AMERICAN MIDSTREAM PARTNERS, LP, 10-Q filed on 5/12/2014
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2014
May 8, 2014
Dec. 31, 2013
Document Information [Line Items]
 
 
 
Entity Registrant Name
American Midstream Partners, LP 
 
 
Entity Central Index Key
0001513965 
 
 
Document Type
10-Q 
 
 
Document Period End Date
Mar. 31, 2014 
 
 
Amendment Flag
false 
 
 
Document Fiscal Year Focus
2013 
 
 
Document Fiscal Period Focus
Q1 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Non-accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
11,139,729 
 
Temporary Equity, Shares Outstanding
5,353,970 
5,353,970 
5,279,000 
Limited Partners' Capital Account, Units Outstanding
11,135,066 
 
7,414,000 
Series B [Member]
 
 
 
Document Information [Line Items]
 
 
 
Limited Partners' Capital Account, Units Outstanding
1,168,225 
1,168,225 
0 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Current assets
 
 
Cash and cash equivalents
$ 2,022 
$ 393 
Accounts receivable
7,870 
6,822 
Unbilled revenue
24,900 
22,005 
Risk management assets
189 
473 
Other current assets
9,914 
7,497 
Assets Held-for-sale, Current
1,582 
1,268 
Total current assets
46,477 
38,458 
Derivative Assets, Noncurrent
0 
 
Property, plant and equipment, net
365,252 
312,510 
Goodwill
16,253 
16,447 
Intangible Assets, Net (Excluding Goodwill)
50,692 
3,682 
Noncurrent assets held for sale, net
1,912 
1,914 
Other assets, net
8,819 
9,064 
Deferred Tax Assets, Gross
0 
 
Total assets
489,405 
382,075 
Current liabilities
 
 
Accounts payable
1,592 
3,261 
Accrued gas purchases
17,534 
16,394 
Accrued Liabilities and Other Liabilities
15,969 
15,058 
Current portion of long-term debt
1,427 
2,048 
Risk management liabilities
488 
423 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,383 
1,106 
Total current liabilities
38,393 
38,290 
Risk management liabilities
75 
101 
Asset Retirement Obligation
34,827 
34,636 
Other liabilities
270 
191 
Long- term debt
125,650 
130,735 
Deferred Tax Liabilities, Net
4,542 
4,749 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
82 
95 
Total liabilities
203,839 
208,797 
Series A convertible preferred units (5,354 thousand and 5,279 thousand units issued and outstanding as of March 31, 2014, and December 31, 2013, respectively)
96,654 
94,811 
Partners' capital
 
 
General partner interest (235 thousand and 185 thousand units issued and outstanding as of March 31, 2014, and December 31, 2013, respectively)
(3,747)
2,696 
Limited partner interest (11,135 thousand and 7,414 thousand units issued and outstanding as of March 31, 2014, and December 31, 2013, respectively)
157,910 
71,039 
Series B Units, Capital Account
30,000 
0 
Accumulated other comprehensive income
140 
104 
Total partners’ capital
184,303 
73,839 
Noncontrolling interests
4,609 
4,628 
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest
188,912 
78,467 
Total liabilities, equity and partners' capital
$ 489,405 
$ 382,075 
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited)
Mar. 31, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]
 
 
Series A convertible preferred, units issued
5,353,970 
5,279,000 
Temporary Equity, Shares Outstanding
5,353,970 
5,279,000 
General partner interest, units issued
235,129 
185,000 
General partner interest units outstanding
235,129 
185,000 
Limited partners, units issued
11,135,066 
7,414,000 
Limited Partners' Capital Account, Units Outstanding
11,135,066 
7,414,000 
Series B [Member]
 
 
Statement of Financial Position [Abstract]
 
 
Limited partners, units issued
1,168,225 
0 
Limited Partners' Capital Account, Units Outstanding
1,168,225 
0 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
Share data in Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Income Statement [Abstract]
 
 
Revenue
$ 75,979,000 
$ 59,707,000 
Loss on commodity derivatives, net
(130,000)
(305,000)
Total revenue
75,849,000 
59,402,000 
Operating expenses:
 
 
Purchases of natural gas, NGLs and condensate
50,924,000 
47,301,000 
Direct operating expenses
8,850,000 
4,803,000 
Selling, general and administrative expenses
5,593,000 
3,425,000 
Equity compensation expense
360,000 
388,000 
Depreciation, Depletion and Amortization
7,632,000 
5,646,000 
Depreciation and accretion expense
6,500,000 
5,700,000 
Total operating expenses
73,359,000 
61,563,000 
Gain on involuntary conversion of property, plant and equipment
0 
421,000 
Loss on sale of assets, net
(21,000)
0 
Operating income (loss)
2,469,000 
(1,740,000)
Interest expense
(1,903,000)
(1,731,000)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
566,000 
(3,471,000)
Income Tax Expense (Benefit), Continuing Operations
11,000 
0 
Net income (loss) from continuing operations
577,000 
(3,471,000)
(Loss) income from operations of disposal groups, net of tax
(69,000)
73,000 
Net income (loss)
508,000 
(3,398,000)
Less: Comprehensive income attributable to noncontrolling interests
108,000 
155,000 
Other income (expenses):
 
 
Net income (loss) attributable to the Partnership
400,000 
(3,553,000)
General partner's interest in net income (loss)
7,000 
 
Limited partners' interest in net income (loss)
$ 393,000 
 
Limited partners’ net (loss) income from continuing operations per unit (basic)
(0.31)
(0.39)
Limited partners’ net (loss) income per unit (basic)
(0.32)
(0.38)
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic
(0.01)
0.01 
(Loss) income from discontinued operations
9,846 
9,167 
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Statement of Other Comprehensive Income [Abstract]
 
 
Net income (loss)
$ 508 
$ (3,398)
Other comprehensive income (loss)
36 
 
Unrealized gain (loss) on post retirement benefit plan assets and liabilities
 
(13)
Comprehensive income (loss)
544 
(3,411)
Less: Comprehensive income attributable to noncontrolling interests
108 
155 
Comprehensive income (loss) attributable to Partnership
436 
(3,566)
Non-controlling Interest
 
 
Statement of Other Comprehensive Income [Abstract]
 
 
Other comprehensive income (loss)
$ 0 
$ 0 
Condensed Consolidated Statements of Changes in Partners' Capital (Unaudited) (USD $)
Total
Limited Partner Interest
General Partner [Member]
Series B [Member]
Accumulated Other Comprehensive Income
Parent [Member]
Total Partners' Capital
Non-controlling Interest
Series B [Member]
Series B [Member]
Series B [Member]
Accumulated Other Comprehensive Income
Series B [Member]
Parent [Member]
Beginning Balance at Dec. 31, 2012
 
$ 79,266,000 
$ 548,000 
$ 0 
$ 351,000 
 
$ 80,165,000 
$ 7,438,000 
 
 
 
 
Net Income (Loss) Allocated to Limited Partners
 
(3,483,000)
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Allocated to General Partners
 
 
(70,000)
0 
 
 
 
 
 
 
 
 
Less: Comprehensive income attributable to noncontrolling interests
155,000 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
 
 
 
 
 
0 
 
 
 
Net income (loss) attributable to the Partnership
(3,553,000)
 
 
 
 
 
(3,553,000)
 
 
 
 
 
Net income (loss)
(3,398,000)
 
 
 
0 
 
 
 
 
 
 
 
Unit holder distributions
(80,000)
(3,964,000)
(80,000)
0 
0 
(4,044,000)
 
 
 
 
 
 
Proceeds from Issuance of Common Stock
 
 
 
 
 
 
 
0 
 
 
 
 
Net distributions to non-controlling interest owners
(210,000)
0 
0 
0 
0 
0 
 
(210,000)
 
 
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
0 
 
 
 
 
 
 
 
 
 
 
 
LTIP vesting
 
(183,000)
(183,000)
0 
0 
 
0 
0 
 
 
 
 
Tax netting repurchase
74,000 
(74,000)
0 
0 
0 
 
74,000 
0 
 
 
 
 
Unit based compensation
 
0 
388,000 
0 
0 
 
388,000 
0 
 
 
 
 
Other comprehensive income (loss)
 
0 
0 
0 
(13,000)
 
(13,000)
0 
 
 
 
 
Unrealized gain (loss) on post retirement benefit plan assets and liabilities
(13,000)
 
 
 
 
 
 
 
 
 
 
 
Ending Balance at Mar. 31, 2013
 
71,928,000 
603,000 
0 
338,000 
72,869,000 
 
7,383,000 
 
 
 
 
Beginning Balance at Dec. 31, 2013
73,839,000 
71,039,000 
2,696,000 
0 
104,000 
 
73,839,000 
4,628,000 
 
 
 
 
Net Income (Loss) Allocated to Limited Partners
393,000 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Allocated to General Partners
7,000 
 
 
 
 
 
 
 
 
 
 
 
Less: Comprehensive income attributable to noncontrolling interests
108,000 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
(86,926,000)
86,926,000 
0 
0 
0 
86,926,000 
 
0 
(30,000,000)
 
 
 
Proceeds from Issuance of Common Limited Partners Units
 
0 
0 
 
 
 
 
0 
 
30,000,000 
0 
30,000,000 
Net income (loss) attributable to the Partnership
400,000 
393,000 
7,000 
 
 
 
400,000 
 
 
 
 
 
Net income (loss)
508,000 
 
 
0 
0 
 
 
 
 
 
 
 
Unitholder contributions
 
0 
1,276,000 
0 
0 
1,276,000 
 
0 
 
 
 
 
Unit holder distributions
(482,000)
(8,037,000)
(524,000)
0 
0 
(8,561,000)
 
 
 
 
 
 
Proceeds from Issuance of Common Stock
 
 
 
 
 
 
 
0 
 
 
 
 
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants
 
7,164,000 
7,164,000 
0 
0 
0 
 
0 
 
 
 
 
Net distributions to non-controlling interest owners
(98,000)
0 
0 
0 
0 
0 
 
(98,000)
 
 
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
(8,000)
21,000 
0 
0 
0 
21,000 
 
29,000 
 
 
 
 
LTIP vesting
 
(494,000)
(366,000)
0 
0 
(128,000)
 
0 
 
 
 
 
Tax netting repurchase
90,000 
(90,000)
0 
0 
0 
90,000 
 
0 
 
 
 
 
Unit based compensation
 
0 
328,000 
0 
0 
328,000 
 
0 
 
 
 
 
Other comprehensive income (loss)
36,000 
0 
0 
0 
 
 
 
0 
 
 
 
 
Unrealized gain (loss) on post retirement benefit plan assets and liabilities
 
 
 
 
 
 
36,000 
 
 
 
 
 
Ending Balance at Mar. 31, 2014
$ 184,303,000 
$ 157,910,000 
$ (3,747,000)
$ 30,000,000 
$ 140,000 
$ 184,303,000 
 
$ 4,609,000 
 
 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Distribution Made to Member or Limited Partner, Cash Distributions Paid
$ 6,700,000 
$ 4,044,000 
Cash and cash equivalents, including discontinued operations
2,022,000 
45,000 
Net income (loss)
508,000 
(3,398,000)
Depreciation and Accretion Expense, Including Discontinued Operation
7,632,000 
5,678,000 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
Amortization of deferred financing costs
428,000 
283,000 
Amortization of weather derivative premium
284,000 
0 
Unrealized loss on commodity derivatives
39,000 
481,000 
Unit based compensation
360,000 
388,000 
OPEB plan net periodic cost
12,000 
18,000 
Gain on involuntary conversion of property, plant and equipment
0 
(421,000)
(Gain) loss on sale of assets
21,000 
0 
Deferred Income Tax Expense (Benefit), including discontinued operations
(26,000)
0 
Changes in operating assets and liabilities, net:
 
 
Accounts receivable
(1,041,000)
715,000 
Unbilled Revenue
(3,222,000)
(1,516,000)
Other current assets
2,374,000 
(1,020,000)
Other assets, net
15,000 
(59,000)
Accounts payable
789,000 
(787,000)
Accrued gas purchases
(1,416,000)
1,325,000 
Accrued expenses and other current liabilities
263,000 
(525,000)
Other liabilities
(79,000)
(59,000)
Net cash provided by operating activities
(3,554,000)
(1,103,000)
Acquisition Costs, Period Cost
(110,909,000)
0 
Cash flows from investing activities
 
 
Additions to property, plant and equipment
(3,928,000)
(8,052,000)
Proceeds from Sale of Property, Plant, and Equipment
6,135,000 
0 
Insurance proceeds from involuntary conversion of property, plant and equipment
0 
560,000 
Net cash provided (used) in investing activities
(108,702,000)
(7,492,000)
Partners' Capital Account, Public Sale of Units Net of Offering Costs
86,926,000 
0 
Cash flows from financing activities
 
 
Unit holder contributions
1,276,000 
0 
Distribution Made to Member or Limited Partner, Cash Distributions Declared
5,379,000 
0 
Partners' Capital Account, Distributions
482,000 
80,000 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
(8,000)
0 
Net distributions to non-controlling interest owners
(98,000)
(210,000)
Tax Netting Repurchase
(90,000)
(74,000)
Payments of deferred debt issuance costs
(144,000)
(912,000)
Payments on other debt
(791,000)
(358,000)
Borrowings on other debt
170,000 
1,476,000 
Payments on long-term debt
(49,771,000)
(17,585,000)
Borrowings on long-term debt
44,686,000 
27,565,000 
Net cash provided by financing activities
106,777,000 
5,858,000 
Net increase (decrease) in cash and cash equivalents
1,629,000 
(531,000)
Cash and cash equivalents
 
 
End of period
2,022,000 
 
Supplemental cash flow information
 
 
Interest payments
1,781,000 
1,487,000 
Supplemental non-cash information
 
 
Decrease in accrued property, plant and equipment
(1,474,000)
(3,977,000)
Accrued and in-kind unitholder distribution for Series A Units
1,300,000 
 
Series B [Member]
 
 
Cash flows from investing activities
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
$ 30,000,000 
$ 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 operating, developing and acquiring a diversified portfolio of midstream energy assets. 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, two processing facilities, one fractionation facility, four terminal sites, three interstate pipelines and five intrastate pipelines. In addition, we own a 50% undivided, non-operating interest in a processing plant located in southern Louisiana. Through our four marine terminal sites, we provide petroleum, agricultural, and chemical liquid storage services.
We hold our assets in a series of wholly owned limited liability companies, a limited partnership and a corporation. Our capital accounts consist of general partner interests and limited partner interests.
Our interstate natural gas pipeline assets transport natural gas through the FERC regulated interstate natural gas pipelines in Louisiana, Mississippi, Alabama and Tennessee. Our interstate 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;
•
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.

Equity Offering and Series B Convertible Units Issuance

In January 2014, in connection with the Lavaca Acquisition as discussed in Note 3, the Partnership completed a public equity offering resulting in net proceeds of $86.9 million and the issuance to our General Partner of 1,168,225 Series B convertible units ("Series B Units") representing Series B limited partnership interests in the Partnership. The Series B Units have the right to share in distributions from the Partnership on a pro-rata basis with holders of the Partnership’s common units and will convert into common units on a one-for-one basis on January 31, 2016.
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 consolidated audited financial statements but does not include disclosures required by GAAP for annual periods. We have made reclassifications to amounts reported in prior period condensed consolidated financial statements to conform to our current year presentation. These reclassifications did not have an impact on net income 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 and results of operations for the respective interim periods.
Our financial results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2014. 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, 2013 (“Annual Report”) filed on March 11, 2014 and ii) our Annual Report on Form 10-K/A that was filed with the Securities and Exchange Commission ("SEC") on May 12, 2014 which updated portions of our annual report.
Consolidation Policy
Our condensed 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 condensed consolidated financial statements reflect our proportionate share of the revenues, expenses, assets and liabilities of this undivided interest. As of March 31, 2014, we also hold a 92.2% undivided interest in the Chatom Processing and Fractionation facility (the "Chatom System"). Our condensed consolidated financial statements reflect the accounts of the Chatom System and the interests in the Chatom System held by non-affiliated working interest owners are reflected as noncontrolling interests in the Partnership's condensed consolidated financial statements.
Use of Estimates
When preparing condensed consolidated financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and 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, accrued gas 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
Mergers, Acquisitions and Dispositions Disclosures [Text Block]
Acquisitions and Divestitures

Lavaca Acquisition

On January 31, 2014, the Partnership acquired approximately 120 miles of high- and low-pressure pipelines ranging from 4 to 8 inches in diameter with over 9,000 horsepower of leased compression, and associated facilities located in the Eagle Ford shale in Gonzales and Lavaca Counties, Texas, the (“Lavaca Acquisition”). The consideration for the Lavaca Acquisition was financed with a portion of the net proceeds from the Partnership’s January 2014 equity offering of $86.9 million and proceeds of $30.0 million from the issuance to our General Partner of 1,168,225 Series B Units.

The Lavaca Acquisition qualified as a business combination according to ASC 805, Business Combinations, and, as such, the Partnership engaged a third party to estimate the fair value of the assets as of the effective date of the acquisition. A combination of the income and cost approaches were utilized to estimate the fair value of the assets. 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, Fair Value Measurement.

Primarily using the cost approach to value the physical assets, the fair value estimates are based on i) replacement cost estimates using third party data based on installations of similar assets including an economic obsolescence factor and ii) estimated depreciation on the assets based on third party sources and analysis of the life and use of the assets.

It was determined as part of the fair value analysis of the acquisition, that the Partnership acquired separately identifiable intangible assets. The Lavaca Acquisition includes a 25-year gas gathering agreement which states that Penn Virginia Corporation (NYSE: PVA) ("PVA") will dedicate certain acreage and all related future production to the gathering infrastructure included in the acquisition. In accordance with ASC 805, contract based intangible assets include the value of rights derived from contractual agreements. The Partnership will receive incremental value from PVA’s development of the reserves within the dedicated acreage and, therefore, it was determined that the dedicated acreage represents intangible assets acquired with the Lavaca Acquisition. The Partnership will amortize the Lavaca Acquisition intangibles using the straight-line method over the 25-year life of the related gas gathering agreement. The Partnership will amortize the Lavaca Acquisition intangibles using the straight-line method over the life of the related gas gathering agreement and recognize $1.9 million of amortization expense annually over the gas gathering agreement.

Primarily using the income approach to value the intangible assets, the fair value estimates are based on: i) an assumed discount rate of 10.5%; ii) present value of estimated EBITDA; iii) estimated timing and amounts of future operating and development costs; iv) forward market prices as of December 2013 for natural gas and crude oil; and v) an increase in throughput volumes through 2019, declining thereafter.

The Partnership completed a preliminary purchase price allocation to determine the estimated fair value of the acquired assets. The preliminary allocation is subject to various purchase price adjustments, which could impact the allocation presented below. The following table summarizes the preliminary purchase price allocation for the Lavaca Acquisition (in thousands):
Property, plant and equipment:
 
Land
$
2

Pipelines
55,654

Equipment
753

Total property, plant and equipment
56,409

Intangible assets
48,000

Total cash consideration
$
104,409



For the three months ended March 31, 2014, Lavaca contributed $2.3 million of revenue and $1.6 million of net income attributable to the Partnership's Gathering and Processing segment, which are included in the condensed consolidated statement of operations.

Pro forma financial results are not presented as it is impractical to obtain the necessary information. The seller did not operate the acquired assets as a standalone business and, therefore, historical financial information that is consistent with the operations under the current agreement is not available.

Other Acquisition

In the fourth quarter of 2013, High Point Gas Gathering LLC, a subsidiary of the Partnership, entered into a purchase and sale agreement to acquire natural gas pipeline facilities and interests thereto for approximately $6.5 million that are contiguous to, and connect with, our High Point System in offshore Louisiana; the (“Williams Pipeline Acquisition”). The closing of the purchase and sale agreement was subject to FERC approval of the seller's application to abandon by sale to us the pipeline facilities and to permit the facilities to serve a gathering function, exempt from FERC's jurisdiction. The FERC granted approval of the application during the first quarter of 2014, and the purchase and sale agreement closed on March 14, 2014. Total consideration was allocated to pipeline fixed assets using the income approach based on Level 3 inputs.
Blackwater Terminals Acquisition
Effective December 17, 2013, we acquired Blackwater Midstream Holdings, LLC ("Blackwater"), which operates 1.3 million barrels of storage capacity across four marine terminal sites located in Westwego, Louisiana; Brunswick, Georgia; Harvey, Louisiana; and Salisbury, Maryland.

For the three months ended March 31, 2014, Blackwater contributed $3.6 million of revenue and $0.9 million of net income attributable to the Partnership's Terminals segment, which are included in the condensed consolidated statement of operations.
High Point System Acquisition
Effective April 15, 2013, our General Partner contributed to us 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.

For the three months ended March 31, 2014, the High Point System contributed $7.0 million of revenue and $4.7 million of net income attributable to the Partnership's Transmission segment, which are included in the condensed consolidated statement of operations.

Madison Divestiture

On March 31, 2014, the Partnership completed the sale of certain gathering and processing assets in Madison County, Texas. We received $6.1 million in cash proceeds related to the sale. The Partnership recognized a $3.0 million impairment charge related to these assets for the year ended December 31, 2013, which wrote down the assets to a carrying value of $6.1 million as of December 31, 2013.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Recent Accounting Pronouncements

In July 2013, the FASB issued Accounting Standards Codification ("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 was effective for the Partnership effective January 1, 2014 and did not have a material impact on its condensed consolidated financial statements.

In April 2014, the FASB issued ASC No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This guidance amends the definition of discontinued operations to include components of an entity that have been disposed of, meet the criteria to be classified as held-for-sale, or has been abandoned/spun-off; and represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The update applies to disposals and classifications as held-for-sale that occur after the effective date. The update is effective for all periods beginning after December 15, 2014 and is not expected to have a material impact on the Partnership.
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. Subsequently, as part of the Blackwater Acquisition described in Note 3, we acquired long-lived terminal assets classified as held for sale.

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 (Loss) income from operations of disposal groups, net of tax in our accompanying condensed consolidated statement of operations for all periods presented. We did not, however, elect to present separately the operating, investing and financing cash flows related to the disposal groups in our accompanying condensed consolidated statement of cash flows as this activity was immaterial for all periods presented. The following table presents the revenue and expenses and (Loss) income from operations of disposal groups, net of tax associated with the assets classified as held for sale for the three months ended March 31, 2014 and 2013 (in thousands, except per unit amounts):
 
Three months ended March 31,
 
2014
 
2013
Revenue
$
4,626

 
$
3,638

Expense
(4,685
)
 
(3,565
)
Loss on sale of assets
(22
)
 
—

Income tax benefit
12

 
—

(Loss) income from operations of disposal groups, net of tax
$
(69
)
 
$
73

Limited partners' net (loss) income per unit from discontinued operations (basic and diluted)
$
(0.01
)
 
$
0.01

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 three months ended March 31, 2014 and 2013, 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 condensed consolidated statement of operations for the each of the periods presented below:
 
Three months ended March 31,
 
2014
 
2013
Customer A
30
%
 
30
%
Customer B
—
%
 
15
%
Customer C
15
%
 
12
%
Customer D
12
%
 
12
%
Other
43
%
 
31
%
Total
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. Those commodity hedge contracts may be in the form of swaps, puts and/or collars. 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. As of March 31, 2014, the aggregate notional volume of our commodity derivatives was 3.1 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 March 31, 2014, 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.
For accounting purposes, no derivative instruments were designated as hedging instruments and were instead accounted for under the mark-to-market method of accounting, with any changes in the fair value of the derivatives recorded in the condensed consolidated balance sheets and through earnings, rather than being deferred until the anticipated transactions affect earnings. The use of mark-to-market accounting for financial instruments can cause non-cash earnings volatility due to changes in the underlying commodity price indices or interest rates.

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 our long-term variable rate debt into fixed rate debt. As of March 31, 2014, the notional amount of our interest rate swap was $100.0 million. The interest rate swap was entered into with a single counterparty and we were not required to post collateral.

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 $10.0 million in the event that a hurricane or hurricanes of certain strength pass through the area as identified in the derivative agreement. The weather 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 expenses on a straight-line basis over the 1 year term of the contract. As of March 31, 2014, the unamortized amount of the risk management asset was approximately $0.2 million.
As of March 31, 2014 and December 31, 2013, 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
 
March 31,
2014
 
December 31, 2013
 
March 31,
2014
 
December 31, 2013
 
March 31,
2014
 
December 31, 2013
Current
 
$
189

 
$
473

 
$
—

 
$
—

 
$
189

 
$
473

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
189

 
$
473

 
$
—

 
$
—

 
$
189

 
$
473

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
55

 
$
27

 
$
(543
)
 
$
(450
)
 
$
(488
)
 
$
(423
)
Noncurrent
 
—

 
—

 
(75
)
 
(101
)
 
(75
)
 
(101
)
Total liabilities
 
$
55

 
$
27

 
$
(618
)
 
$
(551
)
 
$
(563
)
 
$
(524
)

For the three months ended March 31, 2014 and 2013, respectively, the realized and unrealized gains (losses) associated with our commodity derivatives, interest rate swap instrument and weather derivative were recorded in our condensed consolidated statements of operations, under the captions as follows (in thousands):
 
Three months ended March 31,
 
Gain (loss) on derivatives
Statement of Operations Classification
Realized
 
Unrealized
2014
 
 
 
Loss on commodity derivatives, net
$
(102
)
 
$
(28
)
Interest expense
(104
)
 
(11
)
Direct operating expenses
(284
)
 
—

Total
$
(490
)
 
$
(39
)
2013
 
 
 
Gain (loss) on commodity derivatives, net
$
176

 
$
(481
)
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. There were no transfers out of Level 3 into Level 2 for the three months ended March 31, 2014 and 2013.
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 condensed consolidated balance sheet, that were measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
March 31, 2014
$
(98
)
 
$
—

 
$
(98
)
 
$
—

 
$
(98
)
December 31, 2013
(70
)
 
—

 
(70
)
 
—

 
(70
)
Interest rate swap
 
 
 
 
 
 
 
 
 
March 31, 2014
$
(465
)
 
$
—

 
$
(465
)
 
$
—

 
$
(465
)
December 31, 2013
(454
)
 
—

 
(454
)
 
—

 
(454
)


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 March 31, 2014 and December 31, 2013 were as follows (in thousands):
 
 
Useful Life
(in years)
 
March 31,
2014
 
December 31, 2013
Land
N/A
 
$
6,017

 
$
6,015

Construction in progress
N/A
 
6,978

 
6,443

Base gas
N/A
 
1,108

 
1,108

Buildings and improvements
4 to 40
 
5,358

 
5,109

Processing and treating plants
8 to 40
 
97,799

 
97,106

Pipelines
5 to 40
 
292,498

 
239,826

Compressors
4 to 20
 
11,822

 
11,793

Dock
20 to 40
 
7,954

 
7,942

Tanks, truck rack and piping
20 to 40
 
22,432

 
22,432

Equipment
8 to 20
 
8,076

 
6,293

Computer software
5
 
3,598

 
3,531

Total property, plant and equipment
 
 
463,640

 
407,598

Accumulated depreciation
 
 
(98,388
)
 
(95,088
)
Property, plant and equipment, net
 
 
$
365,252

 
$
312,510


Of the gross property, plant and equipment balances at March 31, 2014 and December 31, 2013, $100.5 million and $100.5 million, respectively, were related to AlaTenn, Midla and HPGT, our FERC regulated interstate and intrastate assets.
Capitalized interest was $0.1 million and less than $0.1 million for the three months ended March 31, 2014 and 2013, respectively.
Depreciation expense was $6.5 million and $5.7 million for the three months ended March 31, 2014 and 2013, respectively.
Debt Obligations
Debt Obligations
Debt Obligations
As of March 31, 2014, the Partnership's Credit Agreement (the "Credit Agreement") provides for a maximum borrowing equal to $200.0 million subject to, among other restrictions, the requirement that our indebtedness not exceed 5.75 times adjusted consolidated EBITDA. We can elect to have loans under our credit facility bear interest either at a Eurodollar-based rate plus a margin ranging from 1.50% to 3.75% depending on our total leverage ratio then in effect, or a base rate which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, or (c) the Eurodollar Rate plus 1.00% plus a margin ranging from 2.50% to 4.75% depending on the total leverage ratio then in effect. We also paid a commitment fee of 0.50% per annum on the undrawn portion of the revolving loan.
Our obligations under the credit facility are secured by a first mortgage in favor of the lenders in our real property. Advances made under the credit facility are guaranteed on a senior unsecured basis by certain of our subsidiaries (“Guarantors”). These guarantees are full and unconditional and joint and several among the Guarantors. The terms of the new credit facility include covenants that restrict our ability to make cash distributions and acquisitions in some circumstances. The remaining principal balance of loans and any accrued and unpaid interest will be due and payable in full on the maturity date, August 1, 2016.
The credit facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). The primary financial covenants contained in the credit facility are i) a total consolidated leverage ratio test (not to exceed 5.75 times) and ii) a minimum interest coverage ratio test (not less than 2.50).

For the three months ended March 31, 2014 and 2013, the weighted average interest rate on borrowings under our credit facility was approximately 4.40% and 4.34%, respectively.
As of March 31, 2014, our consolidated total leverage was 3.13 times, which was in compliance with the consolidated total leverage ratio test in our credit facility, and we had approximately $125.7 million of outstanding borrowings under our credit facility and approximately $69.0 million of available borrowing capacity.
Other debt
Other debt represents insurance premium financing in the original amount of $2.5 million bearing interest at 3.95% per annum, which is repayable in equal monthly installments of approximately $0.3 million through the third quarter of 2014.
Our outstanding borrowings at March 31, 2014 and December 31, 2013, respectively, were (in thousands):
 
March 31,
2014
 
December 31, 2013
Revolving credit facility
$
125,650

 
$
130,735

Other debt
1,427

 
2,048

Total debt
127,077

 
132,783

Less: current portion
1,427

 
2,048

Long-term debt
$
125,650

 
$
130,735


At March 31, 2014 and December 31, 2013, letters of credit outstanding under the credit facility totaled $5.4 million and $4.8 million, respectively.
In connection with our credit facility and amendments thereto, we incurred $6.6 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 1.3% general partner interest and 98.7% limited partner interests. Our limited partners have limited rights of ownership as provided for under our partnership agreement and the right to participate in our distributions. Our General Partner manages our operations and participates in our distributions, including certain incentive distributions pursuant to the IDRs that are non-voting limited partner rights held by our General Partner.
Series B Units

Effective January 31, 2014, the Partnership created and issued to its General Partner 1,168,225 Series B Units. The Series B Units participate in distributions of the Partnership along with common units, with such distributions being made in cash or as in-kind distributions at the election of the Partnership. The Series B Units are entitled to vote along with common unitholders and such units will automatically convert to common units two years after the issuance date. Proceeds from the issuance of the Series B Units were used to partially fund the Lavaca Acquisition.
Equity Offering

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

In connection with our equity offering, we received proceeds of $1.3 million from our General Partner as consideration for 49,678 additional partner general units.

Issuance and Exercise of Warrant

Effective February 5, 2014, we issued to our General Partner a warrant to purchase up to 300,000 common units of the Partnership at an exercise price of $0.01 per common unit (the “Warrant”). The Warrant was exercised on February 21, 2014, resulting in the issuance of approximately 300,000 common units. The value of the Warrant of $7.2 million was determined based on the close price of $23.89 of the common units on the exercise date.
The numbers of units outstanding as of March 31, 2014 and December 31, 2013, respectively, were as follows (in thousands):
 
March 31,
2014
 
December 31, 2013
Series A convertible preferred units
5,354

 
5,279

Series B convertible units
1,168

 
—

Limited partner common units
11,135

 
7,414

General partners units
235

 
185



Net Income (Loss) attributable to Limited Partner Units
Net income (loss) is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages, after giving effect to contractual distributions on Series A preferred convertible units, declared distributions on the Series B Units, limited partner and to the general partner units, including incentive distribution rights. Basic and diluted net income (loss) per limited partner unit is calculated by dividing limited partners’ interest in net income (loss) by the weighted average number of outstanding limited partner units during the period.
We 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 the partnership agreement, regardless of whether the 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 the 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 (loss) 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 (loss) 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 the General Partner, even though we make distributions on the basis of available cash and not earnings. In periods in which our aggregate net income does not exceed our aggregate distributions for such period, the two-class method does not have any impact on our calculation of earnings per limited partner unit. We have no dilutive securities, therefore basic and diluted net income per unit are the same.
We determined basic and diluted net income (loss) per limited partner unit as follows, (in thousands, except per unit amounts):
 
Three months ended March 31,
 
2014
 
2013
Net income (loss) from continuing operations
$
577

 
$
(3,471
)
Less: Net income attributable to noncontrolling interests
108

 
155

Net income (loss) from continuing operations attributable to the Partnership
469

 
(3,626
)
Less:
 
 
 
Contractual distributions on Series A Units
3,182

 
—

General partner's distribution
482

 
80

General partner's share in undistributed loss
(106
)
 
(152
)
Net loss from continuing operations available to limited partners
(3,089
)
 
(3,554
)
Net (loss) income from operations of disposal groups, net of tax, available to limited partners
(68
)
 
72

Net loss available to limited partners
$
(3,157
)
 
$
(3,482
)
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
9,846

 
9,167

 
 
 
 
Limited partners' net (loss) income per common unit
 
 
 
Basic and diluted:
 
 
 
Loss from continuing operations
$
(0.31
)
 
$
(0.39
)
(Loss) income from discontinued operations
(0.01
)
 
0.01

Net loss
$
(0.32
)
 
$
(0.38
)

Distributions
We made distributions of $6.7 million and $4.0 million, inclusive of distributions of $0.4 million and zero in respect of our General Partner’s incentive distribution rights, in the three months ended March 31, 2014 and 2013, respectively. 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 for the quarter ended as of March 31, 2014, we have accrued $1.3 million for the cash portion of the distribution and $1.8 million for the paid-in-kind Series A Units. The distributions will be made in the second quarter of 2014.
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. The board of directors of our General Partner provides a long-term incentive plan (“LTIP”) for its employees, consultants and directors who perform services for it or its affiliates. At March 31, 2014 and December 31, 2013, 684,217 and 855,089 units, respectively, were available for future grant under the LTIP.
Ownership in the awards is subject to forfeiture until the vesting date. The LTIP is administered by the board of directors of our General Partner which, at its discretion, may elect to settle such vested phantom units with a number of units equivalent to the fair market value at the date of vesting in lieu of cash. Although our General Partner has the option to settle in cash upon the vesting of phantom units, it 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.
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 March 31,
 
2014
 
2013
Outstanding at beginning of period
75,529

 
90,938

Granted
174,691

 
23,921

Forfeited
—

 
(2,427
)
Vested
(24,933
)
 
(10,483
)
Outstanding at end of period
225,287

 
101,949

Fair value per unit
$24.05 to $26.71

 
$13.36 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 March 31, 2014 and 2013 were $0.4 million and $0.4 million, respectively, which are 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 $0.6 million and $0.2 million for the three months ended March 31, 2014 and 2013, respectively.
The total compensation cost related to unvested awards not yet recognized at March 31, 2014 and 2013 was $4.1 million and $1.3 million, respectively, and the weighted average period over which this cost is expected to be recognized as of March 31, 2014 is approximately 3.4 years.
Income Tax (Notes)
Income Tax Disclosure [Text Block]
Income Taxes

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

The effective tax rate for the three months ended March 31, 2014, differs from the statutory rate primarily due to transactions between the Partnership and its taxable subsidiary that generate tax deductions for the the taxable subsidiary and are eliminated in the consolidation of Net income (loss) before income tax benefit.
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 tortious interference with contract against the Partnership and sought either rescission of the Partnership's equity restructuring agreement executed on August 9, 2013 or, in the alternative, monetary damages.

On February 5, 2014, we, HPIP and our General Partner entered into a settlement (the “Settlement”) with AIM Midstream Holdings regarding the action filed in Delaware Chancery Court by AIM Midstream Holdings. Under the Settlement, among other things:
 
·      HPIP and AIM Midstream Holdings amended the LLC Amendment to, among other things, amend the Sharing Percentages (as defined therein) such that HPIP’s sharing percentage thereafter is 95% and AIM Midstream Holdings’s Sharing Percentage is 5%;
 
·      HPIP transferred all of the 85.02% of our outstanding new IDRs held by HPIP to our General Partner such that our General Partner owns 100% of the outstanding new IDRs; and
 
·      we issued to AIM Midstream Holdings a warrant to purchase up to 300,000 common units of the Partnership at an exercise price of $0.01 per common unit, which Warrant, among other terms, i) was exercisable at any time on or after February 8, 2014 until the tenth anniversary of February 5, 2014, ii) contained cashless exercise provisions and iii) contains customary anti-dilution and other protections. The Warrant was exercised on February 21, 2014.
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 March 31, 2014 are presented below (in thousands):
 
Payments Due by Period
 
Total
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
Operating leases and service contracts (a)
$
5,737

 
$
732

 
$
951

 
$
776

 
$
782

 
$
724

 
$
1,772

Asset retirement obligations
34,827

 
—

 
—

 
7,867

 
—

 
—

 
26,960

Total
$
40,564

 
$
732

 
$
951

 
$
8,643

 
$
782

 
$
724

 
$
28,732


(a) Operating leases and service contracts have been reduced by total minimum sublease rentals of $0.5 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 March 31,
 
2014
 
2013
Operating leases and service contracts
$
862

 
$
219

Asset retirement obligations
190

 
10

 
$
1,052

 
$
229

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 months ended March 31, 2014 and 2013, administrative and operational services expenses of $5.0 million and $2.7 million, respectively, were charged to us by our General Partner. For the three months ended March 31, 2014 and 2013, we incurred approximately $0.5 million and $0.3 million, respectively, of costs primarily associated with certain business development activities 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 following tables set forth our segment information for the three months ended March 31, 2014 and 2013 (in thousands):
 
 
Three months ended March 31, 2014
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
47,236

 
$
25,129

 
$
3,614

 
$
75,979

Loss on commodity derivatives, net
(130
)
 
—

 
—

 
(130
)
Total revenue
47,106

 
25,129

 
3,614

 
75,849

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
36,824

 
14,100

 
—

 
50,924

Direct operating expenses
4,057

 
3,118

 
1,675

 
8,850

Selling, general and administrative expenses
 
 
 
 
 
 
5,593

Equity compensation expense
 
 
 
 
 
 
360

Depreciation, amortization and accretion expense
 
 
 
 
 
 
7,632

Total operating expenses
 
 
 
 
 
 
73,359

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

Loss from operations of disposal groups, net of tax
 
 
 
 
 
 
(69
)
Net income
 
 
 
 
 
 
508

Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
108

Net income attributable to the Partnership
 
 
 
 
 
 
$
400

 
 
 
 
 
 
 
 
Segment gross margin (a)
$
10,036

 
$
11,014

 
$
1,939

 
$
22,989


 
Three months ended March 31, 2013
 
Gathering
and
Processing
 
Transmission
 
Total
Revenue
$
45,068

 
$
14,639

 
$
59,707

Loss on commodity derivatives, net
(305
)
 
—

 
(305
)
Total revenue
44,763

 
14,639

 
59,402

Operating expenses:
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
36,700

 
10,601

 
47,301

Direct operating expenses
3,404

 
1,399

 
4,803

Selling, general and administrative expenses
 
 
 
 
3,425

Equity compensation expense
 
 
 
 
388

Depreciation, amortization and accretion expense
 
 
 
 
5,646

Total operating expenses
 
 
 
 
61,563

Gain on involuntary conversion of property, plant and equipment
 
 
 
 
421

Interest expense
 
 
 
 
(1,731
)
Income from operations of disposal groups, net of tax
 
 
 
 
73

Net loss
 
 
 
 
(3,398
)
Less: Net income attributable to non-controlling interests
 
 
 
 
155

Net loss attributable to the Partnership
 
 
 
 
$
(3,553
)
 
 
 
 
 
 
Segment gross margin (a)
$
8,481

 
$
3,995

 
$
12,476

 
(a)
Segment gross margin for our Gathering and Processing segment consists of revenue less purchases of natural gas, NGLs and condensate and COMA. Segment gross margin for our Transmission segment consists of revenue, less purchases of natural gas and COMA. Segment gross margin for our Terminals segment consists of revenue, less direct operating expenses. Gross margin consists of the sum of the segment gross margin amounts for each of these segments. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.

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 subsidiaries of the Partnership (the "Subsidiaries") are co-registrants with the Partnership, and the registration statement registers 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. As of March 31, 2014, the Subsidiaries have an investment in the non-guarantor subsidiaries equal to a 92.2% 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 provide 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 condensed consolidating financial information, the Partnership's investments in its Subsidiaries and the guarantor subsidiaries' investment in its 92.2% 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 March 31, 2014 and 2013, and for those three months ended is as follows (in thousands):
 
 Condensed Consolidating Balance Sheet
 
March 31, 2014
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1

 
$
2,021

 
$
—

 
$
—

 
$
2,022

Accounts receivable
—

 
4,385

 
3,485

 
—

 
7,870

Unbilled revenue
—

 
20,707

 
4,193

 
—

 
24,900

Risk management assets
—

 
189

 
—

 
—

 
189

Other current assets
—

 
9,514

 
400

 
—

 
9,914

Current assets held for sale
—

 
1,582

 
—

 
—

 
1,582

Total current assets
1

 
38,398

 
8,078

 
—

 
46,477

Risk management assets, long-term
—

 
—

 
—

 
—

 
—

Property, plant and equipment, net
—

 
307,996

 
57,256

 
—

 
365,252

Note receivable
27,315

 
—

 
—

 
(27,315
)
 
—

Goodwill
—

 
16,253

 
—

 
—

 
16,253

Intangible assets, net
—

 
50,692

 
—

 
—

 
50,692

Deferred tax asset
—

 
—

 
—

 
—

 
—

Other assets, net
—

 
8,093

 
726

 
—

 
8,819

Noncurrent assets held for sale, net
—

 
1,912

 
—

 
—

 
1,912

Investment in subsidiaries
255,005

 
58,310

 
—

 
(313,315
)
 
—

Total assets
$
282,321

 
$
481,654

 
$
66,060

 
$
(340,630
)
 
$
489,405

 
 
 
 
 
 
 
 
 
 
Liabilities, Equity and Partners’ Capital
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
Accounts payable
$
25

 
$
1,519

 
$
48

 
$
—

 
$
1,592

Accrued gas purchases
—

 
14,933

 
2,601

 
—

 
17,534

Accrued expenses and other current liabilities
1,339

 
14,613

 
17

 
—

 
15,969

Current portion of long-term debt
—

 
1,427

 
—

 
—

 
1,427

Risk management liabilities
—

 
488

 
—

 
—

 
488

Current liabilities held for sale
—

 
1,383

 
—

 
—

 
1,383

Total current liabilities
1,364

 
34,363

 
2,666

 
—

 
38,393

Risk management liabilities - long-term
—

 
75

 
—

 
—

 
75

Asset retirement obligations
—

 
34,352

 
475

 
—

 
34,827

Other liabilities
—

 
270

 
—

 
—

 
270

Long-term debt
—

 
152,965

 
—

 
(27,315
)
 
125,650

Deferred tax liability
—

 
4,542

 
—

 
—

 
4,542

Noncurrent liabilities held for sale, net
—

 
82

 
—

 
—

 
82

Total liabilities
1,364

 
226,649

 
3,141

 
(27,315
)
 
203,839

Convertible preferred units
 
 
 
 
 
 
 
 
 
Series A convertible preferred units
96,654

 
—

 
—

 
—

 
96,654

Total partners’ capital
184,303

 
255,005

 
58,310

 
(313,315
)
 
184,303

Noncontrolling interests
—

 
—

 
4,609

 
—

 
4,609

Total equity and partners' capital
184,303

 
255,005

 
62,919

 
(313,315
)
 
188,912

Total liabilities, equity and partners' capital
$
282,321

 
$
481,654

 
$
66,060

 
$
(340,630
)
 
$
489,405



 
 Condensed Consolidating Balance Sheet
 
December 31, 2013
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1

 
$
392

 
$
—

 
$
—

 
$
393

Accounts receivable
—

 
4,461

 
2,361

 
—

 
6,822

Unbilled revenue
—

 
17,325

 
4,680

 
—

 
22,005

Risk management assets
—

 
473

 
—

 
—

 
473

Other current assets
84

 
6,942

 
555

 
(84
)
 
7,497

Current assets held for sale
—

 
1,268

 
—

 
—

 
1,268

Total current assets
85

 
30,861

 
7,596

 
(84
)
 
38,458

Property, plant and equipment, net
—

 
254,465

 
58,045

 
—

 
312,510

Note receivable
27,315

 
—

 
—

 
(27,315
)
 
—

Goodwill
—

 
16,447

 
—

 
—

 
16,447

Intangible assets, net
—

 
3,682

 
—

 
—

 
3,682

Other assets, net
—

 
8,321

 
743

 
—

 
9,064

Noncurrent assets held for sale, net
—

 
1,914

 
—

 
—

 
1,914

Investment in subsidiaries
142,758

 
57,750

 
—

 
(200,508
)
 
—

Total assets
$
170,158

 
$
373,440

 
$
66,384

 
$
(227,907
)
 
$
382,075

 
 
 
 
 
 
 
 
 
 
Liabilities, Equity and Partners’ Capital
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
Accounts payable
$
30

 
$
2,902

 
$
329

 
$
—

 
$
3,261

Accrued gas purchases
—

 
13,290

 
3,104

 
—

 
16,394

Accrued expenses and other current liabilities
1,478

 
13,563

 
101

 
(84
)
 
15,058

Current portion of long-term debt
—

 
2,048

 
—

 
—

 
2,048

Risk management liabilities
—

 
423

 
—

 
—

 
423

Current liabilities held for sale
—

 
1,106

 
—

 
—

 
1,106

Total current liabilities
1,508

 
33,332

 
3,534

 
(84
)
 
38,290

Risk management liabilities - long-term
—

 
101

 
—

 
—

 
101

Asset retirement obligations
—

 
34,164

 
472

 
—

 
34,636

Other liabilities
—

 
191

 
—

 
—

 
191

Long-term debt
—

 
158,050

 
—

 
(27,315
)
 
130,735

Deferred tax liability
—

 
4,749

 
—

 
—

 
4,749

Noncurrent liabilities held for sale, net
—

 
95

 
—

 
—

 
95

Total liabilities
1,508

 
230,682

 
4,006

 
(27,399
)
 
208,797

Convertible preferred units
 
 
 
 
 
 
 
 
 
Series A convertible preferred units
94,811

 
—

 
—

 
—

 
94,811

Total partners’ capital
73,839

 
142,758

 
57,750

 
(200,508
)
 
73,839

Noncontrolling interests
—

 
—

 
4,628

 
—

 
4,628

Total equity and partners' capital
73,839

 
142,758

 
62,378

 
(200,508
)
 
78,467

Total liabilities, equity and partners' capital
$
170,158

 
$
373,440

 
$
66,384

 
$
(227,907
)
 
$
382,075





 
 Condensed Consolidating Statements of Operations
 
Three months ended March 31, 2014
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Revenue
$
—

 
$
64,413

 
$
11,566

 
$
—

 
$
75,979

Loss on commodity derivatives, net
—

 
(103
)
 
(27
)
 
—

 
(130
)
Total revenue
—

 
64,310

 
11,539

 
—

 
75,849

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

 
41,757

 
9,167

 
—

 
50,924

Direct operating expenses
—

 
7,828

 
1,022

 
—

 
8,850

Selling, general and administrative expenses
—

 
5,593

 
—

 
—

 
5,593

Equity compensation expense
—

 
360

 
—

 
—

 
360

Depreciation and accretion expense
—

 
7,212

 
420

 
—

 
7,632

Total operating expenses
—

 
62,750

 
10,609

 
—

 
73,359

Loss on sale of assets, net
—

 
(21
)
 
—

 
—

 
(21
)
Operating income
—

 
1,539

 
930

 
—

 
2,469

Earnings from consolidated affiliate
(181
)
 
822

 
—

 
(641
)
 
—

Interest income (expense)
581

 
(2,484
)
 
—

 
—

 
(1,903
)
Net loss before income tax benefit
400

 
(123
)
 
930

 
(641
)
 
566

Income tax benefit
—

 
11

 
—

 
—

 
11

Net loss from continuing operations
400

 
(112
)
 
930

 
(641
)
 
577

Loss from operations of disposal groups, net of tax
—

 
(69
)
 
—

 
—

 
(69
)
Net income
400

 
(181
)
 
930

 
(641
)
 
508

Net income attributable to noncontrolling interests
—

 
—

 
108

 
—

 
108

Net loss attributable to the Partnership
$
400

 
$
(181
)
 
$
822

 
$
(641
)
 
$
400


 
 Condensed Consolidating Statements of Operations
 
Three months ended March 31, 2013
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Revenue
$
—

 
$
48,022

 
$
13,648

 
$
(1,963
)
 
$
59,707

Loss on commodity derivatives, net
—

 
(305
)
 
—

 
—

 
(305
)
Total revenue
—

 
47,717

 
13,648

 
(1,963
)
 
59,402

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

 
38,346

 
10,918

 
(1,963
)
 
47,301

Direct operating expenses
—

 
3,718

 
1,085

 
—

 
4,803

Selling, general and administrative expenses
—

 
3,425

 
—

 
—

 
3,425

Equity compensation expense
—

 
388

 
—

 
—

 
388

Depreciation and accretion expense
—

 
5,232

 
414

 
—

 
5,646

Total operating expenses
—

 
51,109

 
12,417

 
(1,963
)
 
61,563

Gain on involuntary conversion of property, plant and equipment
—

 
421

 
—

 
—

 
421

Operating (loss) income
—

 
(2,971
)
 
1,231

 
—

 
(1,740
)
(Loss) earnings from consolidated affiliate
(3,553
)
 
1,076

 
—

 
2,477

 
—

Interest expense
—

 
(1,731
)
 
—

 
—

 
(1,731
)
Net (loss) income from continuing operations
(3,553
)
 
(3,626
)
 
1,231

 
2,477

 
(3,471
)
Income from operations of disposal groups, net of tax
—

 
73

 
—

 
—

 
73

Net (loss) income
(3,553
)
 
(3,553
)
 
1,231

 
2,477

 
(3,398
)
Net income attributable to noncontrolling interests
—

 
—

 
155

 
—

 
155

Net (loss) income attributable to the Partnership
$
(3,553
)
 
$
(3,553
)
 
$
1,076

 
$
2,477

 
$
(3,553
)



 
 Condensed Consolidating Statements of Comprehensive Income
 
Three months ended March 31, 2014
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Net income
$
400

 
$
(181
)
 
$
930

 
$
(641
)
 
$
508

Unrealized gain on post retirement benefit plan assets and liabilities
36

 
36

 
—

 
(36
)
 
36

Comprehensive income
436

 
(145
)
 
930

 
(677
)
 
544

Less: Comprehensive income attributable to noncontrolling interests
—

 
—

 
108

 
—

 
108

Comprehensive income attributable to the Partnership
$
436

 
$
(145
)
 
$
822

 
$
(677
)
 
$
436


 
 Condensed Consolidating Statements of Comprehensive Income
 
Three months ended March 31, 2013
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Net (loss) income
$
(3,553
)
 
$
(3,553
)
 
$
1,231

 
$
2,477

 
$
(3,398
)
Unrealized loss on post retirement benefit plan assets and liabilities
(13
)
 
(13
)
 
—

 
13

 
(13
)
Comprehensive (loss) income
(3,566
)
 
(3,566
)
 
1,231

 
2,490

 
(3,411
)
Less: Comprehensive income attributable to noncontrolling interests
—

 
—

 
155

 
—

 
155

Comprehensive (loss) income attributable to the Partnership
$
(3,566
)
 
$
(3,566
)
 
$
1,076

 
$
2,490

 
$
(3,566
)



 
 Condensed Consolidating Statements of Cash Flows
 
Three months ended March 31, 2014
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Net cash provided by operating activities
$
—

 
$
3,534

 
$
20

 
$
—

 
$
3,554

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

 
(110,909
)
 
—

 
—

 
(110,909
)
Additions to property, plant and equipment
—

 
(4,297
)
 
369

 
—

 
(3,928
)
Proceeds from disposals of property, plant and equipment
—

 
6,135

 
—

 
—

 
6,135

Net contributions from affiliates
5,379

 
—

 
—

 
(5,379
)
 
—

Net distributions to affiliates
(118,202
)
 
—

 
—

 
118,202

 
—

Net cash (used in) provided by financing activities
(112,823
)
 
(109,071
)
 
369

 
112,823

 
(108,702
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Net contributions from affiliates
—

 
118,202

 
—

 
(118,202
)
 
—

Net distributions to affiliates
—

 
(5,088
)
 
(291
)
 
5,379

 
—

Proceeds from issuance of common units to public, net of offering costs
86,926

 
—

 
—

 
—

 
86,926

Unit holder contributions
1,276

 
—

 
—

 
—

 
1,276

Unit holder distributions
(5,379
)
 
—

 
—

 
—

 
(5,379
)
Issuance of Series B Units
30,000

 
—

 
—

 
—

 
30,000

Acquisition of noncontrolling interest
—

 
(8
)
 
—

 
—

 
(8
)
Net distributions to noncontrolling interest owners
—

 
—

 
(98
)
 
—

 
(98
)
LTIP tax netting unit repurchase
—

 
(90
)
 
—

 
—

 
(90
)
Deferred debt issuance costs
—

 
(144
)
 
—

 
—

 
(144
)
Payments on other debt
—

 
(791
)
 
—

 
—

 
(791
)
Borrowings on other debt
—

 
170

 
—

 
—

 
170

Payments on long-term debt
—

 
(49,771
)
 
—

 
—

 
(49,771
)
Borrowings on long-term debt
—

 
44,686

 
—

 
—

 
44,686

Net cash provided by (used in) financing activities
112,823

 
107,166

 
(389
)
 
(112,823
)
 
106,777

Net increase in cash and cash equivalents
—

 
1,629

 
—

 
—

 
1,629

Cash and cash equivalents
 
 
 
 
 
 
 
 
 
Beginning of period
1

 
392

 
—

 
—

 
393

End of period
$
1

 
$
2,021

 
$
—

 
$
—

 
$
2,022

Supplemental cash flow information
 
 
 
 
 
 
 
 
 
Interest payments, net
$
—

 
$
1,781

 
$
—

 
$
—

 
$
1,781

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

 
$
(1,474
)
 
$
—

 
$
—

 
$
(1,474
)
 
 Condensed Consolidating Statements of Cash Flows
 
Three months ended March 31, 2013
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Net cash (used in) provided by operating activities
$
—

 
$
(127
)
 
$
1,230

 
$
—

 
$
1,103

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

 
(7,995
)
 
(57
)
 
—

 
(8,052
)
Insurance proceeds from involuntary conversion of property, plant and equipment
—

 
560

 
—

 
—

 
560

Net contributions from affiliates
4,044

 
—

 
—

 
(4,044
)
 
—

Net distributions to affiliates
—

 
—

 
—

 
—

 
—

Net cash provided by (used in) financing activities
4,044

 
(7,435
)
 
(57
)
 
(4,044
)
 
(7,492
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Net contributions from affiliates
—

 
—

 
—

 
—

 
—

Net distributions to affiliates
—

 
(3,081
)
 
(963
)
 
4,044

 
—

Unit holder contributions
—

 
—

 
—

 
—

 
—

Unit holder distributions
(4,044
)
 
—

 
—

 
—

 
(4,044
)
Net distributions to noncontrolling interest owners
—

 
—

 
(210
)
 
—

 
(210
)
LTIP tax netting unit repurchase
—

 
(74
)
 
—

 
—

 
(74
)
Deferred debt issuance costs
—

 
(912
)
 
—

 
—

 
(912
)
Payments on other debt
—

 
(358
)
 
—

 
—

 
(358
)
Borrowings on other debt
—

 
1,476

 
—

 
—

 
1,476

Payments on long-term debt
—

 
(17,585
)
 
—

 
—

 
(17,585
)
Borrowings on long-term debt
—

 
27,565

 
—

 
—

 
27,565

Net cash (used in) provided by financing activities
(4,044
)
 
7,031

 
(1,173
)
 
4,044

 
5,858

Net decrease in cash and cash equivalents
—

 
(531
)
 
—

 
—

 
(531
)
Cash and cash equivalents
 
 
 
 
 
 
 
 
 
Beginning of period
1

 
575

 
—

 
—

 
576

End of period
$
1

 
$
44

 
$
—

 
$
—

 
$
45

Supplemental cash flow information
 
 
 
 
 
 
 
 
 
Interest payments, net
$
—

 
$
1,487

 
$
—

 
$
—

 
$
1,487

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

 
$
(3,977
)
 
$
—

 
$
—

 
$
(3,977
)
Subsequent Events
Subsequent Events
Subsequent Events
Distribution
On April 25, 2014, we announced a distribution of $0.4625 per unit for the quarter ended March 31, 2014, or $1.85 per unit on an annualized basis, payable on May 15, 2014 to unitholders of record on May 8, 2014. Holders of our Series B Units will participate pro rata in this distribution. We will exercise our right to pay the holders of our Series B Units in Series B Units rather than cash.
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 operating, developing and acquiring a diversified portfolio of midstream energy assets. 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, two processing facilities, one fractionation facility, four terminal sites, three interstate pipelines and five intrastate pipelines. In addition, we own a 50% undivided, non-operating interest in a processing plant located in southern Louisiana. Through our four marine terminal sites, we provide petroleum, agricultural, and chemical liquid storage services.
We hold our assets in a series of wholly owned limited liability companies, a limited partnership and a corporation. Our capital accounts consist of general partner interests and limited partner interests.
Our interstate natural gas pipeline assets transport natural gas through the FERC regulated interstate natural gas pipelines in Louisiana, Mississippi, Alabama and Tennessee. Our interstate 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;
•
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.

Equity Offering and Series B Convertible Units Issuance

In January 2014, in connection with the Lavaca Acquisition as discussed in Note 3, the Partnership completed a public equity offering resulting in net proceeds of $86.9 million and the issuance to our General Partner of 1,168,225 Series B convertible units ("Series B Units") representing Series B limited partnership interests in the Partnership. The Series B Units have the right to share in distributions from the Partnership on a pro-rata basis with holders of the Partnership’s common units and will convert into common units on a one-for-one basis on January 31, 2016.
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 consolidated audited financial statements but does not include disclosures required by GAAP for annual periods. We have made reclassifications to amounts reported in prior period condensed consolidated financial statements to conform to our current year presentation. These reclassifications did not have an impact on net income 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 and results of operations for the respective interim periods.
Our financial results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2014. 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, 2013 (“Annual Report”) filed on March 11, 2014 and ii) our Annual Report on Form 10-K/A that was filed with the Securities and Exchange Commission ("SEC") on May 12, 2014 which updated portions of our annual report.
Consolidation Policy 
Consolidation Policy
Our condensed 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 condensed consolidated financial statements reflect our proportionate share of the revenues, expenses, assets and liabilities of this undivided interest. As of March 31, 2014, we also hold a 92.2% undivided interest in the Chatom Processing and Fractionation facility (the "Chatom System"). Our condensed consolidated financial statements reflect the accounts of the Chatom System and the interests in the Chatom System held by non-affiliated working interest owners are reflected as noncontrolling interests in the Partnership's condensed consolidated financial statements.
Use of Estimates 
Use of Estimates
When preparing condensed consolidated financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and 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, accrued gas 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 Lavaca Acquisition (Tables)
Business Combination Disclosure [Text Block]
The following table summarizes the preliminary purchase price allocation for the Lavaca Acquisition (in thousands):
Property, plant and equipment:
 
Land
$
2

Pipelines
55,654

Equipment
753

Total property, plant and equipment
56,409

Intangible assets
48,000

Total cash consideration
$
104,409

Discontinued Operations Operation of discontinued operations (Tables)
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]
The following table presents the revenue and expenses and (Loss) income from operations of disposal groups, net of tax associated with the assets classified as held for sale for the three months ended March 31, 2014 and 2013 (in thousands, except per unit amounts):
 
Three months ended March 31,
 
2014
 
2013
Revenue
$
4,626

 
$
3,638

Expense
(4,685
)
 
(3,565
)
Loss on sale of assets
(22
)
 
—

Income tax benefit
12

 
—

(Loss) income from operations of disposal groups, net of tax
$
(69
)
 
$
73

Limited partners' net (loss) income per unit from discontinued operations (basic and diluted)
$
(0.01
)
 
$
0.01

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 condensed consolidated statement of operations for the each of the periods presented below:
 
Three months ended March 31,
 
2014
 
2013
Customer A
30
%
 
30
%
Customer B
—
%
 
15
%
Customer C
15
%
 
12
%
Customer D
12
%
 
12
%
Other
43
%
 
31
%
Total
100
%
 
100
%
Derivatives (Tables)
Fair value associated with commodity derivative instruments 
As of March 31, 2014 and December 31, 2013, 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
 
March 31,
2014
 
December 31, 2013
 
March 31,
2014
 
December 31, 2013
 
March 31,
2014
 
December 31, 2013
Current
 
$
189

 
$
473

 
$
—

 
$
—

 
$
189

 
$
473

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
189

 
$
473

 
$
—

 
$
—

 
$
189

 
$
473

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
55

 
$
27

 
$
(543
)
 
$
(450
)
 
$
(488
)
 
$
(423
)
Noncurrent
 
—

 
—

 
(75
)
 
(101
)
 
(75
)
 
(101
)
Total liabilities
 
$
55

 
$
27

 
$
(618
)
 
$
(551
)
 
$
(563
)
 
$
(524
)
Realized and unrealized gains (losses) with commodity and interst rate derivative instruments 
For the three months ended March 31, 2014 and 2013, respectively, the realized and unrealized gains (losses) associated with our commodity derivatives, interest rate swap instrument and weather derivative were recorded in our condensed consolidated statements of operations, under the captions as follows (in thousands):
 
Three months ended March 31,
 
Gain (loss) on derivatives
Statement of Operations Classification
Realized
 
Unrealized
2014
 
 
 
Loss on commodity derivatives, net
$
(102
)
 
$
(28
)
Interest expense
(104
)
 
(11
)
Direct operating expenses
(284
)
 
—

Total
$
(490
)
 
$
(39
)
2013
 
 
 
Gain (loss) on commodity derivatives, net
$
176

 
$
(481
)
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 condensed consolidated balance sheet, that were measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
March 31, 2014
$
(98
)
 
$
—

 
$
(98
)
 
$
—

 
$
(98
)
December 31, 2013
(70
)
 
—

 
(70
)
 
—

 
(70
)
Interest rate swap
 
 
 
 
 
 
 
 
 
March 31, 2014
$
(465
)
 
$
—

 
$
(465
)
 
$
—

 
$
(465
)
December 31, 2013
(454
)
 
—

 
(454
)
 
—

 
(454
)
Property, Plant and Equipment (Tables)
Property, plant and equipment, net
Property, plant and equipment, net, as of March 31, 2014 and December 31, 2013 were as follows (in thousands):
 
 
Useful Life
(in years)
 
March 31,
2014
 
December 31, 2013
Land
N/A
 
$
6,017

 
$
6,015

Construction in progress
N/A
 
6,978

 
6,443

Base gas
N/A
 
1,108

 
1,108

Buildings and improvements
4 to 40
 
5,358

 
5,109

Processing and treating plants
8 to 40
 
97,799

 
97,106

Pipelines
5 to 40
 
292,498

 
239,826

Compressors
4 to 20
 
11,822

 
11,793

Dock
20 to 40
 
7,954

 
7,942

Tanks, truck rack and piping
20 to 40
 
22,432

 
22,432

Equipment
8 to 20
 
8,076

 
6,293

Computer software
5
 
3,598

 
3,531

Total property, plant and equipment
 
 
463,640

 
407,598

Accumulated depreciation
 
 
(98,388
)
 
(95,088
)
Property, plant and equipment, net
 
 
$
365,252

 
$
312,510

Debt Obligations (Tables)
Outstanding borrowings under the credit facility
Our outstanding borrowings at March 31, 2014 and December 31, 2013, respectively, were (in thousands):
 
March 31,
2014
 
December 31, 2013
Revolving credit facility
$
125,650

 
$
130,735

Other debt
1,427

 
2,048

Total debt
127,077

 
132,783

Less: current portion
1,427

 
2,048

Long-term debt
$
125,650

 
$
130,735

Partners' Capital (Tables)
Numbers of units outstanding 
The numbers of units outstanding as of March 31, 2014 and December 31, 2013, respectively, were as follows (in thousands):
 
March 31,
2014
 
December 31, 2013
Series A convertible preferred units
5,354

 
5,279

Series B convertible units
1,168

 
—

Limited partner common units
11,135

 
7,414

General partners units
235

 
185

Schedule of Calulation for Net Income (Loss) Per Limited Partner Unit 
 
Three months ended March 31,
 
2014
 
2013
Net income (loss) from continuing operations
$
577

 
$
(3,471
)
Less: Net income attributable to noncontrolling interests
108

 
155

Net income (loss) from continuing operations attributable to the Partnership
469

 
(3,626
)
Less:
 
 
 
Contractual distributions on Series A Units
3,182

 
—

General partner's distribution
482

 
80

General partner's share in undistributed loss
(106
)
 
(152
)
Net loss from continuing operations available to limited partners
(3,089
)
 
(3,554
)
Net (loss) income from operations of disposal groups, net of tax, available to limited partners
(68
)
 
72

Net loss available to limited partners
$
(3,157
)
 
$
(3,482
)
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
9,846

 
9,167

 
 
 
 
Limited partners' net (loss) income per common unit
 
 
 
Basic and diluted:
 
 
 
Loss from continuing operations
$
(0.31
)
 
$
(0.39
)
(Loss) income from discontinued operations
(0.01
)
 
0.01

Net loss
$
(0.32
)
 
$
(0.38
)
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 March 31,
 
2014
 
2013
Outstanding at beginning of period
75,529

 
90,938

Granted
174,691

 
23,921

Forfeited
—

 
(2,427
)
Vested
(24,933
)
 
(10,483
)
Outstanding at end of period
225,287

 
101,949

Fair value per unit
$24.05 to $26.71

 
$13.36 to $21.40

Commitments and Contingencies (Tables)
Future non-cancelable commitments related to certain contractual obligations 
Future non-cancelable commitments related to certain contractual obligations as of March 31, 2014 are presented below (in thousands):
 
Payments Due by Period
 
Total
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
Operating leases and service contracts (a)
$
5,737

 
$
732

 
$
951

 
$
776

 
$
782

 
$
724

 
$
1,772

Asset retirement obligations
34,827

 
—

 
—

 
7,867

 
—

 
—

 
26,960

Total
$
40,564

 
$
732

 
$
951

 
$
8,643

 
$
782

 
$
724

 
$
28,732

Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements 
Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were (in thousands):
 
Three months ended March 31,
 
2014
 
2013
Operating leases and service contracts
$
862

 
$
219

Asset retirement obligations
190

 
10

 
$
1,052

 
$
229

Reporting Segments (Tables)
Segment information
The following tables set forth our segment information for the three months ended March 31, 2014 and 2013 (in thousands):
 
 
Three months ended March 31, 2014
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
47,236

 
$
25,129

 
$
3,614

 
$
75,979

Loss on commodity derivatives, net
(130
)
 
—

 
—

 
(130
)
Total revenue
47,106

 
25,129

 
3,614

 
75,849

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
36,824

 
14,100

 
—

 
50,924

Direct operating expenses
4,057

 
3,118

 
1,675

 
8,850

Selling, general and administrative expenses
 
 
 
 
 
 
5,593

Equity compensation expense
 
 
 
 
 
 
360

Depreciation, amortization and accretion expense
 
 
 
 
 
 
7,632

Total operating expenses
 
 
 
 
 
 
73,359

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

Loss from operations of disposal groups, net of tax
 
 
 
 
 
 
(69
)
Net income
 
 
 
 
 
 
508

Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
108

Net income attributable to the Partnership
 
 
 
 
 
 
$
400

 
 
 
 
 
 
 
 
Segment gross margin (a)
$
10,036

 
$
11,014

 
$
1,939

 
$
22,989


 
Three months ended March 31, 2013
 
Gathering
and
Processing
 
Transmission
 
Total
Revenue
$
45,068

 
$
14,639

 
$
59,707

Loss on commodity derivatives, net
(305
)
 
—

 
(305
)
Total revenue
44,763

 
14,639

 
59,402

Operating expenses:
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
36,700

 
10,601

 
47,301

Direct operating expenses
3,404

 
1,399

 
4,803

Selling, general and administrative expenses
 
 
 
 
3,425

Equity compensation expense
 
 
 
 
388

Depreciation, amortization and accretion expense
 
 
 
 
5,646

Total operating expenses
 
 
 
 
61,563

Gain on involuntary conversion of property, plant and equipment
 
 
 
 
421

Interest expense
 
 
 
 
(1,731
)
Income from operations of disposal groups, net of tax
 
 
 
 
73

Net loss
 
 
 
 
(3,398
)
Less: Net income attributable to non-controlling interests
 
 
 
 
155

Net loss attributable to the Partnership
 
 
 
 
$
(3,553
)
 
 
 
 
 
 
Segment gross margin (a)
$
8,481

 
$
3,995

 
$
12,476

 
(a)
Segment gross margin for our Gathering and Processing segment consists of revenue less purchases of natural gas, NGLs and condensate and COMA. Segment gross margin for our Transmission segment consists of revenue, less purchases of natural gas and COMA. Segment gross margin for our Terminals segment consists of revenue, less direct operating expenses. Gross margin consists of the sum of the segment gross margin amounts for each of these segments. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.
Subsidiary Guarantors (Tables)
Schedule of Condensed Consolidating Balance Sheet 


 
 Condensed Consolidating Balance Sheet
 
December 31, 2013
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1

 
$
392

 
$
—

 
$
—

 
$
393

Accounts receivable
—

 
4,461

 
2,361

 
—

 
6,822

Unbilled revenue
—

 
17,325

 
4,680

 
—

 
22,005

Risk management assets
—

 
473

 
—

 
—

 
473

Other current assets
84

 
6,942

 
555

 
(84
)
 
7,497

Current assets held for sale
—

 
1,268

 
—

 
—

 
1,268

Total current assets
85

 
30,861

 
7,596

 
(84
)
 
38,458

Property, plant and equipment, net
—

 
254,465

 
58,045

 
—

 
312,510

Note receivable
27,315

 
—

 
—

 
(27,315
)
 
—

Goodwill
—

 
16,447

 
—

 
—

 
16,447

Intangible assets, net
—

 
3,682

 
—

 
—

 
3,682

Other assets, net
—

 
8,321

 
743

 
—

 
9,064

Noncurrent assets held for sale, net
—

 
1,914

 
—

 
—

 
1,914

Investment in subsidiaries
142,758

 
57,750

 
—

 
(200,508
)
 
—

Total assets
$
170,158

 
$
373,440

 
$
66,384

 
$
(227,907
)
 
$
382,075

 
 
 
 
 
 
 
 
 
 
Liabilities, Equity and Partners’ Capital
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
Accounts payable
$
30

 
$
2,902

 
$
329

 
$
—

 
$
3,261

Accrued gas purchases
—

 
13,290

 
3,104

 
—

 
16,394

Accrued expenses and other current liabilities
1,478

 
13,563

 
101

 
(84
)
 
15,058

Current portion of long-term debt
—

 
2,048

 
—

 
—

 
2,048

Risk management liabilities
—

 
423

 
—

 
—

 
423

Current liabilities held for sale
—

 
1,106

 
—

 
—

 
1,106

Total current liabilities
1,508

 
33,332

 
3,534

 
(84
)
 
38,290

Risk management liabilities - long-term
—

 
101

 
—

 
—

 
101

Asset retirement obligations
—

 
34,164

 
472

 
—

 
34,636

Other liabilities
—

 
191

 
—

 
—

 
191

Long-term debt
—

 
158,050

 
—

 
(27,315
)
 
130,735

Deferred tax liability
—

 
4,749

 
—

 
—

 
4,749

Noncurrent liabilities held for sale, net
—

 
95

 
—

 
—

 
95

Total liabilities
1,508

 
230,682

 
4,006

 
(27,399
)
 
208,797

Convertible preferred units
 
 
 
 
 
 
 
 
 
Series A convertible preferred units
94,811

 
—

 
—

 
—

 
94,811

Total partners’ capital
73,839

 
142,758

 
57,750

 
(200,508
)
 
73,839

Noncontrolling interests
—

 
—

 
4,628

 
—

 
4,628

Total equity and partners' capital
73,839

 
142,758

 
62,378

 
(200,508
)
 
78,467

Total liabilities, equity and partners' capital
$
170,158

 
$
373,440

 
$
66,384

 
$
(227,907
)
 
$
382,075




Schedule of Condensed Consolidating Statements of Operations 
 
 Condensed Consolidating Statements of Operations
 
Three months ended March 31, 2014
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Revenue
$
—

 
$
64,413

 
$
11,566

 
$
—

 
$
75,979

Loss on commodity derivatives, net
—

 
(103
)
 
(27
)
 
—

 
(130
)
Total revenue
—

 
64,310

 
11,539

 
—

 
75,849

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

 
41,757

 
9,167

 
—

 
50,924

Direct operating expenses
—

 
7,828

 
1,022

 
—

 
8,850

Selling, general and administrative expenses
—

 
5,593

 
—

 
—

 
5,593

Equity compensation expense
—

 
360

 
—

 
—

 
360

Depreciation and accretion expense
—

 
7,212

 
420

 
—

 
7,632

Total operating expenses
—

 
62,750

 
10,609

 
—

 
73,359

Loss on sale of assets, net
—

 
(21
)
 
—

 
—

 
(21
)
Operating income
—

 
1,539

 
930

 
—

 
2,469

Earnings from consolidated affiliate
(181
)
 
822

 
—

 
(641
)
 
—

Interest income (expense)
581

 
(2,484
)
 
—

 
—

 
(1,903
)
Net loss before income tax benefit
400

 
(123
)
 
930

 
(641
)
 
566

Income tax benefit
—

 
11

 
—

 
—

 
11

Net loss from continuing operations
400

 
(112
)
 
930

 
(641
)
 
577

Loss from operations of disposal groups, net of tax
—

 
(69
)
 
—

 
—

 
(69
)
Net income
400

 
(181
)
 
930

 
(641
)
 
508

Net income attributable to noncontrolling interests
—

 
—

 
108

 
—

 
108

Net loss attributable to the Partnership
$
400

 
$
(181
)
 
$
822

 
$
(641
)
 
$
400


 
 Condensed Consolidating Statements of Operations
 
Three months ended March 31, 2013
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Revenue
$
—

 
$
48,022

 
$
13,648

 
$
(1,963
)
 
$
59,707

Loss on commodity derivatives, net
—

 
(305
)
 
—

 
—

 
(305
)
Total revenue
—

 
47,717

 
13,648

 
(1,963
)
 
59,402

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

 
38,346

 
10,918

 
(1,963
)
 
47,301

Direct operating expenses
—

 
3,718

 
1,085

 
—

 
4,803

Selling, general and administrative expenses
—

 
3,425

 
—

 
—

 
3,425

Equity compensation expense
—

 
388

 
—

 
—

 
388

Depreciation and accretion expense
—

 
5,232

 
414

 
—

 
5,646

Total operating expenses
—

 
51,109

 
12,417

 
(1,963
)
 
61,563

Gain on involuntary conversion of property, plant and equipment
—

 
421

 
—

 
—

 
421

Operating (loss) income
—

 
(2,971
)
 
1,231

 
—

 
(1,740
)
(Loss) earnings from consolidated affiliate
(3,553
)
 
1,076

 
—

 
2,477

 
—

Interest expense
—

 
(1,731
)
 
—

 
—

 
(1,731
)
Net (loss) income from continuing operations
(3,553
)
 
(3,626
)
 
1,231

 
2,477

 
(3,471
)
Income from operations of disposal groups, net of tax
—

 
73

 
—

 
—

 
73

Net (loss) income
(3,553
)
 
(3,553
)
 
1,231

 
2,477

 
(3,398
)
Net income attributable to noncontrolling interests
—

 
—

 
155

 
—

 
155

Net (loss) income attributable to the Partnership
$
(3,553
)
 
$
(3,553
)
 
$
1,076

 
$
2,477

 
$
(3,553
)



 
 Condensed Consolidating Statements of Comprehensive Income
 
Three months ended March 31, 2014
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Net income
$
400

 
$
(181
)
 
$
930

 
$
(641
)
 
$
508

Unrealized gain on post retirement benefit plan assets and liabilities
36

 
36

 
—

 
(36
)
 
36

Comprehensive income
436

 
(145
)
 
930

 
(677
)
 
544

Less: Comprehensive income attributable to noncontrolling interests
—

 
—

 
108

 
—

 
108

Comprehensive income attributable to the Partnership
$
436

 
$
(145
)
 
$
822

 
$
(677
)
 
$
436


 
 Condensed Consolidating Statements of Comprehensive Income
 
Three months ended March 31, 2013
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Net (loss) income
$
(3,553
)
 
$
(3,553
)
 
$
1,231

 
$
2,477

 
$
(3,398
)
Unrealized loss on post retirement benefit plan assets and liabilities
(13
)
 
(13
)
 
—

 
13

 
(13
)
Comprehensive (loss) income
(3,566
)
 
(3,566
)
 
1,231

 
2,490

 
(3,411
)
Less: Comprehensive income attributable to noncontrolling interests
—

 
—

 
155

 
—

 
155

Comprehensive (loss) income attributable to the Partnership
$
(3,566
)
 
$
(3,566
)
 
$
1,076

 
$
2,490

 
$
(3,566
)



Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] 
 
 Condensed Consolidating Statements of Cash Flows
 
Three months ended March 31, 2014
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Net cash provided by operating activities
$
—

 
$
3,534

 
$
20

 
$
—

 
$
3,554

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

 
(110,909
)
 
—

 
—

 
(110,909
)
Additions to property, plant and equipment
—

 
(4,297
)
 
369

 
—

 
(3,928
)
Proceeds from disposals of property, plant and equipment
—

 
6,135

 
—

 
—

 
6,135

Net contributions from affiliates
5,379

 
—

 
—

 
(5,379
)
 
—

Net distributions to affiliates
(118,202
)
 
—

 
—

 
118,202

 
—

Net cash (used in) provided by financing activities
(112,823
)
 
(109,071
)
 
369

 
112,823

 
(108,702
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Net contributions from affiliates
—

 
118,202

 
—

 
(118,202
)
 
—

Net distributions to affiliates
—

 
(5,088
)
 
(291
)
 
5,379

 
—

Proceeds from issuance of common units to public, net of offering costs
86,926

 
—

 
—

 
—

 
86,926

Unit holder contributions
1,276

 
—

 
—

 
—

 
1,276

Unit holder distributions
(5,379
)
 
—

 
—

 
—

 
(5,379
)
Issuance of Series B Units
30,000

 
—

 
—

 
—

 
30,000

Acquisition of noncontrolling interest
—

 
(8
)
 
—

 
—

 
(8
)
Net distributions to noncontrolling interest owners
—

 
—

 
(98
)
 
—

 
(98
)
LTIP tax netting unit repurchase
—

 
(90
)
 
—

 
—

 
(90
)
Deferred debt issuance costs
—

 
(144
)
 
—

 
—

 
(144
)
Payments on other debt
—

 
(791
)
 
—

 
—

 
(791
)
Borrowings on other debt
—

 
170

 
—

 
—

 
170

Payments on long-term debt
—

 
(49,771
)
 
—

 
—

 
(49,771
)
Borrowings on long-term debt
—

 
44,686

 
—

 
—

 
44,686

Net cash provided by (used in) financing activities
112,823

 
107,166

 
(389
)
 
(112,823
)
 
106,777

Net increase in cash and cash equivalents
—

 
1,629

 
—

 
—

 
1,629

Cash and cash equivalents
 
 
 
 
 
 
 
 
 
Beginning of period
1

 
392

 
—

 
—

 
393

End of period
$
1

 
$
2,021

 
$
—

 
$
—

 
$
2,022

Supplemental cash flow information
 
 
 
 
 
 
 
 
 
Interest payments, net
$
—

 
$
1,781

 
$
—

 
$
—

 
$
1,781

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

 
$
(1,474
)
 
$
—

 
$
—

 
$
(1,474
)
 
 Condensed Consolidating Statements of Cash Flows
 
Three months ended March 31, 2013
 
 Parent
 
 Guarantor Subsidiaries
 
 Non-Guarantor Subsidiary
 
 Consolidating Adjustments
 
 Consolidated
Net cash (used in) provided by operating activities
$
—

 
$
(127
)
 
$
1,230

 
$
—

 
$
1,103

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

 
(7,995
)
 
(57
)
 
—

 
(8,052
)
Insurance proceeds from involuntary conversion of property, plant and equipment
—

 
560

 
—

 
—

 
560

Net contributions from affiliates
4,044

 
—

 
—

 
(4,044
)
 
—

Net distributions to affiliates
—

 
—

 
—

 
—

 
—

Net cash provided by (used in) financing activities
4,044

 
(7,435
)
 
(57
)
 
(4,044
)
 
(7,492
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Net contributions from affiliates
—

 
—

 
—

 
—

 
—

Net distributions to affiliates
—

 
(3,081
)
 
(963
)
 
4,044

 
—

Unit holder contributions
—

 
—

 
—

 
—

 
—

Unit holder distributions
(4,044
)
 
—

 
—

 
—

 
(4,044
)
Net distributions to noncontrolling interest owners
—

 
—

 
(210
)
 
—

 
(210
)
LTIP tax netting unit repurchase
—

 
(74
)
 
—

 
—

 
(74
)
Deferred debt issuance costs
—

 
(912
)
 
—

 
—

 
(912
)
Payments on other debt
—

 
(358
)
 
—

 
—

 
(358
)
Borrowings on other debt
—

 
1,476

 
—

 
—

 
1,476

Payments on long-term debt
—

 
(17,585
)
 
—

 
—

 
(17,585
)
Borrowings on long-term debt
—

 
27,565

 
—

 
—

 
27,565

Net cash (used in) provided by financing activities
(4,044
)
 
7,031

 
(1,173
)
 
4,044

 
5,858

Net decrease in cash and cash equivalents
—

 
(531
)
 
—

 
—

 
(531
)
Cash and cash equivalents
 
 
 
 
 
 
 
 
 
Beginning of period
1

 
575

 
—

 
—

 
576

End of period
$
1

 
$
44

 
$
—

 
$
—

 
$
45

Supplemental cash flow information
 
 
 
 
 
 
 
 
 
Interest payments, net
$
—

 
$
1,487

 
$
—

 
$
—

 
$
1,487

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

 
$
(3,977
)
 
$
—

 
$
—

 
$
(3,977
)

Organization and Basis of Presentation (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
counties
Mar. 31, 2013
Jan. 29, 2014
Dec. 31, 2013
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
County in which entity operates
8 
 
 
 
Payments on long-term debt
$ 49,771 
$ 17,585 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
(86,926)
0 
 
 
Limited Partners' Capital Account, Units Issued
11,135,066 
 
3,400,000 
7,414,000 
Noncontrolling Interest, Ownership Percentage by Parent
92.20% 
 
 
 
HPGT System [Member]
 
 
 
 
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
Length of pipeline
400 
 
 
 
Number of meters
40 
 
 
 
Number of producers
32 
 
 
 
Midla System [Member]
 
 
 
 
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
Length of pipeline
370 
 
 
 
Ala Tenn System [Member]
 
 
 
 
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
Length of pipeline
295 
 
 
 
Partnership Interest [Member]
 
 
 
 
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
Other Ownership Interests, Units Outstanding
 
 
 
185,000 
Burns Point Plant [Member]
 
 
 
 
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
Percentage of voting interests acquired
50.00% 
 
 
 
Parent [Member]
 
 
 
 
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
Unitholder contributions
1,276 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
86,926 
 
 
 
Series B [Member]
 
 
 
 
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
$ (30,000)
$ 0 
 
 
Limited Partners' Capital Account, Units Issued
1,168,225 
 
 
0 
Acquisitions and Divestitures Lavaca Acquisition (Details) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Jan. 29, 2014
Dec. 31, 2013
Business Acquisition [Line Items]
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
$ (86,926,000)
$ 0 
 
 
Limited Partners' Capital Account, Units Issued
11,135,066 
 
3,400,000 
7,414,000 
Finite-Lived Intangible Asset, Useful Life
25 years 
 
 
 
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months
1,900,000 
 
 
 
Fair Value Inputs, Discount Rate
10.50% 
 
 
 
Business Acquisition, Cost of Acquired Entity, Purchase Price
6,500,000 
 
 
 
Lavaca [Member]
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
Business Acquisition, Purchase Price Allocation, Land
2,000 
 
 
 
Length of pipeline
120 
 
 
 
Compressor Stations Compression Capacity Horsepower
9,000 
 
 
 
Business Acquisition, Purchase Price Allocation, Equipment
753,000 
 
 
 
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment
56,409,000 
 
 
 
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets
48,000,000 
 
 
 
Business Acquisition, Cost of Acquired Entity, Purchase Price
104,409,000 
 
 
 
Business Acquisition, Pro Forma Revenue
2,300,000 
 
 
 
Business Acquisition, Pro Forma Net Income (Loss)
1,600,000 
 
 
 
Minimum [Member] |
Lavaca [Member]
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
Diameters Length Ranging
4 
 
 
 
Maximum [Member] |
Lavaca [Member]
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
Diameters Length Ranging
8 
 
 
 
Parent [Member]
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
86,926,000 
 
 
 
Series B [Member]
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
(30,000,000)
0 
 
 
Limited Partners' Capital Account, Units Issued
1,168,225 
 
 
0 
Series B [Member] |
Parent [Member]
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
Proceeds from Issuance of Common Limited Partners Units
30,000,000 
 
 
 
Pipelines [Member] |
Lavaca [Member]
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment
$ 55,654,000 
 
 
 
Acquisitions and Divestitures Other Acquisition (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Business Acquisition [Line Items]
 
Business Acquisition, Cost of Acquired Entity, Purchase Price
$ 6.5 
Acquisitions and Divestitures Blackwater Acquisition (Details) (USD $)
3 Months Ended
Mar. 31, 2014
Terminals [Member]
Dec. 17, 2013
Terminals [Member]
bbl
Business Acquisition [Line Items]
 
 
Million barrels of storage capacity
 
1,300,000 
Business Acquisition, Pro Forma Revenue
$ 3,614,000 
 
Business Acquisition, Pro Forma Net Income (Loss)
$ 900,000 
 
Acquisitions and Divestitures High Point Acquisition (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
High Point Infrastructure Partners, LLC [Member]
mi
Apr. 15, 2013
High Point Infrastructure Partners, LLC [Member]
Mar. 31, 2014
ArcLight [Member]
High Point Infrastructure Partners, LLC [Member]
Gas_Receipt_Point
Business Acquisition [Line Items]
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
100.00% 
 
Length of pipeline
 
 
700 
 
 
Number of Natural Gas Collection Receipt Points
 
 
 
 
75 
Revenues
$ 75,849 
$ 59,402 
$ 7,000 
 
 
Net Income (Loss) Attributable to Parent
$ 400 
$ (3,553)
$ 4,700 
 
 
Acquisitions and Divestitures Madison Divestiture (Details) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
Madison [Member]
Dec. 31, 2013
Madison [Member]
Significant Acquisitions and Disposals [Line Items]
 
 
 
 
Proceeds from Sale of Property, Plant, and Equipment
$ 6,135,000 
$ 0 
$ 6,100,000 
 
Impairment of Long-Lived Assets Held-for-use
 
 
 
3,000,000 
Property, Plant and Equipment, Gross
 
 
 
$ 6,100,000 
Discontinued Operations (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Dec. 31, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Disposal Group, Including Discontinued Operation, Revenue
$ 4,626 
$ 3,638 
 
Disposal Group, Including Discontinued Operation, Operating Expense
4,685 
3,565 
 
Unbilled revenue
24,900 
 
22,005 
Noncurrent assets held for sale, net
1,912 
 
1,914 
Property, Plant and Equipment, Net
365,252 
 
312,510 
Gas Purchase Payable, Current
17,534 
 
16,394 
Discontinued Operation, Tax Effect of Discontinued Operation
12 
0 
 
(Loss) income from operations of disposal groups, net of tax
(69)
73 
 
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic
(0.01)
0.01 
 
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax
$ (22)
$ 0 
 
Concentration of Credit Risk and Trade Accounts Receivable (Details)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Concentration Risk [Line Items]
 
 
Entity-Wide Revenue, Major Customer, Percentage
100.00% 
100.00% 
Customer A [Member]
 
 
Concentration Risk [Line Items]
 
 
Entity-Wide Revenue, Major Customer, Percentage
30.00% 
30.00% 
Customer B [Member]
 
 
Concentration Risk [Line Items]
 
 
Entity-Wide Revenue, Major Customer, Percentage
0.00% 
15.00% 
Cusotmer C [Member]
 
 
Concentration Risk [Line Items]
 
 
Entity-Wide Revenue, Major Customer, Percentage
15.00% 
12.00% 
Cusotmer D [Member]
 
 
Concentration Risk [Line Items]
 
 
Entity-Wide Revenue, Major Customer, Percentage
12.00% 
12.00% 
Customer Other [Member]
 
 
Concentration Risk [Line Items]
 
 
Entity-Wide Revenue, Major Customer, Percentage
43.00% 
31.00% 
Derivatives (Fair Value of Commodity Derivatives) (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Derivative [Line Items]
 
 
Gross Risk Management Assets
$ 189 
$ 473 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
189 
473 
Gross Risk Management Assets
55 
27 
Gross Risk Management Liabilities
(618)
(551)
Net Risk Management Assets (Liabilities)
563 
524 
Risk Management Assets [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
189 
473 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
189 
473 
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
55 
27 
Gross Risk Management Liabilities
(543)
(450)
Net Risk Management Assets (Liabilities)
488 
423 
Risk Management Liabilities - Long Term [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(75)
(101)
Net Risk Management Assets (Liabilities)
$ 75 
$ 101 
Derivatives (Realized and Unrealized Gains (Losses)) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Commodity derivatives [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Gain (Loss) on Sale of Derivatives
$ (490)
 
Gain on commodity derivatives, net
(39)
 
Unrealized Gain (Loss or Write-down) [Member] |
Commodity derivatives [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Gain (Loss) on Sale of Derivatives
(102)
176 
Interest Expense [Member] |
Commodity derivatives [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Gain (Loss) on Sale of Derivatives
(104)
 
Gain on commodity derivatives, net
(11)
 
Other Income [Member] |
Commodity derivatives [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Gain (Loss) on Sale of Derivatives
(284)
 
Gain on commodity derivatives, net
0 
 
Gathering And Processing [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Gain on commodity derivatives, net
$ (28)
$ (481)
Derivatives (Details Textual) (USD $)
12 Months Ended
Dec. 31, 2013
Derivative [Line Items]
 
Aggregate notional volume of our commodity derivative
3,100,000 
Interest Rate Swap [Member]
 
Derivative [Line Items]
 
Notional amount of interest rate swap
$ 100,000,000 
Weather Contract [Member]
 
Derivative [Line Items]
 
Potential proceeds from derivative contract
10,000,000 
Fair value of derivative
0 
Payment for weather derivative premium
(1,100,000)
Derivative term of contract
1 year 0 months 0 days 
Risk management assets
$ 200,000 
Fair Value Measurement (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Commodity Contract [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Carrying Amount
 
$ (70)
Estimated Fair Value
(98)
 
Commodity Contract [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Estimated Fair Value
(98)
(70)
Commodity Contract [Member] |
Level 1 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Estimated Fair Value
0 
0 
Commodity Contract [Member] |
Level 2 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Estimated Fair Value
(98)
(70)
Commodity Contract [Member] |
Level 3 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Estimated Fair Value
0 
0 
Interest Rate Swap [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Carrying Amount
 
(454)
Estimated Fair Value
(465)
 
Interest Rate Swap [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Estimated Fair Value
(465)
(454)
Interest Rate Swap [Member] |
Level 1 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Estimated Fair Value
0 
0 
Interest Rate Swap [Member] |
Level 2 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Estimated Fair Value
(465)
(454)
Interest Rate Swap [Member] |
Level 3 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Estimated Fair Value
$ 0 
$ 0 
Property, Plant and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Dec. 31, 2013
Mar. 31, 2014
Land [Member]
Dec. 31, 2013
Land [Member]
Mar. 31, 2014
Construction in progress [Member]
Dec. 31, 2013
Construction in progress [Member]
Mar. 31, 2014
Base gas [Member]
Dec. 31, 2013
Base gas [Member]
Mar. 31, 2014
Buildings and improvements [Member]
Dec. 31, 2013
Buildings and improvements [Member]
Mar. 31, 2014
Processing and treating plants [Member]
Dec. 31, 2013
Processing and treating plants [Member]
Mar. 31, 2014
Pipelines [Member]
Dec. 31, 2013
Pipelines [Member]
Mar. 31, 2014
Compressors [Member]
Dec. 31, 2013
Compressors [Member]
Mar. 31, 2014
Equipment [Member]
Dec. 31, 2013
Equipment [Member]
Mar. 31, 2014
Computer software [Member]
Dec. 31, 2013
Computer software [Member]
Mar. 31, 2014
Property, Plant And Equipment [Member]
Dec. 31, 2013
Property, Plant And Equipment [Member]
Mar. 31, 2014
Dock [Member]
Dec. 31, 2013
Dock [Member]
Mar. 31, 2014
Tanks, truck rack and piping [Member]
Dec. 31, 2013
Tanks, truck rack and piping [Member]
Mar. 31, 2014
Maximum [Member]
Buildings and improvements [Member]
Mar. 31, 2014
Maximum [Member]
Processing and treating plants [Member]
Mar. 31, 2014
Maximum [Member]
Pipelines [Member]
Mar. 31, 2014
Maximum [Member]
Compressors [Member]
Mar. 31, 2014
Maximum [Member]
Equipment [Member]
Mar. 31, 2014
Maximum [Member]
Computer software [Member]
Mar. 31, 2014
Minimum [Member]
Buildings and improvements [Member]
Mar. 31, 2014
Minimum [Member]
Processing and treating plants [Member]
Mar. 31, 2014
Minimum [Member]
Pipelines [Member]
Mar. 31, 2014
Minimum [Member]
Compressors [Member]
Mar. 31, 2014
Minimum [Member]
Equipment [Member]
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment gross
 
 
$ 6,017 
$ 6,015 
$ 6,978 
$ 6,443 
$ 1,108 
$ 1,108 
$ 5,358 
$ 5,109 
$ 97,799 
$ 97,106 
$ 292,498 
$ 239,826 
$ 11,822 
$ 11,793 
$ 8,076 
$ 6,293 
$ 3,598 
$ 3,531 
 
$ 407,598 
$ 7,954 
$ 7,942 
$ 22,432 
$ 22,432 
 
 
 
 
 
 
 
 
 
 
 
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
(98,388)
(95,088)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$ 365,252 
$ 312,510 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 463,640 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, Plant and Equipment (Details Textual) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Dec. 31, 2013
AlaTenn system [Member]
Dec. 31, 2012
AlaTenn system [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
Property plant and equipment gross
 
 
$ 100,500,000 
$ 100,500,000 
Capitalized interest
100,000 
100,000 
 
 
Depreciation
6,500,000 
5,700,000 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
0 
560,000 
 
 
Gain on involuntary conversion of property, plant and equipment
$ 0 
$ 421,000 
 
 
Debt Obligations (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Debt Disclosure [Abstract]
 
 
Revolving credit facility
$ 125,650 
$ 130,735 
Other debt
1,427 
2,048 
Long-term debt
127,077 
132,783 
Less: current portion
1,427 
2,048 
Long- term debt
$ 125,650 
$ 130,735 
Debt Obligations (Details Textual) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Dec. 31, 2013
Debt Instrument [Line Items]
 
 
 
Line of Credit Facility, Amount Outstanding Limit
$ 200,000,000 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Letter of credit outstanding
5,400,000 
 
4,800,000 
Payments on long-term debt
49,771,000 
17,585,000 
 
Revolving credit facility
125,650,000 
 
130,735,000 
Ratio of Indebtedness to Net Capital
3.13 
 
 
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage
0.50% 
 
 
Debt Instrument, Interest Coverage Ratio
2.50 
 
 
Debt, Weighted Average Interest Rate
4.40% 
4.34% 
 
Line of Credit Facility, Remaining Borrowing Capacity
69,000,000 
 
 
Proceeds from (Payments for) Other Financing Activities
2,500,000 
 
 
Debt Instrument, Periodic Payment
300,000 
 
 
Debt Issuance Cost
$ 6,600,000 
 
 
Maximum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Ratio of Indebtedness to Net Capital
5.75 
 
 
Federal Funds [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
0.50% 
 
 
Eurodollar [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
1.00% 
 
 
Insurance Premium Financing [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
3.95% 
 
 
Fiscal Quarter Ending December 31, 2014 [Member] |
Debt Instrument, Fourth Amendment [Member] |
Base Rate [Member] |
Maximum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
3.75% 
 
 
Fiscal Quarter Ending December 31, 2014 [Member] |
Debt Instrument, Fourth Amendment [Member] |
Base Rate [Member] |
Minimum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
1.50% 
 
 
Fiscal Quarter Ending December 31, 2014 [Member] |
Debt Instrument, Fourth Amendment [Member] |
Eurodollar [Member] |
Maximum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
4.75% 
 
 
Fiscal Quarter Ending December 31, 2014 [Member] |
Debt Instrument, Fourth Amendment [Member] |
Eurodollar [Member] |
Minimum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
2.50% 
 
 
Partners' Capital (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
May 8, 2014
Feb. 7, 2014
Dec. 31, 2013
Temporary Equity, Shares Outstanding
5,353,970 
 
5,353,970 
 
5,279,000 
Less: Comprehensive income attributable to noncontrolling interests
$ 108 
$ 155 
 
 
 
General partner interest units
235,129 
 
 
 
185,000 
Limited Partners' Capital Account, Units Outstanding
11,135,066 
 
 
 
7,414,000 
General partner interest, units issued
235,129 
 
 
49,678 
185,000 
AIM Midstream Holdings No. of units outstanding [Member]
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
7,414,000 
Limited partner subordinated units
 
 
 
 
185,000 
Series B [Member]
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
1,168,225 
 
1,168,225 
 
0 
Partners Capital (Details Textual) (USD $)
3 Months Ended 1 Months Ended 13 Months Ended 3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Feb. 21, 2014
Feb. 7, 2014
Feb. 5, 2014
Jan. 29, 2014
Dec. 31, 2013
Dec. 31, 2013
Partnership Interest [Member]
Apr. 25, 2014
Subsequent Event [Member]
Apr. 25, 2014
Subsequent Event [Member]
Mar. 31, 2014
Limited Partner [Member]
Mar. 31, 2013
Limited Partner [Member]
Mar. 31, 2014
General Partner [Member]
Mar. 31, 2013
General Partner [Member]
Mar. 31, 2014
Series B [Member]
Mar. 31, 2013
Series B [Member]
Dec. 31, 2013
Series B [Member]
Subsidiary, Sale of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants Not Settleable in Cash, Fair Value Disclosure
 
 
$ 23.89 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Member or Limited Partner, Cash Distributions Paid
6,700,000 
4,044,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive Distribution, Distribution
400,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Distributions
482,000 
80,000 
 
 
 
 
 
 
 
 
8,037,000 
3,964,000 
524,000 
80,000 
 
 
 
Partners Capital (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner interest
1.30% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest
98.70% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments on long-term debt
49,771,000 
17,585,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution announced
 
 
 
 
 
 
 
 
$ 0.4625 
$ 1.85 
 
 
 
 
 
 
 
Series A convertible preferred units
96,654,000 
 
 
 
 
 
94,811,000 
 
 
 
 
 
 
 
 
 
 
Other Ownership Interests, Units Outstanding
 
 
 
 
 
 
 
185,000 
 
 
 
 
 
 
 
 
 
Unitholder contributions
 
 
 
 
 
 
 
 
 
 
0 
 
1,276,000 
 
 
 
 
Limited Partners' Capital Account, Units Issued
11,135,066 
 
 
 
 
3,400,000 
7,414,000 
 
 
 
 
 
 
 
1,168,225 
 
0 
Series B Conversion Period
2 years 0 months 0 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sale of Stock, Price Per Share
$ 26.75 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
(86,926,000)
0 
 
 
 
 
 
 
 
 
86,926,000 
 
0 
 
(30,000,000)
0 
 
Accrued and in-kind unitholder distribution for Series A Units
1,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value, paid in kind distributions
$ 1,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General Partners' Capital Account, Units Issued
235,129 
 
 
49,678 
 
 
185,000 
 
 
 
 
 
 
 
 
 
 
Class of Warrant or Right, Number of Securities Called by Warrants or Rights
 
 
300,000 
 
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants
 
 
 
 
 
 
 
 
 
 
$ 7,164,000 
 
$ 7,164,000 
 
 
 
 
Class of Warrant or Right, Exercise Price of Warrants or Rights
 
 
 
 
0.01 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital (Calculation of Net Income (Loss) Per Limited Partner Unit) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Statement of Partners' Capital [Abstract]
 
 
Income (Loss) from Continuing Operations Attributable to Parent
$ 469 
$ (3,626)
Temporary Equity, Dividends, Adjustment
3,182 
 
Distribution Made to Member or Limited Partner, Cash Distributions Declared
5,379 
0 
Income (loss) from Discontinued Operations, Net of Tax, Available to Limited Partners
(68)
72 
Net Income (Loss) Allocated to Limited Partners, Diluted
(3,157)
(3,482)
Net income (loss) from continuing operations
577 
(3,471)
Less: Comprehensive income attributable to noncontrolling interests
108 
155 
General partner's distribution
482 
80 
(Loss) income from discontinued operations
9,846 
9,167 
Limited partners’ net (loss) income from continuing operations per unit (basic)
(0.31)
(0.39)
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic
(0.01)
0.01 
Limited partners’ net (loss) income per unit (basic)
(0.32)
(0.38)
General Partners' Capital Account, Period Undistributed Income (Loss) From Continuing Operations, Amount
(106)
(152)
Net Income (Loss) From Continuing Operatins, Attributable to Limited Partners
$ (3,089)
$ (3,554)
Long-Term Incentive Plan (Details)
In Thousands, unless otherwise specified
3 Months Ended 3 Months Ended
Mar. 31, 2014
Dec. 31, 2012
Mar. 31, 2013
Jun. 30, 2012
Mar. 31, 2012
Mar. 31, 2014
Maximum [Member]
Mar. 31, 2013
Maximum [Member]
Mar. 31, 2014
Minimum [Member]
Mar. 31, 2013
Minimum [Member]
Table Summarizes Unit Based Awards
 
 
 
 
 
 
 
 
 
Outstanding, Beginning period
225,287 
 
75,529 
101,949 
90,938 
 
 
 
 
Granted
174,691 
23,921 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period
0 
(2,427)
 
 
 
 
 
 
 
LTIP vesting, Shares
(24,933)
(10,483)
 
 
 
 
 
 
 
Outstanding, Ending period
 
 
75,529 
101,949 
90,938 
 
 
 
 
Fair Value Per Unit
 
 
 
 
 
26.71 
21.40 
24.05 
13.36 
Long Term Incentive Plan (Details Textual) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant
684,217 
 
855,089 
Long Term Incentive Plan (Additional Textual) [Abstract]
 
 
 
Grants Issued Under Long Term Incentive Plan
 
 
25.00% 
Equity compensation expense
$ 360,000 
$ 388,000 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Total Fair Value
600,000 
200,000 
 
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options
$ 4,100,000 
$ 1,300,000 
 
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition
 
 
3 years 5 months 0 days 
Income Tax (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Income Tax Disclosure [Abstract]
 
 
Income Tax Expense (Benefit), Continuing Operations
$ (11)
$ 0 
Effective Income Tax Rate, Continuing Operations
(1.90%)
 
Commitments and Contingencies (Details) (USD $)
3 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Feb. 21, 2014
Feb. 5, 2014
Mar. 31, 2014
Operating leases and service contract [Member]
Mar. 31, 2014
Assets retirement obligation [Member]
Feb. 5, 2014
AIM Midstream Holdings [Member]
Feb. 5, 2014
High Point Infrastructure Partners, LLC [Member]
Mar. 31, 2014
High Point Infrastructure Partners, LLC [Member]
Dec. 31, 2013
High Point Infrastructure Partners, LLC [Member]
Registration Payment Arrangement [Line Items]
 
 
 
 
 
 
 
 
 
 
Operating Leases, Rent Expense
$ (862,000)
$ (219,000)
 
 
 
 
 
 
 
 
Contractual Obligation
40,564,000 
 
 
 
5,737,000 
34,827,000 
 
 
 
 
Partners' Capital Account, Percentage
 
 
 
 
 
 
5.00% 
95.00% 
 
 
Operating Leases, Rent Expense, Sublease Rentals
500,000 
 
 
 
 
 
 
 
 
 
Future non-cancelable commitments related to certain contractual obligations
 
 
 
 
 
 
 
 
 
 
Contractual Obligation, Due in Next Twelve Months
732,000 
 
 
 
732,000 1
0 
 
 
 
 
Contractual Obligation, Due in Second Year
951,000 
 
 
 
951,000 1
0 
 
 
 
 
Contractual Obligation, Due in Third Year
8,643,000 
 
 
 
776,000 1
7,867,000 
 
 
 
 
Contractual Obligation, Due in Fourth Year
782,000 
 
 
 
782,000 1
0 
 
 
 
 
Contractual Obligation, Due in Fifth Year
724,000 
 
 
 
724,000 1
0 
 
 
 
 
Contractual Obligation, Due after Fifth Year
28,732,000 
 
 
 
1,772,000 1
26,960,000 
 
 
 
 
Incentive Distribution Right Allocation
 
 
 
 
 
 
 
 
100.00% 
85.02% 
Class of Warrant or Right, Number of Securities Called by Warrants or Rights
 
 
300,000 
300,000 
 
 
 
 
 
 
Class of Warrant or Right, Exercise Price of Warrants or Rights
 
 
 
0.01 
 
 
 
 
 
 
Costs Incurred, Asset Retirement Obligation Incurred
(190,000)
(10,000)
 
 
 
 
 
 
 
 
Nonoperating Income (Expense)
$ 1,052,000 
$ 229,000 
 
 
 
 
 
 
 
 
Commitments and Contingencies (Details 1) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Expenses related to operating leases, asset retirement obligations, land site Leases and right-of-way agreements
 
 
Operating leases
$ 862 
$ 219 
Asset retirement obligation
$ 190 
$ 10 
Related- Party Transactions (Details Textual) (American Midstream, L.L.C [Member], USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
American Midstream, L.L.C [Member]
 
 
Related Party Transaction [Line Items]
 
 
General and Administrative Expense
$ 5.0 
$ 2.7 
Business Development
$ (0.5)
$ 0.3 
Reporting Segments (Details) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Segment information
 
 
Revenue
$ 75,979,000 
$ 59,707,000 
Loss on commodity derivatives, net
(130,000)
(305,000)
Direct operating expenses
(8,850,000)
(4,803,000)
Segment Gross Margin
22,989,000 
12,476,000 
Selling, general and administrative expenses
5,593,000 
3,425,000 
Revenues
75,849,000 
59,402,000 
Natural Gas Midstream Costs
50,924,000 
47,301,000 
Equity compensation expense
360,000 
388,000 
Depreciation, Depletion and Amortization
7,632,000 
5,646,000 
Total operating expenses
73,359,000 
61,563,000 
Depreciation and accretion expense
6,500,000 
5,700,000 
Gain on involuntary conversion of property, plant and equipment
0 
421,000 
Loss on sale of assets, net
(21,000)
0 
Operating income (loss)
2,469,000 
(1,740,000)
(Loss) income from operations of disposal groups, net of tax
(69,000)
73,000 
Interest expense
(1,903,000)
(1,731,000)
Income Tax Expense (Benefit), Continuing Operations
(11,000)
0 
Net income (loss) from continuing operations
577,000 
(3,471,000)
Net income (loss)
508,000 
(3,398,000)
Less: Comprehensive income attributable to noncontrolling interests
108,000 
155,000 
Net income (loss) attributable to the Partnership
400,000 
(3,553,000)
Gathering And Processing [Member]
 
 
Segment information
 
 
Revenue
47,236,000 
45,068,000 
Loss on commodity derivatives, net
(130,000)
(305,000)
Gain on commodity derivatives, net
(28,000)
(481,000)
Direct operating expenses
4,057,000 
3,404,000 
Segment Gross Margin
10,036,000 
8,481,000 
Revenues
47,106,000 
44,763,000 
Natural Gas Midstream Costs
36,824,000 
36,700,000 
Transmission [Member]
 
 
Segment information
 
 
Revenue
25,129,000 
14,639,000 
Loss on commodity derivatives, net
0 
0 
Direct operating expenses
3,118,000 
1,399,000 
Segment Gross Margin
11,014,000 
3,995,000 
Revenues
25,129,000 
14,639,000 
Natural Gas Midstream Costs
14,100,000 
10,601,000 
Terminals [Member]
 
 
Segment information
 
 
Revenue
3,614,000 
 
Loss on commodity derivatives, net
0 
 
Direct operating expenses
1,675,000 
 
Segment Gross Margin
1,939,000 
 
Natural Gas Midstream Costs
$ 0 
 
Reporting Segments (Details Textual)
3 Months Ended
Mar. 31, 2014
segment
Segment Reporting Information [Line Items]
 
Number of Operating Segments
3 
Subsidiary Guarantors (Details) (USD $)
3 Months Ended 6 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Jun. 30, 2011
Dec. 31, 2013
Dec. 31, 2012
Guarantor Obligations [Line Items]
 
 
 
 
 
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest
 
 
100.00% 
 
 
Acquisition Costs, Period Cost
$ (110,909,000)
$ 0 
 
 
 
Current assets:
 
 
 
 
 
Accounts receivable
7,870,000 
 
 
6,822,000 
 
Unbilled revenue
24,900,000 
 
 
22,005,000 
 
Risk management assets
189,000 
 
 
473,000 
 
Other current assets
9,914,000 
 
 
7,497,000 
 
Assets Held-for-sale, Current
1,582,000 
 
 
1,268,000 
 
Total current assets
46,477,000 
 
 
38,458,000 
 
Derivative Assets, Noncurrent
0 
 
 
 
 
Property, plant and equipment, net
365,252,000 
 
 
312,510,000 
 
Notes Receivable, Related Parties, Noncurrent
0 
 
 
0 
 
Goodwill
16,253,000 
 
 
16,447,000 
 
Noncurrent assets held for sale, net
1,912,000 
 
 
1,914,000 
 
Investment in subsidiaries
0 
 
 
0 
 
Other assets
8,819,000 
 
 
9,064,000 
 
Intangible Assets, Net (Excluding Goodwill)
50,692,000 
 
 
3,682,000 
 
Deferred Tax Assets, Gross
0 
 
 
 
 
Total assets
489,405,000 
 
 
382,075,000 
 
Current liabilities:
 
 
 
 
 
Accounts payable
1,592,000 
 
 
3,261,000 
 
Accrued gas purchases
17,534,000 
 
 
16,394,000 
 
Risk management liabilities
488,000 
 
 
423,000 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,383,000 
 
 
1,106,000 
 
Less: current portion
1,427,000 
 
 
2,048,000 
 
Asset retirement cost
34,827,000 
 
 
34,636,000 
 
Other Liabilities, Noncurrent
270,000 
 
 
191,000 
 
Long- term debt, excluding current maturities
125,650,000 
 
 
130,735,000 
 
Total liabilities
203,839,000 
 
 
208,797,000 
 
Series A convertible preferred units
96,654,000 
 
 
94,811,000 
 
Partners' Capital
184,303,000 
 
 
73,839,000 
 
Non-controlling interest
4,609,000 
 
 
4,628,000 
 
Total liabilities and partners’ capital
188,912,000 
 
 
78,467,000 
 
Total liabilities, partners’ capital and non-controlling interest
489,405,000 
 
 
382,075,000 
 
Revenues:
 
 
 
 
 
Revenue
75,979,000 
59,707,000 
 
 
 
Loss on commodity derivatives, net
(130,000)
(305,000)
 
 
 
Total revenue
75,849,000 
59,402,000 
 
 
 
Natural Gas Midstream Costs
50,924,000 
47,301,000 
 
 
 
Direct Operating Costs
8,850,000 
4,803,000 
 
 
 
Selling, General and Administrative Expense
5,593,000 
3,425,000 
 
 
 
Allocated Share-based Compensation Expense
360,000 
388,000 
 
 
 
Operating Expenses:
 
 
 
 
 
Depreciation, Depletion and Amortization
7,632,000 
5,646,000 
 
 
 
Total operating expenses
73,359,000 
61,563,000 
 
 
 
Loss on sale of assets, net
(21,000)
0 
 
 
 
Gain on involuntary conversion of property, plant and equipment
0 
421,000 
 
 
 
Operating income (loss)
2,469,000 
(1,740,000)
 
 
 
Loss on impairment of property, plant and equipment
0 
0 
 
 
 
Other Income (expenses):
 
 
 
 
 
Interest Expense
(1,903,000)
(1,731,000)
 
 
 
Net (loss) income from continuing operations
577,000 
(3,471,000)
 
 
 
(Loss) income from operations of disposal groups, net of tax
(69,000)
73,000 
 
 
 
Net income (loss) attributable to the Partnership
400,000 
(3,553,000)
 
 
 
Less: Comprehensive income attributable to noncontrolling interests
108,000 
155,000 
 
 
 
Net income (loss)
508,000 
(3,398,000)
 
 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
566,000 
(3,471,000)
 
 
 
Income Tax Expense (Benefit), Continuing Operations
(11,000)
0 
 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
Net cash provided (used) in operating activities
(3,554,000)
(1,103,000)
 
 
 
Cash flows from investing activities
 
 
 
 
 
Additions to property, plant and equipment
(3,928,000)
(8,052,000)
 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
0 
560,000 
 
 
 
Proceeds from Sale of Property, Plant, and Equipment
6,135,000 
0 
 
 
 
Net contributions from affiliates
0 
0 
 
 
 
Net distributions to affiliates
0 
0 
 
 
 
Net cash provided (used) in investing activities
(108,702,000)
(7,492,000)
 
 
 
Cash flows from financing activities
 
 
 
 
 
Net distributions to affiliates
0 
0 
 
 
 
Net distributions to affiliates
0 
0 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
86,926,000 
0 
 
 
 
Proceeds from Partnership Contribution
1,276,000 
0 
 
 
 
Unit holder distributions
(6,700,000)
(4,044,000)
 
 
 
Net distributions to non-controlling interest owners
(98,000)
(210,000)
 
 
 
Deferred debt issuance costs
(144,000)
(912,000)
 
 
 
Payments on other debt
(791,000)
(358,000)
 
 
 
Borrowings on other debt
170,000 
1,476,000 
 
 
 
Payments on long-term debt
(49,771,000)
(17,585,000)
 
 
 
Borrowings on long-term debt
44,686,000 
27,565,000 
 
 
 
Net cash provided (used) in financing activities
106,777,000 
5,858,000 
 
 
 
Cash and Cash Equivalents, Period Increase (Decrease)
1,629,000 
(531,000)
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
End of period
2,022,000 
 
 
393,000 
 
Supplemental cash flow information
 
 
 
 
 
Interest payments
1,781,000 
1,487,000 
 
 
 
Supplemental non-cash information
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
(1,474,000)
(3,977,000)
 
 
 
Accrued and in-kind unitholder distribution for Series A Units
1,300,000 
 
 
 
 
Cash and cash equivalents, including discontinued operations
2,022,000 
45,000 
 
393,000 
576,000 
Noncontrolling Interest, Ownership Percentage by Parent
92.20% 
 
 
 
 
Unrealized gain (loss) on post retirement benefit plan assets and liabilities
 
(13,000)
 
 
 
Other comprehensive income (loss)
36,000 
 
 
 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
544,000 
(3,411,000)
 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
436,000 
(3,566,000)
 
 
 
Accrued Liabilities and Other Liabilities
15,969,000 
 
 
15,058,000 
 
Liabilities, Current
38,393,000 
 
 
38,290,000 
 
Risk management liabilities
75,000 
 
 
101,000 
 
Deferred Tax Liabilities, Net
4,542,000 
 
 
4,749,000 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
82,000 
 
 
95,000 
 
Partners' Capital Account, Distributions
482,000 
80,000 
 
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
(8,000)
0 
 
 
 
Distribution Made to Member or Limited Partner, Cash Distributions Declared
5,379,000 
0 
 
 
 
American Midstream Finance Corporation [Member]
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest
100.00% 
 
 
 
 
Parent Company [Member]
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
Acquisition Costs, Period Cost
0 
 
 
 
 
Current assets:
 
 
 
 
 
Accounts receivable
0 
 
 
0 
 
Unbilled revenue
0 
 
 
0 
 
Risk management assets
0 
 
 
0 
 
Other current assets
0 
 
 
84,000 
 
Assets Held-for-sale, Current
0 
 
 
0 
 
Total current assets
1,000 
 
 
85,000 
 
Derivative Assets, Noncurrent
0 
 
 
 
 
Property, plant and equipment, net
0 
 
 
0 
 
Notes Receivable, Related Parties, Noncurrent
27,315,000 
 
 
27,315,000 
 
Goodwill
0 
 
 
0 
 
Noncurrent assets held for sale, net
0 
 
 
0 
 
Investment in subsidiaries
255,005,000 
 
 
142,758,000 
 
Other assets
0 
 
 
0 
 
Intangible Assets, Net (Excluding Goodwill)
0 
 
 
0 
 
Deferred Tax Assets, Gross
0 
 
 
 
 
Total assets
282,321,000 
 
 
170,158,000 
 
Current liabilities:
 
 
 
 
 
Accounts payable
25,000 
 
 
30,000 
 
Accrued gas purchases
0 
 
 
0 
 
Risk management liabilities
0 
 
 
0 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
0 
 
 
0 
 
Less: current portion
0 
 
 
0 
 
Asset retirement cost
0 
 
 
0 
 
Other Liabilities, Noncurrent
0 
 
 
0 
 
Long- term debt, excluding current maturities
0 
 
 
0 
 
Total liabilities
1,364,000 
 
 
1,508,000 
 
Series A convertible preferred units
96,654,000 
 
 
94,811,000 
 
Partners' Capital
184,303,000 
 
 
73,839,000 
 
Non-controlling interest
0 
 
 
0 
 
Total liabilities and partners’ capital
184,303,000 
 
 
73,839,000 
 
Total liabilities, partners’ capital and non-controlling interest
282,321,000 
 
 
170,158,000 
 
Revenues:
 
 
 
 
 
Revenue
0 
0 
 
 
 
Loss on commodity derivatives, net
0 
0 
 
 
 
Total revenue
0 
0 
 
 
 
Natural Gas Midstream Costs
0 
0 
 
 
 
Direct Operating Costs
0 
0 
 
 
 
Selling, General and Administrative Expense
0 
0 
 
 
 
Allocated Share-based Compensation Expense
0 
0 
 
 
 
Operating Expenses:
 
 
 
 
 
Depreciation, Depletion and Amortization
0 
0 
 
 
 
Total operating expenses
0 
0 
 
 
 
Loss on sale of assets, net
0 
 
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
0 
 
 
 
Operating income (loss)
0 
0 
 
 
 
Loss on impairment of property, plant and equipment
(181,000)
(3,553,000)
 
 
 
Other Income (expenses):
 
 
 
 
 
Interest Expense
 
0 
 
 
 
Interest Income (Expense), Net
581,000 
 
 
 
 
Net (loss) income from continuing operations
400,000 
(3,553,000)
 
 
 
(Loss) income from operations of disposal groups, net of tax
0 
0 
 
 
 
Net income (loss) attributable to the Partnership
400,000 
(3,553,000)
 
 
 
Less: Comprehensive income attributable to noncontrolling interests
0 
0 
 
 
 
Net income (loss)
400,000 
(3,553,000)
 
 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
400,000 
 
 
 
 
Income Tax Expense (Benefit), Continuing Operations
0 
 
 
 
 
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 
 
 
 
Proceeds from Sale of Property, Plant, and Equipment
0 
 
 
 
 
Net contributions from affiliates
5,379,000 
4,044,000 
 
 
 
Net distributions to affiliates
(118,202,000)
0 
 
 
 
Net cash provided (used) in investing activities
(112,823,000)
4,044,000 
 
 
 
Cash flows from financing activities
 
 
 
 
 
Net distributions to affiliates
0 
0 
 
 
 
Net distributions to affiliates
0 
0 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
86,926,000 
 
 
 
 
Proceeds from Partnership Contribution
1,276,000 
0 
 
 
 
Unit holder distributions
(5,379,000)
(4,044,000)
 
 
 
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 
0 
 
 
 
Borrowings on other debt
0 
0 
 
 
 
Payments on long-term debt
0 
0 
 
 
 
Borrowings on long-term debt
0 
0 
 
 
 
Net cash provided (used) in financing activities
112,823,000 
(4,044,000)
 
 
 
Cash and Cash Equivalents, Period Increase (Decrease)
0 
0 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
End of period
1,000 
 
 
1,000 
 
Supplemental cash flow information
 
 
 
 
 
Interest payments
0 
0 
 
 
 
Supplemental non-cash information
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
0 
0 
 
 
 
Cash and cash equivalents, including discontinued operations
1,000 
1,000 
 
1,000 
1,000 
Unrealized gain (loss) on post retirement benefit plan assets and liabilities
36,000 
(13,000)
 
 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
436,000 
(3,566,000)
 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
436,000 
(3,566,000)
 
 
 
Accrued Liabilities and Other Liabilities
1,339,000 
 
 
1,478,000 
 
Liabilities, Current
1,364,000 
 
 
1,508,000 
 
Risk management liabilities
0 
 
 
0 
 
Deferred Tax Liabilities, Net
0 
 
 
0 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
0 
 
 
0 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
0 
 
 
 
 
Guarantor Subsidiaries [Member]
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
Acquisition Costs, Period Cost
(110,909,000)
 
 
 
 
Current assets:
 
 
 
 
 
Accounts receivable
4,385,000 
 
 
4,461,000 
 
Unbilled revenue
20,707,000 
 
 
17,325,000 
 
Risk management assets
189,000 
 
 
473,000 
 
Other current assets
9,514,000 
 
 
6,942,000 
 
Assets Held-for-sale, Current
1,582,000 
 
 
1,268,000 
 
Total current assets
38,398,000 
 
 
30,861,000 
 
Derivative Assets, Noncurrent
0 
 
 
 
 
Property, plant and equipment, net
307,996,000 
 
 
254,465,000 
 
Notes Receivable, Related Parties, Noncurrent
0 
 
 
0 
 
Goodwill
16,253,000 
 
 
16,447,000 
 
Noncurrent assets held for sale, net
1,912,000 
 
 
1,914,000 
 
Investment in subsidiaries
58,310,000 
 
 
57,750,000 
 
Other assets
8,093,000 
 
 
8,321,000 
 
Intangible Assets, Net (Excluding Goodwill)
50,692,000 
 
 
3,682,000 
 
Deferred Tax Assets, Gross
0 
 
 
 
 
Total assets
481,654,000 
 
 
373,440,000 
 
Current liabilities:
 
 
 
 
 
Accounts payable
1,519,000 
 
 
2,902,000 
 
Accrued gas purchases
14,933,000 
 
 
13,290,000 
 
Risk management liabilities
488,000 
 
 
423,000 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,383,000 
 
 
1,106,000 
 
Less: current portion
1,427,000 
 
 
2,048,000 
 
Asset retirement cost
34,352,000 
 
 
34,164,000 
 
Other Liabilities, Noncurrent
270,000 
 
 
191,000 
 
Long- term debt, excluding current maturities
152,965,000 
 
 
158,050,000 
 
Total liabilities
226,649,000 
 
 
230,682,000 
 
Series A convertible preferred units
0 
 
 
0 
 
Partners' Capital
255,005,000 
 
 
142,758,000 
 
Non-controlling interest
0 
 
 
0 
 
Total liabilities and partners’ capital
255,005,000 
 
 
142,758,000 
 
Total liabilities, partners’ capital and non-controlling interest
481,654,000 
 
 
373,440,000 
 
Revenues:
 
 
 
 
 
Revenue
64,413,000 
48,022,000 
 
 
 
Loss on commodity derivatives, net
(103,000)
(305,000)
 
 
 
Total revenue
64,310,000 
47,717,000 
 
 
 
Natural Gas Midstream Costs
41,757,000 
38,346,000 
 
 
 
Direct Operating Costs
7,828,000 
3,718,000 
 
 
 
Selling, General and Administrative Expense
5,593,000 
3,425,000 
 
 
 
Allocated Share-based Compensation Expense
360,000 
388,000 
 
 
 
Operating Expenses:
 
 
 
 
 
Depreciation, Depletion and Amortization
7,212,000 
5,232,000 
 
 
 
Total operating expenses
62,750,000 
51,109,000 
 
 
 
Loss on sale of assets, net
(21,000)
 
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
421,000 
 
 
 
Operating income (loss)
1,539,000 
(2,971,000)
 
 
 
Loss on impairment of property, plant and equipment
822,000 
1,076,000 
 
 
 
Other Income (expenses):
 
 
 
 
 
Interest Expense
 
(1,731,000)
 
 
 
Interest Income (Expense), Net
(2,484,000)
 
 
 
 
Net (loss) income from continuing operations
(112,000)
(3,626,000)
 
 
 
(Loss) income from operations of disposal groups, net of tax
(69,000)
73,000 
 
 
 
Net income (loss) attributable to the Partnership
(181,000)
(3,553,000)
 
 
 
Less: Comprehensive income attributable to noncontrolling interests
0 
0 
 
 
 
Net income (loss)
(181,000)
(3,553,000)
 
 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
(123,000)
 
 
 
 
Income Tax Expense (Benefit), Continuing Operations
11,000 
 
 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
Net cash provided (used) in operating activities
3,534,000 
(127,000)
 
 
 
Cash flows from investing activities
 
 
 
 
 
Additions to property, plant and equipment
(4,297,000)
(7,995,000)
 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
 
560,000 
 
 
 
Proceeds from Sale of Property, Plant, and Equipment
6,135,000 
 
 
 
 
Net contributions from affiliates
0 
0 
 
 
 
Net distributions to affiliates
0 
0 
 
 
 
Net cash provided (used) in investing activities
(109,071,000)
(7,435,000)
 
 
 
Cash flows from financing activities
 
 
 
 
 
Net distributions to affiliates
118,202,000 
0 
 
 
 
Net distributions to affiliates
(5,088,000)
(3,081,000)
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
 
 
Proceeds from Partnership Contribution
0 
0 
 
 
 
Unit holder distributions
0 
0 
 
 
 
Net distributions to non-controlling interest owners
0 
0 
 
 
 
LTIP tax netting unit repurchase
(90,000)
(74,000)
 
 
 
Deferred debt issuance costs
(144,000)
(912,000)
 
 
 
Payments on other debt
(791,000)
(358,000)
 
 
 
Borrowings on other debt
170,000 
1,476,000 
 
 
 
Payments on long-term debt
(49,771,000)
(17,585,000)
 
 
 
Borrowings on long-term debt
44,686,000 
27,565,000 
 
 
 
Net cash provided (used) in financing activities
107,166,000 
7,031,000 
 
 
 
Cash and Cash Equivalents, Period Increase (Decrease)
1,629,000 
(531,000)
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
End of period
2,021,000 
 
 
392,000 
 
Supplemental cash flow information
 
 
 
 
 
Interest payments
1,781,000 
1,487,000 
 
 
 
Supplemental non-cash information
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
(1,474,000)
(3,977,000)
 
 
 
Cash and cash equivalents, including discontinued operations
2,021,000 
44,000 
 
392,000 
575,000 
Unrealized gain (loss) on post retirement benefit plan assets and liabilities
36,000 
(13,000)
 
 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
(145,000)
(3,566,000)
 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
(145,000)
(3,566,000)
 
 
 
Accrued Liabilities and Other Liabilities
14,613,000 
 
 
13,563,000 
 
Liabilities, Current
34,363,000 
 
 
33,332,000 
 
Risk management liabilities
75,000 
 
 
101,000 
 
Deferred Tax Liabilities, Net
4,542,000 
 
 
4,749,000 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
82,000 
 
 
95,000 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
(8,000)
 
 
 
 
Non-Guarantor Subsidiaries [Member]
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
Acquisition Costs, Period Cost
0 
 
 
 
 
Current assets:
 
 
 
 
 
Accounts receivable
3,485,000 
 
 
2,361,000 
 
Unbilled revenue
4,193,000 
 
 
4,680,000 
 
Risk management assets
0 
 
 
0 
 
Other current assets
400,000 
 
 
555,000 
 
Assets Held-for-sale, Current
0 
 
 
0 
 
Total current assets
8,078,000 
 
 
7,596,000 
 
Derivative Assets, Noncurrent
0 
 
 
 
 
Property, plant and equipment, net
57,256,000 
 
 
58,045,000 
 
Notes Receivable, Related Parties, Noncurrent
0 
 
 
0 
 
Goodwill
0 
 
 
0 
 
Noncurrent assets held for sale, net
0 
 
 
0 
 
Investment in subsidiaries
0 
 
 
0 
 
Other assets
726,000 
 
 
743,000 
 
Intangible Assets, Net (Excluding Goodwill)
0 
 
 
0 
 
Deferred Tax Assets, Gross
0 
 
 
 
 
Total assets
66,060,000 
 
 
66,384,000 
 
Current liabilities:
 
 
 
 
 
Accounts payable
48,000 
 
 
329,000 
 
Accrued gas purchases
2,601,000 
 
 
3,104,000 
 
Risk management liabilities
0 
 
 
0 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
0 
 
 
0 
 
Less: current portion
0 
 
 
0 
 
Asset retirement cost
475,000 
 
 
472,000 
 
Other Liabilities, Noncurrent
0 
 
 
0 
 
Long- term debt, excluding current maturities
0 
 
 
0 
 
Total liabilities
3,141,000 
 
 
4,006,000 
 
Series A convertible preferred units
0 
 
 
0 
 
Partners' Capital
58,310,000 
 
 
57,750,000 
 
Non-controlling interest
4,609,000 
 
 
4,628,000 
 
Total liabilities and partners’ capital
62,919,000 
 
 
62,378,000 
 
Total liabilities, partners’ capital and non-controlling interest
66,060,000 
 
 
66,384,000 
 
Revenues:
 
 
 
 
 
Revenue
11,566,000 
13,648,000 
 
 
 
Loss on commodity derivatives, net
(27,000)
0 
 
 
 
Total revenue
11,539,000 
13,648,000 
 
 
 
Natural Gas Midstream Costs
9,167,000 
10,918,000 
 
 
 
Direct Operating Costs
1,022,000 
1,085,000 
 
 
 
Selling, General and Administrative Expense
0 
0 
 
 
 
Allocated Share-based Compensation Expense
0 
0 
 
 
 
Operating Expenses:
 
 
 
 
 
Depreciation, Depletion and Amortization
420,000 
414,000 
 
 
 
Total operating expenses
10,609,000 
12,417,000 
 
 
 
Loss on sale of assets, net
0 
 
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
0 
 
 
 
Operating income (loss)
930,000 
1,231,000 
 
 
 
Loss on impairment of property, plant and equipment
0 
0 
 
 
 
Other Income (expenses):
 
 
 
 
 
Interest Expense
0 
0 
 
 
 
Net (loss) income from continuing operations
930,000 
1,231,000 
 
 
 
(Loss) income from operations of disposal groups, net of tax
0 
0 
 
 
 
Net income (loss) attributable to the Partnership
822,000 
1,076,000 
 
 
 
Less: Comprehensive income attributable to noncontrolling interests
108,000 
155,000 
 
 
 
Net income (loss)
930,000 
1,231,000 
 
 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
930,000 
 
 
 
 
Income Tax Expense (Benefit), Continuing Operations
0 
 
 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
Net cash provided (used) in operating activities
20,000 
1,230,000 
 
 
 
Cash flows from investing activities
 
 
 
 
 
Additions to property, plant and equipment
369,000 
(57,000)
 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
 
0 
 
 
 
Proceeds from Sale of Property, Plant, and Equipment
0 
 
 
 
 
Net contributions from affiliates
0 
0 
 
 
 
Net distributions to affiliates
0 
0 
 
 
 
Net cash provided (used) in investing activities
369,000 
(57,000)
 
 
 
Cash flows from financing activities
 
 
 
 
 
Net distributions to affiliates
0 
0 
 
 
 
Net distributions to affiliates
(291,000)
(963,000)
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
 
 
Proceeds from Partnership Contribution
0 
0 
 
 
 
Unit holder distributions
0 
0 
 
 
 
Net distributions to non-controlling interest owners
(98,000)
(210,000)
 
 
 
LTIP tax netting unit repurchase
0 
0 
 
 
 
Deferred debt issuance costs
0 
0 
 
 
 
Payments on other debt
0 
0 
 
 
 
Borrowings on other debt
0 
0 
 
 
 
Payments on long-term debt
0 
0 
 
 
 
Borrowings on long-term debt
0 
0 
 
 
 
Net cash provided (used) in financing activities
(389,000)
(1,173,000)
 
 
 
Cash and Cash Equivalents, Period Increase (Decrease)
0 
0 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
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 
 
 
 
Cash and cash equivalents, including discontinued operations
0 
0 
 
0 
0 
Unrealized gain (loss) on post retirement benefit plan assets and liabilities
0 
0 
 
 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
930,000 
1,231,000 
 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
822,000 
1,076,000 
 
 
 
Accrued Liabilities and Other Liabilities
17,000 
 
 
101,000 
 
Liabilities, Current
2,666,000 
 
 
3,534,000 
 
Risk management liabilities
0 
 
 
0 
 
Deferred Tax Liabilities, Net
0 
 
 
0 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
0 
 
 
0 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
0 
 
 
 
 
Consolidation, Eliminations [Member]
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
Acquisition Costs, Period Cost
0 
 
 
 
 
Current assets:
 
 
 
 
 
Accounts receivable
0 
 
 
0 
 
Unbilled revenue
0 
 
 
0 
 
Risk management assets
0 
 
 
0 
 
Other current assets
0 
 
 
(84,000)
 
Assets Held-for-sale, Current
0 
 
 
0 
 
Total current assets
0 
 
 
(84,000)
 
Derivative Assets, Noncurrent
0 
 
 
 
 
Property, plant and equipment, net
0 
 
 
0 
 
Notes Receivable, Related Parties, Noncurrent
(27,315,000)
 
 
(27,315,000)
 
Goodwill
0 
 
 
0 
 
Noncurrent assets held for sale, net
0 
 
 
0 
 
Investment in subsidiaries
(313,315,000)
 
 
(200,508,000)
 
Other assets
0 
 
 
0 
 
Intangible Assets, Net (Excluding Goodwill)
0 
 
 
0 
 
Deferred Tax Assets, Gross
0 
 
 
 
 
Total assets
(340,630,000)
 
 
(227,907,000)
 
Current liabilities:
 
 
 
 
 
Accounts payable
0 
 
 
0 
 
Accrued gas purchases
0 
 
 
0 
 
Risk management liabilities
0 
 
 
0 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
0 
 
 
0 
 
Less: current portion
0 
 
 
0 
 
Asset retirement cost
0 
 
 
0 
 
Other Liabilities, Noncurrent
0 
 
 
0 
 
Long- term debt, excluding current maturities
(27,315,000)
 
 
(27,315,000)
 
Total liabilities
(27,315,000)
 
 
(27,399,000)
 
Series A convertible preferred units
0 
 
 
0 
 
Partners' Capital
(313,315,000)
 
 
(200,508,000)
 
Non-controlling interest
0 
 
 
0 
 
Total liabilities and partners’ capital
(313,315,000)
 
 
(200,508,000)
 
Total liabilities, partners’ capital and non-controlling interest
(340,630,000)
 
 
(227,907,000)
 
Revenues:
 
 
 
 
 
Revenue
0 
(1,963,000)
 
 
 
Loss on commodity derivatives, net
0 
0 
 
 
 
Total revenue
0 
(1,963,000)
 
 
 
Natural Gas Midstream Costs
0 
(1,963,000)
 
 
 
Direct Operating Costs
0 
0 
 
 
 
Selling, General and Administrative Expense
0 
0 
 
 
 
Allocated Share-based Compensation Expense
0 
0 
 
 
 
Operating Expenses:
 
 
 
 
 
Depreciation, Depletion and Amortization
0 
0 
 
 
 
Total operating expenses
0 
(1,963,000)
 
 
 
Loss on sale of assets, net
0 
 
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
0 
 
 
 
Operating income (loss)
0 
0 
 
 
 
Loss on impairment of property, plant and equipment
(641,000)
2,477,000 
 
 
 
Other Income (expenses):
 
 
 
 
 
Interest Expense
0 
0 
 
 
 
Net (loss) income from continuing operations
(641,000)
2,477,000 
 
 
 
(Loss) income from operations of disposal groups, net of tax
0 
0 
 
 
 
Net income (loss) attributable to the Partnership
(641,000)
2,477,000 
 
 
 
Less: Comprehensive income attributable to noncontrolling interests
0 
0 
 
 
 
Net income (loss)
(641,000)
2,477,000 
 
 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
(641,000)
 
 
 
 
Income Tax Expense (Benefit), Continuing Operations
0 
 
 
 
 
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 
 
 
 
Proceeds from Sale of Property, Plant, and Equipment
0 
 
 
 
 
Net contributions from affiliates
(5,379,000)
(4,044,000)
 
 
 
Net distributions to affiliates
(118,202,000)
0 
 
 
 
Net cash provided (used) in investing activities
112,823,000 
(4,044,000)
 
 
 
Cash flows from financing activities
 
 
 
 
 
Net distributions to affiliates
(118,202,000)
0 
 
 
 
Net distributions to affiliates
5,379,000 
4,044,000 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
 
 
Proceeds from Partnership Contribution
0 
0 
 
 
 
Unit holder distributions
0 
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 
0 
 
 
 
Borrowings on other debt
0 
0 
 
 
 
Payments on long-term debt
0 
0 
 
 
 
Borrowings on long-term debt
0 
0 
 
 
 
Net cash provided (used) in financing activities
(112,823,000)
4,044,000 
 
 
 
Cash and Cash Equivalents, Period Increase (Decrease)
0 
0 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
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 
 
 
 
Cash and cash equivalents, including discontinued operations
0 
0 
 
0 
0 
Unrealized gain (loss) on post retirement benefit plan assets and liabilities
(36,000)
13,000 
 
 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
(677,000)
2,490,000 
 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
(677,000)
2,490,000 
 
 
 
Accrued Liabilities and Other Liabilities
0 
 
 
(84,000)
 
Liabilities, Current
0 
 
 
(84,000)
 
Risk management liabilities
0 
 
 
0 
 
Deferred Tax Liabilities, Net
0 
 
 
0 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
0 
 
 
0 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
0 
 
 
 
 
Non-controlling Interest
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Partners' Capital
4,609,000 
7,383,000 
 
4,628,000 
7,438,000 
Cash flows from financing activities
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
 
 
Net distributions to non-controlling interest owners
(98,000)
(210,000)
 
 
 
Supplemental non-cash information
 
 
 
 
 
Other comprehensive income (loss)
0 
0 
 
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
29,000 
 
 
 
 
Series B [Member]
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
30,000,000 
0 
 
 
 
Series B [Member] |
Guarantor Subsidiaries [Member]
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
 
 
Series B [Member] |
Non-Guarantor Subsidiaries [Member]
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
 
 
Series B [Member] |
Consolidation, Eliminations [Member]
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
 
 
Series B [Member] |
Parent [Member]
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
$ 30,000,000 
 
 
 
 
Subsequent Events (Details) (Subsequent Event [Member], USD $)
1 Months Ended 13 Months Ended
Apr. 25, 2014
Apr. 25, 2014
Subsequent Event [Member]
 
 
Business Acquisition [Line Items]
 
 
Distribution announced
$ 0.4625 
$ 1.85