AMERICAN MIDSTREAM PARTNERS, LP, 8-K filed on 1/22/2014
Current report filing
Document and Entity Information
9 Months Ended
Sep. 30, 2013
Document and Entity Information [Abstract]
 
Entity Registrant Name
American Midstream Partners, LP 
Entity Central Index Key
0001513965 
Document Type
8-K 
Document Period End Date
Sep. 30, 2013 
Amendment Flag
false 
Document Fiscal Year Focus
2013 
Document Fiscal Period Focus
Q3 
Current Fiscal Year End Date
--12-31 
Entity Filer Category
Non-accelerated Filer 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Current assets
 
 
Cash and cash equivalents
$ 3,473 
$ 576 
Accounts receivable
5,646 
1,958 
Unbilled revenue
23,756 
21,512 
Risk management assets
1,050 
969 
Other current assets
5,226 
3,226 
Assets Held-for-sale, Current
1,276 
0 
Total current assets
40,427 
28,241 
Property, plant and equipment, net
316,655 
223,819 
Noncurrent assets held for sale, net
3,016 
0 
Intangible Assets, Net (Excluding Goodwill)
4,351 
0 
Goodwill
16,447 
0 
Deferred Tax Assets, Gross
5,741 
0 
Other assets, net
6,202 
4,636 
Total assets
392,839 
256,696 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
986 
0 
Current liabilities
 
 
Accounts payable
2,248 
5,527 
Accrued gas purchases
16,320 
17,034 
Accrued expenses and other current liabilities
17,548 
9,619 
Current portion of long-term debt
7,281 
0 
Due to Affiliate
20,000 
0 
Risk management liabilities
349 
0 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,355 
0 
Total current liabilities
65,101 
32,180 
Risk management liabilities
122 
0 
Asset Retirement Obligation
34,440 
8,319 
Other liabilities
215 
309 
Long- term debt
124,888 
128,285 
Total liabilities
236,512 
169,093 
Commitments and contingencies
   
   
Series A convertible preferred units (5,204 thousand units issued and outstanding as of September 30, 2013)
92,912 
0 
Partners' capital
 
 
General partner interest (185 thousand units issued and outstanding as of September 30, 2013 and December 31, 2012)
34,152 
548 
Limited partner interest (4,705 and 9,165 thousand units issued and outstanding as of September 30, 2013 and December 31, 2012, respectively)
21,602 
79,266 
Accumulated other comprehensive income
261 
351 
Total partners’ capital
56,015 
80,165 
Deferred Tax Liabilities, Gross
10,760 
0 
Noncontrolling interests
7,400 
7,438 
Total equity and partners' capital
63,415 
87,603 
Total liabilities, equity and partners' capital
$ 392,839 
$ 256,696 
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited)
Sep. 30, 2013
Dec. 31, 2012
Statement of Financial Position [Abstract]
 
 
Series A convertible preferred, units issued
5,143,000 
0 
Series A convertible preferred, units outstanding
5,143,000 
0 
General partner interest, units issued
185,000 
185,000 
General partner interest units outstanding
185,000 
185,000 
Limited partners, units issued
9,209,000 
9,165,000 
Limited partner common units outstanding
9,209,000 
9,165,000 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
Share data in Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Income Statement [Abstract]
 
 
 
 
Revenue
$ 80,035,000 
$ 54,347,000 
$ 216,516,000 
$ 138,423,000 
(Loss) gain on commodity derivatives, net
(499,000)
(946,000)
110,000 
3,157,000 
Total revenue
79,536,000 
53,401,000 
216,626,000 
141,580,000 
Operating expenses:
 
 
 
 
Purchases of natural gas, NGLs and condensate
57,973,000 
41,365,000 
162,671,000 
100,075,000 
Direct operating expenses
8,344,000 
5,329,000 
20,898,000 
11,550,000 
Selling, general and administrative expenses
5,157,000 
3,246,000 
13,748,000 
10,101,000 
Equity compensation expense
392,000 
474,000 
1,877,000 
1,272,000 
Depreciation, Depletion and Amortization
7,880,000 
5,504,000 
22,271,000 
15,722,000 
Depreciation and accretion expense
6,500,000 
 
18,900,000 
 
Total operating expenses
79,746,000 
55,918,000 
221,465,000 
138,720,000 
Gain on involuntary conversion of property, plant and equipment
0 
0 
343,000 
0 
Gain on sale of assets, net
0 
4,000 
0 
121,000 
Loss on impairment of property, plant and equipment
0 
0 
(15,232,000)
0 
Operating (loss) income
(210,000)
(2,513,000)
(19,728,000)
2,981,000 
Interest expense
(2,636,000)
(1,501,000)
(6,958,000)
(3,083,000)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
(2,846,000)
(4,014,000)
(26,686,000)
(102,000)
Income Tax Expense (Benefit), Continuing Operations
214,000 
 
589,000 
 
Income Tax Expense (Benefit)
247,000 
0 
662,000 
0 
Net loss before income tax benefit
(2,632,000)
(4,014,000)
(26,097,000)
(102,000)
Income (loss) from operations of disposal groups
91,000 
(12,000)
(1,766,000)
94,000 
Net loss
(2,541,000)
(4,026,000)
(27,863,000)
(8,000)
Less: Comprehensive income attributable to noncontrolling interests
190,000 
249,000 
533,000 
249,000 
Other income (expenses):
 
 
 
 
Net loss attributable to the Partnership
(2,731,000)
(4,275,000)
(28,396,000)
(257,000)
General partner's interest in net loss
(221,000)
(85,000)
 
(5,000)
Limited partners' interest in net loss
$ (2,510,000)
$ (4,190,000)
$ (27,202,000)
$ (252,000)
Limited partners’ net (loss) income from continuing operations per unit (basic)
(0.82)
(0.46)
(5.54)
(0.04)
Limited partners’ net (loss) income per unit (basic)
(0.80)
(0.46)
(5.73)
(0.03)
Income (loss) from discontinued operations
6,663 
9,108 
8,334 
9,103 
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Statement of Other Comprehensive Income [Abstract]
 
 
 
 
Net loss
$ (2,541)
$ (4,026)
$ (27,863)
$ (8)
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
(34)
23 
(90)
40 
Comprehensive (loss) income
(2,575)
(4,003)
(27,953)
32 
Less: Comprehensive income attributable to noncontrolling interests
190 
249 
533 
249 
Comprehensive loss attributable to Partnership
$ (2,765)
$ (4,252)
$ (28,486)
$ (217)
Condensed Consolidated Statements of Changes in Partners' Capital (Unaudited) (USD $)
In Thousands
Total
Limited Partner Interest
General Partner [Member]
Accumulated Other Comprehensive Income
Total Partners' Capital
Non-controlling Interest
Beginning Balance at Dec. 31, 2011
 
$ 99,890 
$ 1,091 
$ 415 
$ 101,396 
$ 0 
Noncontrolling Interest, Increase from Business Combination
 
0 
0 
0 
0 
7,407 
Net loss
(8)
(252)
(5)
0 
(257)
249 
Unitholder contributions
 
0 
13 
0 
13 
0 
Unit holder distributions
 
(11,809)
(241)
0 
(12,050)
0 
Fair value of Series A Units in excess of net assets received
0 
 
 
 
 
 
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders
249 
0 
0 
0 
0 
(249)
LTIP vesting
 
364 
(364)
0 
0 
0 
Tax netting repurchase
 
(88)
0 
0 
(88)
0 
Unit based compensation
 
97 
1,175 
0 
1,272 
0 
Other comprehensive income (loss)
 
0 
0 
40 
40 
0 
Ending Balance at Sep. 30, 2012
 
88,202 
1,669 
455 
90,326 
7,407 
Beginning Balance at Dec. 31, 2012
80,165 
79,266 
548 
351 
80,165 
7,438 
Net loss
(27,863)
(27,202)
(1,194)
0 
(28,396)
533 
Unitholder contributions
 
0 
35,196 
0 
35,196 
0 
Unit holder distributions
(240)
(16,332)
(340)
0 
(16,672)
0 
Fair value of Series A Units in excess of net assets received
(15,612)
(15,300)
(312)
0 
(15,612)
0 
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders
571 
0 
0 
0 
0 
(571)
LTIP vesting
 
1,570 
(1,570)
0 
0 
0 
Tax netting repurchase
 
(400)
0 
0 
(400)
0 
Unit based compensation
 
0 
1,824 
0 
1,824 
0 
Other comprehensive income (loss)
 
0 
0 
(90)
(90)
0 
Ending Balance at Sep. 30, 2013
$ 56,015 
$ 21,602 
$ 34,152 
$ 261 
$ 56,015 
$ 7,400 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Segment Reporting Information [Line Items]
 
 
Cash and cash equivalents, including discontinued operations
$ 3,475 
 
Net loss
(27,863)
(8)
Depreciation and Accretion Expense, Including Discontinued Operation
22,355 
15,819 
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
Amortization of deferred financing costs
975 
493 
Amortization of weather derivative premium
378 
0 
Unrealized loss (gain) on commodity derivatives
1,159 
(1,733)
Unit based compensation
1,824 
1,272 
OPEB plan net periodic benefit
(55)
(61)
Gain on involuntary conversion of property, plant and equipment
(343)
0 
(Gain) loss on sale of assets
0 
(121)
Gain (loss) on sale of assets, net, including discontinued operations
 
126 
Loss on impairment of property, plant and equipment
15,232 
0 
Loss on impairment of noncurrent assets held for sale
1,807 
0 
Deferred Income Tax Expense (Benefit)
(662)
0 
Changes in operating assets and liabilities, net:
 
 
Accounts receivable
397 
(558)
Unbilled Revenue
(1,970)
6,677 
Risk management assets
(1,147)
0 
Other current assets
602 
1,285 
Other assets, net
(67)
(65)
Accounts payable
121 
1,396 
Accrued gas purchases
273 
(5,833)
Accrued expenses and other current liabilities
2,685 
(1,879)
Other liabilities
(114)
(203)
Net cash provided by operating activities
15,587 
16,476 
Acquisition Costs, Period Cost
0 
(51,377)
Cash flows from investing activities
 
 
Additions to property, plant and equipment
(22,842)
(4,465)
Proceeds from disposals of property, plant and equipment
0 
126 
Insurance proceeds from involuntary conversion of property, plant and equipment
482 
0 
Net cash provided (used) in investing activities
(22,360)
(55,716)
Cash flows from financing activities
 
 
Unit holder contributions
13,075 
13 
Unit holder distributions
(12,458)
(12,050)
Issuance of Series A convertible preferred units, net
14,393 
0 
Net distributions to non-controlling interest owners
(571)
(249)
LTIP tax netting unit repurchase
(400)
(88)
Payments for deferred debt issuance costs
(1,509)
(1,140)
Payments on other debt
(2,231)
0 
Borrowings on other debt
1,495 
0 
Repayments of Other Debt
(1,072)
0 
Proceeds from Other Debt
6,200 
0 
Payments on long-term debt
(99,821)
(42,310)
Borrowings on long-term debt
92,571 
94,690 
Net cash provided by financing activities
9,672 
38,866 
Net increase (decrease) in cash and cash equivalents
2,899 
(374)
Cash and cash equivalents
 
 
Beginning of period
576 
871 
End of period
3,473 
497 
Supplemental cash flow information
 
 
Interest payments
5,051 
1,894 
Supplemental non-cash information
 
 
(Decrease) increase in accrued property, plant and equipment
(6,080)
808 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
59,995 
0 
Fair value of Series A Units in excess of value of contributed High Point System
15,612 
0 
Accrued and in-kind unitholder distribution for Series A Units
2,912 
0 
Terminals [Member]
 
 
Supplemental non-cash information
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
$ 22,129 
$ 0 
Organization and Basis of Presentation
Organization and Basis of Presentation
Organization and Basis of Presentation
Nature of business
American Midstream Partners, LP (the “Partnership”) was formed on August 20, 2009 as a Delaware limited partnership for the purpose of acquiring and operating certain natural gas pipeline and processing businesses. We provide natural gas gathering, treating, processing, fractionating, marketing and transportation services primarily in the Gulf Coast and Southeast regions of the United States through our ownership and operation of eleven gathering systems, four processing facilities, three interstate pipelines and five intrastate pipelines. We also own a 50% undivided, non-operating interest in a processing plant located in southern Louisiana. We hold our assets in a series of wholly owned limited liability companies as well as a limited partnership. Our capital accounts consist of general partner interests and limited partner interests.
Our interstate and intrastate natural gas pipeline assets transport natural gas through the FERC regulated natural gas pipelines in Louisiana, Mississippi, Alabama and Tennessee. Our interstate and intrastate pipelines include:
•
High Point Gas Transmission, LLC, which owns and operates approximately 400 miles of intrastate pipeline and is connected to 40 meters with 32 active producers and offers processing options at the Toca processing plant with delivery to Southern Natural Gas available downstream of the processing plant in Louisiana;
•
American Midstream (Midla), LLC, which owns and operates approximately 370 miles of interstate pipeline that runs from the Monroe gas field in northern Louisiana south through Mississippi to Baton Rouge, Louisiana; and
•
American Midstream (AlaTenn), LLC, which owns and operates approximately 295 miles of interstate pipeline that runs through the Tennessee River Valley from Selmer, Tennessee to Huntsville, Alabama and serves an eight-county area in Alabama, Mississippi and Tennessee.
ArcLight Transactions
On April 15, 2013, the Partnership, American Midstream GP, LLC, (our "General Partner") and AIM Midstream Holdings, LLC ("AIM"), an affiliate of American Infrastructure MLP Fund, entered into agreements (the "ArcLight Transactions") with High Point Infrastructure Partners, LLC ("HPIP"), an affiliate of ArcLight Capital Partners, LLC, pursuant to which HPIP (i) acquired 90% of our General Partner and all of our subordinated units from AIM and (ii) contributed certain midstream assets and $15.0 million in cash to us in exchange for 5,142,857 newly issued convertible preferred units (the “Series A Units”) issued by the Partnership. Of the $15.0 million cash consideration paid by HPIP, approximately $2.5 million was used to pay certain transaction expenses of HPIP, and the remaining approximately $12.5 million was used to repay borrowings outstanding under the Partnership's credit facility in connection with the Fourth Amendment to our credit agreement ("Fourth Amendment"). As a result of these transactions, which were also consummated on April 15, 2013, HPIP acquired both control of our General Partner and a majority of our outstanding limited partner interests. The midstream assets contributed by HPIP consist of approximately 700 miles of natural gas and liquids pipeline assets located in southeast Louisiana and the shallow water and deep shelf Gulf of Mexico (commonly referred to as the "High Point System"). The High Point System gathers natural gas from both onshore and offshore producing regions around southeast Louisiana. The onshore footprint is in Plaquemines and St. Bernard's Parishes, LA. The offshore footprint consists of the following federal Gulf of Mexico zones: Mississippi Canyon, Viosca Knoll, West Delta, Main Pass, South Pass and Breton Sound. Natural gas is collected at more than 75 receipt points that connect to hundreds of wells targeting various geological zones in water depths up to 1,000 feet, with an emphasis on oil and liquids-rich reservoirs. The High Point System is comprised of FERC-regulated transmission assets and non-jurisdictional assets, both of which accept natural gas from well production and interconnected pipeline systems. Natural gas is delivered to the Toca Gas Processing Plant, operated by Enterprise, where the products are processed and the residue gas sent to an unaffiliated interstate system owned by Kinder Morgan. See Note 3 "Acquisitions" for further information.

The Partnership believes that the consummation of the ArcLight Transactions will allow it to comply with the Consolidated Total Leverage to EBITDA ratio in the Fourth Amendment. However, while we were in compliance with financial covenants of the Fourth Amendment as of September 30, 2013, no assurances can be given that the Partnership's future results of operations will allow us to comply with financial covenants of the Fourth Amendment. If we are not able to generate sufficient cash flows from operations to comply with the financial covenants in the Fourth Amendment and we are not able to enter into an agreement to refinance or obtain covenant default waivers, then the outstanding balance under our credit facility could become due and payable upon acceleration by the lenders in our banking group and other agreements with cross-default provisions, if any, could become due. In addition, failure to comply with any of the covenants under our Fourth Amendment could adversely affect our ability to fund ongoing operations and growth capital requirements as well as our ability to pay distributions to our unitholders. See Note 20 "Liquidity" for further information.

Equity Restructuring

Effective August 9, 2013, we executed an equity restructuring agreement ("Equity Restructuring") with our General Partner and HPIP. As part of the Equity Restructuring, the Partnership's 4,526,066 subordinated units and previous incentive distribution rights (the “former IDRs,” all of which were owned by our General Partner, which is controlled by HPIP) were combined into and restructured as a new class of incentive distribution rights (the “new IDRs”). Upon the issuance of the new IDRs, the subordinated units and former IDRs were canceled. The new IDRs are allocated 85.02% to HPIP and 14.98% to our General Partner. The new IDRs entitle the holders of our incentive distribution rights to receive 48% of any quarterly cash distributions from available cash after the Partnership's common unitholders have received the full minimum quarterly distribution ($0.4125 per unit) for each quarter plus any arrearages from prior quarters (of which there are currently none).

The Equity Restructuring Agreement also provided for the issuance of warrants to our General Partner to purchase up to 300,000 of our common units at an exercise price of $0.01 per common unit. These warrants are exercisable on the later of (i) 18 months from the equity restructuring completion date or (ii) the date that the volume weighted average trading price of our common units on the New York Stock Exchange exceeds $25.00 for 30 consecutive trading days. The warrants contain customary anti-dilution and other protections.

Following the announcement of the Equity Restructuring, AIM Midstream Holdings, LLC, or AIM filed an action in Delaware Chancery Court against HPIP, our General Partner and us seeking either rescission of the Equity Restructuring or, in the alternative, monetary damages. While we cannot predict the ultimate outcome of this litigation, we do not believe it will be material to our operations or financial results. As a result of the action filed by AIM, the warrants that were issued by the Partnership, in conjunction with the Equity Restructuring, to the General Partner for subsequent conveyance to AIM, the owner of the Class B interest of our General Partner, were canceled effective August 29, 2013. In addition, the $12.5 million escrowed in connection with our Equity Restructuring was not released to the Partnership. Accordingly, HPIP contributed $12.5 million in cash to the Partnership on September 30, 2013, in order to permit the Partnership to satisfy obligations under our credit agreement and was accounted for as a contribution from our General Partner.
Blackwater Terminals
On December 17, 2013, the Partnership completed the Merger of Blackwater, an owner, developer and operator of petroleum, agricultural, and chemical liquid terminal storage facilities. Blackwater owns and operates 1.3 million barrels of storage capacity across four terminal sites located in Westwego, Louisiana; Brunswick, Georgia; Harvey, Louisiana; and Salisbury, Maryland. See Note 3 "Acquisitions" for further information.
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with 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 audited financial statements but does not include disclosures required by GAAP for annual periods. We have made reclassifications to amounts reported in prior period condensed consolidated financial statements to conform to our current year presentation. These reclassifications did not have an impact on net income for the period previously reported. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of financial position as of September 30, 2013, and December 31, 2012, condensed consolidated statement of operations for the three and nine months ended September 30, 2013 and 2012, statement of comprehensive income for the three and nine months ended September 30, 2013 and 2012, statement of changes in partners’ capital and noncontrolling interest for the nine months ended September 30, 2013 and 2012, and statements of cash flows for the nine months ended September 30, 2013 and 2012.
Our financial results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2013. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in i) our Annual Report on Form 10-K for the year ended December 31, 2012 (“Annual Report”) filed on April 16, 2013 and ii) Exhibit 99.1 to the Current Report on Form 8-K that was filed with the Securities and Exchange Commission ("SEC") on October 1, 2013 which updated portions of our annual report.
Effective December 17, 2013, Blackwater was acquired by the Partnership, in the form of the Merger described above, from ArcLight. However, as of April 15, 2013, an affiliate of ArcLight acquired controlling interest of the Partnership, also described above, at which time Blackwater was also an affiliate of ArcLight. As Blackwater and the Partnership were both affiliates of ArcLight as of April 15, 2013, these financial statements include the effect of Blackwater's operations starting as of the date of the establishment of common control. Therefore, these condensed consolidated financial statements include Blackwater, which have a fiscal year end of March 31, 2013, and were presented from the period April 15, 2013 through September 30, 2013. Please see Note 18 "Reporting Segments" for financial information of Blackwater as presented in our Terminals segment.
Consolidation Policy
Our consolidated financial statements include our accounts and those of our subsidiaries in which we have a controlling interest. We hold a 50% undivided interest in the Burns Point gas processing facility in which we are responsible for our proportionate share of the costs and expenses of the facility. Our consolidated financial statements reflect our proportionate share of the revenues, expenses, assets and liabilities of this undivided interest. In July 2012, the Partnership acquired a 87.4% undivided interest in the Chatom Processing and Fractionation facility (the "Chatom System"). Our consolidated financial statements reflect the accounts of the Chatom System since acquisition, and the interests in the Chatom System held by non-affiliated working interest owners are reflected as noncontrolling interests in the Partnership's consolidated financial statements.
Use of Estimates
When preparing 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 judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things i) estimating unbilled revenues, product purchases and operating and general and administrative costs, ii) developing fair value assumptions, including estimates of 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
Blackwater Terminals
Effective December 17, 2013, we acquired Blackwater, consisting of AL Blackwater, LLC ("ALB"), a Delaware limited liability company, Blackwater Midstream Holdings LLC, a Delaware limited liability company and a majority owned subsidiary of ALB, and Blackwater Merger Sub, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Partnership. Blackwater owns and operates 1.3 million barrels of storage capacity across four terminal sites located in Westwego, Louisiana; Brunswick, Georgia; Harvey, Louisiana; and Salisbury, Maryland.

The Merger of Blackwater represents a transaction between entities under common control and a change in reporting entity. Transfers of net assets or exchanges of shares between entities under common control are accounted for as if the transfer occurred at the beginning of the period or date of common control. Therefore, net assets received were recorded at their historical book value of $22.7 million as of the date common control was established which is April 15, 2013.
On July 10, 2013, Blackwater acquired and purchased from Chemtura Corporation approximately 56 acres of property and improvements located in Harvey, LA for $2.5 million (the "Harvey assets"). The land is adjacent to the Mississippi River and the assets include dormant storage tanks, unoccupied buildings, a barge dock and other improvements.

The Harvey assets when purchased did not include any employees, customer contracts, permits, licenses, offices, procedures, systems, or processes that had the ability to produce outputs; thus this asset purchase did not meet the definition of a business under the accounting guidance.

For the three and nine months ended September 30, 2013, Blackwater contributed $3.5 million and $6.3 million, respectively, of revenue and $0.1 million and $0.7 million, respectively, of net loss attributable to the Partnership's Terminals Segment, which are included in the condensed consolidated statement of operations.

High Point System
Effective April 15, 2013, our General Partner contributed the High Point System, consisting of 100% of the limited liability company interests in High Point Gas Transmission, LLC and High Point Gas Gathering, LLC. The High Point System entities own midstream assets consisting of approximately 700 miles of natural gas and liquids pipeline assets located in southeast Louisiana, in the Plaquemines and St. Bernard's Parishes, and the shallow water and deep shelf Gulf of Mexico, including the Mississippi Canyon, Viosca Knoll, West Delta, Main Pass, South Pass and Breton Sound zones. Natural gas is collected at more than 75 receipt points that connect hundreds of wells with an emphasis on oil and liquids-rich reservoirs.

The High Point System, along with $15.0 million in cash, was contributed to us by HPIP in exchange for 5,142,857 Series A Units. Of the $15.0 million cash consideration paid by HPIP, approximately $2.5 million was used to pay certain transaction expenses of HPIP, and the remaining approximately $12.5 million was used to repay borrowings outstanding under the Partnership's credit facility in connection with the Fourth Amendment. The contribution of the High Point System occurred concurrently with HPIP's acquisition of 90% of our General Partner and all of our subordinated units, which resulted in HPIP gaining control of our General Partner and a majority of our outstanding limited partner interests.

The fair value of the Series A Units on April 15, 2013 was $17.50 per unit, or a total of $90.0 million, and was issued by the Partnership in exchange for net cash of approximately $12.5 million and net assets of $61.9 million contributed to the Partnership by our General Partner. The contribution of net assets of the High Point System was accounted for as a transaction between entities under common control whereby the High Point System was recorded at historical book value. As such, the value of the Series A Units in excess of the net assets contributed by our General Partner amounted to $15.6 million and was allocated pro-rata to our General Partner and existing limited partners' interest based on their ownership interests.

The contribution is being treated as a transaction between entities under common control, under which the net assets received are recorded at their historical book value as of date of transfer. The following table presents the carrying value of the identified assets received and liabilities assumed at the acquisition date (in thousands):
Cash and cash equivalents
$
1,935

Accounts receivable
3,629

Unbilled revenue
1,446

Other current assets
2,049

Property, plant and equipment, net
82,615

Other assets
1,000

Accounts payable
(11
)
Accrued expenses and other current liabilities
(4,077
)
Current portion of long-term debt
(893
)
Asset retirement obligation liability
(25,763
)
Total identifiable net assets
$
61,930



Subsequent to the contribution, for the three and nine months ended September 30, 2013, the High Point System contributed $10.7 million and $19.7 million, respectively, of revenue and $1.2 million and $2.7 million, respectively, of net income attributable to the Partnership's Transmission Segment, which are included in the condensed consolidated statement of operations.

Chatom Gathering, Processing and Fractionation Plant
Effective July 1, 2012, we acquired an 87.4% undivided interest in the Chatom System from affiliates of Quantum Resources Management, LLC. The acquisition fair value consideration of $51.4 million includes a credit associated with the cash flow the Chatom System generated between January 1, 2012 and the effective date of July 1, 2012. The consideration paid by the Partnership consisted of cash, which was funded by borrowings under our credit facility.

The Chatom System is located in Washington County, Alabama, approximately 15 miles from our Bazor Ridge processing plant in Wayne County, Mississippi, and consists of a 25 MMcf/d refrigeration processing plant, a 1,900 Bbl/d fractionation unit, a 160 long-ton per day sulfur recovery unit, and a 29 mile gas gathering system. We believe the fractionating services provide flexibility to the Partnership's product and service offerings.

The following table presents the fair value of consideration transferred to acquire the Chatom System and the amounts of identified assets acquired and liabilities assumed at the acquisition date, as well as the fair value of the 12.6% noncontrolling interest in the Chatom System at the acquisition date (in thousands):
Cash
 
 
$
51,377

Recognized amounts of identifiable assets acquired and liabilities assumed:
 
Unbilled revenue
 
 
$
4,535

Property, plant and equipment
58,279

Asset retirement cost
452

Accounts payable
 
 
(399
)
Accrued gas purchases
(3,631
)
Asset retirement obligations
(452
)
Noncontrolling interest
(7,407
)
Total identifiable net assets
$
51,377



The fair value of the property, plant and equipment and noncontrolling interests were estimated by applying a combination of the market and income approaches. These fair value measurements were based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined by ASC 820. Primarily using the income approach, the fair value estimates were based on i) an assumed cost of capital of 9.25%, ii) an assumed terminal value based on the present value of estimated EBITDA, iii) an inflationary cost increase of 2.5%, iv) forward market prices as of July 2012 for natural gas and crude oil, v) a Federal tax rate of 35% and a state tax rate of 6.5%, and vi) an increase in processed and fractionated volumes in 2013, declining thereafter. Working capital was estimated using net realizable value. Accrued revenue was deemed to be fully collectible at July 1, 2012.

For the three and nine months ended September 30, 2013, our 87.4% undivided interest in the Chatom System contributed $14.6 million and $41.8 million, respectively, of revenue and $1.2 million and $3.6 million, respectively, of net income attributable to the Partnership, which are included in the condensed consolidated statement of operations.

For the three and nine months ended September 30, 2012, our 87.4% undivided interest in the Chatom System contributed $15.4 million of revenue and $2.1 million of net income attributable to the Partnership, which are included in the condensed consolidated statement of operations.

The following table presents unaudited pro forma consolidated information of the Partnership, adjusted for the acquisition of the Chatom System, as if the acquisition had occurred on January 1, 2011:
(unaudited, in thousands)
Nine months ended September 30, 2012
Revenue
$
174,179

Net income
$
1,422

Limited partners’ net income per unit
$
0.14



These amounts have been calculated after applying the Partnership's accounting policies and adjusting the results to reflect i) additional depreciation and amortization that would have been charged assuming fair value adjustments to property, plant and equipment, ii) recording pro forma interest expense on debt that would have been incurred to acquire the Chatom System as of January 1, 2011, iii) the elimination of transaction costs included in the historical financial statement of the Partnership which were directly related to the acquisition and iv) the elimination of the noncontrolling interest holders' proportionate share of earnings. The unaudited pro forma adjustments are based on available information and certain assumptions we believe are reasonable.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

Transactions Between Entities Under Common Control
 
We may enter into transactions with our General Partner whereby we receive a contribution of midstream assets or subsidiaries in exchange for consideration from the Partnership. We account for the net assets received using the historical book value of the asset or subsidiary being contributed or transferred as these are transactions between entities under common control. Our historical financial statements may be revised to include the results attributable to the assets contributed from our General Partner as if we owned such assets for all periods presented by the Partnership since the change in control of our General Partner, effective April 15, 2013.

Convertible Preferred Units

We record the issuance of our Series A Preferred Units at fair value and separately classified these units on our balance sheet in between total liabilities and partners’ capital, frequently called “mezzanine equity” as the ability to exercise these units are outside of the Partnership’s control and contain no beneficial conversion features pursuant to Accounting Standards Codification 470-20, Debt with Conversion and Other Options. These units are classified as participating securities and are included in our calculation of net income (loss) per limited and general partner unit using the two-class method.

Goodwill and intangible assets

We record goodwill as the excess of the cost of an acquisition over the fair value of the net assets of the acquired business. Goodwill is not amortized but is reviewed for impairment at least annually or more frequently if an event or change in circumstance indicates that an impairment may have occurred. We first assess qualitative factors to evaluate whether it is more likely than not that an impairment has occurred and it is therefore necessary to perform the two-step goodwill impairment test. If the two-step goodwill impairment test indicates that the goodwill is impaired, an impairment loss is recorded.

We record the estimated fair value of acquired customer contracts as intangible assets. The intangible assets are amortized over the remaining periods of the customer contracts, which range between 5 months and thirty-five months.

Income taxes

The Partnership is not a taxable entity for federal income taxes and does not directly pay federal income tax. Blackwater is a taxable entity. We account for income taxes using an asset and liability approach for financial accounting and reporting of income taxes. If it is more than likely that a deferred tax asset will not be realized, a valuation allowance is recognized.

Recent Accounting Pronouncements

In January 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies that ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, applies to financial instruments or derivative transactions accounted for under ASC 815. The amendments require disclosures to present both gross and net amounts of derivative assets and liabilities that are subject to master netting arrangements with counterparties. We currently present our net derivative assets and liabilities on our statement of financial position. We have provided additional disclosures regarding the gross amounts of derivative assets and liabilities in Note 6 "Derivatives" in accordance with these new standards updates.

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("AOCI"), which requires entities to present either in a single note or parenthetically on the face of the financial statements (i) the amount of significant items reclassified from each component of AOCI and (ii) the income statement line items affected by the reclassifications. We adopted this guidance during the first quarter of 2013; it did not have a material impact on our condensed consolidated financial statements as there are currently no items reclassified from AOCI.

In July 2013, the FASB issued ASC No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). This guidance was issued related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss carryforward, a similar tax loss, or tax credit carryforwards. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax position. The update is effective prospectively for the Partnership’s fiscal year beginning January 1, 2014 and we are currently evaluating the financial impact.
Concentration of Credit Risk and Trade Accounts Receivable
Concentration of Credit Risk and Trade Accounts Receivable
Concentration of Credit Risk and Trade Accounts Receivable
Our primary market areas are located in the United States along the Gulf Coast and in the Southeast. We have a concentration of trade receivable balances due from companies engaged in the production, trading, distribution and marketing of natural gas, NGL and condensate products. This concentration of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Generally, our customers’ historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain transactions, we may request letters of credit, prepayments or guarantees. We maintain allowances for potentially uncollectible accounts receivable; however, for the nine months ended September 30, 2013 and 2012, no allowances on or write-offs of accounts receivable were recorded.
The following table summarizes the percentage of revenue earned from those customers that accounted for 10% or more of the Partnership's consolidated revenue in the consolidated statement of operations for the each of the periods presented below:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
Customer A
26
%
 
23
%
 
28
%
 
29
%
Customer B
13
%
 
17
%
 
13
%
 
—
%
Customer C
12
%
 
11
%
 
12
%
 
12
%
Customer D
—
%
 
12
%
 
—
%
 
16
%
Other
49
%
 
37
%
 
47
%
 
43
%
Total
100
%
 
100
%
 
100
%
 
100
%
Derivatives
Derivatives
Derivatives
Commodity Derivatives
To minimize the effect of commodity prices 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, acquisition economics on purchased assets and future financial commitments. This hedging program is designed to mitigate the effect of commodity price downturns 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, the commodity derivatives are in the form of swaps, puts and collars. As of September 30, 2013, the aggregate notional volume of our commodity derivatives was 3.0 million gallons.
We enter into commodity contracts with multiple counterparties. We may be required to post collateral with our counterparties in connection with our derivative positions. As of September 30, 2013, we have not posted collateral with any counterparty. Our counterparties are not required to post collateral with us in connection with their derivative positions. Netting agreements are in place with our counterparties that permit us to offset our commodity derivative asset and liability positions.

Interest Rate Swap

We entered into an interest rate swap to manage the impact of the interest rate risk associated with our credit facility, effectively converting a portion of the cash flows related to our long-term variable rate debt into fixed rate cash flows. As of September 30, 2013, the notional amount of our interest rate swap was $100 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 2013, 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 million in the event that a hurricane or hurricanes of certain strength pass through the area as identified in the derivative agreement. The weather derivative is being accounted for using the intrinsic value method, under which the fair value of the contract is zero and any amounts received are recognized as gains during the period received. The weather derivative was entered into with a single counterparty and we were not required to post collateral. We paid a premium of approximately $1.1 million which is recorded in Risk management assets on the condensed consolidated balance sheet and is being amortized to Direct operating expense on a straight-line basis over the 12 month term of the contract. As of September 30, 2013, the unamortized amount of the risk management asset was approximately $0.8 million.
As of September 30, 2013 and December 31, 2012, the value associated with our commodity derivatives, interest rate swap instrument 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, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
Current
 
$
1,196

 
$
1,889

 
$
(146
)
 
$
(920
)
 
$
1,050

 
$
969

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
1,196

 
$
1,889

 
$
(146
)
 
$
(920
)
 
$
1,050

 
$
969

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
(349
)
 
$
—

 
$
(349
)
 
$
—

Noncurrent
 
—

 
—

 
(122
)
 
—

 
(122
)
 
—

Total liabilities
 
$
—

 
$
—

 
$
(471
)
 
$
—

 
$
(471
)
 
$
—


For the three and nine months ended September 30, 2013 and 2012, 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
2013
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
261

 
$
(760
)
 
$
797

 
$
(687
)
Interest expense
(101
)
 
(153
)
 
(101
)
 
(471
)
Direct operating expenses
(284
)
 
—

 
(378
)
 
—

Total
$
(124
)
 
$
(913
)
 
$
318

 
$
(1,158
)
2012
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
816

 
$
(1,762
)
 
$
1,425

 
$
1,732

Fair Value Measurement
Fair Value Measurement
Fair Value Measurement
The authoritative guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value. These tiers include:
•
Level 1 – Inputs represent unadjusted quoted prices in active markets for identical assets or liabilities;
•
Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets that are either directly or indirectly observable; and
•
Level 3 – Inputs are unobservable and considered significant to fair value measurement.
A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy.
We believe the carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. Our cash and cash equivalents would be classified as Level 1 under the fair value hierarchy.
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. Our existing revolving credit facility would be classified as Level 1 under the fair value hierarchy.
The fair value of all derivatives instruments is estimated using a market valuation methodology based upon forward commodity price curves, volatility curves as well as other relevant economic measures, if necessary. Discount factors may be utilized to extrapolate a forecast of future cash flows associated with long dated transactions or illiquid market points. The inputs are obtained from independent pricing services, and we have made no adjustments to the obtained prices.
We have consistently applied these valuation techniques in all periods presented and believe we have obtained the most accurate information available for the types of derivatives contracts held. We recognize transfers between levels at the end of the reporting period for which the transfer has occurred. We recognized transfers out of Level 3 into Level 2 as a result of changes in tenure and market points of certain contracts in the amount of $1.0 million for the year ended December 31, 2012. There were no such transfers for the three and nine months ended September 30, 2013 and 2012.
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 the balance sheet, that were measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
September 30, 2013
$
294

 
$
—

 
$
294

 
$
—

 
$
294

December 31, 2012
$
969

 
$
—

 
$
969

 
$
—

 
$
969

Interest rate swap
 
 
 
 
 
 
 
 
 
September 30, 2013
$
(472
)
 
$
—

 
$
(472
)
 
$
—

 
$
(472
)
December 31, 2012
$
—

 
$
—

 
$
—

 
$
—

 
$
—



The premium paid to enter the weather derivative described in Note 6 "Derivatives", is included within Risk management assets on the 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
Property, plant and equipment, net, as of September 30, 2013 and December 31, 2012 were as follows (in thousands):
 
 
Useful Life
(in years)
 
September 30,
2013
 
December 31, 2012
Land
N/A
 
$
6,068

 
$
2,254

Construction in progress
N/A
 
5,949

 
5,053

Base gas
N/A
 
1,108

 
—

Buildings and improvements
4 to 40
 
3,537

 
1,432

Processing and treating plants
8 to 40
 
98,819

 
98,106

Pipelines
5 to 40
 
236,450

 
163,447

Compressors
4 to 20
 
11,278

 
8,957

Dock
20 to 40
 
7,942

 
—

Tanks, truck rack and piping
20 to 40
 
22,353

 
—

Equipment
8 to 20
 
5,875

 
4,785

Computer software
5
 
2,566

 
1,950

Total property, plant and equipment
 
 
401,945

 
285,984

Accumulated depreciation
 
 
(85,290
)
 
(62,165
)
Property, plant and equipment, net
 
 
$
316,655

 
$
223,819


Of the gross property, plant and equipment balances at September 30, 2013 and December 31, 2012, $99.5 million and $26.1 million, respectively, were related to AlaTenn, Midla and HPGT, our FERC regulated interstate and intrastate assets.
Capitalized interest was less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2013, respectively.
Depreciation expense was $6.5 million and $18.9 million for the three and nine months ended September 30, 2013, respectively.
Asset Impairments
During the second quarter of 2013, management determined to change its commercial approach towards certain non-strategic gathering and processing assets. As a result, an asset impairment charge of $15.2 million was recorded in the three months ended June 30, 2013. These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined by ASC 820. Primarily using the income approach, the fair value estimates are based on i) present value of estimated EBITDA, ii) an assumed discount rate of 10.0%, and iii) a decline in throughput volumes of 2.5% in 2013 and thereafter.
During the second quarter of 2013, the board of directors of our General Partner approved a plan to sell certain non-strategic gathering and processing assets which meet specific criteria, qualifying them as held for sale. As a result, certain gathering and processing assets were written down by $1.8 million to the estimated fair value less cost to sell. See Note 4 "Discontinued Operations".
Insurance proceeds
Involuntary conversions result from the loss of an asset because of some unforeseen event (e.g., destruction due to hurricanes). Some of these events are insurable, thus resulting in a property damage insurance recovery. Amounts we receive from insurance carriers are net of any deductibles related to the covered event. During the three and nine months ended September 30, 2013, we collected zero and $1.1 million, respectively, of nonrefundable cash proceeds from our insurance carrier. During the first quarter of 2013, $0.5 million of nonrefundable cash proceeds were recognized as an offset to property, plant and equipment write-downs of $0.1 million and presented as $0.4 million under the caption Gain (loss) on involuntary conversion of property, plant and equipment. During the second quarter of 2013, $0.6 million of nonrefundable cash proceeds were associated with business interruption insurance and recorded to Revenue in the condensed consolidated statement of operations.
Asset Retirement Obligation
Asset Retirement Obligation
Asset Retirement Obligations
We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations that we can reasonably estimate, on a discounted basis, in the period in which the liability is incurred. We collectively refer to asset retirement obligations and conditional asset retirement obligations as ARO.
Certain assets related to our transmission segment have regulatory obligations to perform remediation and, in some instances, dismantlement and removal activities when the assets are abandoned. These asset retirement obligations include varying levels of activity including disconnecting inactive assets from active assets, cleaning and purging assets, and in some cases, completely removing the assets and returning the land to its original state. These assets have been in existence for many years and with regular maintenance will continue to be in service for many years to come. It is not possible to predict when demand for these transmission services will cease, and we do not believe that such demand will cease for the foreseeable future. A portion of our regulatory obligations is related to assets that we plan to take out of service.

The following table is a reconciliation of the asset retirement obligations (in thousands):
Asset retirement obligation at December 31, 2012
$
8,319

Obligations assumed
25,763

Accretion expense
358

Asset retirement obligation at September 30, 2013
$
34,440


We recorded accretion expense, which is included in Depreciation, amortization and accretion expense, of approximately $0.2 million and approximately $0.4 million in our consolidated statements of operations for each of the three and nine months ended September 30, 2013, respectively, and less than $0.1 million for the three and nine months ended September 30, 2012.
We are required to establish security against any potential secondary obligations relating to the abandonment of the certain transmission assets that may be imposed on the previous owner by applicable regulatory authorities. As such, we have a restricted cash account that is established, held, and maintained by a third party that amounts to $1.0 million and is presented in Other assets, net in our condensed consolidated balance sheet as of September 30, 2013.
Debt Obligations
Debt Obligations
Debt Obligations
Credit facility
As of December 31, 2012, the total leverage to EBITDA ratio (the "Consolidated Total Leverage Ratio"), one of the primary financial covenants that we were required to maintain under our credit facility, was limited to a maximum of 4.50 to 1.00. At December 31, 2012, our total indebtedness was approximately $130.9 million, which caused our total leverage to EBITDA ratio to be approximately 5.70 to 1.00. As a result, on December 26, 2012, the Partnership entered into the Third Amendment and Waiver to Credit Agreement, dated as of December 26, 2012 (the “Third Amendment”). The Third Amendment provided for a waiver of the Partnership's compliance with the Consolidated Total Leverage Ratio with respect to the quarter ended December 31, 2012 and for one month thereafter. The Third Amendment also required the Partnership to provide certain financial and operating information of the Partnership on a monthly basis for 2013 and for any month after 2013 in which the Consolidated Total Leverage Ratio of the Partnership is in excess of 4.00 to 1.00. The remaining material terms and conditions of the senior secured revolving credit facility, including pricing, maturity and covenants, remained unchanged by the Third Amendment.
On January 24, 2013, the Partnership entered into the second waiver to the credit facility that extended the waiver period with respect to the Consolidated Total Leverage Ratio to March 31, 2013 (and subsequently extended to April 16, 2013). Additional covenants during the waiver period included i) total outstanding borrowings under the credit facility shall not exceed $150.0 million; ii) restrictions on certain acquisitions; iii) an increase to the Eurodollar Rate by 0.50%; iv) additional fees of 0.125% of the principal amount on each of February 28, 2013 and March 31, 2013; and v) execution of a compliance certificate.
On April 15, 2013, we repaid approximately $12.5 million in outstanding borrowings under the credit agreement and entered into the Fourth Amendment in connection with the ArcLight Transaction. As a result, we had approximately $130 million of outstanding borrowings as of April 15, 2013 and approximately $45 million of available borrowing capacity.
On September 30, 2013, we received $12.5 million from HPIP which was used to repay outstanding borrowings under the credit agreement. Please see Note 12 "Partners' Capital" for more details.
We were in compliance with the Consolidated Total Leverage Ratio test, which was 4.48 under our credit facility as of September 30, 2013, in accordance with the leverage covenants as modified in the Fourth Amendment to the credit facility executed on April 15, 2013. As of September 30, 2013, we had approximately $123.7 million of outstanding borrowings and approximately $39.3 million of available borrowing capacity. For the nine months ended September 30, 2013 and 2012, the weighted average interest rate on borrowings under our credit facility was approximately 4.50% and 4.09%, respectively.
See Note 20 "Liquidity" for further updates to our liquidity and long-term debt.
Other debt
Other debt represents insurance premium financing in the original amounts of $3.3 million bearing interest at between 3.22% and 4.00% per annum, which is repayable in equal monthly installments of approximately $0.2 million through the fourth quarter of 2013.
Blackwater debt
As a result of the Merger, all outstanding debt held by Blackwater was settled in full upon closing the transaction. However, the Merger of Blackwater represents a transaction between entities under common control and a change in reporting entity. Transfers of net assets or exchanges of shares between entities under common control are accounted for as if the transfer occurred at the beginning of the period, or the date when common control was established, whichever is later. As such, long-term debt of Blackwater held as of September 30, 2013 is included herein and consists of notes and loans with counterparties as well as a loan with an affiliate of ArcLight Capital Partners, LLC.
Our outstanding borrowings at September 30, 2013 and December 31, 2012, respectively, were as follows (in thousands):
 
 
September 30,
2013
 
December 31, 2012
Revolving loan facility
$
121,035

 
$
128,285

Other debt
157

 
—

Loans associated with Blackwater:
 
 
 
Note, prime plus 1.5% interest, issued October 2010 and due September 2014
1,174

 
—

Term loan, 4.5% interest, issued February 2012 and due August 2017
1,104

 
—

Term loan, JPM prime rate interest, issued June 2012 and due May 2018
2,477

 
—

Term loan, JPM prime rate interest, issued March 2013 and due September 2018
1,348

 
—

Convertible promissory note with affiliate, 10% interest, issued October 2012 and due October 2013
20,000

 
—

Term loan, JPM prime rate interest, issued July 2013 and due July 2014
1,299

 
—

Term loan, JPM prime rate interest, issued July 2013 and due July 2014
3,575

 
—

Total debt
152,169

 
128,285

Less: current portion of loans to affiliate
20,000

 
—

Less: current portion of long-term debt
7,281

 
—

Total debt net of current portion
$
124,888

 
$
128,285


At September 30, 2013 and December 31, 2012, letters of credit outstanding under the credit facility totaled $2.6 million.
In connection with our credit facility and amendments thereto, we incurred $5.9 million in debt issuance costs that are being amortized on a straight-line basis over the term of the credit facility.
Partners' Capital
Partners' Capital
Partners’ Capital and Convertible Preferred Units
Our capital accounts are comprised of approximately 2% general partner interest and 98% 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 new IDRs that are non-voting limited partner interests held by our General Partner.
Equity Restructuring

Effective August 9, 2013, we executed an equity restructuring agreement ("Equity Restructuring") with our General Partner and HPIP. As part of the Equity Restructuring, the Partnership's 4,526,066 subordinated units and previous incentive distribution rights (the “former IDRs,” all of which were owned by our General Partner, which is controlled by HPIP) were combined into and restructured as a new class of incentive distribution rights (the “new IDRs”). Upon the issuance of the new IDRs, the subordinated units and former IDRs were cancelled. The new IDRs are allocated 85.02% to HPIP and 14.98% to our General Partner. The new IDRs entitle the holders of our incentive distribution rights to receive 48% of any quarterly cash distributions from available cash after the Partnership's common unitholders have received the full minimum quarterly distribution ($0.4125 per unit) for each quarter plus any arrearages from prior quarters (of which there are currently none).

The Equity Restructuring also provided for the issuance of warrants to our General Partner to purchase up to 300,000 of our common units at an exercise price of $0.01 per common unit. These warrants are exercisable on the later of (i) 18 months from the equity restructuring completion date and (ii) the date that the volume weighted average trading price of our common units on the New York Stock Exchange exceeds $25.00 for 30 consecutive trading days. The warrants contain customary anti-dilution and other protections.

Following the announcement of the Equity Restructuring, AIM Midstream Holdings, LLC, or AIM filed an action in Delaware Chancery Court against HPIP, our General Partner and us seeking either rescission of the Equity Restructuring or, in the alternative, monetary damages. While we cannot predict the ultimate outcome of this litigation, we do not believe it will be material to our operations or financial results. As a result of the action filed by AIM, the warrants that were issued by the Partnership, in conjunction with the Equity Restructuring, to the General Partner for subsequent conveyance to AIM, the owner of the Class B interest of our General Partner, were canceled effective August 29, 2013. In addition, the $12.5 million escrowed in connection with our Equity Restructuring was not released to the Partnership. Accordingly, HPIP contributed $12.5 million in cash to the Partnership on September 30, 2013, in order to permit the Partnership to satisfy obligations under our credit agreement and was accounted for as a contribution from our General Partner.
Series A Convertible Preferred Units
On April 15, 2013, the Partnership, our General Partner and AIM entered into the ArcLight Transactions with HPIP, pursuant to which HPIP (i) acquired 90% of our General Partner and all of our subordinated units from AIM Midstream Holdings and (ii) contributed certain midstream assets and $15.0 million in cash to us in exchange for 5,142,857 Series A Units issued by the Partnership. Of the $15.0 million cash consideration paid by HPIP, approximately $2.5 million was used to pay certain transaction expenses of HPIP, and the remaining approximately $12.5 million was used to repay borrowings outstanding under the Partnership's credit facility in connection with the Fourth Amendment. As a result of these transactions, which were also consummated on April 15, 2013, HPIP acquired both control of our General Partner and a majority of our outstanding limited partnership interests. On April 15, 2013, our General Partner entered into the Third Amended & Restated Agreement of Limited Partnership (the “Amended Partnership Agreement”) of the Partnership providing for the creation and designation of the rights, preferences, terms and conditions of the Series A Units.
The Series A Units receive distributions prior to distributions to Partnership common unitholders. Through October 1, 2014, the distributions to the Series A Unitholders are equal to $0.25 per unit and additional Series A Units in an amount equal to the cash portion of the distribution. Subsequent to that date, the distribution will be the greater of the distribution to be made to common unitholders or approximately $0.50 per unit. The Series A Units may be converted into common units on a one-to-one basis, subject to customary anti-dilutive adjustments, at the option of the unitholders on or any time after January 1, 2014.
Upon any liquidation and winding up of the Partnership or the sale of substantially all of the assets of the Partnership, the holders of Series A Units generally will be entitled to receive, in preference to the holders of any of the Partnership's other securities, an amount equal to the sum of $17.50 multiplied by the number of Series A Units owned by such holders, plus all accrued but unpaid distributions on such Series A Units.
Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination in which the holders of common units are to receive securities, cash or other assets (a “Partnership Event”), we are obligated to make an irrevocable written offer, subject to consummation of the Partnership Event, to each holder of Series A Units to redeem all (but not less than all) of such holder's Series A Units for a price per Series A Unit payable in cash equal to the greater of:
•
the sum of $17.50 and all accrued and accumulated but unpaid distributions for each Series A Unit; or
•
an amount equal to the product of:
(i) the number of common units into which each Series A Unit is convertible; and
(ii) the sum of:
(A) the cash consideration per common unit to be paid to the holders of common units pursuant to the Partnership Event, plus
(B) the fair market value per common unit of the securities or other assets to be distributed to the holders of the common units pursuant to the Partnership Event.
Upon receipt of such a redemption offer from us, each holder of Series A Units may elect to receive such cash amount or a preferred security issued by the person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in the Amended Partnership Agreement with respect to the Series A Units without material abridgement.
Except as provided in the Amended Partnership Agreement, the Series A Units have voting rights that are identical to the voting rights of the common units and will vote with the common units as a single class, with each Series A Unit entitled to one vote for each common unit into which such Series A Unit is convertible.
The fair value of the Series A Units on April 15, 2013 was $17.50 per unit, or a total of $90.0 million and was issued by the Partnership in exchange for cash of approximately $12.5 million and net assets of $61.9 million contributed to the Partnership by our General Partner. The contribution of net assets of the High Point System was accounted for as a transaction between entities under common control whereby the High Point System was recorded at historical book value. As such, the value of the Series A Units in excess of the net assets contributed by our General Partner amounted to $15.6 million and was allocated pro-rata to our General Partner and existing limited partners' interest based on their ownership interests. The fair value measurement was based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined by ASC 820. Primarily using the income approach, the fair value estimate was based on i) present value of estimated future contracted distributions, ii) an assumed discount rate of 18.0%, and iii) an assumed distribution growth rate of 1.0% in 2014 and thereafter.
The fair value of the additional Series A Units in an amount equal to the cash portion of the distribution was $21.15 per unit, or a total distribution of $1.6 million for the three months ended September 30, 2013. Primarily using the market and income approach, the fair value estimate was based on i) present value of estimated future contracted distributions, ii) an option value of $3.18 per unit using a Black-Scholes model, iii) an assumed discount rate of 10.0%, and iv) an assumed distribution growth rate of 1.0% in 2014 and thereafter.
The numbers of units outstanding as of September 30, 2013 and December 31, 2012, respectively, were as follows (in thousands):
 
September 30,
2013
 
December 31, 2012
Limited partner common units
4,705

 
4,639

Limited partner subordinated units
—

 
4,526

Series A Units
5,204

 
—

General partner units
185

 
185



Net Income (Loss) attributable to Limited and General Partner Units
Net income (loss) attributable to our General Partner and the limited partners (common and subordinated unit holders) is allocated in accordance with their respective ownership percentages, after giving effect to incentive distributions paid to our General Partner. Basic net income per limited partner unit is computed based on the weighted average number of units outstanding during the period. Diluted net income per limited partner unit is computed based on the weighted average number of units plus the effect of dilutive potential units outstanding during the period. Unvested share-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 diluted net income per limited partner unit. There was no dilutive effect of unit based awards for the three and nine months ended September 30, 2013 and 2012.
We compute earnings per unit using the two-class method. The two-class method requires that securities that meet the definition of a participating security be considered for inclusion in the computation of basic earnings per unit. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of our Partnership agreement, regardless of whether our General Partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, or whether our General Partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period.
The two-class method does not impact our overall net income or other financial results; however, in periods in which aggregate net income exceeds our aggregate distributions for such period, it will have the impact of reducing net income per limited partner unit. This result occurs as a larger portion of our aggregate earnings, as if distributed, is allocated to the incentive distribution rights of our General Partner, even though we make distributions on the basis of available cash and not earnings.
The following table is the calculation of net income (loss) per limited partner unit for the three and nine months ended September 30, 2013 and 2012, respectively (in thousands, with the exception of per unit amounts):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
Net loss from continuing operations
$
(2,632
)
 
$
(4,014
)
 
$
(26,097
)
 
$
(102
)
Net income attributable to noncontrolling interests
$
190

 
$
249

 
$
533

 
$
249

Net loss from continuing operations attributable to the Partnership
$
(2,822
)
 
$
(4,263
)
 
$
(26,630
)
 
$
(351
)
Less:
 
 
 
 
 
 
 
Declared cash distributions on Series A Units
1,301

 
—

 
2,375

 
—

Declared PIK distributions on Series A Units
1,572

 
—

 
2,912

 
—

Fair value of Series A Units in excess of value of contributed High Point System
—

 
—

 
15,612

 
—

General partner's distribution
80

 
80

 
240

 
241

General partner's share in undistributed loss
(170
)
 
(166
)
 
(1,074
)
 
(248
)
Blackwater net loss from continuing operations
(122
)
 
—

 
(536
)
 
—

Net loss from continuing operations available to limited partners
$
(5,483
)
 
$
(4,177
)
 
$
(46,159
)
 
$
(344
)
 
 
 
 
 
 
 
 
Net loss attributable to the Partnership
$
(2,731
)
 
$
(4,275
)
 
$
(28,396
)
 
$
(257
)
Less:
 
 
 
 
 
 
 
Declared cash distributions on Series A Units
1,301

 
—

 
2,375

 
—

Declared PIK distributions on Series A Units
1,572

 
—

 
2,912

 
—

Fair value of Series A Units in excess of value of contributed High Point System
—

 
—

 
15,612

 
—

General partner's distribution
80

 
80

 
240

 
241

General partner's share in undistributed loss
(167
)
 
(166
)
 
(1,102
)
 
(246
)
Blackwater net loss
(175
)
 
—

 
(650
)
 
—

Net loss available to limited partners
$
(5,342
)
 
$
(4,189
)
 
$
(47,783
)
 
$
(252
)
 
 
 
 
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
6,663

 
9,108

 
8,334

 
9,103

 
 
 
 
 
 
 
 
Limited partners’ net loss from continuing operations per unit (basic and diluted)
$
(0.82
)
 
$
(0.46
)
 
$
(5.54
)
 
$
(0.04
)
Limited partners’ net loss per unit (basic and diluted)
$
(0.80
)
 
$
(0.46
)
 
$
(5.73
)
 
$
(0.03
)

Distributions
We made distributions of $16.7 million and $12.1 million in the nine months ended September 30, 2013 and 2012, respectively. We made no distributions in respect of our General Partner’s incentive distribution rights during 2013 or 2012. We depend on our credit facility for future capital needs and may use it to fund a portion of cash distributions to unitholders, as necessary, depending on the level of our operating cashflow.
For the Series A Unit distributions as of September 30, 2013, we have accrued $1.3 million for the cash portion of the distribution and $1.6 million for the paid-in-kind Series A Units. The distributions will be made in the fourth quarter of 2013.
Long-Term Incentive Plan
Long-Term Incentive Plan
Long-Term Incentive Plan
Our General Partner manages our operations and activities and employs the personnel who provide support to our operations. On November 2, 2009, the board of directors of our General Partner adopted a long-term incentive plan (“LTIP”) for its employees, consultants and directors who perform services for it or its affiliates. On May 25, 2010, the board of directors of our General Partner adopted an amended and restated LTIP. On July 11, 2012, the board of directors of our General Partner adopted a second amended and restated LTIP that effectively increased available awards by 871,750 units. At September 30, 2013 and December 31, 2012, 846,203 and 920,193 units, respectively, were available for future grant under the LTIP, giving retroactive treatment to the reverse unit split in connection with our recapitalization described in our Annual Report.
Ownership in the awards is subject to forfeiture until the vesting date. The LTIP is administered by the Compensation Committee of the board of directors of our General Partner. The board of directors of our General Partner, 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 does not currently intend to settle 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 ("DERs"). Generally, grants issued under the LTIP vest in increments of 25% on each of the first four anniversary dates of the date of the grant and do not contain any other restrictive conditions related to vesting other than continued employment.
The following table summarizes our unit-based awards for each of the periods indicated, in units:
 
Three Months Ended
 
Nine months ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Outstanding at beginning of period
96,733

 
172,551

 
90,938

 
162,860

Granted
28,042

 
—

 
108,430

 
34,560

Forfeited
(893
)
 
(12,517
)
 
(13,320
)
 
(12,517
)
Vested
(24,482
)
 
—

 
(86,648
)
 
(24,869
)
Outstanding at end of period
99,400

 
160,034

 
99,400

 
160,034

Fair value per unit
$13.36 to $21.89
 
$14.70 to  $21.40
 
$13.36 to $21.89
 
$14.70 to  $21.40

The fair value of our phantom units, which are subject to equity classification, is based on the fair value of our units at the grant date. Compensation costs related to these awards, including amortization, for the three months ended September 30, 2013 and 2012 was $0.4 million and $0.5 million, respectively, and for the nine months ended September 30, 2013 and 2012 was $1.8 million and $1.3 million, respectively, which is classified as equity compensation expense in the condensed consolidated statements of operations and the non-cash portion in partners’ capital on the condensed consolidated balance sheets.
The total fair value of vested units at the time of vesting was $1.6 million and $0.5 million for the nine months ended September 30, 2013 and 2012, respectively.
The total compensation cost related to unvested awards not yet recognized at September 30, 2013 and 2012 was $1.1 million and $2.1 million, respectively, and the weighted average period over which this cost is expected to be recognized as of September 30, 2013 is approximately 1.6 years.
Post-Employment Benefits
Post-Employment Benefits
Post-Employment Benefits
We sponsor a contributory post-retirement plan that provides medical, dental and life insurance benefits for qualifying U.S. retired employees (referred to as the “OPEB Plan”).
The following table summarizes the components of net periodic benefit recognized in the condensed consolidated statements of operations (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Service cost
$
1

 
$
1

 
$
3

 
3

Interest cost
4

 
4

 
12

 
12

Expected return on plan assets
(17
)
 
(16
)
 
(51
)
 
(49
)
Amortization of net gain
(6
)
 
(9
)
 
(18
)
 
(27
)
Net periodic benefit
$
(18
)
 
$
(20
)
 
$
(54
)
 
$
(61
)

Future contributions to the Plans
We expect to make contributions to the OPEB Plan for the year ended December 31, 2013 of $0.1 million.
Commitments and Contingencies
Commitments and Contingencies Disclosure [Text Block]
Commitments and Contingencies
Legal proceedings
On September 5, 2013, HPIP, our General Partner and the Partnership were named as defendants in an action filed by AIM challenging the Equity Restructuring. AIM Midstream Holdings, LLC v. High Point Infrastructure Partners, LLC, American Midstream GP, LLC and American Midstream Partners, LP (Civil Action No. 8803-VCP) was filed in the Court of Chancery of the State of Delaware. Among claims against the other parties to the litigation, the action asserts a claim of tortuous interference with contract against the Partnership and seeks either rescission of the Equity Restructuring Agreement or, in the alternative, monetary damages. While we cannot predict the ultimate outcome of this litigation, we do not believe it will be material to our operations or financial results.
Environmental matters
We are subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent to natural gas pipeline and processing 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.
Commitments and contractual obligations
Future non-cancelable commitments related to certain contractual obligations as of September 30, 2013 are presented below (in thousands):
 
 
Payments Due by Period
 
Total
 
2013
 
2014
 
2015
 
2016
 
2017
 
Thereafter
Operating leases and service contracts (a)
$
4,282

 
$
154

 
$
793

 
$
762

 
$
531

 
$
506

 
$
1,536

Asset retirement obligations
34,440

 
—

 
—

 
—

 
7,867

 
—

 
26,573

Total
$
38,722

 
$
154

 
$
793

 
$
762

 
$
8,398

 
$
506

 
$
28,109


(a) Operating leases and service contracts have been reduced by total minimum sublease rentals of $0.2 million due in the future under non-cancelable subleases.
Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Operating leases
$
357

 
$
254

 
$
841

 
$
692

Asset retirement obligation
191

 
10

 
358

 
23

 
$
548

 
$
264

 
$
1,199

 
$
715

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 American Midstream, LLC, 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, 2013, administrative and operational services expenses of $3.3 million and $10.3 million, respectively, were charged to us by our General Partner. During the three and nine months ended September 30, 2012, administrative and operational services expenses of $3.1 million and $9.3 million, respectively, were charged to us by our General Partner. For the three and nine months ended September 30, 2013, our General Partner incurred approximately $0.2 million and $0.6 million, respectively, of costs associated with certain business development activities. If the business development activities result in a project that will be pursued and funded by the Partnership, we will reimburse our General Partner for the business development costs related to that project. For the three and nine months ended September 30, 2013, we incurred business development costs of approximately $0.9 million associated with projects led by an affiliate of our General Partner. We expect to be reimbursed by this affiliate of our General Partner for the business development costs related to those projects.
Reporting Segments
Reporting Segments
Reporting Segments

Our operations are located in the United States and are organized into three reporting segments: (1) Gathering and Processing, (2) Transmission and (3) Terminals.

Gathering and Processing

Our Gathering and Processing segment provides “wellhead-to-market” services, 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, performing fractionation and selling or delivering pipeline-quality natural gas and NGLs to various markets and pipeline systems, to producers of natural gas and oil.

Transmission

Our Transmission segment transports and delivers natural gas from producing wells, receipt points or pipeline interconnects for shippers and other customers, including local distribution companies, or LDCs, utilities, and industrial and 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 crude oil, bunker fuel, distillates, chemicals and agricultural products.

These segments are monitored separately by management for performance and are consistent with 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 a performance measure utilized by management to monitor the business of each segment.

The contribution of the High Point System, which occurred concurrently with HPIP's acquisition of 90% of our General Partner, is presented within our Transmission Segment. The acquisiton of Blackwater is presented within our Terminals Segment. The following tables set forth our segment information for the three and nine months ended September 30, 2013 and 2012 (in thousands):
 
 
Three months ended September 30,
 
2013
 
2012
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
Revenue
$
48,873

 
$
27,704

 
$
3,458

 
$
80,035

 
$
41,637

 
$
12,710

 
$
54,347

Loss on commodity derivatives, net
(499
)
 
—

 
—

 
(499
)
 
(946
)
 
—

 
(946
)
Total revenue
48,374

 
27,704

 
3,458

 
79,536

 
40,691

 
12,710

 
53,401

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
38,162

 
19,811

 
—

 
57,973

 
32,105

 
9,260

 
41,365

Direct operating expenses
3,720

 
3,994

 
630

 
8,344

 
3,567

 
1,762

 
5,329

Selling, general and administrative expenses
 
 
 
 
 
 
5,157

 
 
 
 
 
3,246

Equity compensation expense
 
 
 
 
 
 
392

 
 
 
 
 
474

Depreciation, amortization and accretion expense
 
 
 
 
 
 
7,880

 
 
 
 
 
5,504

Total operating expenses
 
 
 
 
 
 
79,746

 
 
 
 
 
55,918

Gain on sale of assets, net
 
 
 
 
 
 
—

 
 
 
 
 
4

Operating loss
 
 
 
 
 
 
(210
)
 
 
 
 
 
(2,513
)
Interest and other expense
 
 
 
 
 
 
(2,636
)
 
 
 
 
 
(1,501
)
Net loss before income tax benefit
 
 
 
 
 
 
(2,846
)
 
 
 
 
 
(4,014
)
Income tax benefit
 
 
 
 
 
 
214

 
 
 
 
 
—

Net loss from continuing operations
 
 
 
 
 
 
(2,632
)
 
 
 
 
 
(4,014
)
Gain (loss) on discontinued operations (a)
 
 
 
 
 
 
91

 
 
 
 
 
(12
)
Net loss
 
 
 
 
 
 
(2,541
)
 
 
 
 
 
(4,026
)
Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
190

 
 
 
 
 
249

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(2,731
)
 
 
 
 
 
$
(4,275
)
Segment gross margin (b) (c)
$
10,688

 
$
7,864

 
$
2,828

 
$
21,380

 
$
10,310

 
$
2,668

 
$
12,978

 
 
Nine months ended September 30,
 
2013
 
2012
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
Revenue
$
144,658

 
$
65,532

 
$
6,326

 
$
216,516

 
$
101,307

 
$
37,116

 
$
138,423

Gain on commodity derivatives, net
110

 
—

 
—

 
110

 
3,157

 
—

 
3,157

Total revenue
144,768

 
65,532

 
6,326

 
216,626

 
104,464

 
37,116

 
141,580

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
116,568

 
46,103

 
—

 
162,671

 
74,775

 
25,300

 
100,075

Direct operating expenses
10,694

 
8,943

 
1,261

 
20,898

 
7,531

 
4,019

 
11,550

Selling, general and administrative expenses
 
 
 
 
 
 
13,748

 
 
 
 
 
10,101

Equity compensation expense
 
 
 
 
 
 
1,877

 
 
 
 
 
1,272

Depreciation, amortization and accretion expense
 
 
 
 
 
 
22,271

 
 
 
 
 
15,722

Total operating expenses
 
 
 
 
 
 
221,465

 
 
 
 
 
138,720

Gain on involuntary conversion of property, plant and equipment
 
 
 
 
 
 
343

 
 
 
 
 
—

Gain on sale of assets, net
 
 
 
 
 
 
—

 
 
 
 
 
121

Loss on impairment of property, plant and equipment
 
 
 
 
 
 
(15,232
)
 
 
 
 
 
—

Operating (loss) income
 
 
 
 
 
 
(19,728
)
 
 
 
 
 
2,981

Interest and other expense
 
 
 
 
 
 
(6,958
)
 
 
 
 
 
(3,083
)
Net loss before income tax benefit
 
 
 
 
 
 
(26,686
)
 
 
 
 
 
(102
)
Income tax benefit
 
 
 
 
 
 
589

 
 
 
 
 
—

Net loss from continuing operations
 
 
 
 
 
 
(26,097
)
 
 
 
 
 
(102
)
(Loss) gain on discontinued operations (a)
 
 
 
 
 
 
(1,766
)
 
 
 
 
 
94

Net loss
 
 
 
 
 
 
(27,863
)
 
 
 
 
 
(8
)
Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
533

 
 
 
 
 
249

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(28,396
)
 
 
 
 
 
$
(257
)
Segment gross margin (b) (c)
$
28,454

 
$
19,296

 
$
5,065

 
$
52,815

 
$
27,321

 
$
9,472

 
$
36,793


(a)
Gain (loss) on discontinued operations impacts our Gathering and Processing Segment.
(b)
Segment gross margin for our Gathering and Processing Segment consists of revenue, realized gain (loss) on commodity derivatives less construction, operating and maintenance agreement (“COMA”) income, less purchases of natural gas, NGLs and condensate. Segment gross margin for our Transmission Segment consists of revenue, less COMA income, less purchases of natural gas. 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. Effective October 1, 2012, we changed our segment gross margin measure to exclude COMA income. For the three months ended September 30, 2013 and 2012, $0.3 million and less than $0.1 million, respectively in COMA income was excluded from our Gathering and Processing segment gross margin and less than $0.1 million and $0.8 million, respectively, in COMA income was excluded from our Transmission Segment gross margin. For the nine months ended September 30, 2013 and 2012, $0.4 million and $0.6 million, respectively, in COMA income was excluded from our Gathering and Processing Segment gross margin and $0.1 million and $2.3 million, respectively, in COMA income was excluded from our Transmission segment gross margin.
(c)
Segment gross margin for our Terminals segment consists of revenue generated from fee-based compensation on guaranteed "take or pay" contracts and throughput fees charged to our customers less direct operating expense which includes direct labor, general materials and supplies and direct overhead.

Asset information, including capital expenditures, by segment is not included in reports used by our management in their monitoring of performance and therefore is not disclosed.
Subsidiary Guarantors
Subsidiary Guarantors
Subsidiary Guarantors

The Partnership has filed a registration statement on Form S-3 with the SEC to register, among other securities, the future issuance of debt securities. The subsidiaries of the Partnership (the "Subsidiaries") are co-registrants with the Partnership for the purpose of issuing guarantees of debt securities by one or more of the Subsidiaries (other than American Midstream Finance Corporation, a 100% owned subsidiary of the Partnership whose sole purpose is to act as co-issuer of such debt securities). The financial position and operations of the co-issuer are minor and therefore have been included with the Parent's financial information. As of June 30, 2012, the Subsidiaries were 100% owned by the Partnership and any guarantees by the Subsidiaries will be full and unconditional. Beginning July 1, 2012, the Partnership has had an investment in the non-guarantor subsidiaries equal to a 87.4% undivided interest in its Chatom System. The Partnership has no assets or operations independent of the Subsidiaries, and there are no significant restrictions upon the ability of the Subsidiaries to distribute funds to the Partnership. In the event that more than one of the Subsidiaries provides guarantees of any debt securities issued by the Partnership, such guarantees will constitute joint and several obligations. None of the assets of the Partnership or the Subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended. For purposes of the following unaudited condensed consolidating financial information, the Partnership's investments in its Subsidiaries and the guarantor subsidiaries' investment in its 87.4% undivided interest in the Chatom System are presented in accordance with the equity method of accounting. The financial information may not necessarily be indicative of the financial position, results of operations, or cash flows had the subsidiary guarantors operated as independent entities. Condensed consolidating financial information for the Partnership, its combined guarantor subsidiaries and non-guarantor subsidiary as of September 30, 2013 and December 31, 2012 and for the three and nine months ended September 30, 2013 and 2012 are as follows (in thousands):
 
 Condensed Consolidating Balance Sheet
 
September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
1

$
3,472

$
—

$
—

$
3,473

Accounts receivable
—

4,144

1,502

—

5,646

Unbilled revenue
—

20,107

3,649

—

23,756

Risk management assets
—

1,050

—

—

1,050

Other current assets
—

4,753

473

—

5,226

Current assets held for sale
—

1,276

—

—

1,276

Total current assets
1

34,802

5,624

—

40,427

Property, plant and equipment, net
—

257,864

58,791

—

316,655

Noncurrent assets held for sale, net
—

3,016

—

—

3,016

Intangible assets, net
—

4,351

—

—

4,351

Goodwill
—

16,447

—

—

16,447

Deferred tax asset
—

5,741

—

—

5,741

Investment in subsidiaries
149,782

53,607

—

(203,389
)
—

Other assets, net
—

6,202

—

—

6,202

Total assets
$
149,783

$
382,030

$
64,415

$
(203,389
)
$
392,839

 
 
 
 
 
 
Liabilities, Equity and Partners’ Capital
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable
$
—

$
2,038

$
210

$
—

$
2,248

Accrued gas purchases
—

13,706

2,614

—

16,320

Accrued expenses and other current liabilities
856

16,576

116

—

17,548

Risk management liabilities
—

349

—

—

349

Current portion of long-term debt
—

7,281

—

—

7,281

Current portion of loans to affiliate
—

20,000

—

—

20,000

Current liabilities held for sale
—

1,355

—

—

1,355

Total current liabilities
856

61,305

2,940

—

65,101

Risk management liabilities
—

122

—

—

122

Assets retirement obligations
—

33,972

468

—

34,440

Other liabilities
—

215

—

—

215

Long-term debt
—

124,888

—

—

124,888

Deferred tax liability
—

10,760

—

—

10,760

Long-term liabilities held for sale
—

986

—

—

986

Total liabilities
856

232,248

3,408

—

236,512

Convertible preferred units
92,912

—

—

—

92,912

Total partners' capital
56,015

149,782

53,607

(203,389
)
56,015

Noncontrolling interest
—

—

7,400

—

7,400

Total equity and partners' capital
56,015

149,782

61,007

(203,389
)
63,415

Total liabilities, equity and partners' capital
$
149,783

$
382,030

$
64,415

$
(203,389
)
$
392,839


 
 Condensed Consolidating Balance Sheet
 
December 31, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
1

$
575

$
—

$
—

$
576

Accounts receivable
—

1,612

346

—

1,958

Unbilled revenue
—

18,102

3,410

—

21,512

Risk management assets
—

969

—

—

969

Other current assets
—

2,967

259

—

3,226

Total current assets
1

24,225

4,015

—

28,241

Property, plant and equipment, net
—

165,001

58,818

—

223,819

Investment in subsidiaries
80,164

51,613

—

(131,777
)
—

Other assets, net
—

4,636

—

—

4,636

Total assets
$
80,165

$
245,475

$
62,833

$
(131,777
)
$
256,696

 
 
 
 
 
 
Liabilities, Equity and Partners’ Capital
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable
$
—

$
5,100

$
427

$
—

$
5,527

Accrued gas purchases
—

14,606

2,428

—

17,034

Accrued expenses and other current liabilities
—

9,150

469

—

9,619

Total current liabilities
—

28,856

3,324

—

32,180

Asset retirement obligations
—

7,861

458

—

8,319

Other liabilities
—

309

—

—

309

Long-term debt
—

128,285

—

—

128,285

Total liabilities
—

165,311

3,782

—

169,093

Total partners' capital
80,165

80,164

51,613

(131,777
)
80,165

Noncontrolling interest
—

—

7,438

—

7,438

Total equity and partners' capital
80,165

80,164

59,051

(131,777
)
87,603

Total liabilities, equity and partners' capital
$
80,165

$
245,475

$
62,833

$
(131,777
)
$
256,696



 
 Condensed Consolidating Statements of Operations
 
Three months ended September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Revenue
$
—

$
66,363

$
14,562

$
(890
)
$
80,035

Loss on commodity derivatives, net
—

(499
)
—

—

(499
)
Total revenue
—

65,864

14,562

(890
)
79,536

Operating expenses:
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
—

47,361

11,502

(890
)
57,973

Direct operating expenses
—

7,138

1,206

—

8,344

Selling, general and administrative expenses
—

5,157

—

—

5,157

Equity compensation expense
—

392

—

—

392

Depreciation, amortization and accretion expense
—

7,465

415

—

7,880

Total operating expenses
—

67,513

13,123

(890
)
79,746

Operating (loss) income
—

(1,649
)
1,439

—

(210
)
Other income (expense):
 
 
 
 
 
(Loss) earnings from consolidated affiliates
(2,731
)
1,249

—

1,482

—

Interest expense
—

(2,636
)
—

—

(2,636
)
Net (loss) income before income tax benefit
(2,731
)
(3,036
)
1,439

1,482

(2,846
)
Income tax benefit
—

214

—

—

214

Net (loss) income from continuing operations
(2,731
)
(2,822
)
1,439

1,482

(2,632
)
Discontinued operations
—

91

—

—

91

Net (loss) income
(2,731
)
(2,731
)
1,439

1,482

(2,541
)
Net income attributable to noncontrolling interests
—

—

190

—

190

Net (loss) income attributable to the Partnership
$
(2,731
)
$
(2,731
)
$
1,249

$
1,482

$
(2,731
)

 
 Condensed Consolidating Statements of Operations
 
Three months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Revenue
$
—

$
39,346

$
15,371

$
(370
)
$
54,347

Loss on commodity derivatives, net
—

(946
)
—

—

(946
)
Total revenue
—

38,400

15,371

(370
)
53,401

Operating expenses:
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
—

30,194

11,541

(370
)
41,365

Direct operating expenses
—

4,351

978

—

5,329

Selling, general and administrative expenses
—

3,150

96

—

3,246

Equity compensation expense
—

474

—

—

474

Depreciation, amortization and accretion expense
—

5,102

402

—

5,504

Total operating expenses
—

43,271

13,017

(370
)
55,918

Gain on sale of assets, net
—

4

—

—

4

Operating (loss) income
—

(4,867
)
2,354

—

(2,513
)
Other income (expense):
 
 
 
 
 
(Loss) earnings from consolidated affiliates
(4,275
)
2,105

—

2,170

—

Interest expense
—

(1,501
)
—

—

(1,501
)
Net (loss) income from continuing operations
(4,275
)
(4,263
)
2,354

2,170

(4,014
)
Discontinued operations
—

(12
)
—

—

(12
)
Net (loss) income
(4,275
)
(4,275
)
2,354

2,170

(4,026
)
Net income attributable to noncontrolling interests
—

—

249

—

249

Net (loss) income attributable to the Partnership
$
(4,275
)
$
(4,275
)
$
2,105

$
2,170

$
(4,275
)


 
 Condensed Consolidating Statements of Operations
 
Nine months ended September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Revenue
$
—

$
179,059

$
41,818

$
(4,361
)
$
216,516

Gains on commodity derivatives, net
—

110

—

—

110

Total revenue
—

179,169

41,818

(4,361
)
216,626

Operating expenses:
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
—

134,041

32,991

(4,361
)
162,671

Direct operating expenses
—

17,490

3,408

—

20,898

Selling, general and administrative expenses
—

13,748

—

—

13,748

Equity compensation expense
—

1,877

—

—

1,877

Depreciation, amortization and accretion expense
—

21,028

1,243

—

22,271

Total operating expenses
—

188,184

37,642

(4,361
)
221,465

Gain on involuntary conversion of property, plant and equipment
—

343

—

—

343

Loss on impairment of property, plant and equipment
—

(15,232
)
—

—

(15,232
)
Operating (loss) income
—

(23,904
)
4,176

—

(19,728
)
Other income (expense):








 
(Loss) earnings from consolidated affiliates
(28,396
)
3,643

—

24,753

—

Interest expense
—

(6,958
)
—

—

(6,958
)
Net (loss) income before income tax benefit
(28,396
)
(27,219
)
4,176

24,753

(26,686
)
Income tax benefit
—

589

—

—

589

Net (loss) income from continuing operations
(28,396
)
(26,630
)
4,176

24,753

(26,097
)
Discontinued operations
—

(1,766
)
—

—

(1,766
)
Net (loss) income
(28,396
)
(28,396
)
4,176

24,753

(27,863
)
Net income attributable to noncontrolling interests
—

—

533

—

533

Net (loss) income attributable to the Partnership
$
(28,396
)
$
(28,396
)
$
3,643

$
24,753

$
(28,396
)

 
 Condensed Consolidating Statements of Operations
 
Nine months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Revenue
$
—

$
123,422

$
15,371

$
(370
)
$
138,423

Gain on commodity derivatives, net
—

3,157

—

—

3,157

Total revenue
—

126,579

15,371

(370
)
141,580

Operating expenses:
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
—

88,904

11,541

(370
)
100,075

Direct operating expenses
—

10,572

978

—

11,550

Selling, general and administrative expenses
—

10,005

96

—

10,101

Equity compensation expense
—

1,272

—

—

1,272

Depreciation, amortization and accretion expense
—

15,320

402

—

15,722

Total operating expenses
—

126,073

13,017

(370
)
138,720

Gain on sale of assets, net
—

121

—

—

121

Operating income
—

627

2,354

—

2,981

Other income (expense):
 
 
 
 
 
(Loss) earnings from consolidated affiliates
(257
)
2,105

—

(1,848
)
—

Interest expense
—

(3,083
)
—

—

(3,083
)
Net (loss) income from continuing operations
(257
)
(351
)
2,354

(1,848
)
(102
)
Discontinued operations
—

94

—

—

94

Net (loss) income
(257
)
(257
)
2,354

(1,848
)
(8
)
Net income attributable to noncontrolling interests
—

—

249

—

249

Net (loss) income attributable to the Partnership
$
(257
)
$
(257
)
$
2,105

$
(1,848
)
$
(257
)

 
 Condensed Consolidating Statements of Comprehensive Income
 
Three months ended September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net (loss) income
$
(2,731
)
$
(2,731
)
$
1,439

$
1,482

$
(2,541
)
Unrealized loss on post retirement benefit plan assets and liabilities
(34
)
(34
)
—

34

(34
)
Comprehensive (loss) income
(2,765
)
(2,765
)
1,439

1,516

(2,575
)
Less: Comprehensive income attributable to noncontrolling interests
—

—

190

—

190

Comprehensive (loss) income attributable to the Partnership
$
(2,765
)
$
(2,765
)
$
1,249

$
1,516

$
(2,765
)

 
 Condensed Consolidating Statements of Comprehensive Income
 
Three months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net (loss) income
$
(4,275
)
$
(4,275
)
$
2,354

$
2,170

$
(4,026
)
Unrealized gain on post retirement benefit plan assets and liabilities
23

23

—

(23
)
23

Comprehensive (loss) income
(4,252
)
(4,252
)
2,354

2,147

(4,003
)
Less: Comprehensive income attributable to noncontrolling interests
—

—

249

—

249

Comprehensive (loss) income attributable to the Partnership
$
(4,252
)
$
(4,252
)
$
2,105

$
2,147

$
(4,252
)

 
 Condensed Consolidating Statements of Comprehensive Income
 
Nine months ended September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net (loss) income
$
(28,396
)
$
(28,396
)
$
4,176

$
24,753

$
(27,863
)
Unrealized loss on post retirement benefit plan assets and liabilities
(90
)
(90
)
—

90

(90
)
Comprehensive (loss) income
(28,486
)
(28,486
)
4,176

24,843

(27,953
)
Less: Comprehensive income attributable to noncontrolling interests
—

—

533

—

533

Comprehensive (loss) income attributable to the Partnership
$
(28,486
)
$
(28,486
)
$
3,643

$
24,843

$
(28,486
)

 
 Condensed Consolidating Statements of Comprehensive Income
 
Nine months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net (loss) income
$
(257
)
$
(257
)
$
2,354

$
(1,848
)
$
(8
)
Unrealized gain on post retirement benefit plan assets and liabilities
40

40

—

(40
)
40

Comprehensive (loss) income
(217
)
(217
)
2,354

(1,888
)
32

Less: Comprehensive income attributable to noncontrolling interests
—

—

249

—

249

Comprehensive (loss) income attributable to the Partnership
$
(217
)
$
(217
)
$
2,105

$
(1,888
)
$
(217
)


 
 Condensed Consolidating Statements of Cash Flows
 
Nine months ended September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net cash provided by operating activities
$
—

$
11,413

$
4,174

$
—

$
15,587

Cash flows from investing activities
 
 
 
 
 
Additions to property, plant and equipment
—

(22,841
)
(1
)
—

(22,842
)
Proceeds from property damage insurance recoveries
—

482

—

—

482

Net contributions from affiliates
12,458

—

—

(12,458
)
—

Net distributions to affiliates
(27,468
)
—

—

27,468

—

Net cash used in investing activities
(15,010
)
(22,359
)
(1
)
15,010

(22,360
)
Cash flows from financing activities
 
 
 
 
 
Net contributions from affiliates
—

27,468

—

(27,468
)
—

Net distributions to affiliates
—

(8,856
)
(3,602
)
12,458

—

Unit holder contributions
13,075

—

—

—

13,075

Unit holder distributions
(12,458
)
—

—

—

(12,458
)
Issuance of Series A convertible preferred units
14,393

—

—

—

14,393

Net distributions to noncontrolling interest owners
—

—

(571
)
—

(571
)
LTIP tax netting unit repurchase
—

(400
)
—

—

(400
)
Payments for deferred debt issuance costs
—

(1,509
)
—

—

(1,509
)
Payments on other debt
—

(2,231
)
—

—

(2,231
)
Borrowings on other debt
—

1,495

—

—

1,495

Payments on bank loans
—

(1,072
)
—

—

(1,072
)
Borrowings on bank loans
—

6,200

—

—

6,200

Payments on long-term debt
—

(99,821
)
—

—

(99,821
)
Borrowings on long-term debt
—

92,571

—

—

92,571

Net cash provided by (used in) financing activities
15,010

13,845

(4,173
)
(15,010
)
9,672

Net increase in cash and cash equivalents
—

2,899

—

—

2,899

Cash and cash equivalents
 
 
 
 
 
Beginning of period
1

575

—

—

576

End of period
$
1

$
3,474

$
—

$
—

$
3,475

Supplemental cash flow information
 
 
 
 
 
Interest payments
$
—

$
5,051

$
—

$
—

$
5,051

Supplemental non-cash information
 
 
 
 
 
Decrease in accrued property, plant and equipment
$
—

$
(6,080
)
$
—

$
—

$
(6,080
)
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
$
59,995

$
—

$
—

$
—

$
59,995

Net assets contributed
$
22,129

$
—

$
—

$
—

$
22,129

Fair value of Series A Units in excess of net assets received
$
15,612

$
—

$
—

$
—

$
15,612

Accrued unitholder distribution for Series A Units
$
2,912

$
—

$
—

$
—

$
2,912


 
Revised Condensed Consolidating Statements of Cash Flows
 
Nine months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net cash provided by operating activities
$
—

$
14,122

$
2,354

—

16,476

Cash flows from investing activities
 
 
 
 
 
Cost of acquisition, net of cash acquired
—

(51,377
)
—

—

(51,377
)
Additions to property, plant and equipment
—

(4,196
)
(269
)
—

(4,465
)
Proceeds from disposal of property, plant and equipment
—

126

—

—

126

Net contributions from affiliates
12,050

—

—

(12,050
)
—

Net distributions to affiliates
(13
)
—

—

13

—

Net cash provided by (used in) investing activities
12,037

(55,447
)
(269
)
(12,037
)
(55,716
)
Cash flows from financing activities
 
 
 
 
 
Net contributions from affiliates
—

13

—

(13
)
—

Net distributions to affiliates
—

(10,214
)
(1,836
)
12,050

—

Unit holder contributions
13

—

—

—

13

Unit holder distributions
(12,050
)
—

—

—

(12,050
)
Net distributions to noncontrolling interest owners
—

—

(249
)
—

(249
)
LTIP tax netting unit repurchase
—

(88
)
—

—

(88
)
Payments for deferred debt issuance costs
—

(1,140
)
—

—

(1,140
)
Payments on long-term debt
—

(42,310
)
—

—

(42,310
)
Borrowings on long-term debt
—

94,690

—

—

94,690

Net cash (used in) provided by financing activities
(12,037
)
40,951

(2,085
)
12,037

38,866

Net decrease in cash and cash equivalents
—

(374
)
—

—

(374
)
Cash and cash equivalents
 
 
 
 
 
Beginning of period
1

870

—

—

871

End of period
$
1

$
496

$
—

$
—

$
497

Supplemental cash flow information
 
 
 
 
 
Interest payments
$
—

$
1,894

—

—

1,894

Supplemental non-cash information
 
 
 
 
 
Increase in accrued property, plant and equipment
$
—

$
808

$
—

$
—

$
808


We corrected a classification error in the previously presented subsidiary guarantor statements of cash flows for the nine months ended September 30, 2012 in this Form 10-Q related to net distributions to affiliates within Guarantor Subsidiaries and Non-Guarantor Subsidiary of $10.2 million and $1.8 million, respectively, presented in net cash used in investing activities which is now presented as net distributions to affiliates within Guarantor Subsidiaries and Non-Guarantor Subsidiary of $10.2 million and $1.8 million, respectively in net cash provided by financing activities. This classification error has no impact to the consolidated financial statements.
Liquidity
Liquidity
Liquidity
We are required to comply with certain financial covenants and ratios in our credit facility. As of December 31, 2012, the Consolidated Total Leverage Ratio, one of the primary financial covenants that we are required to maintain under our credit facility, was not to exceed 4.50 times. At December 31, 2012, our total indebtedness was approximately $130.9 million, which caused our Consolidated Total Leverage Ratio to be approximately 5.70 to 1.00. As a result, on December 26, 2012, the Partnership entered into the Third Amendment. The Third Amendment provided for a waiver of the Partnership's compliance with the Consolidated Total Leverage Ratio with respect to the quarter ended December 31, 2012 and for one month thereafter. The Third Amendment also requires the Partnership to provide certain financial and operating information of the Partnership on a monthly basis for 2013 and for any month after 2013 in which the Consolidated Total Leverage Ratio of the Partnership is in excess of 4.00 to 1.00. The remaining material terms and conditions of the senior secured revolving credit facility, including pricing, maturity and covenants, remained unchanged by the Third Amendment.
On January 24, 2013, the Partnership entered into the second waiver to the credit facility that extended the waiver period with respect to the Consolidated Total Leverage Ratio to March 31, 2013 (and subsequently extended to April 16, 2013). Additional covenants during the waiver period included i) total outstanding borrowings under the credit facility shall not exceed $150.0 million; ii) restrictions on certain acquisitions; iii) an increase to the Eurodollar rate by 0.50%; iv) additional fees of 0.125% of the principal amount on each of February 28, 2013 and March 31, 2013; and v) execution of a compliance certificate.
On April 15, 2013, we repaid approximately $12.5 million in outstanding borrowings under the credit agreement and entered into the Fourth Amendment in connection with the ArcLight Transaction. As a result, we had approximately $130 million of outstanding borrowings as of April 15, 2013 and approximately $45 million of available borrowing capacity as a result of the reduction of our borrowing capacity to a total of $175 million as described below. After the Fourth Amendment and until the quarter ended June 30, 2013, we were not required to meet a Consolidated Total Leverage Ratio under our credit facility.
On September 30, 2013, we received $12.5 million from HPIP which was used to repay outstanding borrowings under the credit agreement. Please see Note 12 "Partners' Capital" for more details.
As of October 31, 2013, we had approximately $129.2 million of outstanding borrowings and approximately $33.7 million of available borrowing capacity.
The Fourth Amendment provided for the following:
•
Permits the consummation of the ArcLight Transactions and the PIK Distribution according to the terms of the Amended Partnership Agreement are permitted;
•
Commencing on October 1, 2013, the aggregate commitments of the lenders under the credit agreement will be reduced to $175 million if an equity contribution to the Partnership of $12.5 million that is used to repay borrowings under the credit facility by October 1, 2013 (which occurred on September 30, 2013);
•
The total outstanding borrowings under the credit agreement are limited to $175 million until such equity contribution and debt repayment has occurred (which occurred on September 30, 2013), at which time the maximum permitted borrowings under the credit agreement will be raised to $200 million;
•
The margins relating to our (i) Eurodollar-based loans range from 2.50% to 4.75% depending on the Consolidated Total Leverage ratio then in effect, and (ii) base rate loans range from 1.50% to 3.75%;
•
The definition of Consolidated Total Indebtedness will not include the Series A Units or certain unsecured surety bonds relating to the High Point System;
•
The definition of Consolidated EBITDA (the consolidated EBITDA for the quarters ended June 30 and September 30, 2013 will be annualized for purposes of the Consolidated Total Leverage Ratio) will:
◦
include, on a pro forma basis, the consolidated EBITDA of the High Point System as if they were owned by the Partnership beginning on January 1, 2013;
◦
exclude any insurance proceeds attributable to any event occurring prior to January 1, 2013; and
◦
exclude any one-time, non-recurring transaction expenses of the Partnership incurred in connection with the ArcLight Transactions or the Fourth Amendment.
•
During the period that commenced with the quarter ended March 31, 2013 and that ends with the quarter ended December 31, 2013, unless the Partnership has permanently canceled at least 20% of the number of subordinated units outstanding on April 15, 2013 (which occurred through the Equity Restructuring), the Partnership must reduce any quarterly cash distribution on either its subordinated units or Series A Units (at the Partnership's election) by an aggregate of $0.4 million per quarter, and such reduction may not be replaced by in-kind distributions of Partnership securities;
•
The maximum Consolidated Total Leverage Ratio permitted as of the end of any fiscal quarter cannot exceed the ratio set forth below:
Fiscal Quarter Ended
Consolidated Total Leverage Ratio
June 30, 2013
5.90:1.00
September 30, 2013
5.90:1.00
December 31, 2013
5.75:1.00
March 31, 2014
5.75:1.00
June 30, 2014
5.75:1.00
September 30, 2014
5.50:1.00
December 31, 2014
5.25:1.00
March 31, 2015 and each fiscal quarter thereafter
4.50:1.00


•
The Partnership agrees to cooperate with and pay the fees and expenses incurred by Bank of America, N.A., the administrative agent for the credit agreement, in connection with its engagement of FTI Consulting to advise and assist it in an assessment of the Partnership's financial condition; and
•
The lenders permanently waived the Partnership's failure to comply with covenants relating to the Partnership's Consolidated Total Leverage Ratio for the quarters ended December 31, 2012 and March 31, 2013.

The Partnership believes that the consummation of the ArcLight Transactions and Equity Restructuring will allow it to comply with the Consolidated Total Leverage to EBITDA ratio in the Fourth Amendment. However, while we were in compliance with financial covenants of the Fourth Amendment as of September 30, 2013, no assurances can be given that the Partnership's future results of operations will allow us to comply with financial covenants of the Fourth Amendment. If we are not able to generate sufficient cash flows from operations to comply with the financial covenants in the Fourth Amendment and we are not able enter into an agreement to refinance or obtain covenant default waivers, then the outstanding balance under our credit facility could become due and payable upon acceleration by the lenders in our banking group and other agreements with cross-default provisions, if any, could become due. In addition, failure to comply with any of the covenants under our Fourth Amendment could adversely affect our ability to fund ongoing operations and growth capital requirements as well as our ability to pay distributions to our unitholders.
Subsequent Events
Subsequent Events
Subsequent Events

Distribution

On October 25, 2013, we announced a distribution of $0.4525 per unit for the quarter ended September 30, 2013, or $1.81 per unit on an annualized basis, payable on November 14, 2013 to unitholders of record on November 7, 2013.

Amendment to Partnership Agreement

Effective as of October 28, 2013, we entered into the First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (“Fourth Amended and Restated Partnership Agreement”) to clarify that only those Unitholders holding Common Units (and not those Unitholders holding Series A Preferred Units) are entitled to receive a distribution of remaining Available Cash from Operating Surplus pursuant to Section 6.4(b)(iii)(C) of Fourth Amended and Restated Partnership Agreement (as each term is defined in the Fourth Amended and Restated Partnership Agreement).

Blackwater acquisition
On October 7, 2013, Blackwater entered into a $12 million term note with a maturity date of December 31, 2013, as well as amendments to their credit agreement. Also on October 7, 2013, Blackwater entered into a $30 million one-year credit agreement with Barclays bank. As part of the Blackwater acquisition these amounts were settled in full and not acquired.

On December 11, 2013, the Partnership and certain of its affiliates entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. (the “Underwriter”), providing for the issuance and sale by the Partnership, and the purchase by the Underwriter, of 2,400,000 common units representing limited partner interests in the Partnership (the “Common Units”) at a price to the public of $22.47 per Common Unit (the “Offering”). The Offering of the Common Units was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3 (Registration No. 333-183818) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) that became effective on November 27, 2013, as supplemented by a Prospectus Supplement dated December 13, 2013, as filed with the Commission on December 13, 2013, pursuant to Rule 424(b)(2) of the Securities Act. Pursuant to the Underwriting Agreement, the Partnership granted the Underwriter a 30-day option to purchase up to an additional 360,000 Common Units on the same terms as those relating to the Common Units sold by the Partnership in the Offering. The Partnership used the net proceeds of the Offering to fund a portion of the $60 million purchase price for Blackwater.

Effective December 17, 2013, the Partnership completed the Merger of Blackwater, an owner, developer and operator of petroleum, agricultural, and chemical liquid terminal storage facilities.
Goodwill and intangible assets Goodwill and intangible assets (Notes)
Goodwill and Intangible Assets Disclosure [Text Block]
Goodwill of $16.4 million was contributed to the Partnership as part of the Blackwater acquisition. Goodwill is not amortized and is assessed for impairment annually or more frequently if an event or circumstance indicates that an impairment may have occurred. Goodwill was recorded as a result of the excess of the investment by ArcLight in Blackwater over the fair market value of the identifiable net assets and customer contracts acquired in 2012 and offset to the calculated deferred tax benefit amount as of March 31, 2013.
Intangible assets, net, consist of customer contracts contributed to the Partnership as part of the Blackwater acquisition. The intangible assets are amortized on a straight-line basis over the economic lives of the customer contracts, currently ranging from 5 months to thirty-five months. Intangible assets, net, consist of the following as of September 30, 2013 (in thousands):
 
September 30, 2013
Customer contracts
$
12,082

Accumulated amortization
(7,731
)
Intangible assets, net
$
4,351


Amortization expense was $1.2 million and $3.0 million for the three and nine months ended September 30, 2013, respectively.
Discontinued Operations (Notes)
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Discontinued Operations

We classify long-lived assets to be disposed of through sales that meet specific criteria as held for sale. We cease depreciating those assets effective on the date the asset is classified as held for sale. We record those assets at the lower of their carrying value or the estimated fair value less the cost to sell. Until the assets are disposed of, an estimate of the fair value is re-determined when related events or circumstances change.

During the second quarter of 2013, the board of directors of our General Partner approved a plan to sell certain non-strategic gathering and processing assets which meet specific criteria, qualifying them as held for sale. As of September 30, 2013, certain gathering and processing assets were written down by $1.8 million to the estimated fair value less cost to sell. These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined by ASC 820. Primarily using the income approach, the fair value estimates are based on i) present value of estimated EBITDA, ii) an assumed discount rate of 10.0%, and iii) a decline in throughput volumes of 2.5% in 2013 and thereafter.

As part of the Merger with Blackwater, we acquired long-lived terminal assets classified as held for sale. The net book value of the assets and liabilities attributable to those assets are presented separately on the condensed consolidated balance sheet and comprise $0.1 million of Current assets held for sale, $2.1 million of Noncurrent assets held for sale, net, $0.4 million of Current liabilities held for sale and the entire balance of Long-term liabilities held for sale as of September 30, 2013.

The net book value of the gathering and processing assets of $0.9 million is presented as Noncurrent assets held for sale, net on the condensed consolidated balance sheet. Other assets and liabilities of the held for sale assets are presented within Current assets held for sale and Current liabilities held for sale on the Condensed consolidated balance sheet.

As a result of the planned divestiture of these non-strategic midstream assets, we have accounted for these disposal groups as discontinued operations within our Gathering and Processing and Terminal segments. Accordingly, we reclassified and excluded the disposal groups' results of operations from our results of continuing operations and reported the disposal groups' results of operations as Income (loss) from operations of disposal groups in our accompanying condensed consolidated statement of operations for all periods presented. We did not, however, elect to present separately the operating, investing and financing cash flows related to the disposal groups in our accompanying condensed consolidated statement of cash flows as this activity was immaterial for all periods presented. The following table presents the revenue, expense and (loss) gain from operations of disposal groups associated with the assets classified as held for sale for the three and nine months ended September 30, 2013 and 2012 (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
Revenue
$
3,800

 
$
2,923

 
$
11,395

 
$
8,515

Expense
3,709

 
2,935

 
11,354

 
8,421

Impairment
—

 
—

 
1,807

 
—

Income (loss) from operations of disposal groups
$
91

 
$
(12
)
 
$
(1,766
)
 
$
94

Limited partners' net income (loss) per unit from discontinued operations (basic and diluted)
$
0.02

 
$
—

 
$
(0.19
)
 
$
0.01

Income Tax (Notes)
Income Tax Disclosure [Text Block]
The provision for taxes is only attributable to the activities of certain affiliates of Blackwater. The details of the provision for taxes on income for the three and nine months ended September 30, 2013 are as follows (in thousands):

 
Three months ended September 30, 2013
 
Nine months ended September 30, 2013
Federal income tax benefit at statutory rate
$
143

 
$
446

State and local tax benefit
21

 
66

Income not subject to corporate-level tax
85

 
152

Other
(1
)
 
(2
)
Income tax benefit
247

 
662

Tax provision from discontinued operations
(34
)
 
(73
)
Income tax benefit from continuing operations
$
214

 
$
589


The income tax provision related to continuing operations consist of the following (in thousands):
 
Three months ended September 30, 2013
 
Nine months ended September 30, 2013
Current income tax
$
—

 
$
—

Deferred income tax benefit
214

 
589

 
 
 
 
Effective income tax rate
64
%
 
52
%

The effective tax rates for the periods ended September 30, 2013 were greater than the statutory rate due to the inclusion in the financial statements of income of the parent company, which is not taxed at the corporate level.
Organization and Basis of Presentation (Policies)
Nature of Business 
Nature of business
American Midstream Partners, LP (the “Partnership”) was formed on August 20, 2009 as a Delaware limited partnership for the purpose of acquiring and operating certain natural gas pipeline and processing businesses. We provide natural gas gathering, treating, processing, fractionating, marketing and transportation services primarily in the Gulf Coast and Southeast regions of the United States through our ownership and operation of eleven gathering systems, four processing facilities, three interstate pipelines and five intrastate pipelines. We also own a 50% undivided, non-operating interest in a processing plant located in southern Louisiana. We hold our assets in a series of wholly owned limited liability companies as well as a limited partnership. Our capital accounts consist of general partner interests and limited partner interests.
Our interstate and intrastate natural gas pipeline assets transport natural gas through the FERC regulated natural gas pipelines in Louisiana, Mississippi, Alabama and Tennessee. Our interstate and intrastate pipelines include:
•
High Point Gas Transmission, LLC, which owns and operates approximately 400 miles of intrastate pipeline and is connected to 40 meters with 32 active producers and offers processing options at the Toca processing plant with delivery to Southern Natural Gas available downstream of the processing plant in Louisiana;
•
American Midstream (Midla), LLC, which owns and operates approximately 370 miles of interstate pipeline that runs from the Monroe gas field in northern Louisiana south through Mississippi to Baton Rouge, Louisiana; and
•
American Midstream (AlaTenn), LLC, which owns and operates approximately 295 miles of interstate pipeline that runs through the Tennessee River Valley from Selmer, Tennessee to Huntsville, Alabama and serves an eight-county area in Alabama, Mississippi and Tennessee.
ArcLight Transactions
On April 15, 2013, the Partnership, American Midstream GP, LLC, (our "General Partner") and AIM Midstream Holdings, LLC ("AIM"), an affiliate of American Infrastructure MLP Fund, entered into agreements (the "ArcLight Transactions") with High Point Infrastructure Partners, LLC ("HPIP"), an affiliate of ArcLight Capital Partners, LLC, pursuant to which HPIP (i) acquired 90% of our General Partner and all of our subordinated units from AIM and (ii) contributed certain midstream assets and $15.0 million in cash to us in exchange for 5,142,857 newly issued convertible preferred units (the “Series A Units”) issued by the Partnership. Of the $15.0 million cash consideration paid by HPIP, approximately $2.5 million was used to pay certain transaction expenses of HPIP, and the remaining approximately $12.5 million was used to repay borrowings outstanding under the Partnership's credit facility in connection with the Fourth Amendment to our credit agreement ("Fourth Amendment"). As a result of these transactions, which were also consummated on April 15, 2013, HPIP acquired both control of our General Partner and a majority of our outstanding limited partner interests. The midstream assets contributed by HPIP consist of approximately 700 miles of natural gas and liquids pipeline assets located in southeast Louisiana and the shallow water and deep shelf Gulf of Mexico (commonly referred to as the "High Point System"). The High Point System gathers natural gas from both onshore and offshore producing regions around southeast Louisiana. The onshore footprint is in Plaquemines and St. Bernard's Parishes, LA. The offshore footprint consists of the following federal Gulf of Mexico zones: Mississippi Canyon, Viosca Knoll, West Delta, Main Pass, South Pass and Breton Sound. Natural gas is collected at more than 75 receipt points that connect to hundreds of wells targeting various geological zones in water depths up to 1,000 feet, with an emphasis on oil and liquids-rich reservoirs. The High Point System is comprised of FERC-regulated transmission assets and non-jurisdictional assets, both of which accept natural gas from well production and interconnected pipeline systems. Natural gas is delivered to the Toca Gas Processing Plant, operated by Enterprise, where the products are processed and the residue gas sent to an unaffiliated interstate system owned by Kinder Morgan. See Note 3 "Acquisitions" for further information.

The Partnership believes that the consummation of the ArcLight Transactions will allow it to comply with the Consolidated Total Leverage to EBITDA ratio in the Fourth Amendment. However, while we were in compliance with financial covenants of the Fourth Amendment as of September 30, 2013, no assurances can be given that the Partnership's future results of operations will allow us to comply with financial covenants of the Fourth Amendment. If we are not able to generate sufficient cash flows from operations to comply with the financial covenants in the Fourth Amendment and we are not able to enter into an agreement to refinance or obtain covenant default waivers, then the outstanding balance under our credit facility could become due and payable upon acceleration by the lenders in our banking group and other agreements with cross-default provisions, if any, could become due. In addition, failure to comply with any of the covenants under our Fourth Amendment could adversely affect our ability to fund ongoing operations and growth capital requirements as well as our ability to pay distributions to our unitholders. See Note 20 "Liquidity" for further information.

Equity Restructuring

Effective August 9, 2013, we executed an equity restructuring agreement ("Equity Restructuring") with our General Partner and HPIP. As part of the Equity Restructuring, the Partnership's 4,526,066 subordinated units and previous incentive distribution rights (the “former IDRs,” all of which were owned by our General Partner, which is controlled by HPIP) were combined into and restructured as a new class of incentive distribution rights (the “new IDRs”). Upon the issuance of the new IDRs, the subordinated units and former IDRs were canceled. The new IDRs are allocated 85.02% to HPIP and 14.98% to our General Partner. The new IDRs entitle the holders of our incentive distribution rights to receive 48% of any quarterly cash distributions from available cash after the Partnership's common unitholders have received the full minimum quarterly distribution ($0.4125 per unit) for each quarter plus any arrearages from prior quarters (of which there are currently none).

The Equity Restructuring Agreement also provided for the issuance of warrants to our General Partner to purchase up to 300,000 of our common units at an exercise price of $0.01 per common unit. These warrants are exercisable on the later of (i) 18 months from the equity restructuring completion date or (ii) the date that the volume weighted average trading price of our common units on the New York Stock Exchange exceeds $25.00 for 30 consecutive trading days. The warrants contain customary anti-dilution and other protections.

Following the announcement of the Equity Restructuring, AIM Midstream Holdings, LLC, or AIM filed an action in Delaware Chancery Court against HPIP, our General Partner and us seeking either rescission of the Equity Restructuring or, in the alternative, monetary damages. While we cannot predict the ultimate outcome of this litigation, we do not believe it will be material to our operations or financial results. As a result of the action filed by AIM, the warrants that were issued by the Partnership, in conjunction with the Equity Restructuring, to the General Partner for subsequent conveyance to AIM, the owner of the Class B interest of our General Partner, were canceled effective August 29, 2013. In addition, the $12.5 million escrowed in connection with our Equity Restructuring was not released to the Partnership. Accordingly, HPIP contributed $12.5 million in cash to the Partnership on September 30, 2013, in order to permit the Partnership to satisfy obligations under our credit agreement and was accounted for as a contribution from our General Partner.
Basis of Presentation 
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with 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 audited financial statements but does not include disclosures required by GAAP for annual periods. We have made reclassifications to amounts reported in prior period condensed consolidated financial statements to conform to our current year presentation. These reclassifications did not have an impact on net income for the period previously reported. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of financial position as of September 30, 2013, and December 31, 2012, condensed consolidated statement of operations for the three and nine months ended September 30, 2013 and 2012, statement of comprehensive income for the three and nine months ended September 30, 2013 and 2012, statement of changes in partners’ capital and noncontrolling interest for the nine months ended September 30, 2013 and 2012, and statements of cash flows for the nine months ended September 30, 2013 and 2012.
Our financial results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2013. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in i) our Annual Report on Form 10-K for the year ended December 31, 2012 (“Annual Report”) filed on April 16, 2013 and ii) Exhibit 99.1 to the Current Report on Form 8-K that was filed with the Securities and Exchange Commission ("SEC") on October 1, 2013 which updated portions of our annual report.
Effective December 17, 2013, Blackwater was acquired by the Partnership, in the form of the Merger described above, from ArcLight. However, as of April 15, 2013, an affiliate of ArcLight acquired controlling interest of the Partnership, also described above, at which time Blackwater was also an affiliate of ArcLight. As Blackwater and the Partnership were both affiliates of ArcLight as of April 15, 2013, these financial statements include the effect of Blackwater's operations starting as of the date of the establishment of common control. Therefore, these condensed consolidated financial statements include Blackwater, which have a fiscal year end of March 31, 2013, and were presented from the period April 15, 2013 through September 30, 2013. Please see Note 18 "Reporting Segments" for financial information of Blackwater as presented in our Terminals segment.
Consolidation Policy 
Consolidation Policy
Our consolidated financial statements include our accounts and those of our subsidiaries in which we have a controlling interest. We hold a 50% undivided interest in the Burns Point gas processing facility in which we are responsible for our proportionate share of the costs and expenses of the facility. Our consolidated financial statements reflect our proportionate share of the revenues, expenses, assets and liabilities of this undivided interest. In July 2012, the Partnership acquired a 87.4% undivided interest in the Chatom Processing and Fractionation facility (the "Chatom System"). Our consolidated financial statements reflect the accounts of the Chatom System since acquisition, and the interests in the Chatom System held by non-affiliated working interest owners are reflected as noncontrolling interests in the Partnership's consolidated financial statements.
Use of Estimates 
Use of Estimates
When preparing 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 judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things i) estimating unbilled revenues, product purchases and operating and general and administrative costs, ii) developing fair value assumptions, including estimates of 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 Assets and Liabilities Acquired Under Common Control [Table Text Block] 
The contribution is being treated as a transaction between entities under common control, under which the net assets received are recorded at their historical book value as of date of transfer. The following table presents the carrying value of the identified assets received and liabilities assumed at the acquisition date (in thousands):
Cash and cash equivalents
$
1,935

Accounts receivable
3,629

Unbilled revenue
1,446

Other current assets
2,049

Property, plant and equipment, net
82,615

Other assets
1,000

Accounts payable
(11
)
Accrued expenses and other current liabilities
(4,077
)
Current portion of long-term debt
(893
)
Asset retirement obligation liability
(25,763
)
Total identifiable net assets
$
61,930

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] 
The following table presents the fair value of consideration transferred to acquire the Chatom System and the amounts of identified assets acquired and liabilities assumed at the acquisition date, as well as the fair value of the 12.6% noncontrolling interest in the Chatom System at the acquisition date (in thousands):
Cash
 
 
$
51,377

Recognized amounts of identifiable assets acquired and liabilities assumed:
 
Unbilled revenue
 
 
$
4,535

Property, plant and equipment
58,279

Asset retirement cost
452

Accounts payable
 
 
(399
)
Accrued gas purchases
(3,631
)
Asset retirement obligations
(452
)
Noncontrolling interest
(7,407
)
Total identifiable net assets
$
51,377

Business Acquisition, Pro Forma Information [Table Text Block] 
The following table presents unaudited pro forma consolidated information of the Partnership, adjusted for the acquisition of the Chatom System, as if the acquisition had occurred on January 1, 2011:
(unaudited, in thousands)
Nine months ended September 30, 2012
Revenue
$
174,179

Net income
$
1,422

Limited partners’ net income per unit
$
0.14

Concentration of Credit Risk and Trade Accounts Receivable (Tables)
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]
The following table summarizes the percentage of revenue earned from those customers that accounted for 10% or more of the Partnership's consolidated revenue in the consolidated statement of operations for the each of the periods presented below:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
Customer A
26
%
 
23
%
 
28
%
 
29
%
Customer B
13
%
 
17
%
 
13
%
 
—
%
Customer C
12
%
 
11
%
 
12
%
 
12
%
Customer D
—
%
 
12
%
 
—
%
 
16
%
Other
49
%
 
37
%
 
47
%
 
43
%
Total
100
%
 
100
%
 
100
%
 
100
%
Derivatives (Tables)
Fair value associated with commodity derivative instruments 
As of September 30, 2013 and December 31, 2012, the value associated with our commodity derivatives, interest rate swap instrument 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, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
 
September 30, 2013
 
December 31, 2012
Current
 
$
1,196

 
$
1,889

 
$
(146
)
 
$
(920
)
 
$
1,050

 
$
969

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
1,196

 
$
1,889

 
$
(146
)
 
$
(920
)
 
$
1,050

 
$
969

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
(349
)
 
$
—

 
$
(349
)
 
$
—

Noncurrent
 
—

 
—

 
(122
)
 
—

 
(122
)
 
—

Total liabilities
 
$
—

 
$
—

 
$
(471
)
 
$
—

 
$
(471
)
 
$
—

Realized and unrealized gains (losses) with commodity and interst rate derivative instruments 
For the three and nine months ended September 30, 2013 and 2012, 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
2013
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
261

 
$
(760
)
 
$
797

 
$
(687
)
Interest expense
(101
)
 
(153
)
 
(101
)
 
(471
)
Direct operating expenses
(284
)
 
—

 
(378
)
 
—

Total
$
(124
)
 
$
(913
)
 
$
318

 
$
(1,158
)
2012
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
816

 
$
(1,762
)
 
$
1,425

 
$
1,732

Fair Value Measurement (Tables)
Fair value of financial instruments
Fair Value of Financial Instruments
The following table sets forth by level within the fair value hierarchy, our commodity derivative instruments and interest rate swap, included as part of Risk management assets and Risk management liabilities within the balance sheet, that were measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
September 30, 2013
$
294

 
$
—

 
$
294

 
$
—

 
$
294

December 31, 2012
$
969

 
$
—

 
$
969

 
$
—

 
$
969

Interest rate swap
 
 
 
 
 
 
 
 
 
September 30, 2013
$
(472
)
 
$
—

 
$
(472
)
 
$
—

 
$
(472
)
December 31, 2012
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Property, Plant and Equipment (Tables)
Property, plant and equipment, net
Property, plant and equipment, net, as of September 30, 2013 and December 31, 2012 were as follows (in thousands):
 
 
Useful Life
(in years)
 
September 30,
2013
 
December 31, 2012
Land
N/A
 
$
6,068

 
$
2,254

Construction in progress
N/A
 
5,949

 
5,053

Base gas
N/A
 
1,108

 
—

Buildings and improvements
4 to 40
 
3,537

 
1,432

Processing and treating plants
8 to 40
 
98,819

 
98,106

Pipelines
5 to 40
 
236,450

 
163,447

Compressors
4 to 20
 
11,278

 
8,957

Dock
20 to 40
 
7,942

 
—

Tanks, truck rack and piping
20 to 40
 
22,353

 
—

Equipment
8 to 20
 
5,875

 
4,785

Computer software
5
 
2,566

 
1,950

Total property, plant and equipment
 
 
401,945

 
285,984

Accumulated depreciation
 
 
(85,290
)
 
(62,165
)
Property, plant and equipment, net
 
 
$
316,655

 
$
223,819

Asset Retirement Obligation (Tables)
Schedule of reconciliation of the beginning and ending aggregate carrying amount of ARO liabilities
The following table is a reconciliation of the asset retirement obligations (in thousands):
Asset retirement obligation at December 31, 2012
$
8,319

Obligations assumed
25,763

Accretion expense
358

Asset retirement obligation at September 30, 2013
$
34,440

Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Operating leases
$
357

 
$
254

 
$
841

 
$
692

Asset retirement obligation
191

 
10

 
358

 
23

 
$
548

 
$
264

 
$
1,199

 
$
715

Debt Obligations (Tables)
Outstanding borrowings under the credit facility
Our outstanding borrowings at September 30, 2013 and December 31, 2012, respectively, were as follows (in thousands):
 
 
September 30,
2013
 
December 31, 2012
Revolving loan facility
$
121,035

 
$
128,285

Other debt
157

 
—

Loans associated with Blackwater:
 
 
 
Note, prime plus 1.5% interest, issued October 2010 and due September 2014
1,174

 
—

Term loan, 4.5% interest, issued February 2012 and due August 2017
1,104

 
—

Term loan, JPM prime rate interest, issued June 2012 and due May 2018
2,477

 
—

Term loan, JPM prime rate interest, issued March 2013 and due September 2018
1,348

 
—

Convertible promissory note with affiliate, 10% interest, issued October 2012 and due October 2013
20,000

 
—

Term loan, JPM prime rate interest, issued July 2013 and due July 2014
1,299

 
—

Term loan, JPM prime rate interest, issued July 2013 and due July 2014
3,575

 
—

Total debt
152,169

 
128,285

Less: current portion of loans to affiliate
20,000

 
—

Less: current portion of long-term debt
7,281

 
—

Total debt net of current portion
$
124,888

 
$
128,285

Partners' Capital (Tables)
Numbers of units outstanding 
The numbers of units outstanding as of September 30, 2013 and December 31, 2012, respectively, were as follows (in thousands):
 
September 30,
2013
 
December 31, 2012
Limited partner common units
4,705

 
4,639

Limited partner subordinated units
—

 
4,526

Series A Units
5,204

 
—

General partner units
185

 
185

Schedule of Calulation for Net Income (Loss) Per Limited Partner Unit 
The following table is the calculation of net income (loss) per limited partner unit for the three and nine months ended September 30, 2013 and 2012, respectively (in thousands, with the exception of per unit amounts):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
Net loss from continuing operations
$
(2,632
)
 
$
(4,014
)
 
$
(26,097
)
 
$
(102
)
Net income attributable to noncontrolling interests
$
190

 
$
249

 
$
533

 
$
249

Net loss from continuing operations attributable to the Partnership
$
(2,822
)
 
$
(4,263
)
 
$
(26,630
)
 
$
(351
)
Less:
 
 
 
 
 
 
 
Declared cash distributions on Series A Units
1,301

 
—

 
2,375

 
—

Declared PIK distributions on Series A Units
1,572

 
—

 
2,912

 
—

Fair value of Series A Units in excess of value of contributed High Point System
—

 
—

 
15,612

 
—

General partner's distribution
80

 
80

 
240

 
241

General partner's share in undistributed loss
(170
)
 
(166
)
 
(1,074
)
 
(248
)
Blackwater net loss from continuing operations
(122
)
 
—

 
(536
)
 
—

Net loss from continuing operations available to limited partners
$
(5,483
)
 
$
(4,177
)
 
$
(46,159
)
 
$
(344
)
 
 
 
 
 
 
 
 
Net loss attributable to the Partnership
$
(2,731
)
 
$
(4,275
)
 
$
(28,396
)
 
$
(257
)
Less:
 
 
 
 
 
 
 
Declared cash distributions on Series A Units
1,301

 
—

 
2,375

 
—

Declared PIK distributions on Series A Units
1,572

 
—

 
2,912

 
—

Fair value of Series A Units in excess of value of contributed High Point System
—

 
—

 
15,612

 
—

General partner's distribution
80

 
80

 
240

 
241

General partner's share in undistributed loss
(167
)
 
(166
)
 
(1,102
)
 
(246
)
Blackwater net loss
(175
)
 
—

 
(650
)
 
—

Net loss available to limited partners
$
(5,342
)
 
$
(4,189
)
 
$
(47,783
)
 
$
(252
)
 
 
 
 
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
6,663

 
9,108

 
8,334

 
9,103

 
 
 
 
 
 
 
 
Limited partners’ net loss from continuing operations per unit (basic and diluted)
$
(0.82
)
 
$
(0.46
)
 
$
(5.54
)
 
$
(0.04
)
Limited partners’ net loss per unit (basic and diluted)
$
(0.80
)
 
$
(0.46
)
 
$
(5.73
)
 
$
(0.03
)
Long-Term Incentive Plan (Tables)
Table summarizes our unit-based awards
The following table summarizes our unit-based awards for each of the periods indicated, in units:
 
Three Months Ended
 
Nine months ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Outstanding at beginning of period
96,733

 
172,551

 
90,938

 
162,860

Granted
28,042

 
—

 
108,430

 
34,560

Forfeited
(893
)
 
(12,517
)
 
(13,320
)
 
(12,517
)
Vested
(24,482
)
 
—

 
(86,648
)
 
(24,869
)
Outstanding at end of period
99,400

 
160,034

 
99,400

 
160,034

Fair value per unit
$13.36 to $21.89
 
$14.70 to  $21.40
 
$13.36 to $21.89
 
$14.70 to  $21.40
Post-Employment Benefits (Tables)
Cost recognized in Unaudited Condensed Consolidated Statements of Operations
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Service cost
$
1

 
$
1

 
$
3

 
3

Interest cost
4

 
4

 
12

 
12

Expected return on plan assets
(17
)
 
(16
)
 
(51
)
 
(49
)
Amortization of net gain
(6
)
 
(9
)
 
(18
)
 
(27
)
Net periodic benefit
$
(18
)
 
$
(20
)
 
$
(54
)
 
$
(61
)
Commitments and Contingencies (Tables)
Future non-cancelable commitments related to certain contractual obligations 
Future non-cancelable commitments related to certain contractual obligations as of September 30, 2013 are presented below (in thousands):
 
 
Payments Due by Period
 
Total
 
2013
 
2014
 
2015
 
2016
 
2017
 
Thereafter
Operating leases and service contracts (a)
$
4,282

 
$
154

 
$
793

 
$
762

 
$
531

 
$
506

 
$
1,536

Asset retirement obligations
34,440

 
—

 
—

 
—

 
7,867

 
—

 
26,573

Total
$
38,722

 
$
154

 
$
793

 
$
762

 
$
8,398

 
$
506

 
$
28,109

Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements 
The following table is a reconciliation of the asset retirement obligations (in thousands):
Asset retirement obligation at December 31, 2012
$
8,319

Obligations assumed
25,763

Accretion expense
358

Asset retirement obligation at September 30, 2013
$
34,440

Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Operating leases
$
357

 
$
254

 
$
841

 
$
692

Asset retirement obligation
191

 
10

 
358

 
23

 
$
548

 
$
264

 
$
1,199

 
$
715

Reporting Segments (Tables)
Segment information
The following tables set forth our segment information for the three and nine months ended September 30, 2013 and 2012 (in thousands):
 
 
Three months ended September 30,
 
2013
 
2012
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
Revenue
$
48,873

 
$
27,704

 
$
3,458

 
$
80,035

 
$
41,637

 
$
12,710

 
$
54,347

Loss on commodity derivatives, net
(499
)
 
—

 
—

 
(499
)
 
(946
)
 
—

 
(946
)
Total revenue
48,374

 
27,704

 
3,458

 
79,536

 
40,691

 
12,710

 
53,401

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
38,162

 
19,811

 
—

 
57,973

 
32,105

 
9,260

 
41,365

Direct operating expenses
3,720

 
3,994

 
630

 
8,344

 
3,567

 
1,762

 
5,329

Selling, general and administrative expenses
 
 
 
 
 
 
5,157

 
 
 
 
 
3,246

Equity compensation expense
 
 
 
 
 
 
392

 
 
 
 
 
474

Depreciation, amortization and accretion expense
 
 
 
 
 
 
7,880

 
 
 
 
 
5,504

Total operating expenses
 
 
 
 
 
 
79,746

 
 
 
 
 
55,918

Gain on sale of assets, net
 
 
 
 
 
 
—

 
 
 
 
 
4

Operating loss
 
 
 
 
 
 
(210
)
 
 
 
 
 
(2,513
)
Interest and other expense
 
 
 
 
 
 
(2,636
)
 
 
 
 
 
(1,501
)
Net loss before income tax benefit
 
 
 
 
 
 
(2,846
)
 
 
 
 
 
(4,014
)
Income tax benefit
 
 
 
 
 
 
214

 
 
 
 
 
—

Net loss from continuing operations
 
 
 
 
 
 
(2,632
)
 
 
 
 
 
(4,014
)
Gain (loss) on discontinued operations (a)
 
 
 
 
 
 
91

 
 
 
 
 
(12
)
Net loss
 
 
 
 
 
 
(2,541
)
 
 
 
 
 
(4,026
)
Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
190

 
 
 
 
 
249

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(2,731
)
 
 
 
 
 
$
(4,275
)
Segment gross margin (b) (c)
$
10,688

 
$
7,864

 
$
2,828

 
$
21,380

 
$
10,310

 
$
2,668

 
$
12,978

 
 
Nine months ended September 30,
 
2013
 
2012
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
Revenue
$
144,658

 
$
65,532

 
$
6,326

 
$
216,516

 
$
101,307

 
$
37,116

 
$
138,423

Gain on commodity derivatives, net
110

 
—

 
—

 
110

 
3,157

 
—

 
3,157

Total revenue
144,768

 
65,532

 
6,326

 
216,626

 
104,464

 
37,116

 
141,580

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
116,568

 
46,103

 
—

 
162,671

 
74,775

 
25,300

 
100,075

Direct operating expenses
10,694

 
8,943

 
1,261

 
20,898

 
7,531

 
4,019

 
11,550

Selling, general and administrative expenses
 
 
 
 
 
 
13,748

 
 
 
 
 
10,101

Equity compensation expense
 
 
 
 
 
 
1,877

 
 
 
 
 
1,272

Depreciation, amortization and accretion expense
 
 
 
 
 
 
22,271

 
 
 
 
 
15,722

Total operating expenses
 
 
 
 
 
 
221,465

 
 
 
 
 
138,720

Gain on involuntary conversion of property, plant and equipment
 
 
 
 
 
 
343

 
 
 
 
 
—

Gain on sale of assets, net
 
 
 
 
 
 
—

 
 
 
 
 
121

Loss on impairment of property, plant and equipment
 
 
 
 
 
 
(15,232
)
 
 
 
 
 
—

Operating (loss) income
 
 
 
 
 
 
(19,728
)
 
 
 
 
 
2,981

Interest and other expense
 
 
 
 
 
 
(6,958
)
 
 
 
 
 
(3,083
)
Net loss before income tax benefit
 
 
 
 
 
 
(26,686
)
 
 
 
 
 
(102
)
Income tax benefit
 
 
 
 
 
 
589

 
 
 
 
 
—

Net loss from continuing operations
 
 
 
 
 
 
(26,097
)
 
 
 
 
 
(102
)
(Loss) gain on discontinued operations (a)
 
 
 
 
 
 
(1,766
)
 
 
 
 
 
94

Net loss
 
 
 
 
 
 
(27,863
)
 
 
 
 
 
(8
)
Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
533

 
 
 
 
 
249

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(28,396
)
 
 
 
 
 
$
(257
)
Segment gross margin (b) (c)
$
28,454

 
$
19,296

 
$
5,065

 
$
52,815

 
$
27,321

 
$
9,472

 
$
36,793


(a)
Gain (loss) on discontinued operations impacts our Gathering and Processing Segment.
(b)
Segment gross margin for our Gathering and Processing Segment consists of revenue, realized gain (loss) on commodity derivatives less construction, operating and maintenance agreement (“COMA”) income, less purchases of natural gas, NGLs and condensate. Segment gross margin for our Transmission Segment consists of revenue, less COMA income, less purchases of natural gas. 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. Effective October 1, 2012, we changed our segment gross margin measure to exclude COMA income. For the three months ended September 30, 2013 and 2012, $0.3 million and less than $0.1 million, respectively in COMA income was excluded from our Gathering and Processing segment gross margin and less than $0.1 million and $0.8 million, respectively, in COMA income was excluded from our Transmission Segment gross margin. For the nine months ended September 30, 2013 and 2012, $0.4 million and $0.6 million, respectively, in COMA income was excluded from our Gathering and Processing Segment gross margin and $0.1 million and $2.3 million, respectively, in COMA income was excluded from our Transmission segment gro
Subsidiary Guarantors (Tables)
Schedule of Condensed Consolidating Balance Sheet 
 
 Condensed Consolidating Balance Sheet
 
September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
1

$
3,472

$
—

$
—

$
3,473

Accounts receivable
—

4,144

1,502

—

5,646

Unbilled revenue
—

20,107

3,649

—

23,756

Risk management assets
—

1,050

—

—

1,050

Other current assets
—

4,753

473

—

5,226

Current assets held for sale
—

1,276

—

—

1,276

Total current assets
1

34,802

5,624

—

40,427

Property, plant and equipment, net
—

257,864

58,791

—

316,655

Noncurrent assets held for sale, net
—

3,016

—

—

3,016

Intangible assets, net
—

4,351

—

—

4,351

Goodwill
—

16,447

—

—

16,447

Deferred tax asset
—

5,741

—

—

5,741

Investment in subsidiaries
149,782

53,607

—

(203,389
)
—

Other assets, net
—

6,202

—

—

6,202

Total assets
$
149,783

$
382,030

$
64,415

$
(203,389
)
$
392,839

 
 
 
 
 
 
Liabilities, Equity and Partners’ Capital
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable
$
—

$
2,038

$
210

$
—

$
2,248

Accrued gas purchases
—

13,706

2,614

—

16,320

Accrued expenses and other current liabilities
856

16,576

116

—

17,548

Risk management liabilities
—

349

—

—

349

Current portion of long-term debt
—

7,281

—

—

7,281

Current portion of loans to affiliate
—

20,000

—

—

20,000

Current liabilities held for sale
—

1,355

—

—

1,355

Total current liabilities
856

61,305

2,940

—

65,101

Risk management liabilities
—

122

—

—

122

Assets retirement obligations
—

33,972

468

—

34,440

Other liabilities
—

215

—

—

215

Long-term debt
—

124,888

—

—

124,888

Deferred tax liability
—

10,760

—

—

10,760

Long-term liabilities held for sale
—

986

—

—

986

Total liabilities
856

232,248

3,408

—

236,512

Convertible preferred units
92,912

—

—

—

92,912

Total partners' capital
56,015

149,782

53,607

(203,389
)
56,015

Noncontrolling interest
—

—

7,400

—

7,400

Total equity and partners' capital
56,015

149,782

61,007

(203,389
)
63,415

Total liabilities, equity and partners' capital
$
149,783

$
382,030

$
64,415

$
(203,389
)
$
392,839


 
 Condensed Consolidating Balance Sheet
 
December 31, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
1

$
575

$
—

$
—

$
576

Accounts receivable
—

1,612

346

—

1,958

Unbilled revenue
—

18,102

3,410

—

21,512

Risk management assets
—

969

—

—

969

Other current assets
—

2,967

259

—

3,226

Total current assets
1

24,225

4,015

—

28,241

Property, plant and equipment, net
—

165,001

58,818

—

223,819

Investment in subsidiaries
80,164

51,613

—

(131,777
)
—

Other assets, net
—

4,636

—

—

4,636

Total assets
$
80,165

$
245,475

$
62,833

$
(131,777
)
$
256,696

 
 
 
 
 
 
Liabilities, Equity and Partners’ Capital
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable
$
—

$
5,100

$
427

$
—

$
5,527

Accrued gas purchases
—

14,606

2,428

—

17,034

Accrued expenses and other current liabilities
—

9,150

469

—

9,619

Total current liabilities
—

28,856

3,324

—

32,180

Asset retirement obligations
—

7,861

458

—

8,319

Other liabilities
—

309

—

—

309

Long-term debt
—

128,285

—

—

128,285

Total liabilities
—

165,311

3,782

—

169,093

Total partners' capital
80,165

80,164

51,613

(131,777
)
80,165

Noncontrolling interest
—

—

7,438

—

7,438

Total equity and partners' capital
80,165

80,164

59,051

(131,777
)
87,603

Total liabilities, equity and partners' capital
$
80,165

$
245,475

$
62,833

$
(131,777
)
$
256,696

Schedule of Condensed Consolidating Statements of Operations 
 
 Condensed Consolidating Statements of Operations
 
Three months ended September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Revenue
$
—

$
66,363

$
14,562

$
(890
)
$
80,035

Loss on commodity derivatives, net
—

(499
)
—

—

(499
)
Total revenue
—

65,864

14,562

(890
)
79,536

Operating expenses:
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
—

47,361

11,502

(890
)
57,973

Direct operating expenses
—

7,138

1,206

—

8,344

Selling, general and administrative expenses
—

5,157

—

—

5,157

Equity compensation expense
—

392

—

—

392

Depreciation, amortization and accretion expense
—

7,465

415

—

7,880

Total operating expenses
—

67,513

13,123

(890
)
79,746

Operating (loss) income
—

(1,649
)
1,439

—

(210
)
Other income (expense):
 
 
 
 
 
(Loss) earnings from consolidated affiliates
(2,731
)
1,249

—

1,482

—

Interest expense
—

(2,636
)
—

—

(2,636
)
Net (loss) income before income tax benefit
(2,731
)
(3,036
)
1,439

1,482

(2,846
)
Income tax benefit
—

214

—

—

214

Net (loss) income from continuing operations
(2,731
)
(2,822
)
1,439

1,482

(2,632
)
Discontinued operations
—

91

—

—

91

Net (loss) income
(2,731
)
(2,731
)
1,439

1,482

(2,541
)
Net income attributable to noncontrolling interests
—

—

190

—

190

Net (loss) income attributable to the Partnership
$
(2,731
)
$
(2,731
)
$
1,249

$
1,482

$
(2,731
)

 
 Condensed Consolidating Statements of Operations
 
Three months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Revenue
$
—

$
39,346

$
15,371

$
(370
)
$
54,347

Loss on commodity derivatives, net
—

(946
)
—

—

(946
)
Total revenue
—

38,400

15,371

(370
)
53,401

Operating expenses:
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
—

30,194

11,541

(370
)
41,365

Direct operating expenses
—

4,351

978

—

5,329

Selling, general and administrative expenses
—

3,150

96

—

3,246

Equity compensation expense
—

474

—

—

474

Depreciation, amortization and accretion expense
—

5,102

402

—

5,504

Total operating expenses
—

43,271

13,017

(370
)
55,918

Gain on sale of assets, net
—

4

—

—

4

Operating (loss) income
—

(4,867
)
2,354

—

(2,513
)
Other income (expense):
 
 
 
 
 
(Loss) earnings from consolidated affiliates
(4,275
)
2,105

—

2,170

—

Interest expense
—

(1,501
)
—

—

(1,501
)
Net (loss) income from continuing operations
(4,275
)
(4,263
)
2,354

2,170

(4,014
)
Discontinued operations
—

(12
)
—

—

(12
)
Net (loss) income
(4,275
)
(4,275
)
2,354

2,170

(4,026
)
Net income attributable to noncontrolling interests
—

—

249

—

249

Net (loss) income attributable to the Partnership
$
(4,275
)
$
(4,275
)
$
2,105

$
2,170

$
(4,275
)


 
 Condensed Consolidating Statements of Operations
 
Nine months ended September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Revenue
$
—

$
179,059

$
41,818

$
(4,361
)
$
216,516

Gains on commodity derivatives, net
—

110

—

—

110

Total revenue
—

179,169

41,818

(4,361
)
216,626

Operating expenses:
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
—

134,041

32,991

(4,361
)
162,671

Direct operating expenses
—

17,490

3,408

—

20,898

Selling, general and administrative expenses
—

13,748

—

—

13,748

Equity compensation expense
—

1,877

—

—

1,877

Depreciation, amortization and accretion expense
—

21,028

1,243

—

22,271

Total operating expenses
—

188,184

37,642

(4,361
)
221,465

Gain on involuntary conversion of property, plant and equipment
—

343

—

—

343

Loss on impairment of property, plant and equipment
—

(15,232
)
—

—

(15,232
)
Operating (loss) income
—

(23,904
)
4,176

—

(19,728
)
Other income (expense):








 
(Loss) earnings from consolidated affiliates
(28,396
)
3,643

—

24,753

—

Interest expense
—

(6,958
)
—

—

(6,958
)
Net (loss) income before income tax benefit
(28,396
)
(27,219
)
4,176

24,753

(26,686
)
Income tax benefit
—

589

—

—

589

Net (loss) income from continuing operations
(28,396
)
(26,630
)
4,176

24,753

(26,097
)
Discontinued operations
—

(1,766
)
—

—

(1,766
)
Net (loss) income
(28,396
)
(28,396
)
4,176

24,753

(27,863
)
Net income attributable to noncontrolling interests
—

—

533

—

533

Net (loss) income attributable to the Partnership
$
(28,396
)
$
(28,396
)
$
3,643

$
24,753

$
(28,396
)

 
 Condensed Consolidating Statements of Operations
 
Nine months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Revenue
$
—

$
123,422

$
15,371

$
(370
)
$
138,423

Gain on commodity derivatives, net
—

3,157

—

—

3,157

Total revenue
—

126,579

15,371

(370
)
141,580

Operating expenses:
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
—

88,904

11,541

(370
)
100,075

Direct operating expenses
—

10,572

978

—

11,550

Selling, general and administrative expenses
—

10,005

96

—

10,101

Equity compensation expense
—

1,272

—

—

1,272

Depreciation, amortization and accretion expense
—

15,320

402

—

15,722

Total operating expenses
—

126,073

13,017

(370
)
138,720

Gain on sale of assets, net
—

121

—

—

121

Operating income
—

627

2,354

—

2,981

Other income (expense):
 
 
 
 
 
(Loss) earnings from consolidated affiliates
(257
)
2,105

—

(1,848
)
—

Interest expense
—

(3,083
)
—

—

(3,083
)
Net (loss) income from continuing operations
(257
)
(351
)
2,354

(1,848
)
(102
)
Discontinued operations
—

94

—

—

94

Net (loss) income
(257
)
(257
)
2,354

(1,848
)
(8
)
Net income attributable to noncontrolling interests
—

—

249

—

249

Net (loss) income attributable to the Partnership
$
(257
)
$
(257
)
$
2,105

$
(1,848
)
$
(257
)

 
 Condensed Consolidating Statements of Comprehensive Income
 
Three months ended September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net (loss) income
$
(2,731
)
$
(2,731
)
$
1,439

$
1,482

$
(2,541
)
Unrealized loss on post retirement benefit plan assets and liabilities
(34
)
(34
)
—

34

(34
)
Comprehensive (loss) income
(2,765
)
(2,765
)
1,439

1,516

(2,575
)
Less: Comprehensive income attributable to noncontrolling interests
—

—

190

—

190

Comprehensive (loss) income attributable to the Partnership
$
(2,765
)
$
(2,765
)
$
1,249

$
1,516

$
(2,765
)

 
 Condensed Consolidating Statements of Comprehensive Income
 
Three months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net (loss) income
$
(4,275
)
$
(4,275
)
$
2,354

$
2,170

$
(4,026
)
Unrealized gain on post retirement benefit plan assets and liabilities
23

23

—

(23
)
23

Comprehensive (loss) income
(4,252
)
(4,252
)
2,354

2,147

(4,003
)
Less: Comprehensive income attributable to noncontrolling interests
—

—

249

—

249

Comprehensive (loss) income attributable to the Partnership
$
(4,252
)
$
(4,252
)
$
2,105

$
2,147

$
(4,252
)

 
 Condensed Consolidating Statements of Comprehensive Income
 
Nine months ended September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net (loss) income
$
(28,396
)
$
(28,396
)
$
4,176

$
24,753

$
(27,863
)
Unrealized loss on post retirement benefit plan assets and liabilities
(90
)
(90
)
—

90

(90
)
Comprehensive (loss) income
(28,486
)
(28,486
)
4,176

24,843

(27,953
)
Less: Comprehensive income attributable to noncontrolling interests
—

—

533

—

533

Comprehensive (loss) income attributable to the Partnership
$
(28,486
)
$
(28,486
)
$
3,643

$
24,843

$
(28,486
)

 
 Condensed Consolidating Statements of Comprehensive Income
 
Nine months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net (loss) income
$
(257
)
$
(257
)
$
2,354

$
(1,848
)
$
(8
)
Unrealized gain on post retirement benefit plan assets and liabilities
40

40

—

(40
)
40

Comprehensive (loss) income
(217
)
(217
)
2,354

(1,888
)
32

Less: Comprehensive income attributable to noncontrolling interests
—

—

249

—

249

Comprehensive (loss) income attributable to the Partnership
$
(217
)
$
(217
)
$
2,105

$
(1,888
)
$
(217
)


Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] 
 
 Condensed Consolidating Statements of Cash Flows
 
Nine months ended September 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net cash provided by operating activities
$
—

$
11,413

$
4,174

$
—

$
15,587

Cash flows from investing activities
 
 
 
 
 
Additions to property, plant and equipment
—

(22,841
)
(1
)
—

(22,842
)
Proceeds from property damage insurance recoveries
—

482

—

—

482

Net contributions from affiliates
12,458

—

—

(12,458
)
—

Net distributions to affiliates
(27,468
)
—

—

27,468

—

Net cash used in investing activities
(15,010
)
(22,359
)
(1
)
15,010

(22,360
)
Cash flows from financing activities
 
 
 
 
 
Net contributions from affiliates
—

27,468

—

(27,468
)
—

Net distributions to affiliates
—

(8,856
)
(3,602
)
12,458

—

Unit holder contributions
13,075

—

—

—

13,075

Unit holder distributions
(12,458
)
—

—

—

(12,458
)
Issuance of Series A convertible preferred units
14,393

—

—

—

14,393

Net distributions to noncontrolling interest owners
—

—

(571
)
—

(571
)
LTIP tax netting unit repurchase
—

(400
)
—

—

(400
)
Payments for deferred debt issuance costs
—

(1,509
)
—

—

(1,509
)
Payments on other debt
—

(2,231
)
—

—

(2,231
)
Borrowings on other debt
—

1,495

—

—

1,495

Payments on bank loans
—

(1,072
)
—

—

(1,072
)
Borrowings on bank loans
—

6,200

—

—

6,200

Payments on long-term debt
—

(99,821
)
—

—

(99,821
)
Borrowings on long-term debt
—

92,571

—

—

92,571

Net cash provided by (used in) financing activities
15,010

13,845

(4,173
)
(15,010
)
9,672

Net increase in cash and cash equivalents
—

2,899

—

—

2,899

Cash and cash equivalents
 
 
 
 
 
Beginning of period
1

575

—

—

576

End of period
$
1

$
3,474

$
—

$
—

$
3,475

Supplemental cash flow information
 
 
 
 
 
Interest payments
$
—

$
5,051

$
—

$
—

$
5,051

Supplemental non-cash information
 
 
 
 
 
Decrease in accrued property, plant and equipment
$
—

$
(6,080
)
$
—

$
—

$
(6,080
)
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
$
59,995

$
—

$
—

$
—

$
59,995

Net assets contributed
$
22,129

$
—

$
—

$
—

$
22,129

Fair value of Series A Units in excess of net assets received
$
15,612

$
—

$
—

$
—

$
15,612

Accrued unitholder distribution for Series A Units
$
2,912

$
—

$
—

$
—

$
2,912


 
Revised Condensed Consolidating Statements of Cash Flows
 
Nine months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiary
 Consolidating Adjustments
 Consolidated
Net cash provided by operating activities
$
—

$
14,122

$
2,354

—

16,476

Cash flows from investing activities
 
 
 
 
 
Cost of acquisition, net of cash acquired
—

(51,377
)
—

—

(51,377
)
Additions to property, plant and equipment
—

(4,196
)
(269
)
—

(4,465
)
Proceeds from disposal of property, plant and equipment
—

126

—

—

126

Net contributions from affiliates
12,050

—

—

(12,050
)
—

Net distributions to affiliates
(13
)
—

—

13

—

Net cash provided by (used in) investing activities
12,037

(55,447
)
(269
)
(12,037
)
(55,716
)
Cash flows from financing activities
 
 
 
 
 
Net contributions from affiliates
—

13

—

(13
)
—

Net distributions to affiliates
—

(10,214
)
(1,836
)
12,050

—

Unit holder contributions
13

—

—

—

13

Unit holder distributions
(12,050
)
—

—

—

(12,050
)
Net distributions to noncontrolling interest owners
—

—

(249
)
—

(249
)
LTIP tax netting unit repurchase
—

(88
)
—

—

(88
)
Payments for deferred debt issuance costs
—

(1,140
)
—

—

(1,140
)
Payments on long-term debt
—

(42,310
)
—

—

(42,310
)
Borrowings on long-term debt
—

94,690

—

—

94,690

Net cash (used in) provided by financing activities
(12,037
)
40,951

(2,085
)
12,037

38,866

Net decrease in cash and cash equivalents
—

(374
)
—

—

(374
)
Cash and cash equivalents
 
 
 
 
 
Beginning of period
1

870

—

—

871

End of period
$
1

$
496

$
—

$
—

$
497

Supplemental cash flow information
 
 
 
 
 
Interest payments
$
—

$
1,894

—

—

1,894

Supplemental non-cash information
 
 
 
 
 
Increase in accrued property, plant and equipment
$
—

$
808

$
—

$
—

$
808


Liquidity (Tables)
Schedule of Consolidated Total Leverage Ratios Permitted
The maximum Consolidated Total Leverage Ratio permitted as of the end of any fiscal quarter cannot exceed the ratio set forth below:
Fiscal Quarter Ended
Consolidated Total Leverage Ratio
June 30, 2013
5.90:1.00
September 30, 2013
5.90:1.00
December 31, 2013
5.75:1.00
March 31, 2014
5.75:1.00
June 30, 2014
5.75:1.00
September 30, 2014
5.50:1.00
December 31, 2014
5.25:1.00
March 31, 2015 and each fiscal quarter thereafter
4.50:1.00
Goodwill and intangible assets (Tables)
Schedule of Finite-Lived Intangible Assets [Table Text Block]
 
September 30, 2013
Customer contracts
$
12,082

Accumulated amortization
(7,731
)
Intangible assets, net
$
4,351

Organization and Basis of Presentation (Details) (USD $)
0 Months Ended 9 Months Ended 6 Months Ended 9 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended
Aug. 8, 2013
Sep. 30, 2013
counties
Sep. 30, 2012
Jun. 30, 2013
HPGT System [Member]
Meters
mi
Producers
Sep. 30, 2013
Midla System [Member]
mi
Sep. 30, 2013
Ala Tenn System [Member]
mi
Sep. 30, 2013
ArcLight [Member]
mi
ft
Dec. 10, 2013
ArcLight [Member]
bbl
Sep. 30, 2013
General Partner [Member]
Sep. 30, 2013
Partnership Interest [Member]
Aug. 8, 2013
Partnership Interest [Member]
Dec. 31, 2012
Partnership Interest [Member]
Sep. 30, 2013
High Point Infrastructure Partners, LLC [Member]
Apr. 15, 2013
High Point Infrastructure Partners, LLC [Member]
ArcLight [Member]
Apr. 15, 2013
Issuance of Preferred Units [Member]
Series A [Member]
High Point Infrastructure Partners, LLC [Member]
Apr. 15, 2013
Issuance of Preferred Units [Member]
High Point Infrastructure Partners, LLC [Member]
Series A [Member]
Jul. 2, 2012
Chatom Processing, Gathering and Fraftionation Plant [Member]
Apr. 15, 2013
Debt Instrument, Fourth Amendment [Member]
Revolving Credit Facility [Member]
Repayment of Debt [Member]
Series A [Member]
Sep. 30, 2013
General Partner [Member]
Sep. 30, 2013
General Partner [Member]
Sep. 30, 2012
General Partner [Member]
Sep. 30, 2013
General Partner [Member]
ArcLight [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership interest
 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Length of pipeline
 
 
 
400 
370 
295 
700 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of meters
 
 
 
40 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of producers
 
 
 
32 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
County in which entity operates
 
8 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
90.00% 
 
 
87.40% 
 
 
 
 
 
Contributed capital
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 15,000,000 
 
 
 
 
 
 
Preferred units issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,142,857 
5,142,857 
 
 
 
 
 
 
Number of natural gas collection receipt points
 
 
 
 
 
 
75 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Water depth of natural gas collection receipt points, maximum
 
 
 
 
 
 
1,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Million barrels of storage capacity
 
 
 
 
 
 
 
1,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transaction expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
 
 
 
 
Payments on long-term debt
 
99,821,000 
42,310,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12,500,000 
 
 
 
 
Other Ownership Interests, Units Outstanding
 
 
 
 
 
 
 
 
 
0 
4,526,066 
4,526,000 
 
 
 
 
 
 
 
 
 
 
Incentive Distribution Right Allocation
 
 
 
 
 
 
 
 
14.98% 
 
 
 
85.02% 
 
 
 
 
 
 
 
 
 
Incentive Distribution Right, After Minimum Quarterly Distributions, Percent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
48.00% 
 
 
 
Incentive Distribution, Distribution Per Unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4125 
 
 
 
General partner's warrants to purchase
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrant exercise price
0.01 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrant exercisable after period
18 months 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants exercisable if the volume weighted average closing price of the common units exceed
25.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants exercisable if the exeeded price per share is traded on a consecutive basis
30 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Escrow Deposit
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unitholder contributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 35,196,000 
$ 13,000 
$ 12,500,000 
Summary of Significant Accounting Policies Goodwill and intangible assets (Details)
6 Months Ended
Jun. 30, 2013
Minimum [Member]
 
Goodwill and Intangible Assets Policy [Abstract]
 
Finite-Lived Intangible Asset, Useful Life
0 years 5 months 0 days 
Maximum [Member]
 
Goodwill and Intangible Assets Policy [Abstract]
 
Finite-Lived Intangible Asset, Useful Life
0 years 35 months 0 days 
Acquisitions and Divestitures (High Point) (Details) (USD $)
3 Months Ended 6 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Jun. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Apr. 15, 2013
Dec. 31, 2012
Sep. 30, 2013
High Point Infrastructure Partners, LLC [Member]
Sep. 30, 2013
High Point Infrastructure Partners, LLC [Member]
mi
Apr. 15, 2013
High Point Infrastructure Partners, LLC [Member]
Gas_Receipt_Point
Apr. 15, 2013
AIM Midstream Holdings [Member]
Partnership Interest [Member]
High Point Infrastructure Partners, LLC [Member]
Apr. 15, 2013
Series A [Member]
Apr. 15, 2013
Series A [Member]
AIM Midstream Holdings [Member]
Partnership Interest [Member]
High Point Infrastructure Partners, LLC [Member]
Apr. 15, 2013
Series A [Member]
Issuance of Preferred Units [Member]
High Point Infrastructure Partners, LLC [Member]
Restructuring Cost and Reserve [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
Length of pipeline
 
 
 
 
 
 
 
 
 
700 
 
 
 
 
 
Gas receipt points
 
 
 
 
 
 
 
 
 
 
75 
 
 
 
 
Total consideration for Issuance of preferred units
 
 
 
 
 
 
 
 
 
 
$ 15,000,000 
 
 
 
 
Preferred units issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,142,857 
Partnership cancellation of subordinated units (percent)
 
 
 
 
 
 
 
 
 
 
 
90.00% 
 
90.00% 
 
Fair value per unit
 
 
 
 
 
 
 
 
 
 
 
 
$ 17.50 
 
 
Series A convertible preferred units
92,912,000 
 
 
 
92,912,000 
 
90,000,000 
0 
 
 
 
 
 
 
 
Distributions to existing interest
0 
 
0 
0 
15,612,000 
0 
 
 
 
 
 
 
15,600,000 
 
 
Cash and cash equivalents
 
 
 
 
 
 
1,935,000 
 
 
 
 
 
 
 
 
Accounts receivable
 
 
 
 
 
 
3,629,000 
 
 
 
 
 
 
 
 
Unbilled revenue
 
 
 
 
 
 
1,446,000 
 
 
 
 
 
 
 
 
Other current assets
 
 
 
 
 
 
2,049,000 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 
 
 
 
 
 
82,615,000 
 
 
 
 
 
 
 
 
Other assets
 
 
 
 
 
 
1,000,000 
 
 
 
 
 
 
 
 
Accounts payable
 
 
 
 
 
 
(11,000)
 
 
 
 
 
 
 
 
Accrued expenses and other current liabilities
 
 
 
 
 
 
(4,077,000)
 
 
 
 
 
 
 
 
Current portion of long-term debt
 
 
 
 
 
 
(893,000)
 
 
 
 
 
 
 
 
Asset retirement obligation liability
 
 
 
 
 
 
(25,763,000)
 
 
 
 
 
 
 
 
Total identifiable net assets
 
 
 
 
 
 
61,930,000 
 
 
 
 
 
 
 
 
Revenues
79,536,000 
53,401,000 
 
 
216,626,000 
141,580,000 
 
 
10,700,000 
19,700,000 
 
 
 
 
 
Net (loss) income attributable to the Partnership
$ (2,731,000)
$ (4,275,000)
$ (4,275,000)
 
$ (28,396,000)
$ (257,000)
 
 
$ 1,200,000 
$ 2,700,000 
 
 
 
 
 
Acquisitions and Divestitures (Chatom Gathering, Processing and Fractionation Plant(Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Sep. 30, 2013
High Point Infrastructure Partners, LLC [Member]
Sep. 30, 2013
High Point Infrastructure Partners, LLC [Member]
Sep. 30, 2013
Chatom Processing, Gathering and Fraftionation Plant [Member]
mi
Jul. 2, 2012
Chatom Processing, Gathering and Fraftionation Plant [Member]
Sep. 30, 2013
Non-Guarantor Subsidiaries [Member]
Sep. 30, 2012
Non-Guarantor Subsidiaries [Member]
Sep. 30, 2013
Non-Guarantor Subsidiaries [Member]
Sep. 30, 2012
Non-Guarantor Subsidiaries [Member]
Dec. 31, 2012
Non-Guarantor Subsidiaries [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition, Pro Forma Revenue
 
 
 
 
$ 174,179 
 
 
 
 
 
 
 
 
 
 
Payments on long-term debt
 
 
 
99,821 
42,310 
 
 
 
 
 
 
 
0 
0 
 
Revenues
79,536 
53,401 
 
216,626 
141,580 
 
10,700 
19,700 
 
 
14,562 
15,371 
41,818 
15,371 
 
Consideration transferred to acquire the Chatom Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash
 
 
 
 
 
 
 
 
 
51,377 
 
 
 
 
 
Property, plant and equipment, net
316,655 
 
 
316,655 
 
223,819 
 
 
 
58,279 
58,791 
 
58,791 
 
58,818 
Asset retirement cost
34,440 
 
 
34,440 
 
8,319 
 
 
 
(452)
468 
 
468 
 
458 
Accounts payable
2,248 
 
 
2,248 
 
5,527 
 
 
 
399 
210 
 
210 
 
427 
Accrued gas purchases
16,320 
 
 
16,320 
 
17,034 
 
 
 
3,631 
2,614 
 
2,614 
 
2,428 
Asset retirement obligation
 
 
 
 
 
 
 
 
 
452 
 
 
 
 
 
Non-controlling interest
7,400 
 
 
7,400 
 
7,438 
 
 
 
7,407 
7,400 
 
7,400 
 
7,438 
Total identifiable net assets
 
 
 
 
 
 
 
 
 
51,377 
 
 
 
 
 
Acquisition (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total cash consideration
 
 
 
 
 
 
 
 
 
51,400 
 
0 
 
0 
 
Chatom Assets Location
 
 
 
 
 
 
 
 
15 
 
 
 
 
 
 
Capacity of Refrigeration Processing Plant
 
 
 
 
 
 
 
 
25 
 
 
 
 
 
 
Fractionation unit
 
 
 
 
 
 
 
 
1,900 
 
 
 
 
 
 
Long-ton per day sulfur recovery
 
 
 
 
 
 
 
 
160 
 
 
 
 
 
 
Gas Gathering System
 
 
 
 
 
 
 
 
29 
 
 
 
 
 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
12.60% 
 
 
12.60% 
 
 
 
 
 
 
 
 
 
 
 
Assumed Cost of Capital
 
 
 
9.25% 
 
 
 
 
 
 
 
 
 
 
 
Inflationary Cost
 
 
 
2.50% 
 
 
 
 
 
 
 
 
 
 
 
Effective Income Tax Rate, Continuing Operations
 
 
 
35.00% 
 
 
 
 
 
 
 
 
 
 
 
Effective Income Tax Rate Reconciliation, State and Local Income Taxes
 
 
 
6.50% 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income attributable to the Partnership
(2,731)
(4,275)
(4,275)
(28,396)
(257)
 
1,200 
2,700 
 
 
1,249 
2,105 
3,643 
2,105 
 
Business Acquisition, Pro Forma Net Income (Loss)
 
 
 
 
$ 1,422 
 
 
 
 
 
 
 
 
 
 
Business Acquisition, Pro Forma Earnings Per Share, Basic
 
 
 
 
$ 0.14 
 
 
 
 
 
 
 
 
 
 
Acquisitions and Divestitures (Consideration Transferred) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Sep. 30, 2013
Chatom Processing, Gathering and Fraftionation Plant [Member]
mi
Jul. 2, 2012
Chatom Processing, Gathering and Fraftionation Plant [Member]
Restructuring Cost and Reserve [Line Items]
 
 
 
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
 
 
 
 
87.40% 
Cash
 
 
 
 
 
 
 
$ 51,377 
Unbilled revenue
23,756 
 
 
23,756 
 
21,512 
 
4,535 
Property, plant and equipment, net
316,655 
 
 
316,655 
 
223,819 
 
58,279 
Asset retirement obligation liability
(34,440)
 
 
(34,440)
 
(8,319)
 
452 
Accounts Payable, Current
(2,248)
 
 
(2,248)
 
(5,527)
 
(399)
Gas Purchase Payable, Current
(16,320)
 
 
(16,320)
 
(17,034)
 
(3,631)
Asset Retirement Obligation, Current
 
 
 
 
 
 
 
(452)
Stockholders' Equity Attributable to Noncontrolling Interest
(7,400)
 
 
(7,400)
 
(7,438)
 
(7,407)
Total identifiable net assets
 
 
 
 
 
 
 
51,377 
Business Acquisition, Cost of Acquired Entity, Cash Paid
 
 
 
 
 
 
 
51,400 
Chatom Assets Location
 
 
 
 
 
 
15 
 
Capacity of Refrigeration Processing Plant
 
 
 
 
 
 
25 
 
Fractionation unit
 
 
 
 
 
 
1,900 
 
Long-ton per day sulfur recovery
 
 
 
 
 
 
160 
 
Gas gathering system
 
 
 
 
 
 
29 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
12.60% 
 
 
12.60% 
 
 
 
 
Revenues
79,536 
53,401 
 
216,626 
141,580 
 
 
 
Net income (loss)
$ (2,731)
$ (4,275)
$ (4,275)
$ (28,396)
$ (257)
 
 
 
Acquisitions and Divestitures (Other Non-Strategic Midstream Assets) (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Business Acquisition [Line Items]
 
 
 
 
Assumed discount rate
0.00% 
 
 
 
Gathering and Processing Assets [Member]
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
Impairment
$ 0 
$ 0 
$ 1,807,000 
$ 0 
Assets held for sale net book value
$ 900,000 
 
$ 900,000 
 
Gathering and Processing Assets [Member] |
Level 3 [Member] |
Income Approach Valuation Technique [Member]
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
Assumed discount rate
0.00% 
 
 
 
Decline in throughput volumes, rate
2.50% 
 
 
 
Acquisitions and Divestitures (Identifiable Assets and Liabilities Classified As Held for Sale) (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Unbilled revenue
$ 23,756 
$ 21,512 
Property, plant and equipment, net
316,655 
223,819 
Accrued gas purchases
$ (16,320)
$ (17,034)
Acquisitions and Divestitures (Revenue, Expense, and Loss from Operations, Classified as Held for Sale) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Jun. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
(Loss) gain from operations of disposal groups
$ 91 
$ (12)
 
 
$ (1,766)
$ 94 
Gathering and Processing Assets [Member]
 
 
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
Impairment
0 
0 
 
 
1,807 
0 
(Loss) gain from operations of disposal groups
$ 91 
$ (12)
 
 
$ (1,766)
$ 94 
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic
0.02 
0.00 
 
 
(0.19)
0.01 
Limited partners' (loss) per unit from discontinued operations (diluted)
(0.20)
 
0.01 
0.01 
(0.19)
 
Acquisitions and Divestitures Blackwater (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Apr. 15, 2013
Sep. 30, 2013
Terminals [Member]
Sep. 30, 2013
Terminals [Member]
Apr. 15, 2013
Terminals [Member]
Sep. 30, 2013
Terminals [Member]
Dec. 10, 2013
Terminals [Member]
bbl
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
Million barrels of storage capacity
 
 
 
 
 
 
 
 
 
1,300,000 
Total identifiable net assets
 
 
 
 
$ 61,930 
 
 
$ 22,700 
 
 
Revenue, Net
80,035 
54,347 
216,516 
138,423 
 
3,458 
 
 
6,326 
 
Net loss
$ (2,541)
$ (4,026)
$ (27,863)
$ (8)
 
$ (100)
$ (700)
 
 
 
Concentration of Credit Risk and Trade Accounts Receivable (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Jun. 30, 2012
Concentration Risk [Line Items]
 
 
 
 
 
Allowance for Doubtful Accounts Receivable
$ 0 
 
$ 0 
 
$ 0 
Entity-Wide Revenue, Major Customer, Percentage
100.00% 
100.00% 
100.00% 
100.00% 
 
Customer A [Member]
 
 
 
 
 
Concentration Risk [Line Items]
 
 
 
 
 
Entity-Wide Revenue, Major Customer, Percentage
26.00% 
23.00% 
28.00% 
29.00% 
 
Customer B [Member]
 
 
 
 
 
Concentration Risk [Line Items]
 
 
 
 
 
Entity-Wide Revenue, Major Customer, Percentage
13.00% 
17.00% 
13.00% 
0.00% 
 
Cusotmer C [Member]
 
 
 
 
 
Concentration Risk [Line Items]
 
 
 
 
 
Entity-Wide Revenue, Major Customer, Percentage
12.00% 
11.00% 
12.00% 
12.00% 
 
Cusotmer D [Member]
 
 
 
 
 
Concentration Risk [Line Items]
 
 
 
 
 
Entity-Wide Revenue, Major Customer, Percentage
0.00% 
12.00% 
0.00% 
16.00% 
 
Customer Other [Member]
 
 
 
 
 
Concentration Risk [Line Items]
 
 
 
 
 
Entity-Wide Revenue, Major Customer, Percentage
49.00% 
37.00% 
47.00% 
43.00% 
 
Derivatives (Fair Value of Commodity Derivatives) (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Derivative [Line Items]
 
 
Gross Risk Management Assets
$ 1,196 
$ 1,889 
Gross Risk Management Liabilities
(146)
(920)
Net Risk Management Assets (Liabilities)
1,050 
969 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(471)
0 
Net Risk Management Assets (Liabilities)
471 
0 
Risk Management Assets [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
1,196 
1,889 
Gross Risk Management Liabilities
(146)
(920)
Net Risk Management Assets (Liabilities)
1,050 
969 
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
(349)
0 
Net Risk Management Assets (Liabilities)
349 
0 
Risk Management Liabilities - Long Term [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(122)
0 
Net Risk Management Assets (Liabilities)
$ 122 
$ 0 
Derivatives (Realized and Unrealized Gains (Losses)) (Details) (Commodity derivatives [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Sale of Derivatives
$ (124)
 
$ 318 
 
Gain on commodity derivatives, net
(913)
 
(1,158)
 
Unrealized Gain (Loss or Write-down) [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Sale of Derivatives
261 
816 
797 
1,425 
Gain on commodity derivatives, net
(760)
(1,762)
(687)
1,732 
Interest Expense [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Sale of Derivatives
(101)
 
(101)
 
Gain on commodity derivatives, net
(153)
 
(471)
 
Other Income [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Sale of Derivatives
(284)
 
(378)
 
Gain on commodity derivatives, net
$ 0 
 
$ 0 
 
Derivatives (Details Textual) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2013
Derivative [Line Items]
 
 
Aggregate notional volume of our commodity derivative
3,000,000 
3,000,000 
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Notional amount of interest rate swap
$ 100,000,000 
$ 100,000,000 
Weather Contract [Member]
 
 
Derivative [Line Items]
 
 
Potential proceeds from derivative contract
10,000,000 
 
Fair value of derivative
0 
0 
Payment for weather derivative premium
 
1,100,000 
Derivative term of contract
12 months 
12 months 
Risk management assets
$ 800,000 
$ 800,000 
Fair Value Measurement (Details) (USD $)
12 Months Ended
Dec. 31, 2012
Sep. 30, 2013
Commodity Contract [Member]
Dec. 31, 2012
Commodity Contract [Member]
Sep. 30, 2013
Commodity Contract [Member]
Carrying Reported Amount Fair Value Disclosure [Member]
Dec. 31, 2012
Commodity Contract [Member]
Carrying Reported Amount Fair Value Disclosure [Member]
Sep. 30, 2013
Commodity Contract [Member]
Level 1 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Commodity Contract [Member]
Level 1 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Sep. 30, 2013
Commodity Contract [Member]
Level 2 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Commodity Contract [Member]
Level 2 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Sep. 30, 2013
Commodity Contract [Member]
Level 3 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Commodity Contract [Member]
Level 3 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Sep. 30, 2013
Interest Rate Swap [Member]
Dec. 31, 2012
Interest Rate Swap [Member]
Sep. 30, 2013
Interest Rate Swap [Member]
Carrying Reported Amount Fair Value Disclosure [Member]
Dec. 31, 2012
Interest Rate Swap [Member]
Carrying Reported Amount Fair Value Disclosure [Member]
Sep. 30, 2013
Interest Rate Swap [Member]
Level 1 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Interest Rate Swap [Member]
Level 1 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Sep. 30, 2013
Interest Rate Swap [Member]
Level 2 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Interest Rate Swap [Member]
Level 2 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Sep. 30, 2013
Interest Rate Swap [Member]
Level 3 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Interest Rate Swap [Member]
Level 3 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Derivatives, Fair Value [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transfers out of Level 3, into Level 2
$ 1,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carrying Amount
 
 
 
294,000 
969,000 
 
 
 
 
 
 
 
 
(472,000)
0 
 
 
 
 
 
 
Estimated Fair Value
 
$ 294,000 
$ 969,000 
 
 
$ 0 
$ 0 
$ 294,000 
$ 969,000 
$ 0 
$ 0 
$ (472,000)
$ 0 
 
 
$ 0 
$ 0 
$ (472,000)
$ 0 
$ 0 
$ 0 
Property, Plant and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Sep. 30, 2013
Dec. 31, 2012
Sep. 30, 2013
Land [Member]
Dec. 31, 2012
Land [Member]
Sep. 30, 2013
Construction in progress [Member]
Dec. 31, 2012
Construction in progress [Member]
Sep. 30, 2013
Base gas [Member]
Dec. 31, 2012
Base gas [Member]
Sep. 30, 2013
Buildings and improvements [Member]
Dec. 31, 2012
Buildings and improvements [Member]
Sep. 30, 2013
Processing and treating plants [Member]
Dec. 31, 2012
Processing and treating plants [Member]
Sep. 30, 2013
Pipelines [Member]
Dec. 31, 2012
Pipelines [Member]
Sep. 30, 2013
Compressors [Member]
Dec. 31, 2012
Compressors [Member]
Sep. 30, 2013
Dock [Member] [Member]
Dec. 31, 2012
Dock [Member] [Member]
Sep. 30, 2013
Tanks [Member]
Dec. 31, 2012
Tanks [Member]
Sep. 30, 2013
Equipment [Member]
Dec. 31, 2012
Equipment [Member]
Sep. 30, 2013
Computer software [Member]
Dec. 31, 2012
Computer software [Member]
Sep. 30, 2013
Property, Plant And Equipment [Member]
Dec. 31, 2012
Property, Plant And Equipment [Member]
Sep. 30, 2013
Maximum [Member]
Buildings and improvements [Member]
Sep. 30, 2013
Maximum [Member]
Processing and treating plants [Member]
Sep. 30, 2013
Maximum [Member]
Pipelines [Member]
Sep. 30, 2013
Maximum [Member]
Compressors [Member]
Sep. 30, 2013
Maximum [Member]
Equipment [Member]
Sep. 30, 2013
Maximum [Member]
Computer software [Member]
Sep. 30, 2013
Minimum [Member]
Buildings and improvements [Member]
Sep. 30, 2013
Minimum [Member]
Processing and treating plants [Member]
Sep. 30, 2013
Minimum [Member]
Pipelines [Member]
Sep. 30, 2013
Minimum [Member]
Compressors [Member]
Sep. 30, 2013
Minimum [Member]
Equipment [Member]
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment gross
 
 
$ 6,068 
$ 2,254 
$ 5,949 
$ 5,053 
$ 1,108 
$ 0 
$ 3,537 
$ 1,432 
$ 98,819 
$ 98,106 
$ 236,450 
$ 163,447 
$ 11,278 
$ 8,957 
$ 7,942 
$ 0 
$ 22,353 
$ 0 
$ 5,875 
$ 4,785 
$ 2,566 
$ 1,950 
 
$ 285,984 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment in useful life
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40 years 
40 years 
40 years 
20 years 
20 years 
5 years 
4 years 
8 years 
5 years 
4 years 
8 years 
Accumulated depreciation
(85,290)
(62,165)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$ 316,655 
$ 223,819 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 401,945 
 
 
 
 
 
 
 
 
 
 
 
 
Property, Plant and Equipment (Details Textual) (USD $)
3 Months Ended 6 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended
Sep. 30, 2013
Mar. 31, 2013
Sep. 30, 2012
Jun. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
AlaTenn system [Member]
Dec. 31, 2012
AlaTenn system [Member]
Sep. 30, 2013
Gathering and Processing Assets [Member]
Sep. 30, 2012
Gathering and Processing Assets [Member]
Sep. 30, 2013
Gathering and Processing Assets [Member]
Sep. 30, 2012
Gathering and Processing Assets [Member]
Sep. 30, 2013
Fair Value, Inputs, Level 3 [Member]
Gathering and Processing Assets [Member]
Income Approach Valuation Technique [Member]
Sep. 30, 2013
Fair Value, Inputs, Level 3 [Member]
Gathering and Processing Assets [Member]
Discounted Cash Flow Technique [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment gross
 
 
 
 
 
 
 
$ 99,500,000 
$ 26,100,000 
 
 
 
 
 
 
Capitalized interest
100,000 
 
 
 
 
100,000 
 
 
 
 
 
 
 
 
 
Depreciation
6,500,000 
 
 
 
 
18,900,000 
 
 
 
 
 
 
 
 
 
AROs included in other liabilities for specific assets
 
 
 
 
 
25,763,000 
 
 
 
 
 
 
 
 
 
Accretion expense, included in depreciation expense
200,000 
 
 
100,000 
100,000 
358,000 
 
 
 
 
 
 
 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
600,000 
500,000 
 
 
 
482,000 
0 
 
 
 
 
 
 
 
 
Gain on involuntary conversion of property, plant and equipment
0 
400,000 
0 
 
 
343,000 
0 
 
 
 
 
 
 
 
 
Gain (loss) on involuntary conversion of property, plant and equipment
0 
100,000 
0 
 
 
15,232,000 
0 
 
 
 
 
 
 
 
 
Proceeds from Insurance Settlement, Operating Activities
 
 
 
 
 
1,100,000 
 
 
 
 
 
 
 
 
 
Assumed discount rate
0.00% 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
 
Decline in throughput volumes, rate
 
 
 
 
 
 
 
 
 
 
 
 
 
2.50% 
 
Impairment
 
 
 
 
 
 
 
 
 
$ 0 
$ 0 
$ 1,807,000 
$ 0 
 
$ 1,800,000 
Asset Retirement Obligation (Details) (USD $)
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2013
Jun. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Asset Retirement Obligation Disclosure [Abstract]
 
 
 
 
Balance at beginning of period
$ 34,440,000 
 
 
$ 34,440,000 
Obligations assumed
 
 
 
25,763,000 
Accretion expense
200,000 
100,000 
100,000 
358,000 
Balance at end of period
 
 
 
8,319,000 
Other assets, net
$ 1,000,000 
 
 
$ 1,000,000 
Debt Obligations (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Debt Disclosure [Abstract]
 
 
Due to Affiliate
$ 20,000 
$ 0 
Revolving loan facility
121,035 
128,285 
Other Long-term Debt
157 
0 
Notes Payable
1,174 
 
Long-term debt
152,169 
128,285 
Long- term debt
124,888 
128,285 
Less: current portion of long-term debt
$ 7,281 
$ 0 
Debt Obligations (Details Textual) (USD $)
9 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Sep. 30, 2013
Revolving Credit Facility [Member]
Sep. 30, 2013
Eurodollar [Member]
Revolving Credit Facility [Member]
Sep. 30, 2013
Debt Instrument, Third Amendment [Member]
Dec. 31, 2012
Debt Instrument, Third Amendment [Member]
Apr. 15, 2013
Debt Instrument, Third Amendment [Member]
Revolving Credit Facility [Member]
Sep. 30, 2013
Debt Instrument, Third Amendment [Member]
Eurodollar [Member]
Revolving Credit Facility [Member]
Sep. 30, 2013
Debt Instrument, Fourth Amendment [Member]
Revolving Credit Facility [Member]
Apr. 15, 2013
Debt Instrument, Fourth Amendment [Member]
Revolving Credit Facility [Member]
Sep. 30, 2013
Insurance Premium Financing [Member]
Minimum [Member]
Jul. 31, 2013
Subsequent Event [Member]
Debt Instrument, Fourth Amendment [Member]
Revolving Credit Facility [Member]
Long-Term Debt (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
Leverage ratio requirement
4.50 
 
4.50 
 
 
4.00 
4.00 
 
 
 
 
 
 
Total indebtedness
$ 130,900,000 
 
$ 130,900,000 
 
 
 
 
 
 
 
 
 
 
Ratio of indebtedness to net capital
5.70 
 
5.70 
 
 
 
 
 
 
 
 
 
 
Maximum outstanding borrowings under credit facility
 
 
 
150,000,000 
 
 
 
 
 
 
175,000,000 
 
 
Description of variable rate basis
 
 
 
 
Eurodollar Rate 
 
 
 
 
 
 
 
 
Letter of credit outstanding
2,600,000 
 
2,600,000 
 
 
 
 
 
 
 
 
 
 
Debt issuance cost
5,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
 
0.50% 
 
 
 
 
 
 
 
 
Additional fees
 
 
 
0.125% 
 
 
 
 
0.125% 
 
 
 
 
Payments on long-term debt
99,821,000 
42,310,000 
 
 
 
 
 
12,500,000 
 
 
 
 
 
Leverage covenant ratio test
 
 
 
4.48 
 
 
 
 
 
 
 
 
 
Revolving loan facility
121,035,000 
 
128,285,000 
 
 
 
 
 
 
123,700,000 
130,000,000 
 
129,200,000 
Remaining borrowing capacity
 
 
 
 
 
 
 
 
 
39,300,000 
45,000,000 
 
 
Debt, Weighted Average Interest Rate
4.50% 
4.09% 
 
 
 
 
 
 
 
 
 
 
 
Insurance premium financing
3,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
Facility fee (percent)
 
 
 
 
 
 
 
 
0.50% 
 
 
3.22% 
 
Periodic payment amount
$ 200,000 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Sep. 30, 2013
AIM Midstream Holdings No. of units outstanding [Member]
Aug. 8, 2013
AIM Midstream Holdings No. of units outstanding [Member]
Dec. 31, 2012
AIM Midstream Holdings No. of units outstanding [Member]
Less: Comprehensive income attributable to noncontrolling interests
$ 190 
$ 249 
$ 533 
$ 249 
 
 
 
 
Limited partner common units
9,209,000 
 
9,209,000 
 
9,165,000 
4,705,000 
 
4,639,000 
Limited partner subordinated units
 
 
 
 
 
0 
4,526,066 
4,526,000 
Preferred units
 
 
 
 
 
5,204,000 
 
0 
General partner interest units
185,000 
 
185,000 
 
185,000 
185,000 
 
185,000 
General partner units
185,000 
 
185,000 
 
185,000 
 
 
 
Partners Capital (Details Textual) (USD $)
0 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 1 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended
Aug. 8, 2013
Sep. 30, 2013
Jun. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Apr. 15, 2013
Dec. 31, 2012
Apr. 15, 2013
Partnership Interest [Member]
High Point Infrastructure Partners, LLC [Member]
AIM Midstream Holdings [Member]
Apr. 15, 2013
Series A [Member]
Apr. 15, 2013
Series A [Member]
Partnership Interest [Member]
High Point Infrastructure Partners, LLC [Member]
AIM Midstream Holdings [Member]
Apr. 15, 2013
Series A [Member]
Issuance of Preferred Units [Member]
High Point Infrastructure Partners, LLC [Member]
Sep. 30, 2013
Debt Instrument, Fourth Amendment [Member]
Apr. 15, 2013
Revolving Credit Facility [Member]
Debt Instrument, Fourth Amendment [Member]
Series A [Member]
Repayment of Debt [Member]
Apr. 15, 2013
Cash Distribution [Member]
Series A [Member]
Sep. 30, 2013
General Partner [Member]
Sep. 30, 2013
High Point Infrastructure Partners, LLC [Member]
Apr. 15, 2013
High Point Infrastructure Partners, LLC [Member]
Series A [Member]
Issuance of Preferred Units [Member]
Sep. 30, 2013
Partnership Interest [Member]
Aug. 8, 2013
Partnership Interest [Member]
Dec. 31, 2012
Partnership Interest [Member]
Jan. 25, 2013
Partnership Interest [Member]
Series A [Member]
Sep. 30, 2013
Payable Current Quarter [Member]
Cash Distribution [Member]
Series A [Member]
Sep. 30, 2013
Payable Next Fiscal Quarter [Member]
Cash Distribution [Member]
Series A [Member]
Aug. 14, 2013
Subsequent Event [Member]
Jul. 23, 2013
Subsequent Event [Member]
Apr. 15, 2013
Subsequent Event [Member]
Third Amended and Restated Agreement [Member]
Series A [Member]
Apr. 15, 2013
Subsequent Event [Member]
Liquidation and Winding-up of Partnership [Member]
Third Amended and Restated Agreement [Member]
Series A [Member]
Sep. 30, 2013
General Partner [Member]
Sep. 30, 2013
Total Partners' Capital
Sep. 30, 2012
Total Partners' Capital
Sep. 30, 2013
General Partner [Member]
Sep. 30, 2012
General Partner [Member]
Sep. 30, 2013
General Partner [Member]
ArcLight [Member]
Subsidiary, Sale of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Distributions
 
$ 80,000 
$ 80,000 
$ 241,000 
$ 240,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 16,672,000 
$ 12,050,000 
$ 340,000 
$ 241,000 
 
Partners Capital (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner interest
 
 
 
 
2.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest
 
 
 
 
98.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership cancellation of subordinated units (percent)
 
 
 
 
 
 
 
 
90.00% 
 
90.00% 
 
20.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contributed capital
 
 
 
 
 
 
 
 
 
 
 
15,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred units issued
 
 
 
 
 
 
 
 
 
 
 
5,142,857 
 
 
 
 
 
5,142,857 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transaction expenses
 
 
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments on long-term debt
 
 
 
 
99,821,000 
42,310,000 
 
 
 
 
 
 
 
12,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividend distribution
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.25 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution announced
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.50 
 
 
$ 1.81 
$ 0.4525 
 
 
 
 
 
 
 
 
Fair value per unit
 
 
 
 
 
 
 
 
 
$ 17.50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 17.50 
$ 17.50 
 
 
 
 
 
 
Series A convertible preferred units
 
92,912,000 
 
 
92,912,000 
 
90,000,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total identifiable net assets
 
 
 
 
 
 
61,930,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of Series A Units in excess of net assets received
 
0 
0 
0 
(15,612,000)
0 
 
 
 
(15,600,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(15,612,000)
 
(312,000)
 
 
Dilutive effect of unit based awards
 
172,552 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends payable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,300,000 
1,600,000 
 
 
 
 
 
 
 
 
 
 
Other Ownership Interests, Units Outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
4,526,066 
4,526,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive Distribution Right Allocation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14.98% 
85.02% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive Distribution Right, After Minimum Quarterly Distributions, Percent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
48.00% 
 
 
 
 
 
Incentive Distribution, Distribution Per Unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4125 
 
 
 
 
 
General partner's warrants to purchase
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrant exercise price
0.01 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrant exercisable after period
18 months 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants exercisable if the volume weighted average closing price of the common units exceed
25.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants exercisable if the exeeded price per share is traded on a consecutive basis
30 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Escrow Deposit
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unitholder contributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35,196,000 
13,000 
35,196,000 
13,000 
12,500,000 
Assumed discount rate
 
0.00% 
 
 
 
 
 
 
 
0.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value input, distribution growth rate
 
 
 
 
 
 
 
 
 
0.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value, paid in kind distributions
 
$ 21.15 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Member or Limited Partner, Payment In Kind Declared
 
$ 1,572,000 
$ 0 
$ 0 
$ 2,912,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value input, option value
 
3.18 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital (Calculation of Net Income (Loss) Per Limited Partner Unit) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Jun. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Statement of Partners' Capital [Abstract]
 
 
 
 
 
 
Net loss before income tax benefit
$ (2,632)
$ (4,014)
 
 
$ (26,097)
$ (102)
Net loss from continuing operations attributable to the Partnership
(2,822)
 
(4,263)
(351)
(26,630)
 
Net (loss) income attributable to the Partnership
(2,731)
(4,275)
(4,275)
 
(28,396)
(257)
Declared cash distributions on Series A Units
1,301 
 
0 
0 
2,375 
 
Declared PIK distributions on Series A Units
1,572 
 
0 
0 
2,912 
 
Fair value of Series A Units in excess of value of contributed High Point System
0 
 
0 
0 
15,612 
0 
General partner's distribution
80 
 
80 
241 
240 
 
General Partners' Capital Account, Period Undistributed Income (Loss) From Continuing Operations, Amount
170 
 
166 
248 
1,074 
 
General partner's share in undistributed loss
(167)
 
(166)
(246)
(1,102)
 
Net loss from continuing operations available to limited partners
(5,483)
 
(4,177)
(344)
(46,159)
 
Net loss available to limited partners
(5,342)
 
(4,189)
(252)
(47,783)
 
Income (loss) from discontinued operations
6,663 
9,108 
 
 
8,334 
9,103 
Limited partners’ net (loss) income from continuing operations per unit (basic)
(0.82)
(0.46)
 
 
(5.54)
(0.04)
Limited partners’ net (loss) income per unit (basic)
(0.80)
(0.46)
 
 
(5.73)
(0.03)
Terminals [Member]
 
 
 
 
 
 
Statement of Partners' Capital [Abstract]
 
 
 
 
 
 
Net loss before income tax benefit
(122)
0 
 
 
(536)
0 
Net (loss) income attributable to the Partnership
$ (175)
 
$ 0 
 
$ (650)
$ 0 
Long-Term Incentive Plan (Details)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2013
Jun. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Mar. 31, 2013
Table Summarizes Unit Based Awards
 
 
 
 
 
Outstanding, Beginning period
 
172,551 
162,860 
90,938 
96,733 
Granted
28,042 
   
34,560 
108,430 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period
(893)
12,517 
12,517 
(13,320)
 
LTIP vesting, Shares
24,482 
0 
24,869 
86,648 
 
Outstanding, Ending period
99,400 
160,034 
160,034 
99,400 
96,733 
Maximum [Member]
 
 
 
 
 
Table Summarizes Unit Based Awards
 
 
 
 
 
Fair Value Per Unit
21.89 
21.40 
21.40 
21.89 
 
Minimum [Member]
 
 
 
 
 
Table Summarizes Unit Based Awards
 
 
 
 
 
Fair Value Per Unit
13.36 
14.70 
14.70 
13.36 
 
Long Term Incentive Plan (Details Textual) (USD $)
3 Months Ended 6 Months Ended 9 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Jul. 11, 2012
Sep. 30, 2013
Phantom units [Member]
Jun. 30, 2012
Phantom units [Member]
Jun. 30, 2012
Phantom units [Member]
Sep. 30, 2013
Phantom units [Member]
Long Term Incentive Plan (Additional Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Long Term Incentive Plan available for future grant
846,203 
 
 
846,203 
 
920,193 
 
 
 
 
 
Grants Issued Under Long Term Incentive Plan
25.00% 
 
 
25.00% 
 
 
 
 
 
 
 
Equity compensation expense
$ 392,000 
$ 474,000 
 
$ 1,877,000 
$ 1,272,000 
 
 
$ 400,000 
$ 500,000 
$ 1,300,000 
$ 1,800,000 
Total fair value of vested units
 
 
500,000 
1,600,000 
 
 
 
 
 
 
 
Compensation cost related unvested awards
$ 1,100,000 
 
$ 2,100,000 
$ 1,100,000 
 
 
 
 
 
 
 
Weighted average period cost recognized
 
 
 
1 year 7 months 15 days 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized
 
 
 
 
 
 
871,750 
 
 
 
 
Post-Employment Benefits (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Cost recognized in Unaudited Condensed Consolidated Statements of Operations
 
 
 
 
Net periodic (benefit) cost
 
 
$ (55,000)
$ (61,000)
OPEB Plan [Member]
 
 
 
 
Cost recognized in Unaudited Condensed Consolidated Statements of Operations
 
 
 
 
Service cost
1,000 
1,000 
3,000 
3,000 
Interest cost
4,000 
4,000 
12,000 
12,000 
Expected return on plan assets
(17,000)
(16,000)
(51,000)
(49,000)
Amortization of net (gain) loss
(6,000)
(9,000)
(18,000)
(27,000)
Net periodic (benefit) cost
(18,000)
(20,000)
(54,000)
(61,000)
Expected contributions to Plan, remaining fiscal year
$ 100,000 
 
$ 100,000 
 
Commitments and Contingencies (Details) (USD $)
Sep. 30, 2013
Future non-cancelable commitments related to certain contractual obligations
 
Contractual Obligation, Due in Next Twelve Months
$ 154,000 
Contractual Obligation, Due in Second Year
793,000 
Contractual Obligation, Due in Third Year
762,000 
Contractual Obligation, Due in Fourth Year
8,398,000 
Contractual Obligation, Due in Fifth Year
506,000 
Contractual Obligation, Due after Fifth Year
28,109,000 
Contractual Obligation, Total
38,722,000 
Operating leases and service contract [Member]
 
Future non-cancelable commitments related to certain contractual obligations
 
Contractual Obligation, Due in Next Twelve Months
154,000 1
Contractual Obligation, Due in Second Year
793,000 1
Contractual Obligation, Due in Third Year
762,000 1
Contractual Obligation, Due in Fourth Year
531,000 1
Contractual Obligation, Due in Fifth Year
506,000 1
Contractual Obligation, Due after Fifth Year
1,536,000 1
Contractual Obligation, Total
4,282,000 1
Operating Leases, Future Minimum Payments Due
200,000 
Assets retirement obligation [Member]
 
Future non-cancelable commitments related to certain contractual obligations
 
Contractual Obligation, Due in Next Twelve Months
0 
Contractual Obligation, Due in Second Year
0 
Contractual Obligation, Due in Third Year
0 
Contractual Obligation, Due in Fourth Year
7,867,000 
Contractual Obligation, Due in Fifth Year
0 
Contractual Obligation, Due after Fifth Year
26,573,000 
Contractual Obligation, Total
$ 34,440,000 
Commitments and Contingencies (Details 1) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2013
Jun. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Expenses related to operating leases, asset retirement obligations, land site Leases and right-of-way agreements
 
 
 
 
Operating leases
$ 357 
$ 254 
$ 692 
$ 841 
Asset retirement obligation
191 
10 
23 
358 
Non operating Income (Expense), Total
$ (548)
$ (264)
$ (715)
$ (1,199)
Related- Party Transactions (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Related Party Transactions (Textual) [Abstract]
 
 
 
 
Business development
 
 
$ (0.9)
 
American Midstream, L.L.C [Member]
 
 
 
 
Related Party Transactions (Textual) [Abstract]
 
 
 
 
Administrative and Operational Service Expenses
3.3 
3.1 
10.3 
9.3 
Business development
$ (0.2)
 
$ (0.6)
 
Reporting Segments (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Mar. 31, 2013
Sep. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Segment information
 
 
 
 
 
 
Revenue
$ 80,035 
 
$ 54,347 
 
$ 216,516 
$ 138,423 
Loss on commodity derivatives, net
(499)
 
(946)
 
110 
3,157 
Direct operating expenses
8,344 
 
5,329 
 
20,898 
11,550 
Selling, general and administrative expenses
5,157 
 
3,246 
 
13,748 
10,101 
Revenues
79,536 
 
53,401 
 
216,626 
141,580 
Natural Gas Midstream Costs
57,973 
 
41,365 
 
162,671 
100,075 
Equity compensation expense
392 
 
474 
 
1,877 
1,272 
Depreciation and Accretion Expense, Including Discontinued Operation
 
 
 
 
22,355 
15,819 
Depreciation, Depletion and Amortization
7,880 
 
5,504 
 
22,271 
15,722 
Total operating expenses
79,746 
 
55,918 
 
221,465 
138,720 
Depreciation and accretion expense
6,500 
 
 
 
18,900 
 
Gain on involuntary conversion of property, plant and equipment
0 
400 
0 
 
343 
0 
Gain on sale of assets, net
0 
 
4 
 
0 
121 
Operating (loss) income
(210)
 
(2,513)
 
(19,728)
2,981 
Income (loss) from operations of disposal groups
91 
 
(12)
 
(1,766)
94 
Loss on impairment of property, plant and equipment
0 
(100)
0 
 
(15,232)
0 
Interest expense
(2,636)
 
(1,501)
 
(6,958)
(3,083)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
(2,846)
 
(4,014)
 
(26,686)
(102)
Income Tax Expense (Benefit), Continuing Operations
214 
 
 
 
589 
 
Income Tax Expense (Benefit)
247 
 
0 
 
662 
0 
Net loss before income tax benefit
(2,632)
 
(4,014)
 
(26,097)
(102)
Net loss
(2,541)
 
(4,026)
 
(27,863)
(8)
Net (loss) income attributable to the Partnership
(2,731)
 
(4,275)
(4,275)
(28,396)
(257)
Segment Gross Margin
21,380 
 
12,978 
 
52,815 
36,793 
Gathering And Processing [Member]
 
 
 
 
 
 
Segment information
 
 
 
 
 
 
Revenue
48,873 
 
41,637 
 
144,658 
101,307 
Loss on commodity derivatives, net
(499)
 
(946)
 
110 
3,157 
Direct operating expenses
3,720 
 
3,567 
 
10,694 
7,531 
Revenues
48,374 
 
40,691 
 
144,768 
104,464 
Natural Gas Midstream Costs
38,162 
 
32,105 
 
116,568 
74,775 
Segment Gross Margin
10,688 
 
10,310 
 
28,454 
27,321 
Transmission [Member]
 
 
 
 
 
 
Segment information
 
 
 
 
 
 
Revenue
27,704 
 
12,710 
 
65,532 
37,116 
Loss on commodity derivatives, net
0 
 
0 
 
0 
0 
Direct operating expenses
3,994 
 
1,762 
 
8,943 
4,019 
Revenues
27,704 
 
12,710 
 
65,532 
37,116 
Natural Gas Midstream Costs
19,811 
 
9,260 
 
46,103 
25,300 
Segment Gross Margin
7,864 
 
2,668 
 
19,296 
9,472 
Terminals [Member]
 
 
 
 
 
 
Segment information
 
 
 
 
 
 
Revenue
 
 
 
 
6,326 
 
Loss on commodity derivatives, net
0 
 
 
 
0 
 
Direct operating expenses
630 
 
 
 
1,261 
 
Revenues
3,458 
 
 
 
6,326 
 
Natural Gas Midstream Costs
0 
 
 
 
0 
 
Net loss before income tax benefit
(122)
 
0 
 
(536)
0 
Net (loss) income attributable to the Partnership
(175)
 
 
0 
(650)
0 
Segment Gross Margin
2,828 
 
 
 
5,065 
 
Terminals [Member]
 
 
 
 
 
 
Segment information
 
 
 
 
 
 
Revenue
3,458 
 
 
 
 
 
Net loss
$ (100)
 
 
 
$ (700)
 
Reporting Segments (Details Textual) (USD $)
In Millions, unless otherwise specified
9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2013
segment
Sep. 30, 2013
Gathering And Processing [Member]
Sep. 30, 2012
Gathering And Processing [Member]
Sep. 30, 2013
Gathering And Processing [Member]
Sep. 30, 2012
Gathering And Processing [Member]
Sep. 30, 2013
Transmission [Member]
Sep. 30, 2012
Transmission [Member]
Sep. 30, 2013
Transmission [Member]
Sep. 30, 2012
Transmission [Member]
Apr. 15, 2013
High Point Infrastructure Partners, LLC [Member]
ArcLight [Member]
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
Construction, Operating and Maintenace Expenses
 
$ 0.3 
$ 0.1 
$ 0.4 
$ 0.6 
$ 0.1 
$ 0.8 
$ 0.1 
$ 2.3 
 
Number of Operating Segments
3 
 
 
 
 
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
 
 
 
 
 
 
90.00% 
Subsidiary Guarantors (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2013
Mar. 31, 2013
Sep. 30, 2012
Jun. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Apr. 15, 2013
Dec. 31, 2012
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
 
 
Cash and cash equivalents, including discontinued operations
$ 3,475 
 
 
 
 
$ 3,475 
 
 
 
Acquisition Costs, Period Cost
 
 
 
 
 
0 
(51,377)
 
 
Percentage of agragate limited partner interest
 
 
 
 
100.00% 
100.00% 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Accounts receivable
5,646 
 
 
 
 
5,646 
 
 
1,958 
Unbilled revenue
23,756 
 
 
 
 
23,756 
 
 
21,512 
Risk management assets
1,050 
 
 
 
 
1,050 
 
 
969 
Other current assets
5,226 
 
 
 
 
5,226 
 
 
3,226 
Assets Held-for-sale, Current
1,276 
 
 
 
 
1,276 
 
 
0 
Total current assets
40,427 
 
 
 
 
40,427 
 
 
28,241 
Property, plant and equipment, net
316,655 
 
 
 
 
316,655 
 
 
223,819 
Noncurrent assets held for sale, net
3,016 
 
 
 
 
3,016 
 
 
0 
Intangible Assets, Net (Excluding Goodwill)
4,351 
 
 
 
 
4,351 
 
 
0 
Goodwill
16,447 
 
 
 
 
16,447 
 
 
0 
Deferred Tax Assets, Gross
5,741 
 
 
 
 
5,741 
 
 
0 
Investment in subsidiaries
0 
 
 
 
 
0 
 
 
0 
Other assets
6,202 
 
 
 
 
6,202 
 
 
4,636 
Total assets
392,839 
 
 
 
 
392,839 
 
 
256,696 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
2,248 
 
 
 
 
2,248 
 
 
5,527 
Accrued gas purchases
16,320 
 
 
 
 
16,320 
 
 
17,034 
Risk management liabilities
349 
 
 
 
 
349 
 
 
0 
Less: current portion of long-term debt
7,281 
 
 
 
 
7,281 
 
 
0 
Due to Affiliate
20,000 
 
 
 
 
20,000 
 
 
0 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,355 
 
 
 
 
1,355 
 
 
0 
Accrued expenses and other current liabilities
17,548 
 
 
 
 
17,548 
 
 
9,619 
Total current liabilities
65,101 
 
 
 
 
65,101 
 
 
32,180 
Risk management liabilities
122 
 
 
 
 
122 
 
 
0 
Asset retirement cost
34,440 
 
 
 
 
34,440 
 
 
8,319 
Other Liabilities, Noncurrent
215 
 
 
 
 
215 
 
 
309 
Long- term debt, excluding current maturities
124,888 
 
 
 
 
124,888 
 
 
128,285 
Deferred Tax Liabilities, Gross
10,760 
 
 
 
 
10,760 
 
 
0 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
986 
 
 
 
 
986 
 
 
0 
Total liabilities
236,512 
 
 
 
 
236,512 
 
 
169,093 
Series A convertible preferred units
92,912 
 
 
 
 
92,912 
 
90,000 
0 
Partners' Capital
56,015 
 
 
 
 
56,015 
 
 
80,165 
Non-controlling interest
7,400 
 
 
 
 
7,400 
 
 
7,438 
Total liabilities and partners’ capital
63,415 
 
 
 
 
63,415 
 
 
87,603 
Total liabilities, partners’ capital and non-controlling interest
392,839 
 
 
 
 
392,839 
 
 
256,696 
Revenues:
 
 
 
 
 
 
 
 
 
Revenue
80,035 
 
54,347 
 
 
216,516 
138,423 
 
 
Loss on commodity derivatives, net
(499)
 
(946)
 
 
110 
3,157 
 
 
Total revenue
79,536 
 
53,401 
 
 
216,626 
141,580 
 
 
Natural Gas Midstream Costs
57,973 
 
41,365 
 
 
162,671 
100,075 
 
 
Direct Operating Costs
8,344 
 
5,329 
 
 
20,898 
11,550 
 
 
Selling, General and Administrative Expense
5,157 
 
3,246 
 
 
13,748 
10,101 
 
 
Allocated Share-based Compensation Expense
392 
 
474 
 
 
1,877 
1,272 
 
 
Depreciation
6,500 
 
 
 
 
18,900 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
Depreciation and Accretion Expense, Including Discontinued Operation
 
 
 
 
 
22,355 
15,819 
 
 
Depreciation, Depletion and Amortization
7,880 
 
5,504 
 
 
22,271 
15,722 
 
 
Total operating expenses
79,746 
 
55,918 
 
 
221,465 
138,720 
 
 
Gain on sale of assets, net
0 
 
4 
 
 
0 
121 
 
 
Loss on impairment of property, plant and equipment
0 
(100)
0 
 
 
(15,232)
0 
 
 
Gain on involuntary conversion of property, plant and equipment
0 
400 
0 
 
 
343 
0 
 
 
Operating (loss) income
(210)
 
(2,513)
 
 
(19,728)
2,981 
 
 
(Loss) earnings from consolidated affiliates
0 
 
0 
 
 
0 
0 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
Interest Expense
2,636 
 
1,501 
 
 
6,958 
3,083 
 
 
Net (loss) income from continuing operations
(2,632)
 
(4,014)
 
 
(26,097)
(102)
 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
(2,846)
 
(4,014)
 
 
(26,686)
(102)
 
 
Income Tax Expense (Benefit)
247 
 
0 
 
 
662 
0 
 
 
Income Tax Expense (Benefit), Continuing Operations
214 
 
 
 
 
589 
 
 
 
Income (loss) from operations of disposal groups
91 
 
(12)
 
 
(1,766)
94 
 
 
Net loss attributable to the Partnership
(2,731)
 
(4,275)
(4,275)
 
(28,396)
(257)
 
 
Less: Comprehensive income attributable to noncontrolling interests
190 
 
249 
 
 
533 
249 
 
 
Net loss
(2,541)
 
(4,026)
 
 
(27,863)
(8)
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
 
 
15,587 
16,476 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 
 
 
 
 
(22,842)
(4,465)
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
600 
500 
 
 
 
482 
0 
 
 
Proceeds from disposals of property, plant and equipment
 
 
 
 
 
0 
126 
 
 
Net contributions from affiliates
 
 
 
 
 
0 
0 
 
 
Net distributions to affiliates
 
 
 
 
 
0 
0 
 
 
Net cash provided (used) in investing activities
 
 
 
 
 
(22,360)
(55,716)
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Net contributions from affiliates
 
 
 
 
 
0 
0 
 
 
Net distributions to affiliates
 
 
 
 
 
0 
0 
 
 
Proceeds from Partnership Contribution
 
 
 
 
 
13,075 
13 
 
 
Unit holder distributions
 
 
 
 
 
(12,458)
(12,050)
 
 
Proceeds from Issuance of Convertible Preferred Units
 
 
 
 
 
14,393 
0 
 
 
Net distributions to non-controlling interest owners
 
 
 
 
 
(571)
(249)
 
 
LTIP tax netting unit repurchase
 
 
 
 
 
(400)
(88)
 
 
Deferred debt issuance costs
 
 
 
 
 
(1,509)
(1,140)
 
 
Payments on other debt
 
 
 
 
 
(2,231)
0 
 
 
Borrowings on other debt
 
 
 
 
 
1,495 
0 
 
 
Repayments of Other Debt
 
 
 
 
 
(1,072)
0 
 
 
Proceeds from Other Debt
 
 
 
 
 
6,200 
0 
 
 
Payments on long-term debt
 
 
 
 
 
(99,821)
(42,310)
 
 
Borrowings on long-term debt
 
 
 
 
 
92,571 
94,690 
 
 
Net cash provided (used) in financing activities
 
 
 
 
 
9,672 
38,866 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
 
 
2,899 
(374)
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
Beginning of period
 
576 
497 
 
871 
576 
871 
 
 
End of period
3,473 
 
497 
497 
497 
3,473 
497 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
 
 
Interest payments
 
 
 
 
 
5,051 
1,894 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
 
 
(6,080)
808 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
 
 
59,995 
0 
 
 
Fair value of Series A Units in excess of value of contributed High Point System
0 
 
 
0 
0 
15,612 
0 
 
 
Accrued and in-kind unitholder distribution for Series A Units
 
 
 
 
 
2,912 
0 
 
 
Noncontrolling Interest, Ownership Percentage by Parent
87.40% 
 
 
 
 
87.40% 
 
 
 
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
(34)
 
23 
 
 
(90)
40 
 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
(2,575)
 
(4,003)
 
 
(27,953)
32 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
(2,765)
 
(4,252)
 
 
(28,486)
(217)
 
 
Parent Company [Member]
 
 
 
 
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
 
 
Business Acquisition, Cost of Acquired Entity, Cash Paid
 
 
0 
 
 
 
0 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Accounts receivable
0 
 
 
 
 
0 
 
 
0 
Unbilled revenue
0 
 
 
 
 
0 
 
 
0 
Risk management assets
0 
 
 
 
 
0 
 
 
0 
Other current assets
0 
 
 
 
 
0 
 
 
0 
Assets Held-for-sale, Current
0 
 
 
 
 
0 
 
 
 
Total current assets
1 
 
 
 
 
1 
 
 
1 
Property, plant and equipment, net
0 
 
 
 
 
0 
 
 
0 
Noncurrent assets held for sale, net
0 
 
 
 
 
0 
 
 
 
Intangible Assets, Net (Excluding Goodwill)
0 
 
 
 
 
0 
 
 
 
Goodwill
0 
 
 
 
 
0 
 
 
 
Deferred Tax Assets, Gross
0 
 
 
 
 
0 
 
 
 
Investment in subsidiaries
149,782 
 
 
 
 
149,782 
 
 
80,164 
Other assets
0 
 
 
 
 
0 
 
 
0 
Total assets
149,783 
 
 
 
 
149,783 
 
 
80,165 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
0 
 
 
 
 
0 
 
 
0 
Accrued gas purchases
0 
 
 
 
 
0 
 
 
0 
Risk management liabilities
856 
 
 
 
 
856 
 
 
 
Other debt
0 
 
 
 
 
0 
 
 
 
Risk management liabilities
0 
 
 
 
 
0 
 
 
 
Due to Affiliate
0 
 
 
 
 
0 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
0 
 
 
 
 
0 
 
 
 
Accrued expenses and other current liabilities
 
 
 
 
 
 
 
 
0 
Total current liabilities
856 
 
 
 
 
856 
 
 
0 
Risk management liabilities
0 
 
 
 
 
0 
 
 
 
Asset retirement cost
0 
 
 
 
 
0 
 
 
0 
Other Liabilities, Noncurrent
0 
 
 
 
 
0 
 
 
0 
Long- term debt, excluding current maturities
0 
 
 
 
 
0 
 
 
0 
Deferred Tax Liabilities, Gross
0 
 
 
 
 
0 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
0 
 
 
 
 
0 
 
 
 
Total liabilities
856 
 
 
 
 
856 
 
 
0 
Series A convertible preferred units
92,912 
 
 
 
 
92,912 
 
 
 
Partners' Capital
56,015 
 
 
 
 
56,015 
 
 
80,165 
Non-controlling interest
0 
 
 
 
 
0 
 
 
0 
Total liabilities and partners’ capital
56,015 
 
 
 
 
56,015 
 
 
80,165 
Total liabilities, partners’ capital and non-controlling interest
149,783 
 
 
 
 
149,783 
 
 
80,165 
Revenues:
 
 
 
 
 
 
 
 
 
Revenue
0 
 
0 
 
 
0 
0 
 
 
Loss on commodity derivatives, net
0 
 
 
 
 
0 
0 
 
 
Total revenue
0 
 
0 
 
 
0 
0 
 
 
Natural Gas Midstream Costs
0 
 
0 
 
 
0 
0 
 
 
Direct Operating Costs
0 
 
0 
 
 
0 
0 
 
 
Selling, General and Administrative Expense
0 
 
0 
 
 
0 
0 
 
 
Allocated Share-based Compensation Expense
0 
 
0 
 
 
0 
0 
 
 
Depreciation
0 
 
0 
 
 
0 
0 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
Total operating expenses
0 
 
0 
 
 
0 
0 
 
 
Gain on sale of assets, net
 
 
   
 
 
 
   
 
 
Loss on impairment of property, plant and equipment
 
 
 
 
 
0 
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
 
 
 
 
0 
 
 
 
Operating (loss) income
0 
 
0 
 
 
0 
0 
 
 
(Loss) earnings from consolidated affiliates
(2,731)
 
(4,275)
 
 
(28,396)
(257)
 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
Interest Expense
0 
 
0 
 
 
0 
0 
 
 
Net (loss) income from continuing operations
(2,731)
 
(4,275)
 
 
(28,396)
(257)
 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
 
 
 
 
 
(28,396)
 
 
 
Income Tax Expense (Benefit)
0 
 
 
 
 
0 
 
 
 
Income (loss) from operations of disposal groups
0 
 
0 
 
 
0 
0 
 
 
Net loss attributable to the Partnership
(2,731)
 
(4,275)
 
 
(28,396)
(257)
 
 
Less: Comprehensive income attributable to noncontrolling interests
0 
 
0 
 
 
0 
0 
 
 
Net loss
(2,731)
 
(4,275)
 
 
(28,396)
(257)
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
 
 
0 
0 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 
 
 
 
 
0 
0 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
 
 
 
 
 
0 
0 
 
 
Net contributions from affiliates
 
 
 
 
 
12,458 
12,050 
 
 
Net distributions to affiliates
 
 
 
 
 
27,468 
13 
 
 
Net cash provided (used) in investing activities
 
 
 
 
 
(15,010)
12,037 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Net contributions from affiliates
 
 
 
 
 
0 
0 
 
 
Net distributions to affiliates
 
 
 
 
 
0 
0 
 
 
Proceeds from Partnership Contribution
 
 
 
 
 
13,075 
13 
 
 
Unit holder distributions
 
 
 
 
 
(12,458)
(12,050)
 
 
Proceeds from Issuance of Convertible Preferred Units
 
 
 
 
 
14,393 
 
 
 
Net distributions to non-controlling interest owners
 
 
 
 
 
0 
0 
 
 
LTIP tax netting unit repurchase
 
 
 
 
 
0 
0 
 
 
Deferred debt issuance costs
 
 
 
 
 
0 
0 
 
 
Payments on other debt
 
 
 
 
 
0 
 
 
 
Borrowings on other debt
 
 
 
 
 
0 
 
 
 
Repayments of Other Debt
 
 
 
 
 
0 
 
 
 
Proceeds from Other Debt
 
 
 
 
 
0 
 
 
 
Payments on long-term debt
 
 
 
 
 
0 
0 
 
 
Borrowings on long-term debt
 
 
 
 
 
0 
0 
 
 
Net cash provided (used) in financing activities
 
 
 
 
 
15,010 
(12,037)
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
 
 
0 
0 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
Beginning of period
 
1 
 
 
 
1 
 
 
 
End of period
1 
 
 
 
 
1 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
 
 
Interest payments
 
 
 
 
 
0 
0 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
 
 
0 
0 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
 
 
59,995 
 
 
 
Fair value of Series A Units in excess of value of contributed High Point System
 
 
 
 
 
15,612 
 
 
 
Accrued and in-kind unitholder distribution for Series A Units
 
 
 
 
 
2,912 
 
 
 
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
(34)
 
23 
 
 
(90)
40 
 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
(2,765)
 
(4,252)
 
 
(28,486)
(217)
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
(2,765)
 
(4,252)
 
 
(28,486)
(217)
 
 
Guarantor Subsidiaries [Member]
 
 
 
 
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
 
 
Cash and cash equivalents, including discontinued operations
3,474 
 
 
 
 
3,474 
 
 
 
Business Acquisition, Cost of Acquired Entity, Cash Paid
 
 
(51,377)
 
 
 
(51,377)
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Accounts receivable
4,144 
 
 
 
 
4,144 
 
 
1,612 
Unbilled revenue
20,107 
 
 
 
 
20,107 
 
 
18,102 
Risk management assets
1,050 
 
 
 
 
1,050 
 
 
969 
Other current assets
4,753 
 
 
 
 
4,753 
 
 
2,967 
Assets Held-for-sale, Current
1,276 
 
 
 
 
1,276 
 
 
 
Total current assets
34,802 
 
 
 
 
34,802 
 
 
24,225 
Property, plant and equipment, net
257,864 
 
 
 
 
257,864 
 
 
165,001 
Noncurrent assets held for sale, net
3,016 
 
 
 
 
3,016 
 
 
 
Intangible Assets, Net (Excluding Goodwill)
4,351 
 
 
 
 
4,351 
 
 
 
Goodwill
16,447 
 
 
 
 
16,447 
 
 
 
Deferred Tax Assets, Gross
5,741 
 
 
 
 
5,741 
 
 
 
Investment in subsidiaries
53,607 
 
 
 
 
53,607 
 
 
51,613 
Other assets
6,202 
 
 
 
 
6,202 
 
 
4,636 
Total assets
382,030 
 
 
 
 
382,030 
 
 
245,475 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
2,038 
 
 
 
 
2,038 
 
 
5,100 
Accrued gas purchases
13,706 
 
 
 
 
13,706 
 
 
14,606 
Risk management liabilities
16,576 
 
 
 
 
16,576 
 
 
 
Other debt
7,281 
 
 
 
 
7,281 
 
 
 
Risk management liabilities
349 
 
 
 
 
349 
 
 
 
Due to Affiliate
20,000 
 
 
 
 
20,000 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,355 
 
 
 
 
1,355 
 
 
 
Accrued expenses and other current liabilities
 
 
 
 
 
 
 
 
9,150 
Total current liabilities
61,305 
 
 
 
 
61,305 
 
 
28,856 
Risk management liabilities
122 
 
 
 
 
122 
 
 
 
Asset retirement cost
33,972 
 
 
 
 
33,972 
 
 
7,861 
Other Liabilities, Noncurrent
215 
 
 
 
 
215 
 
 
309 
Long- term debt, excluding current maturities
124,888 
 
 
 
 
124,888 
 
 
128,285 
Deferred Tax Liabilities, Gross
10,760 
 
 
 
 
10,760 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
986 
 
 
 
 
986 
 
 
 
Total liabilities
232,248 
 
 
 
 
232,248 
 
 
165,311 
Series A convertible preferred units
0 
 
 
 
 
0 
 
 
 
Partners' Capital
149,782 
 
 
 
 
149,782 
 
 
80,164 
Non-controlling interest
0 
 
 
 
 
0 
 
 
0 
Total liabilities and partners’ capital
149,782 
 
 
 
 
149,782 
 
 
80,164 
Total liabilities, partners’ capital and non-controlling interest
382,030 
 
 
 
 
382,030 
 
 
245,475 
Revenues:
 
 
 
 
 
 
 
 
 
Revenue
66,363 
 
39,346 
 
 
179,059 
123,422 
 
 
Loss on commodity derivatives, net
(499)
 
(946)
 
 
110 
3,157 
 
 
Total revenue
65,864 
 
38,400 
 
 
179,169 
126,579 
 
 
Natural Gas Midstream Costs
47,361 
 
30,194 
 
 
134,041 
88,904 
 
 
Direct Operating Costs
7,138 
 
4,351 
 
 
17,490 
10,572 
 
 
Selling, General and Administrative Expense
5,157 
 
3,150 
 
 
13,748 
10,005 
 
 
Allocated Share-based Compensation Expense
392 
 
474 
 
 
1,877 
1,272 
 
 
Depreciation
7,465 
 
5,102 
 
 
21,028 
15,320 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
Total operating expenses
67,513 
 
43,271 
 
 
188,184 
126,073 
 
 
Gain on sale of assets, net
 
 
4 
 
 
 
121 
 
 
Loss on impairment of property, plant and equipment
 
 
 
 
 
(15,232)
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
 
 
 
 
343 
 
 
 
Operating (loss) income
(1,649)
 
(4,867)
 
 
(23,904)
627 
 
 
(Loss) earnings from consolidated affiliates
1,249 
 
2,105 
 
 
3,643 
2,105 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
Interest Expense
2,636 
 
1,501 
 
 
6,958 
3,083 
 
 
Net (loss) income from continuing operations
(2,822)
 
(4,263)
 
 
(26,630)
(351)
 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
 
 
 
 
 
(27,219)
 
 
 
Income Tax Expense (Benefit)
214 
 
 
 
 
589 
 
 
 
Income (loss) from operations of disposal groups
91 
 
(12)
 
 
(1,766)
94 
 
 
Net loss attributable to the Partnership
(2,731)
 
(4,275)
 
 
(28,396)
(257)
 
 
Less: Comprehensive income attributable to noncontrolling interests
0 
 
0 
 
 
0 
0 
 
 
Net loss
(2,731)
 
(4,275)
 
 
(28,396)
(257)
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
 
 
11,413 
14,122 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 
 
 
 
 
(22,841)
(4,196)
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
 
 
 
 
 
482 
126 
 
 
Net contributions from affiliates
 
 
 
 
 
0 
0 
 
 
Net distributions to affiliates
 
 
 
 
 
0 
0 
 
 
Net cash provided (used) in investing activities
 
 
 
 
 
(22,359)
(55,447)
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Net contributions from affiliates
 
 
 
 
 
27,468 
13 
 
 
Net distributions to affiliates
 
 
 
 
 
(8,856)
(10,214)
 
 
Proceeds from Partnership Contribution
 
 
 
 
 
0 
0 
 
 
Unit holder distributions
 
 
 
 
 
0 
0 
 
 
Proceeds from Issuance of Convertible Preferred Units
 
 
 
 
 
0 
 
 
 
Net distributions to non-controlling interest owners
 
 
 
 
 
0 
0 
 
 
LTIP tax netting unit repurchase
 
 
 
 
 
(400)
(88)
 
 
Deferred debt issuance costs
 
 
 
 
 
(1,509)
(1,140)
 
 
Payments on other debt
 
 
 
 
 
(2,231)
 
 
 
Borrowings on other debt
 
 
 
 
 
1,495 
 
 
 
Repayments of Other Debt
 
 
 
 
 
(1,072)
 
 
 
Proceeds from Other Debt
 
 
 
 
 
6,200 
 
 
 
Payments on long-term debt
 
 
 
 
 
(99,821)
(42,310)
 
 
Borrowings on long-term debt
 
 
 
 
 
92,571 
94,690 
 
 
Net cash provided (used) in financing activities
 
 
 
 
 
13,845 
40,951 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
 
 
2,899 
(374)
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
Beginning of period
 
575 
 
 
870 
575 
870 
 
 
End of period
3,472 
 
496 
 
 
3,472 
496 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
 
 
Interest payments
 
 
 
 
 
5,051 
1,894 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
 
 
(6,080)
808 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
 
 
0 
 
 
 
Fair value of Series A Units in excess of value of contributed High Point System
 
 
 
 
 
0 
 
 
 
Accrued and in-kind unitholder distribution for Series A Units
 
 
 
 
 
0 
 
 
 
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
(34)
 
23 
 
 
(90)
40 
 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
(2,765)
 
(4,252)
 
 
(28,486)
(217)
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
(2,765)
 
(4,252)
 
 
(28,486)
(217)
 
 
Non-Guarantor Subsidiaries [Member]
 
 
 
 
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
 
 
Business Acquisition, Cost of Acquired Entity, Cash Paid
 
 
0 
 
 
 
0 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Accounts receivable
1,502 
 
 
 
 
1,502 
 
 
346 
Unbilled revenue
3,649 
 
 
 
 
3,649 
 
 
3,410 
Risk management assets
0 
 
 
 
 
0 
 
 
0 
Other current assets
473 
 
 
 
 
473 
 
 
259 
Assets Held-for-sale, Current
0 
 
 
 
 
0 
 
 
 
Total current assets
5,624 
 
 
 
 
5,624 
 
 
4,015 
Property, plant and equipment, net
58,791 
 
 
 
 
58,791 
 
 
58,818 
Noncurrent assets held for sale, net
0 
 
 
 
 
0 
 
 
 
Intangible Assets, Net (Excluding Goodwill)
0 
 
 
 
 
0 
 
 
 
Goodwill
0 
 
 
 
 
0 
 
 
 
Deferred Tax Assets, Gross
0 
 
 
 
 
0 
 
 
 
Investment in subsidiaries
0 
 
 
 
 
0 
 
 
0 
Other assets
0 
 
 
 
 
0 
 
 
0 
Total assets
64,415 
 
 
 
 
64,415 
 
 
62,833 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
210 
 
 
 
 
210 
 
 
427 
Accrued gas purchases
2,614 
 
 
 
 
2,614 
 
 
2,428 
Risk management liabilities
116 
 
 
 
 
116 
 
 
 
Other debt
0 
 
 
 
 
0 
 
 
 
Risk management liabilities
0 
 
 
 
 
0 
 
 
 
Due to Affiliate
0 
 
 
 
 
0 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
0 
 
 
 
 
0 
 
 
 
Accrued expenses and other current liabilities
 
 
 
 
 
 
 
 
469 
Total current liabilities
2,940 
 
 
 
 
2,940 
 
 
3,324 
Risk management liabilities
0 
 
 
 
 
0 
 
 
 
Asset retirement cost
468 
 
 
 
 
468 
 
 
458 
Other Liabilities, Noncurrent
0 
 
 
 
 
0 
 
 
0 
Long- term debt, excluding current maturities
0 
 
 
 
 
0 
 
 
0 
Deferred Tax Liabilities, Gross
0 
 
 
 
 
0 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
0 
 
 
 
 
0 
 
 
 
Total liabilities
3,408 
 
 
 
 
3,408 
 
 
3,782 
Series A convertible preferred units
0 
 
 
 
 
0 
 
 
 
Partners' Capital
53,607 
 
 
 
 
53,607 
 
 
51,613 
Non-controlling interest
7,400 
 
 
 
 
7,400 
 
 
7,438 
Total liabilities and partners’ capital
61,007 
 
 
 
 
61,007 
 
 
59,051 
Total liabilities, partners’ capital and non-controlling interest
64,415 
 
 
 
 
64,415 
 
 
62,833 
Revenues:
 
 
 
 
 
 
 
 
 
Revenue
14,562 
 
 
 
 
41,818 
15,371 
 
 
Loss on commodity derivatives, net
0 
 
0 
 
 
0 
0 
 
 
Total revenue
14,562 
 
15,371 
 
 
41,818 
15,371 
 
 
Natural Gas Midstream Costs
11,502 
 
11,541 
 
 
32,991 
11,541 
 
 
Direct Operating Costs
1,206 
 
978 
 
 
3,408 
978 
 
 
Selling, General and Administrative Expense
0 
 
96 
 
 
0 
96 
 
 
Allocated Share-based Compensation Expense
0 
 
0 
 
 
0 
0 
 
 
Depreciation
415 
 
402 
 
 
1,243 
402 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
Total operating expenses
13,123 
 
13,017 
 
 
37,642 
13,017 
 
 
Gain on sale of assets, net
 
 
   
 
 
 
   
 
 
Loss on impairment of property, plant and equipment
 
 
 
 
 
0 
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
 
 
 
 
0 
 
 
 
Operating (loss) income
1,439 
 
2,354 
 
 
4,176 
2,354 
 
 
(Loss) earnings from consolidated affiliates
0 
 
0 
 
 
0 
0 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
Interest Expense
0 
 
0 
 
 
0 
0 
 
 
Net (loss) income from continuing operations
1,439 
 
2,354 
 
 
4,176 
2,354 
 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
 
 
 
 
 
4,176 
 
 
 
Income Tax Expense (Benefit)
0 
 
 
 
 
0 
 
 
 
Income (loss) from operations of disposal groups
0 
 
0 
 
 
0 
0 
 
 
Net loss attributable to the Partnership
1,249 
 
2,105 
 
 
3,643 
2,105 
 
 
Less: Comprehensive income attributable to noncontrolling interests
190 
 
249 
 
 
533 
249 
 
 
Net loss
1,439 
 
2,354 
 
 
4,176 
2,354 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
 
 
4,174 
2,354 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 
 
 
 
 
(1)
(269)
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
 
 
 
 
 
0 
0 
 
 
Net contributions from affiliates
 
 
 
 
 
0 
0 
 
 
Net distributions to affiliates
 
 
 
 
 
0 
0 
 
 
Net cash provided (used) in investing activities
 
 
 
 
 
(1)
(269)
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Net contributions from affiliates
 
 
 
 
 
0 
0 
 
 
Net distributions to affiliates
 
 
 
 
 
(3,602)
(1,836)
 
 
Proceeds from Partnership Contribution
 
 
 
 
 
0 
0 
 
 
Unit holder distributions
 
 
 
 
 
0 
0 
 
 
Proceeds from Issuance of Convertible Preferred Units
 
 
 
 
 
0 
 
 
 
Net distributions to non-controlling interest owners
 
 
 
 
 
(571)
(249)
 
 
LTIP tax netting unit repurchase
 
 
 
 
 
0 
0 
 
 
Deferred debt issuance costs
 
 
 
 
 
0 
0 
 
 
Payments on other debt
 
 
 
 
 
0 
 
 
 
Borrowings on other debt
 
 
 
 
 
0 
 
 
 
Repayments of Other Debt
 
 
 
 
 
0 
 
 
 
Proceeds from Other Debt
 
 
 
 
 
0 
 
 
 
Payments on long-term debt
 
 
 
 
 
0 
0 
 
 
Borrowings on long-term debt
 
 
 
 
 
0 
0 
 
 
Net cash provided (used) in financing activities
 
 
 
 
 
(4,173)
(2,085)
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
 
 
0 
0 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
Beginning of period
 
0 
 
 
 
0 
 
 
 
End of period
0 
 
 
 
 
0 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
 
 
Interest payments
 
 
 
 
 
0 
0 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
 
 
0 
0 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
 
 
0 
 
 
 
Fair value of Series A Units in excess of value of contributed High Point System
 
 
 
 
 
0 
 
 
 
Accrued and in-kind unitholder distribution for Series A Units
 
 
 
 
 
0 
 
 
 
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
0 
 
0 
 
 
0 
0 
 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
1,439 
 
2,354 
 
 
4,176 
2,354 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
1,249 
 
2,105 
 
 
3,643 
2,105 
 
 
Consolidation, Eliminations [Member]
 
 
 
 
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
 
 
Business Acquisition, Cost of Acquired Entity, Cash Paid
 
 
0 
 
 
 
0 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Accounts receivable
0 
 
 
 
 
0 
 
 
0 
Unbilled revenue
0 
 
 
 
 
0 
 
 
0 
Risk management assets
0 
 
 
 
 
0 
 
 
0 
Other current assets
0 
 
 
 
 
0 
 
 
0 
Assets Held-for-sale, Current
0 
 
 
 
 
0 
 
 
 
Total current assets
0 
 
 
 
 
0 
 
 
0 
Property, plant and equipment, net
0 
 
 
 
 
0 
 
 
0 
Noncurrent assets held for sale, net
0 
 
 
 
 
0 
 
 
 
Intangible Assets, Net (Excluding Goodwill)
0 
 
 
 
 
0 
 
 
 
Goodwill
0 
 
 
 
 
0 
 
 
 
Deferred Tax Assets, Gross
0 
 
 
 
 
0 
 
 
 
Investment in subsidiaries
(203,389)
 
 
 
 
(203,389)
 
 
(131,777)
Other assets
0 
 
 
 
 
0 
 
 
0 
Total assets
(203,389)
 
 
 
 
(203,389)
 
 
(131,777)
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
0 
 
 
 
 
0 
 
 
0 
Accrued gas purchases
0 
 
 
 
 
0 
 
 
0 
Risk management liabilities
0 
 
 
 
 
0 
 
 
 
Other debt
0 
 
 
 
 
0 
 
 
 
Risk management liabilities
0 
 
 
 
 
0 
 
 
 
Due to Affiliate
0 
 
 
 
 
0 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
0 
 
 
 
 
0 
 
 
 
Accrued expenses and other current liabilities
 
 
 
 
 
 
 
 
0 
Total current liabilities
0 
 
 
 
 
0 
 
 
0 
Risk management liabilities
0 
 
 
 
 
0 
 
 
 
Asset retirement cost
0 
 
 
 
 
0 
 
 
0 
Other Liabilities, Noncurrent
0 
 
 
 
 
0 
 
 
0 
Long- term debt, excluding current maturities
0 
 
 
 
 
0 
 
 
0 
Deferred Tax Liabilities, Gross
0 
 
 
 
 
0 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
0 
 
 
 
 
0 
 
 
 
Total liabilities
0 
 
 
 
 
0 
 
 
0 
Series A convertible preferred units
0 
 
 
 
 
0 
 
 
 
Partners' Capital
(203,389)
 
 
 
 
(203,389)
 
 
(131,777)
Non-controlling interest
0 
 
 
 
 
0 
 
 
0 
Total liabilities and partners’ capital
(203,389)
 
 
 
 
(203,389)
 
 
(131,777)
Total liabilities, partners’ capital and non-controlling interest
(203,389)
 
 
 
 
(203,389)
 
 
(131,777)
Revenues:
 
 
 
 
 
 
 
 
 
Revenue
(890)
 
(370)
 
 
(4,361)
(370)
 
 
Loss on commodity derivatives, net
0 
 
0 
 
 
0 
0 
 
 
Total revenue
(890)
 
(370)
 
 
(4,361)
(370)
 
 
Natural Gas Midstream Costs
(890)
 
(370)
 
 
(4,361)
(370)
 
 
Direct Operating Costs
0 
 
0 
 
 
0 
0 
 
 
Selling, General and Administrative Expense
0 
 
0 
 
 
0 
0 
 
 
Allocated Share-based Compensation Expense
0 
 
0 
 
 
0 
0 
 
 
Depreciation
0 
 
0 
 
 
0 
0 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
Total operating expenses
(890)
 
(370)
 
 
(4,361)
(370)
 
 
Gain on sale of assets, net
 
 
   
 
 
 
   
 
 
Loss on impairment of property, plant and equipment
 
 
 
 
 
0 
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
 
 
 
 
0 
 
 
 
Operating (loss) income
0 
 
0 
 
 
0 
0 
 
 
(Loss) earnings from consolidated affiliates
1,482 
 
2,170 
 
 
24,753 
(1,848)
 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
Interest Expense
0 
 
0 
 
 
0 
0 
 
 
Net (loss) income from continuing operations
1,482 
 
2,170 
 
 
24,753 
(1,848)
 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
 
 
 
 
 
24,753 
 
 
 
Income Tax Expense (Benefit)
0 
 
 
 
 
0 
 
 
 
Income (loss) from operations of disposal groups
0 
 
0 
 
 
0 
0 
 
 
Net loss attributable to the Partnership
1,482 
 
2,170 
 
 
24,753 
(1,848)
 
 
Less: Comprehensive income attributable to noncontrolling interests
0 
 
0 
 
 
0 
0 
 
 
Net loss
1,482 
 
2,170 
 
 
24,753 
(1,848)
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
 
 
0 
0 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 
 
 
 
 
0 
0 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
 
 
 
 
 
0 
0 
 
 
Net contributions from affiliates
 
 
 
 
 
(12,458)
(12,050)
 
 
Net distributions to affiliates
 
 
 
 
 
(27,468)
(13)
 
 
Net cash provided (used) in investing activities
 
 
 
 
 
15,010 
(12,037)
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Net contributions from affiliates
 
 
 
 
 
(27,468)
(13)
 
 
Net distributions to affiliates
 
 
 
 
 
12,458 
12,050 
 
 
Proceeds from Partnership Contribution
 
 
 
 
 
0 
0 
 
 
Unit holder distributions
 
 
 
 
 
0 
0 
 
 
Proceeds from Issuance of Convertible Preferred Units
 
 
 
 
 
0 
 
 
 
Net distributions to non-controlling interest owners
 
 
 
 
 
0 
0 
 
 
LTIP tax netting unit repurchase
 
 
 
 
 
0 
0 
 
 
Deferred debt issuance costs
 
 
 
 
 
0 
0 
 
 
Payments on other debt
 
 
 
 
 
0 
 
 
 
Borrowings on other debt
 
 
 
 
 
0 
 
 
 
Repayments of Other Debt
 
 
 
 
 
0 
 
 
 
Proceeds from Other Debt
 
 
 
 
 
0 
 
 
 
Payments on long-term debt
 
 
 
 
 
0 
0 
 
 
Borrowings on long-term debt
 
 
 
 
 
0 
0 
 
 
Net cash provided (used) in financing activities
 
 
 
 
 
(15,010)
12,037 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
 
 
0 
0 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
Beginning of period
 
0 
 
 
 
0 
 
 
 
End of period
0 
 
 
 
 
0 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
 
 
Interest payments
 
 
 
 
 
0 
0 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
 
 
0 
0 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
 
 
0 
 
 
 
Fair value of Series A Units in excess of value of contributed High Point System
 
 
 
 
 
0 
 
 
 
Accrued and in-kind unitholder distribution for Series A Units
 
 
 
 
 
0 
 
 
 
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
34 
 
(23)
 
 
90 
(40)
 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
1,516 
 
2,147 
 
 
24,843 
(1,888)
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
1,516 
 
2,147 
 
 
24,843 
(1,888)
 
 
Terminals [Member]
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
6,326 
 
 
 
Loss on commodity derivatives, net
0 
 
 
 
 
0 
 
 
 
Total revenue
3,458 
 
 
 
 
6,326 
 
 
 
Natural Gas Midstream Costs
0 
 
 
 
 
0 
 
 
 
Direct Operating Costs
630 
 
 
 
 
1,261 
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
Net (loss) income from continuing operations
(122)
 
0 
 
 
(536)
0 
 
 
Net loss attributable to the Partnership
(175)
 
 
0 
 
(650)
0 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
 
 
22,129 
0 
 
 
Terminals [Member] |
Parent Company [Member]
 
 
 
 
 
 
 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
 
 
$ 22,129 
 
 
 
Subsequent Events (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended
Aug. 8, 2013
Sep. 30, 2013
Jun. 30, 2012
Jun. 30, 2012
Sep. 30, 2013
Aug. 14, 2013
Subsequent Event [Member]
Jul. 23, 2013
Subsequent Event [Member]
Sep. 30, 2013
General Partner [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
Distribution announced
 
 
 
 
 
$ 1.81 
$ 0.4525 
 
Cash Distribution
 
$ 1,301 
$ 0 
$ 0 
$ 2,375 
 
 
 
Incentive Distribution Right, After Minimum Quarterly Distributions, Percent
 
 
 
 
 
 
 
48.00% 
General partner's warrants to purchase
300,000 
 
 
 
 
 
 
 
Warrant exercise price
0.01 
 
 
 
 
 
 
 
Warrant exercisable after period
18 months 
 
 
 
 
 
 
 
Warrants exercisable if the volume weighted average closing price of the common units exceed
25.00 
 
 
 
 
 
 
 
Warrants exercisable if the exeeded price per share is traded on a consecutive basis
30 days 
 
 
 
 
 
 
 
Liquidity (Details) (USD $)
9 Months Ended 3 Months Ended 0 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Sep. 30, 2013
Third Amendment [Member]
Dec. 31, 2012
Third Amendment [Member]
Sep. 30, 2013
Fourth Amendment [Member]
Apr. 15, 2013
Fourth Amendment [Member]
Eurodollar [Member]
Minimum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Apr. 15, 2013
Fourth Amendment [Member]
Eurodollar [Member]
Maximum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Apr. 15, 2013
Fourth Amendment [Member]
Base Rate [Member]
Minimum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Apr. 15, 2013
Fourth Amendment [Member]
Base Rate [Member]
Maximum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Sep. 30, 2013
Revolving Credit Facility [Member]
Sep. 30, 2013
Revolving Credit Facility [Member]
Eurodollar [Member]
Apr. 15, 2013
Revolving Credit Facility [Member]
Third Amendment [Member]
Sep. 30, 2013
Revolving Credit Facility [Member]
Third Amendment [Member]
Sep. 30, 2013
Revolving Credit Facility [Member]
Third Amendment [Member]
Federal Funds [Member]
Sep. 30, 2013
Revolving Credit Facility [Member]
Third Amendment [Member]
Eurodollar [Member]
Apr. 15, 2013
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Sep. 30, 2013
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Apr. 15, 2013
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending June 30, 2013 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending Semptember 30, 2013 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending December 31, 2013 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending March 31, 2014 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending June 30, 2014 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending September 30, 2014 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending March 31, 2015 and thereafter [Member]
Jul. 31, 2013
Subsequent Event [Member]
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Liquidity Disclosures [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leverage ratio requirement
4.50 
 
4.50 
4.00 
4.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.90 
5.90 
5.75 
5.75 
5.75 
5.50 
5.25 
4.50 
 
Total indebtedness
$ 130,900,000 
 
$ 130,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of indebtedness to net capital
5.70 
 
5.70 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Facility, amount outstanding limit
 
 
 
 
 
 
 
 
 
 
 
 
 
150,000,000 
 
 
175,000,000 
 
200,000,000 
 
 
 
 
 
 
 
 
 
Equity contribution, to increase borrowings limit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12,500,000 
 
 
 
 
 
 
 
 
 
 
 
Description of variable rate basis
 
 
 
 
 
 
Eurodollar 
 
base rate 
 
 
Eurodollar Rate 
 
 
Eurodollar rate 
 
 
 
 
 
 
 
 
 
 
 
 
 
Facility fee (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.50% 
 
 
 
 
 
 
 
 
 
 
 
 
Additional fees
 
 
 
 
 
 
 
 
 
 
0.125% 
 
 
 
 
0.125% 
 
 
 
 
 
 
 
 
 
 
 
 
Payments on long-term debt
99,821,000 
42,310,000 
 
 
 
 
 
 
 
 
 
 
12,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount outstanding
(121,035,000)
 
(128,285,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
(130,000,000)
(123,700,000)
 
 
 
 
 
 
 
 
 
(129,200,000)
Remaining borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45,000,000 
39,300,000 
 
 
 
 
 
 
 
 
 
 
Maximum outstanding borrowings under credit facility
 
 
 
 
 
 
 
 
 
 
150,000,000 
 
 
 
 
 
175,000,000 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
 
2.50% 
4.75% 
1.50% 
3.75% 
 
0.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership cancellation of subordinated units (percent)
 
 
 
 
 
20.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarterly dividend reduction
 
 
 
 
 
$ 400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subsequent Events Equity offering (Details) (USD $)
In Millions, except Share data, unless otherwise specified
Dec. 11, 2013
Sep. 30, 2013
Dec. 31, 2012
Subsequent Events [Abstract]
 
 
 
Limited Partners' Capital Account, Units Issued
2,400,000 
9,209,000 
9,165,000 
Sale of Stock, Price Per Share
$ 22.47 
 
 
Business Acquisition, Cost of Acquired Entity, Purchase Price
$ 60 
 
 
Goodwill and intangible assets (Details) (USD $)
3 Months Ended 9 Months Ended 6 Months Ended
Sep. 30, 2013
Sep. 30, 2013
Dec. 31, 2012
Jun. 30, 2013
Minimum [Member]
Jun. 30, 2013
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Amortization of Intangible Assets
$ 1,200,000 
$ 3,000,000 
 
 
 
Finite-Lived Intangible Assets, Gross
12,082,000 
12,082,000 
 
 
 
Finite-Lived Intangible Assets, Accumulated Amortization
(7,731,000)
(7,731,000)
 
 
 
Intangible Assets, Net (Excluding Goodwill)
$ 4,351,000 
$ 4,351,000 
$ 0 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
 
0 years 5 months 0 days 
0 years 35 months 0 days 
Discontinued Operations (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
Unbilled revenue
$ 23,756,000 
 
$ 23,756,000 
 
$ 21,512,000 
Noncurrent assets held for sale, net
3,016,000 
 
3,016,000 
 
0 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,355,000 
 
1,355,000 
 
0 
Loss on impairment of noncurrent assets held for sale
 
 
1,807,000 
0 
 
Assumed discount rate
0.00% 
 
 
 
 
Assets Held-for-sale, Current
1,276,000 
 
1,276,000 
 
0 
Property, Plant and Equipment, Net
316,655,000 
 
316,655,000 
 
223,819,000 
Gas Purchase Payable, Current
16,320,000 
 
16,320,000 
 
17,034,000 
Income (loss) from operations of disposal groups
91,000 
(12,000)
(1,766,000)
94,000 
 
Gathering and Processing Assets [Member]
 
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
Disposal Group, Including Discontinued Operation, Revenue
3,800,000 
2,923,000 
11,395,000 
8,515,000 
 
Assets Held-for-sale, Long Lived
900,000 
 
900,000 
 
 
Disposal Group, Including Discontinued Operation, Operating Expense
3,709,000 
2,935,000 
11,354,000 
8,421,000 
 
Disposal Group, Including Discontinued Operation, Impairment
0 
0 
1,807,000 
0 
 
Income (loss) from operations of disposal groups
91,000 
(12,000)
(1,766,000)
94,000 
 
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic
0.02 
0.00 
(0.19)
0.01 
 
Terminals [Member]
 
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
Noncurrent assets held for sale, net
2,100,000 
 
2,100,000 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
400,000 
 
400,000 
 
 
Assets Held-for-sale, Current
100,000 
 
100,000 
 
 
Income Approach Valuation Technique [Member] |
Fair Value, Inputs, Level 3 [Member] |
Gathering and Processing Assets [Member]
 
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
Assumed discount rate
0.00% 
 
 
 
 
Decline in throughput volumes, rate
2.50% 
 
 
 
 
Discounted Cash Flow Technique [Member] |
Fair Value, Inputs, Level 3 [Member] |
Gathering and Processing Assets [Member]
 
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
Disposal Group, Including Discontinued Operation, Impairment
$ 1,800,000 
 
 
 
 
Income Tax (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Income Tax Disclosure [Abstract]
 
 
 
 
Current Income Tax Expense (Benefit)
$ 0 
 
$ 0 
 
Current Federal Tax Expense (Benefit)
143 
 
446 
 
Current State and Local Tax Expense (Benefit)
21 
 
66 
 
Effective Income Tax Rate Reconciliation, Tax Exempt Income
85 
 
152 
 
Income Tax Reconciliation, Other Adjustments
(1)
 
(2)
 
Income Tax Expense (Benefit)
247 
0 
662 
0 
Discontinued Operation, Tax Effect of Discontinued Operation
(34)
 
(73)
 
Effective Income Tax Rate, Continuing Operations
0.00% 
 
0.00% 
 
Income Tax Expense (Benefit), Continuing Operations
$ 214 
 
$ 589