AMERICAN MIDSTREAM PARTNERS, LP, 10-Q filed on 8/14/2013
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2013
Jul. 31, 2013
Document and Entity Information [Abstract]
 
 
Entity Registrant Name
American Midstream Partners, LP 
 
Entity Central Index Key
0001513965 
 
Document Type
10-Q 
 
Document Period End Date
Jun. 30, 2013 
 
Amendment Flag
false 
 
Document Fiscal Year Focus
2013 
 
Document Fiscal Period Focus
Q2 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Non-accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
4,696,666 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Current assets
 
 
Cash and cash equivalents
$ 423 
$ 576 
Accounts receivable
3,222 
1,958 
Unbilled revenue
25,479 
21,512 
Risk management assets
2,082 
969 
Other current assets
5,530 
3,226 
Total current assets
36,736 
28,241 
Property, plant and equipment, net
282,953 
223,819 
Noncurrent assets held for sale, net
874 
0 
Other assets, net
6,380 
4,636 
Total assets
326,943 
256,696 
Current liabilities
 
 
Accounts payable
6,183 
5,527 
Accrued gas purchases
19,381 
17,034 
Accrued expenses and other current liabilities
12,826 
9,619 
Current portion of long-term debt
1,250 
0 
Risk management liabilities
290 
0 
Total current liabilities
39,930 
32,180 
Risk Management, Non Current Liabilities
28 
0 
Asset Retirement Obligation
34,250 
8,319 
Other liabilities
188 
309 
Long- term debt
123,660 
128,285 
Total liabilities
198,056 
169,093 
Commitments and contingencies
   
   
Series A convertible preferred units (5,143 thousand units issued and outstanding as of June 30, 2013)
91,073 
0 
Partners' capital
 
 
General partner interest (185 thousand units issued and outstanding as of June 30, 2013 and December 31, 2012)
(129)
548 
Limited partner interest (9,209 and 9,165 thousand units issued and outstanding as of June 30, 2013 and December 31, 2012, respectively)
30,310 
79,266 
Accumulated other comprehensive income
295 
351 
Total partners’ capital
30,476 
80,165 
Noncontrolling interests
7,338 
7,438 
Total equity and partners' capital
37,814 
87,603 
Total liabilities, equity and partners' capital
$ 326,943 
$ 256,696 
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Statement of Financial Position [Abstract]
 
 
Series A convertible preferred, units issued
5,143 
0 
Series A convertible preferred, units outstanding
5,143 
0 
General partner interest, units issued
185 
185 
General partner interest units outstanding
185 
185 
Limited partners, units issued
9,209 
9,165 
Limited partner common units outstanding
9,209 
9,165 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Income Statement [Abstract]
 
 
 
 
Revenue
$ 73,828 
$ 39,487 
$ 133,613 
$ 84,077 
Gain on commodity derivatives, net
914 
3,835 
609 
4,103 
Total revenue
74,742 
43,322 
134,222 
88,180 
Operating expenses:
 
 
 
 
Purchases of natural gas, NGLs and condensate
57,396 
27,942 
104,698 
58,711 
Direct operating expenses
7,121 
3,194 
11,923 
6,079 
Selling, general and administrative expenses
4,588 
3,668 
8,013 
6,997 
Equity compensation expense
1,097 
467 
1,485 
798 
Depreciation and accretion expense
6,698 
5,092 
12,344 
10,218 
Total operating expenses
76,900 
40,363 
138,463 
82,803 
Gain on involuntary conversion of property, plant and equipment
0 
0 
343 
0 
Gain on sale of assets, net
0 
117 
0 
122 
Loss on impairment of property, plant and equipment
(15,232)
0 
(15,232)
0 
Operating (loss) income
(17,390)
3,076 
(19,130)
5,499 
Interest expense
(2,190)
(825)
(3,921)
(1,582)
Net (loss) income from continuing operations
(19,580)
2,251 
(23,051)
3,917 
(Loss) gain from operations of disposal groups
(1,869)
76 
(1,796)1
101 1
Net (loss) income
(21,449)
2,327 
(24,847)
4,018 
Other income (expenses):
 
 
 
 
Net income attributable to noncontrolling interests
188 
0 
343 
0 
Net (loss) income attributable to the Partnership
(21,637)
2,327 
(25,190)
4,018 
General partners' interest in net (loss) income
(428)
46 
(497)
80 
Limited partners’ interest in net (loss) income
$ (21,209)
$ 2,281 
$ (24,693)
$ 3,938 
Limited partners’ net (loss) income from continuing operations per unit (basic)
(4.00)
0.24 
(4.39)
0.42 
Limited partners’ net (loss) income per unit (basic)
(4.20)
0.25 
(4.58)
0.43 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic)
9,198 
9,107 
9,183 
9,100 
Limited partners’ net (loss) income from continuing operations per unit (diluted)
(4.00)
0.24 
(4.39)
0.41 
Limited partners’ net (loss) income per unit (diluted)
(4.20)
0.25 
(4.58)
0.43 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (diluted) (See Note 10)
9,198 
9,276 
9,183 
9,263 
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Statement of Other Comprehensive Income [Abstract]
 
 
 
 
Net (loss) income
$ (21,449)
$ 2,327 
$ (24,847)
$ 4,018 
Unrealized gain (loss) on post retirement benefit plan assets and liabilities
(43)
14 
(56)
17 
Comprehensive (loss) income
(21,492)
2,341 
(24,903)
4,035 
Less: Comprehensive income attributable to noncontrolling interests
188 
 
343 
 
Comprehensive (loss) income attributable to Partnership
$ (21,680)
$ 2,341 
$ (25,246)
$ 4,035 
Condensed Consolidated Statements of Changes in Partners' Capital (Unaudited) (USD $)
In Thousands
Total
Limited Partner Interest
General Partner Interest [Member]
Accumulated Other Comprehensive Income
Total Partners' Capital
Non-controlling Interest
Beginning Balance at Dec. 31, 2011
 
$ 99,890 
$ 1,091 
$ 415 
$ 101,396 
$ 0 
Net (loss) income
4,018 
3,938 
80 
0 
4,018 
0 
Unitholder contributions
 
0 
13 
0 
13 
0 
Unit holder distributions
(161)
(7,870)
(161)
0 
(8,031)
0 
Fair value of Series A Units in excess of net assets received
0 
 
 
 
 
 
Net distributions to noncontrolling owners
0 
 
 
 
 
 
LTIP vesting
 
364 
(364)
0 
0 
0 
Tax netting repurchase
 
(88)
0 
0 
(88)
0 
Unit based compensation
 
97 
701 
0 
798 
0 
Other comprehensive income (loss)
 
0 
0 
17 
17 
0 
Ending Balance at Jun. 30, 2012
 
96,331 
1,360 
432 
98,123 
0 
Beginning Balance at Dec. 31, 2012
80,165 
79,266 
548 
351 
80,165 
7,438 
Net (loss) income
(24,847)
(24,693)
(497)
0 
(25,190)
343 
Unit holder distributions
(160)
(9,749)
(203)
0 
(9,952)
0 
Fair value of Series A Units in excess of net assets received
(15,612)
(15,300)
(312)
0 
(15,612)
0 
Net distributions to noncontrolling owners
(343)
0 
0 
0 
0 
(443)
LTIP vesting
 
1,125 
(1,125)
0 
0 
0 
Tax netting repurchase
 
(339)
0 
0 
(339)
0 
Unit based compensation
 
0 
1,460 
0 
1,460 
0 
Other comprehensive income (loss)
 
0 
0 
(56)
(56)
0 
Ending Balance at Jun. 30, 2013
$ 30,476 
$ 30,310 
$ (129)
$ 295 
$ 30,476 
$ 7,338 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Statement of Cash Flows [Abstract]
 
 
Net (loss) income
$ (24,847)
$ 4,018 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
Depreciation and accretion expense
12,344 
10,283 
Amortization of deferred financing costs
614 
284 
Amortization of weather derivative premium
95 
0 
Unrealized loss (gain) on commodity derivatives
245 
(3,494)
Unit based compensation
1,460 
798 
OPEB plan net periodic cost (benefit)
(37)
(41)
Gain on involuntary conversion of property, plant and equipment
(343)
0 
(Gain) loss on sale of assets
0 
(122)
Loss on impairment of property, plant and equipment
15,232 
0 
Loss on impairment of noncurrent assets held for sale
1,807 
0 
Changes in operating assets and liabilities, net:
 
 
Accounts receivable
2,365 
(55)
Unbilled Revenue
(2,522)
5,656 
Risk management assets
(1,134)
0 
Other current assets
(255)
1,013 
Other assets, net
(62)
(41)
Accounts payable
3,639 
(160)
Accrued gas purchases
2,347 
(5,264)
Accrued expenses and other current liabilities
832 
(1,769)
Other liabilities
(121)
(135)
Net cash provided by operating activities
11,659 
10,971 
Cash flows from investing activities
 
 
Additions to property, plant and equipment
(12,516)
(2,384)
Proceeds from disposals of property, plant and equipment
0 
122 
Insurance proceeds from involuntary conversion of property, plant and equipment
482 
0 
Funds held in escrow
0 
(5,500)
Net cash provided (used) in investing activities
(12,034)
(7,762)
Cash flows from financing activities
 
 
Unit holder contributions
0 
13 
Unit holder distributions
(7,805)
(8,031)
Issuance of Series A convertible preferred units, net
14,393 
0 
Net distributions to non-controlling interest owners
(443)
0 
LTIP tax netting unit repurchase
(339)
(88)
Payments for deferred debt issuance costs
(1,315)
(926)
Payments on other debt
(1,139)
0 
Borrowings on other debt
1,495 
0 
Payments on long-term debt
(56,546)
(25,350)
Borrowings on long-term debt
51,921 
31,340 
Net cash used in financing activities
222 
(3,042)
Net (decrease) increase in cash and cash equivalents
(153)
167 
Cash and cash equivalents
 
 
Beginning of period
576 
871 
End of period
423 
1,038 
Supplemental cash flow information
 
 
Interest payments
3,017 
1,043 
Supplemental non-cash information
 
 
(Decrease) increase in accrued property, plant and equipment
(5,769)
66 
Receivable for reimbursable construction in progress projects
0 
610 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
59,994 
0 
Fair value of Series A Preferred Units in excess of value of contributed High Point System
15,612 
0 
Accrued unitholder distribution for Series A Units
$ 2,146 
$ 0 
Organization and Basis of Presentation
Organization and Basis of Presentation
Organization and Basis of Presentation
Nature of business
American Midstream Partners, LP (the “Partnership”) was formed on August 20, 2009 as a Delaware limited partnership for the purpose of acquiring and operating certain natural gas pipeline and processing businesses. We provide natural gas gathering, treating, processing, fractionating, marketing and transportation services primarily in the Gulf Coast and Southeast regions of the United States. We hold our assets in a series of wholly owned limited liability companies as well as a limited partnership. Our capital accounts consist of general partner interests and limited partner interests.
Our interstate 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:
•
American Midstream (Midla), LLC, which owns and operates approximately 370 miles of interstate pipeline that runs from the Monroe gas field in northern Louisiana south through Mississippi to Baton Rouge, Louisiana; and
•
American Midstream (AlaTenn), LLC, which owns and operates approximately 295 miles of interstate pipeline that runs through the Tennessee River Valley from Selmer, Tennessee to Huntsville, Alabama and serves an eight-county area in Alabama, Mississippi and Tennessee.
ArcLight Transactions
On April 15, 2013, the Partnership, our general partner and AIM Midstream Holdings, LLC ("AIM"), an affiliate of American Infrastructure MLP Fund, entered into agreements (the "ArcLight Transactions") with High Point Infrastructure Partners, LLC ("HPIP"), an affiliate of ArcLight Capital Partners, LLC, pursuant to which HPIP (i) acquired 90% of our general partner and all of our subordinated units from AIM and (ii) contributed certain midstream assets and $15.0 million in cash to us in exchange for 5,142,857 newly issued convertible preferred units (the “Series A Units”) issued by the Partnership.  Of the $15.0 million cash consideration paid by High Point, approximately $2.5 million was used to pay certain transaction expenses of High Point, and the remaining approximately $12.5 million was used to repay borrowings outstanding under the Partnership's credit facility in connection with the Fourth Amendment. As a result of these transactions, which were also consummated on April 15, 2013, HPIP acquired both control of our general partner and a majority of our outstanding limited partner interests.  The midstream assets contributed by HPIP consist of approximately 600 miles of natural gas and liquids pipeline assets located in southeast Louisiana and the shallow water and deep shelf Gulf of Mexico (commonly referred to as the "High Point system"). The High Point system gathers natural gas from both onshore and offshore producing regions around southeast Louisiana. The onshore footprint is in Plaquemines and St. Bernard's Parishes, LA. The offshore footprint consists of the following federal Gulf of Mexico zones: Mississippi Canyon, Viosca Knoll, West Delta, Main Pass, South Pass and Breton Sound. Natural gas is collected at more than 75 receipt points that connect to hundreds of wells targeting various geological zones in water depths up to 1,000 feet, with an emphasis on oil and liquids-rich reservoirs. The High Point system is comprised of FERC-regulated transmission assets and non-jurisdictional assets, both of which accept natural gas from well production and interconnected pipeline systems. Natural gas is delivered to the Toca Gas Processing Plant, operated by Enterprise, where the products are processed and the residue gas sent to an unaffiliated interstate system owned by Kinder Morgan. See Note 3 "Acquisitions and Divestitures" for further information.

The Partnership believes that the consummation of the ArcLight Transactions will allow it to comply with the Consolidated Total Leverage to EBTIDA ratio in the Fourth Amendment to our June 2012 amended credit agreement ("Fourth Amendment"). However, no assurances can be given that the Partnership's results of operations following the ArcLight Transactions will allow us to comply with financial covenants of the Fourth Amendment. If we are not able to generate sufficient cash flows from operations to comply with the financial covenants in the Fourth Amendment and we are not able enter into an agreement to refinance or obtain covenant default waivers, then the outstanding balance under our credit facility could become due and payable upon acceleration by the lenders in our banking group and other agreements with cross-default provisions, if any, could become due. In addition, failure to comply with any of the covenants under our Fourth Amendment could adversely affect our ability to fund ongoing operations and growth capital requirements as well as our ability to pay distributions to our unitholders. See Note 17 "Liquidity" for further information.
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include disclosures required by GAAP for annual periods. We have made reclassifications to amounts reported in prior period condensed consolidated financial statements to conform to our current year presentation. These reclassifications did not have an impact on net income for the period previously reported. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of financial position as of June 30, 2013, and December 31, 2012, condensed consolidated statement of operations for the three and six months ended June 30, 2013 and 2012, statement of comprehensive income for the three and six months ended June 30, 2013 and 2012, statement of changes in partners’ capital and noncontrolling interest for the six months ended June 30, 2013 and 2012, and statements of cash flows for the six months ended June 30, 2013 and 2012.
Our financial results for the six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2013. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012 (“Annual Report”) filed on April 16, 2013.
Consolidation Policy
Our consolidated financial statements include our accounts and those of our subsidiaries in which we have a controlling interest. We hold an undivided interest in the Burns Point gas processing facility in which we are responsible for our proportionate share of the costs and expenses of the facility. Our consolidated financial statements reflect our proportionate share of the revenues, expenses, assets and liabilities of this undivided interest. In July 2012, the Partnership acquired a 87.4% undivided interest in the Chatom Processing and Fractionation facility (the "Chatom system"). Our consolidated financial statements reflect the accounts of the Chatom system since acquisition, and the interests in the Chatom system held by non-affiliated working interest owners are reflected as noncontrolling interests in the Partnership's consolidated financial statements.
Use of Estimates
When preparing financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things (1) estimating unbilled revenues, product purchases and operating and general and administrative costs, (2) developing fair value assumptions, including estimates of future cash flows and discount rates, (3) analyzing long-lived assets for possible impairment, (4) estimating the useful lives of assets and (5) determining amounts to accrue for contingencies, guarantees and indemnifications. Actual results, therefore, could differ materially from estimated amounts.
Acquisitions and Divestitures
Acquisitions and Divestitures
Acquisitions and Divestitures
High Point System
Effective April 15, 2013, our general partner contributed 100% of the limited liability company interests in High Point Gas Transmission, LLC and High Point Gas Gathering, LLC, (the “High Point System”). The High Point System entities own midstream assets consisting of approximately 700 miles of natural gas and liquids pipeline assets located in southeast Louisiana, in the Plaquemines and St. Bernard's Parishes, and the shallow water and deep shelf Gulf of Mexico, including the Mississippi Canyon, Viosca Knoll, West Delta, Main Pass, South Pass and Breton Sound zones. Natural gas is collected at more than 75 receipt points that connect hundreds of wells with an emphasis on oil and liquids-rich reservoirs.

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

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

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

Accounts receivable
3,629

Unbilled revenue
1,445

Other current assets
2,049

Property, plant and equipment, net
82,615

Other assets
1,000

Accounts payable
(11
)
Accrued expenses and other current liabilities
(4,077
)
Current portion of long-term debt
(893
)
Asset retirement obligation liability
(25,763
)
Total identifiable net assets
$
61,929



Subsequent to the contribution, the High Point System contributed $5.2 million of revenue and $2.0 million of net income attributable to the Partnership's Transmission segment, which are included in the condensed consolidated statement of operations for the three and six months ended June 30, 2013.

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

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

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

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

Property, plant and equipment
58,279

Asset retirement cost
452

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



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

Our 87.4% undivided interest in the Chatom system contributed $13.6 million and $27.3 million of revenue and $1.3 million and $2.4 million of net income attributable to the Partnership for the three and six months ended June 30, 2013, respectively which are included in the condensed consolidated statement of operations.

Other non-strategic midstream assets

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

The net book value of the gathering and processing assets of $0.9 million are presented as Noncurrent assets held for sale, net on the condensed consolidated balance sheet. The following table presents the identifiable assets and liabilities of the assets classified as held for sale as of June 30, 2013 in the condensed consolidated balance sheet (in thousands):

Unbilled revenue
$
1,358

Property, plant and equipment, net
874

Accrued gas purchases
(1,222
)


As a result of the plan divestiture of these non-strategic midstream assets, we have accounted for these disposal groups as discontinued operations within our Gathering and Processing Segment. Accordingly, we reclassified and excluded the disposal group's results of operations from our results of continuing operations and reported the disposal group's results of operations as (Loss) gain from operations of disposal groups in our accompanying condensed consolidated statement of operations for all periods presented. We did not, however, elect to present separately the operating, investing and financing cash flows related to the disposal groups in our accompanying condensed consolidated statement of cash flows as this activity was immaterial for all periods presented. The following table presents the revenue, expense and (loss) gain from operations of disposal groups associated with the assets classified as held for sale for the three and six months ended June 30, 2013 and 2012 (in thousands):
 
Three months ended June 30,
 
Six months ended June 30,
 
2013
 
2012
 
2013
 
2012
Revenue
$
3,921

 
$
2,738

 
$
7,559

 
$
5,592

Expense
3,983

 
2,662

 
7,548

 
5,491

Impairment
1,807

 
—

 
1,807

 
—

(Loss) gain from operations of disposal groups
(1,869
)
 
76

 
(1,796
)
 
101

Limited partners' net loss per unit from discontinued operations (basic and diluted)
$
(0.20
)
 
$
0.01

 
$
(0.19
)
 
$
0.01

Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

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

Recent Accounting Pronouncements

In January 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies that ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, applies to financial instruments or derivative transactions accounted for under ASC 815. The amendments require disclosures to present both gross and net amounts of derivative assets and liabilities that are subject to master netting arrangements with counterparties. We currently present our derivative assets and liabilities net on our statement of financial position. We have provided additional disclosures regarding the gross amounts of derivative assets and liabilities in Note 5 "Derivatives" in accordance with these new standards updates.

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("AOCI"), which requires entities to present either in a single note or parenthetically on the face of the financial statements (i) the amount of significant items reclassified from each component of AOCI and (ii) the income statement line items affected by the reclassifications. We adopted this guidance during the first quarter of 2013; it did not have a material impact on our condensed consolidated financial statements as there are currently no items reclassified from AOCI.
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 six months ended June 30, 2013 and 2012, no allowances on or write-offs of accounts receivable were recorded.
The following table summarizes the percentage of revenue earned from those customers that exceed 10% or greater of the Partnership's consolidated revenue in the consolidated statement of operations for the each of the periods presented below:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Customer A
25
%
 
29
%
 
27
%
 
31
%
Customer B
12
%
 
—
%
 
14
%
 
—
%
Customer C
12
%
 
12
%
 
12
%
 
13
%
Customer D
—
%
 
17
%
 
10
%
 
18
%
Other
51
%
 
42
%
 
37
%
 
38
%
Total
100
%
 
100
%
 
100
%
 
100
%
Derivatives
Derivatives
Derivatives
Commodity Derivatives
To minimize the effect of commodity prices and maintain our cash flow and the economics of our development plans, we enter into commodity hedge contracts from time to time. The terms of the contracts depend on various factors, including management’s view of future commodity prices, acquisition economics on purchased assets and future financial commitments. This hedging program is designed to mitigate the effect of commodity price downturns while allowing us to participate in some commodity price upside. Management regularly monitors the commodity markets and financial commitments to determine if, when, and at what level commodity hedging is appropriate in accordance with policies that are established by the board of directors of our general partner. Currently, the commodity derivatives are in the form of swaps, puts and collars. As of June 30, 2013, the aggregate notional volume of our commodity derivatives was 7.1 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 June 30, 2013, we have not posted collateral with our counterparties. The counterparties are not required to post collateral with us in connection with their derivative positions. Netting agreements are in place with our counterparties that permit us to offset our commodity derivative asset and liability positions.

Interest Rate Swap

We entered into an interest rate swap to manage the impact of the interest rate risk associated with our credit facility, effectively converting a portion of the cash flows related to our long-term variable rate debt into fixed rate cash flows. As of June 30, 2013, the notional amount of our interest rate swap was $100 million. The interest rate swap was entered into with a single counterparty and we were not required to post collateral.

Weather Derivative

In the second quarter of 2013, we entered into a weather derivative to mitigate the impact of potential unfavorable weather to our operations under which we could receive payments totaling up to $10 million in the event that a hurricane or hurricanes of certain strength pass through the area as identified in the derivative agreement. The weather derivative is being accounted for using the intrinsic value method, under which the fair value of the contract is zero and any amounts received are recognized as gains during the period received. The weather derivative was entered into with a single counterparty and we were not required to post collateral. We paid a premium of approximately $1.1 million which is recorded in Risk management assets on the condensed consolidated balance sheet and is being amortized to Direct operating expense on a straight-line basis over the 12 month term of the contract. As of June 30, 2013, the unamortized amount of the risk management asset was approximately $1.0 million.
As of June 30, 2013 and December 31, 2012, the value associated with our commodity derivatives, interest rate swap instrument and weather derivative were recorded in our condensed consolidated balance sheets, under the captions as follows (in thousands):
 
 
Gross Risk Management Assets
 
Gross Risk Management Liabilities
 
Net Risk Management Assets (Liabilities)
Balance Sheet Classification
 
June 30, 2013
 
December 31, 2012
 
June 30, 2013
 
December 31, 2012
 
June 30, 2013
 
December 31, 2012
Current
 
$
2,153

 
$
1,889

 
$
(71
)
 
$
(920
)
 
$
2,082

 
$
969

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
2,153

 
$
1,889

 
$
(71
)
 
$
(920
)
 
$
2,082

 
$
969

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
(290
)
 
$
—

 
$
(290
)
 
$
—

Noncurrent
 
—

 
—

 
(28
)
 
—

 
(28
)
 
—

Total liabilities
 
$
—

 
$
—

 
$
(318
)
 
$
—

 
$
(318
)
 
$
—


For the three and six months ended June 30, 2013 and 2012, respectively, the realized and unrealized gains (losses) associated with our commodity derivatives, interest rate swap instrument and weather derivative were recorded in our condensed consolidated statements of operations, under the captions as follows (in thousands):
 
Three months ended June 30,
 
Six months ended June 30,

Gain (loss) on derivatives
 
Gain (loss) on derivatives
Statement of Operations Classification
Realized
 
Unrealized
 
Realized
 
Unrealized
2013
 
 
 
 
 
 
 
Gain on commodity derivatives, net
$
360

 
$
554

 
$
536

 
$
73

Interest expense
—

 
(318
)
 
—

 
(318
)
Direct operating expenses
(95
)
 
—

 
(95
)
 
—

Total
$
265

 
$
236

 
$
441

 
$
(245
)
2012
 
 
 
 
 
 
 
Gain on commodity derivatives, net
$
664

 
$
3,171

 
$
609

 
$
3,494

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 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 will recognize transfers between levels at the end of the reporting period for which the transfer has occurred. We recognized transfers out of Level 3 into Level 2 as a result of changes in tenure and market points of certain contracts in the amount of $1.0 million for the year ended December 31, 2012. There were no such transfers for the three and six months ended June 30, 2013 and 2012.
Fair Value of Financial Instruments
The following table sets forth by level within the fair value hierarchy, our commodity derivative instruments and interest rate swap, included as part of Risk management assets and liabilities within the balance sheet, that were measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
June 30, 2013
$
1,042

 
$
—

 
$
1,042

 
$
—

 
$
1,042

December 31, 2012
$
969

 
$
—

 
$
969

 
$
—

 
$
969

Interest rate swap
 
 
 
 
 
 
 
 
 
June 30, 2013
$
(318
)
 
$
—

 
$
(318
)
 
$
—

 
$
(318
)
December 31, 2012
$
—

 
$
—

 
$
—

 
$
—

 
$
—



The premium paid to enter the weather derivative described in Note 5 "Derivatives", is included within Risk management assets within 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 June 30, 2013 and December 31, 2012 were as follows (in thousands):
 
 
Useful Life
(in years)
 
June 30,
2013
 
December 31, 2012
Land
N/A
 
$
2,254

 
$
2,254

Construction in progress
N/A
 
2,531

 
5,053

Base gas
N/A
 
1,108

 
—

Buildings and improvements
4 to 40
 
1,664

 
1,432

Processing and treating plants
8 to 40
 
97,787

 
98,106

Pipelines
5 to 40
 
236,272

 
163,447

Compressors
4 to 20
 
9,485

 
8,957

Equipment
8 to 20
 
5,237

 
4,785

Computer software
5
 
2,539

 
1,950

Total property, plant and equipment
 
 
358,877

 
285,984

Accumulated depreciation
 
 
(75,924
)
 
(62,165
)
Property, plant and equipment, net
 
 
$
282,953

 
$
223,819


Of the gross property, plant and equipment balances at June 30, 2013 and December 31, 2012, $98.1 million and $26.1 million, respectively, were related to AlaTenn, Midla and HPGT, our FERC regulated interstate assets.
Capitalized interest was less than $0.1 million for the three and six months ended June 30, 2013.
Depreciation expense was $6.7 million and $12.3 million for the three and six months ended June 30, 2013, respectively.
Asset Impairments
During the second quarter of 2013, management determined to change its commercial approach towards certain non-strategic gathering and processing assets. As a result, an asset impairment charge of $15.2 million was recorded in the three months ended June 30, 2013. These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined by ASC 820. Primarily using the income approach, the fair value estimates are based on i) present value of estimated EBITDA, ii) an assumed discount rate of 10.0%, and iii) an decline in throughput volumes of 2.5% in 2013 and thereafter.
During the second quarter of 2013, management was approved to commit to a plan to sell certain non-strategic gathering and processing assets which meet specific criteria as held for sale. As of June 30, 2013, certain gathering and processing assets were written down by $1.8 million to the estimated fair value less cost to sell. See Note 3 "Acquisitions and Divestitures".
Insurance proceeds
Involuntary conversions result from the loss of an asset because of some unforeseen event (e.g., destruction due to hurricanes). Some of these events are insurable, thus resulting in a property damage insurance recovery. Amounts we receive from insurance carriers are net of any deductibles related to the covered event. During the three and six months ended June 30, 2013, we collected $0.5 million and $1.1 million, respectively, of nonrefundable cash proceeds from our insurance carrier. During the first quarter of 2013, $0.5 million of nonrefundable cash proceeds were recognized as an offset to property, plant and equipment write-downs of $0.1 million and presented as $0.4 million under the caption Gain (loss) on involuntary conversion of property, plant and equipment. During the second quarter of 2013, $0.6 million of nonrefundable cash proceeds were associated with business interruption and recorded to Revenue in the condensed consolidated statement of operations.
Asset Retirement Obligation
Asset Retirement Obligation
Asset Retirement Obligations
We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations that we can reasonably estimate, on a discounted basis, in the period in which the liability is incurred. We collectively refer to asset retirement obligations and conditional asset retirement obligations as ARO.
Certain assets related to our transmission segment have regulatory obligations to perform remediation and, in some instances, dismantlement and removal activities when the assets are abandoned. These asset retirement obligations include varying levels of activity including disconnecting inactive assets from active assets, cleaning and purging assets, and in some cases, completely removing the assets and returning the land to its original state. These assets have been in existence for many years and with regular maintenance will continue to be in service for many years to come. It is not possible to predict when demand for these transmission services will cease, and we do not believe that such demand will cease for the foreseeable future. A portion of our regulatory obligations is related to assets that we plan to take out of service.

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

Obligations assumed
25,764

Accretion expense
167

Asset retirement obligation at June 30, 2013
$
34,250


We recorded accretion expense, which is included in Depreciation and accretion expense, of approximately $0.1 million and approximately $0.2 million in our consolidated statements of operations for each of the three and six months ended June 30, 2013, respectively and less than $0.1 million for the three and six months ended June 30, 2012.
We are required to establish security against any potential secondary obligations relating to the abandonment of the certain transmission assets that may be imposed on the previous owner by applicable regulatory authorities. As such, we have a restricted cash account that is established, held, and maintained by a third party that amounts to $1.0 million and is presented in Other assets, net in our condensed consolidated balance sheet as of June 30, 2013.
Debt Obligations
Debt Obligations
Debt Obligations
Credit facility
As of December 31, 2012, the total leverage ratio test, one of the primary financial covenants that we were required to maintain under our credit facility, was limited to a maximum of 4.50 times. At December 31, 2012, our total indebtedness was approximately $130.9 million, which caused our total leverage to EBITDA ratio to be approximately 5.70-to-1. As a result, on December 26, 2012, the Partnership entered into the Third Amendment and Waiver to Credit Agreement, dated as of December 26, 2012 (the “Third Amendment”). The Third Amendment provided for a waiver of the Partnership's compliance with the Consolidated Total Leverage Ratio with respect to the quarter ending December 31, 2012 and for one month thereafter. The Third Amendment also required the Partnership to provide certain financial and operating information of the Partnership on a monthly basis for 2013 and for any month after 2013 in which the Consolidated Total Leverage Ratio of the Partnership is in excess of 4.00 to 1.00. The remaining material terms and conditions of the senior secured revolving credit facility, including pricing, maturity and covenants, remained unchanged by the Third Amendment.
On January 24, 2013, the Partnership entered into the second waiver to the credit facility that extended the waiver period with respect to the Consolidated Total Leverage Ratio to March 31, 2013 (and subsequently extended to April 16, 2013). Additional covenants during the waiver period included i) total outstanding borrowings under the credit facility shall not exceed $150.0 million; ii) restrictions on certain acquisitions; iii) an increase to the Eurodollar Rate by 0.50%; iv) additional fees of 0.125% of the principal amount on each of February 28, 2013 and March 31, 2013; and v) execution of a compliance certificate.
We were in compliance with the Consolidated Total Leverage Covenant Ratio test, which was 4.62, under our credit facility as of June 30, 2013, in accordance with the leverage covenants as modified in the Fourth Amendment to the credit facility executed on April 15, 2013. As of June 30, 2013, we had approximately $126.3 million of outstanding borrowings and approximately $34.6 million of available borrowing capacity as a result of the reduction of our borrowing capacity to a total of $175 million as described herein.
See Note 17 "Liquidity" for further updates to our liquidity and long-term debt.
Other debt
Other debt represents insurance premium financing in the original amounts of $3.3 million bearing interest at between 3.22% and 4.00% per annum, which is repayable in equal monthly installments of approximately $0.4 million through the fourth quarter of 2013.
Our outstanding borrowings under debt at June 30, 2013 and December 31, 2012, respectively, were (in thousands):
 
 
June 30,
2013
 
December 31, 2012
Revolving loan facility
$
123,660

 
$
128,285

Other debt
1,250

 
—


124,910

 
128,285

Less: current portion
1,250

 
—


$
123,660

 
$
128,285


At June 30, 2013 and December 31, 2012, letters of credit outstanding under the credit facility were $2.6 million.
In connection with our credit facility and amendments thereto, we incurred $5.7 million in debt issuance costs that are being amortized on a straight-line basis over the term of the credit facility.
Partners' Capital
Partners' Capital
Partners’ Capital and Convertible Preferred Units
Our capital accounts are comprised of approximately 2% general partner interest and 98% limited partner interests. Our limited partners have limited rights of ownership as provided for under our partnership agreement and the right to participate in our distributions. Our general partner manages our operations and participates in our distributions, including certain incentive distributions pursuant to the incentive distribution rights that are non-voting limited partner interests held by our general partner.
Series A Convertible Preferred Units
On April 15, 2013, the Partnership, our general partner and AIM Midstream Holdings, LLC entered in the ArcLight Transactions with High Point, pursuant to which High Point (i) acquired 90% of our general partner and all of our subordinated units from AIM Midstream Holdings and (ii) contributed certain midstream assets and $15.0 million in cash to us in exchange for 5,142,857 Series A Units issued by the Partnership.  Of the $15.0 million cash consideration paid by High Point, approximately $2.5 million was used to pay certain transaction expenses of High Point, and the remaining approximately $12.5 million was used to repay borrowings outstanding under the Partnership's credit facility in connection with the Fourth Amendment. As a result of these transactions, which were also consummated on April 15, 2013, High Point acquired both control of our general partner and a majority of our outstanding limited partnership interests. On April 15, 2013, our general partner entered into the Third Amended & Restated Agreement of Limited Partnership (the “Amended Partnership Agreement”) of the Partnership providing for the creation and designation of the rights, preferences, terms and conditions of the Series A Units.
The Series A Units receive dividends prior to distributions to Partnership common unitholders. Through October 1, 2014, the dividends distributed to the Series A Unitholders are equal to $0.25 per unit and additional Series A Units in an amount equal to the cash portion of the distribution. Subsequent to that date, the distribution will be the greater of the distribution to be made to common unitholders or approximately $0.50 per unit. The Series A Units may be converted into common units on a one-to-one basis, subject to customary anti-dilutive adjustments, at the option of the unitholders on or any time after January 14, 2014.
Upon any liquidation and winding up of the Partnership or the sale of substantially all of the assets of the Partnership, the holders of Series A Preferred Units generally will be entitled to receive, in preference to the holders of any of the Partnership's other securities, an amount equal to the sum of the $17.50 multiplied by the number of Series A Units owned by such holders, plus all accrued but unpaid distributions on such Series A Preferred Units.
Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination in which the holders of common units are to receive securities, cash or other assets (a “Partnership Event”), we are obligated to make an irrevocable written offer, subject to consummation of the Partnership Event, to each holder of Series A Preferred Units to redeem all (but not less than all) of such holder's Series A Preferred Units for a price per Series A Preferred Unit payable in cash equal to the greater of:
•
the sum of $17.50 and all accrued and accumulated but unpaid distributions for each Series A Preferred Unit; and
•
an amount equal to the product of:
(i) the number of common units into which each Series A Preferred Unit is convertible; and
(ii) the sum of:
(A) the cash consideration per common unit to be paid to the holders of common units pursuant to the Partnership Event, plus
(B) the fair market value per common unit of the securities or other assets to be distributed to the holders of the common units pursuant to the Partnership Event.
Upon receipt of such a redemption offer from us, each holder of Series A Preferred Units may elect to receive such cash amount or a preferred security issued by the person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in the Amended Partnership Agreement with respect to the Series A Preferred Units without material abridgement.
The Series A Preferred Units have voting rights that are identical to the voting rights of the common units and will vote with the common units as a single class, with each Series A Preferred Unit entitled to one vote for each common unit into which such Series A Preferred Unit is convertible.
The fair value of the Series A Units on April 15, 2013 was $17.50 per unit, or $90.0 million and was issued by the Partnership in exchange for cash of approximately $12.5 million and net assets of $61.9 million contributed to the Partnership by our general partner.  The contribution of net assets of the High Point system was accounted for as a transaction between entities under common control whereby the High Point system was recorded at historical book value.  As such, the value of the Series A Units in excess of the net asset contributed by our general partner amounted to $15.6 million and was allocated pro-rata to the general partner and existing limited partners interest based on their ownership interests. The fair value measurement was based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined by ASC 820. Primarily using the income approach, the fair value estimate was based on i) present value of estimated future contracted distributions, ii) an assumed discount rate of 18.0%, and iii) an assumed distribution growth rate of 1.0% in 2014 and thereafter.
The numbers of units outstanding as of June 30, 2013 and December 31, 2012, respectively, were as follows (in thousands):
 
June 30,
2013
 
December 31, 2012
Limited partner common units
4,683

 
4,639

Limited partner subordinated units
4,526

 
4,526

Preferred units
5,143

 
—

General partner units
185

 
185



Net Income (Loss) attributable to Limited Common and General Partner Units
Net income (loss) attributable to the general partner and the limited partners (common and subordinated unit holders) is allocated in accordance with their respective ownership percentages, after giving effect to incentive distributions paid to the general partner. Basic net income per limited partner unit is computed based on the weighted average number of units outstanding during the period. Diluted net income per limited partner unit is computed based on the weighted average number of units plus the effect of dilutive potential units outstanding during the period. Unvested share-based payment awards that contain non-forfeitable rights to distributions (whether paid or unpaid) are classified as participating securities and are included in our computation of diluted net income per limited partner unit. There was no dilutive effect of unit based awards for the three and six months ended June 30, 2013. The dilutive effect of unit based awards was 172,552 equivalent units during the three and six months ended June 30, 2012.
We compute earnings per unit using the two-class method. The two-class method requires that securities that meet the definition of a participating security be considered for inclusion in the computation of basic earnings per unit. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of our Partnership agreement, regardless of whether 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 or other financial results; however, in periods in which aggregate net income exceeds our aggregate distributions for such period, it will have the impact of reducing net income per limited partner unit. This result occurs as a larger portion of our aggregate earnings, as if distributed, is allocated to the incentive distribution rights of the general partner, even though we make distributions on the basis of available cash and not earnings.
The following table is the calculation of net income (loss) per limited partner unit for the three and six months ended June 30, 2013 and 2012, respectively (in thousands, with the exception of per unit amounts):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Net (loss) income from continuing operations
$
(19,768
)
 
$
2,251

 
$
(23,394
)
 
$
3,917

Less:
 
 
 
 
 
 
 
Declared cash distribution on Series A Preferred Units
1,074

 
—

 
1,074

 
—

Declared PIK distribution on Series A Preferred Units
1,074

 
—

 
1,074

 
—

Fair value of Series A Preferred Units in excess of value of contributed High Point System
15,612

 
—

 
15,612

 
—

General partners' distribution
80

 
81

 
160

 
161

General partners' share in undistributed loss
(820
)
 
(35
)
 
(970
)
 
(82
)
Net (loss) income from continuing operations available to limited partners
$
(36,788
)
 
$
2,205

 
$
(40,344
)
 
$
3,838

 
 
 
 
 
 
 
 
Net (loss) income attributable to the Partnership
$
(21,637
)
 
$
2,327

 
$
(25,190
)
 
$
4,018

Less:
 
 
 
 
 
 
 
Declared cash distribution on Series A Preferred Units
1,074

 
—

 
1,074

 
—

Declared PIK distribution on Series A Preferred Units
1,074

 
—

 
1,074

 
—

Fair value of Series A Preferred Units in excess of value of contributed High Point System
15,612

 
—

 
15,612

 
—

General partners' distribution
80

 
81

 
160

 
161

General partners' share in undistributed loss
(861
)
 
(34
)
 
(1,013
)
 
(80
)
Net (loss) income available to limited partners
$
(38,616
)
 
$
2,280

 
$
(42,097
)
 
$
3,937

 
 
 
 
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic)
9,198

 
9,107

 
9,183

 
9,100

 
 
 
 
 
 
 
 
Limited partners’ net (loss) income from continuing operations per unit (basic)
$
(4.00
)
 
$
0.24

 
$
(4.39
)
 
$
0.42

Limited partners’ net (loss) income per unit (basic)
$
(4.20
)
 
$
0.25

 
$
(4.58
)
 
$
0.43

 
 
 
 
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (diluted)
9,198

 
9,276

 
9,183

 
9,263

 
 
 
 
 
 
 
 
Limited partners’ net (loss) income from continuing operations per unit (diluted)
$
(4.00
)
 
$
0.24

 
$
(4.39
)
 
$
0.41

Limited partners’ net (loss) income per unit (diluted)
$
(4.20
)
 
$
0.25

 
$
(4.58
)
 
$
0.43


Distributions
We made distributions of $7.8 million and $8.0 million in the six months ended June 30, 2013 and 2012, respectively. We made no distributions in respect of our general partner’s incentive distribution rights during 2013 or 2012. We depend on our credit facility for future capital needs and may use it to fund a portion of cash distributions to unitholders, as necessary, depending on the level of our operating cashflow.
As a result of the issuance of the Series A Units, we have accrued $1.1 million equal to the cash portion of the distribution and $1.1 million equal to the additional Series A Units in an amount equal to the cash portion of the distribution payable in the third quarter of 2013.
Long-Term Incentive Plan
Long-Term Incentive Plan
Long-Term Incentive Plan
Our general partner manages our operations and activities and employs the personnel who provide support to our operations. On November 2, 2009, the board of directors of our general partner adopted a long-term incentive plan (“LTIP”) for its employees, consultants and directors who perform services for it or its affiliates. On May 25, 2010, the board of directors of our general partner adopted an amended and restated LTIP. On July 11, 2012, the board of directors of our general partner adopted a second amended and restated LTIP that effectively increased available awards by 871,750 units. At June 30, 2013 and December 31, 2012, 870,555 and 920,193 units, respectively, were available for future grant under the LTIP, giving retroactive treatment to the reverse unit split in connection with our recapitalization described in our Annual Report.
Ownership in the awards is subject to forfeiture until the vesting date. The LTIP is administered by the board of directors of our general partner. The board of directors of our general partner, at its discretion, may elect to settle such vested phantom units with a number of units equivalent to the fair market value at the date of vesting in lieu of cash. Although, our general partner has the option to settle in cash upon the vesting of phantom units, our general partner does not currently intend to settle these awards in cash. Although other types of awards are contemplated under the LTIP, all currently outstanding awards are phantom units without distribution equivalent rights ("DERs"). Generally, grants issued under the LTIP vest in increments of 25% on each of the first four anniversary dates of the date of the grant and do not contain any other restrictive conditions related to vesting other than continued employment.
The following table summarizes our unit-based awards for each of the periods indicated, in units:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Outstanding at beginning of period
101,950

 
142,552

 
90,938

 
162,860

Granted
56,467

 
34,560

 
80,388

 
34,560

Forfeited
(10,000
)
 
—

 
(12,426
)
 
—

Vested
(51,684
)
 
(4,560
)
 
(62,167
)
 
(24,868
)
Outstanding at end of period
96,733

 
172,552

 
96,733

 
172,552

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

The fair value of our phantom units, which are subject to equity classification, is based on the fair value of our units at the grant date. Compensation costs related to these awards, including amortization, for the three months ended June 30, 2013 and 2012 was $1.1 million and $0.5 million, respectively, and for the six months ended June 30, 2013 and 2012 was $1.5 million and $0.8 million, respectively, which is classified as equity compensation expense in the condensed consolidated statements of operations and the non-cash portion in partners’ capital on the condensed consolidated balance sheets.
The total fair value of vested units at the time of vesting was $1.1 million and $0.5 million for the six months ended June 30, 2013 and 2012, respectively.
The total compensation cost related to unvested awards not yet recognized at June 30, 2013 and 2012 was $1.1 million and $2.6 million, respectively, and the weighted average period over which this cost is expected to be recognized as of June 30, 2013 is approximately 1.2 years.
Post-Employment Benefits
Post-Employment Benefits
Post-Employment Benefits
We sponsor a contributory post-retirement plan that provides medical, dental and life insurance benefits for qualifying U.S. retired employees (referred to as the “OPEB Plan”).
The following table summarizes the components of net periodic benefit recognized in the condensed consolidated statements of operations (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Service cost
$
1

 
$
1

 
$
2

 
2

Interest cost
4

 
4

 
8

 
8

Expected return on plan assets
(17
)
 
(16
)
 
(35
)
 
(33
)
Amortization of net gain
(6
)
 
(9
)
 
(12
)
 
(18
)
Net periodic benefit
$
(18
)
 
$
(20
)
 
$
(37
)
 
$
(41
)

Future contributions to the Plans
We expect to make contributions to the OPEB Plan for the year ending December 31, 2013 of $0.1 million.
Commitments and Contingencies
Commitments and Contingencies Disclosure [Text Block]
Commitments and Contingencies
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-cancellable commitments related to certain contractual obligations as of June 30, 2013 are presented below (in thousands):
 
 
Payments Due by Period
 
Total
 
2013
 
2014
 
2015
 
2016
 
2017
 
Thereafter
Operating leases and service contracts (a)
$
3,605

 
$
338

 
$
692

 
$
677

 
$
408

 
$
353

 
$
1,137

Asset retirement obligations
34,250

 
—

 
—

 
—

 
7,867

 
—

 
26,383

Total
$
37,855

 
$
338

 
$
692

 
$
677

 
$
8,275

 
$
353

 
$
27,520


(a) - Operating leases and service contracts have been reduced by total minimum sublease rentals of $52 due in the future under noncancelable subleases.
Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Operating leases
$
265

 
$
225

 
$
484

 
$
439

Asset retirement obligation
157

 
7

 
167

 
13

 
$
422

 
$
232

 
$
651

 
$
452

Related-Party Transactions
Related-Party Transactions
Related-Party Transactions
Employees of our general partner are assigned to work for us. Where directly attributable, the costs of all compensation, benefits expenses and employer expenses for these employees are charged directly by our general partner to American Midstream, LLC, which, in turn, charges the appropriate subsidiary. Our general partner does not record any profit or margin for the administrative and operational services charged to us. During the three and six months ended June 30, 2013, administrative and operational services expenses of $3.8 million and $6.3 million, respectively, were charged to us by our general partner. During the three and six months ended June 30, 2012, administrative and operational services expenses of $2.5 million and $6.2 million, respectively, were charged to us by our general partner. For the three and six months ended June 30, 2013, our general partner incurred approximately $0.2 million and $0.5 million, respectively, of costs associated with certain business development activities.  If the business development activities result in a project that will be pursued and funded by the Partnership, we will reimburse our general partner for the business development costs related to that project.
Reporting Segments
Reporting Segments
Reporting Segments
Our operations are located in the United States and are organized into two reporting segments: (1) Gathering and Processing and (2) Transmission.
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.
These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Gross margin is a performance measure utilized by management to monitor the business of each segment.
The contribution of the High Point system, which occurred concurrently with HPIP's acquisition of 90% of our general partner, is presented within our Transmission segment. The following tables set forth our segment information for the three and six months ended June 30, 2013 and 2012 (in thousands):
 
 
Three Months Ended
 
June 30,
 
2013
 
2012
 
Gathering
and
Processing
 
Transmission
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
Revenue
$
49,175

 
$
24,653

 
$
73,828

 
$
28,218

 
$
11,269

 
$
39,487

Segment gross margin (a)
9,340

 
7,583

 
16,923

 
8,468

 
2,786

 
11,254

Gain on commodity derivatives, net
914

 
—

 
914

 
3,835

 
—

 
3,835

Direct operating expenses
3,565

 
3,556

 
7,121

 
2,069

 
1,125

 
3,194

Selling, general and administrative expenses
 
 
 
 
4,588

 
 
 
 
 
3,668

Equity compensation expense
 
 
 
 
1,097

 
 
 
 
 
467

Depreciation and accretion expense
 
 
 
 
6,698

 
 
 
 
 
5,092

Gain on sale of assets, net
 
 
 
 
—

 
 
 
 
 
117

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

Interest and other expense
 
 
 
 
(2,190
)
 
 
 
 
 
(825
)
(Loss) gain on discontinued operations
 
 
 
 
(1,869
)
 
 
 
 
 
76

Net (loss) income
 
 
 
 
(21,449
)
 
 
 
 
 
2,327

Less: Net income attributable to noncontrolling interests
 
 
 
 
188

 
 
 
 
 
—

Net (loss) income attributable to the Partnership
 
 
 
 
$
(21,637
)
 
 
 
 
 
$
2,327

 
 
Six Months Ended
 
June 30,
 
2013
 
2012
 
Gathering
and
Processing
 
Transmission
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
Revenue
$
94,297

 
$
39,316

 
$
133,613

 
$
59,670

 
$
24,407

 
$
84,077

Segment gross margin (a)
18,340

 
11,581

 
29,921

 
17,012

 
6,803

 
23,815

Gain on commodity derivatives, net
609

 
—

 
609

 
4,103

 
—

 
4,103

Direct operating expenses
6,982

 
4,941

 
11,923

 
3,871

 
2,208

 
6,079

Selling, general and administrative expenses
 
 
 
 
8,013

 
 
 
 
 
6,997

Equity compensation expense
 
 
 
 
1,485

 
 
 
 
 
798

Depreciation and accretion expense
 
 
 
 
12,344

 
 
 
 
 
10,218

Gain on involuntary conversion of property, plant and equipment
 
 
 
 
343

 
 
 
 
 
—

Gain on sale of assets, net
 
 
 
 
—

 
 
 
 
 
122

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

Interest and other expense
 
 
 
 
(3,921
)
 
 
 
 
 
(1,582
)
(Loss) gain on discontinued operations (b)
 
 
 
 
(1,796
)
 
 
 
 
 
101

Net (loss) income
 
 
 
 
(24,847
)
 
 
 
 
 
4,018

Less: Net income attributable to noncontrolling interests
 
 
 
 
343

 
 
 
 
 
—

Net (loss) income attributable to the Partnership
 
 
 
 
$
(25,190
)
 
 
 
 
 
$
4,018


(a)
Segment gross margin for our Gathering and Processing segment consists of revenue, realized gain (loss) on commodity derivatives less construction, operating and maintenance agreement (“COMA”) income, less purchases of natural gas, NGLs and condensate (inclusive, of gross margin from discontinued operations). Segment gross margin for our Transmission segment consists of revenue, less COMA income, less purchases of natural gas. Gross margin consists of the sum of the segment gross margin amounts for each of these segments. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner. Effective October 1, 2012, we changed our segment gross margin measure to exclude COMA income. For the three months ended June 30, 2013 and 2012, $0.1 million and $0.1 million in COMA income was excluded from our Gathering and Processing segment gross margin, respectively and less than $0.1 million and $0.8 million in COMA income was excluded from our Transmission segment gross margin, respectively. For the six months ended June 30, 2013 and 2012, $0.1 million and $0.6 million in COMA income was excluded from our Gathering and Processing segment gross margin, respectively and less than $0.1 million and $1.6 million in COMA income was excluded from our Transmission segment gross margin, respectively.
(b)
(Loss) gain on discontinued operations impacts our Gathering and Processing segment.

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

The Partnership has filed a registration statement on Form S-3 with the SEC to register, among other securities, debt securities. The subsidiaries of the Partnership (the "Subsidiaries") will be co-registrants with the Partnership, and the registration statement will register guarantees of debt securities by one or more of the Subsidiaries (other than American Midstream Finance Corporation, a 100% owned subsidiary of the Partnership whose sole purpose is to act as co-issuer of such debt securities). The financial position and operations of the co-issuer are minor and therefore have been included with the Parent's financial information. As of June 30, 2012, the Subsidiaries were 100% owned by the Partnership and any guarantees by the Subsidiaries will be full and unconditional. Beginning July 1, 2012, the Subsidiaries have had an investment in the non-guarantor subsidiaries equal to a 87.4% undivided interest in its Chatom system. The Partnership has no assets or operations independent of the Subsidiaries, and there are no significant restrictions upon the ability of the Subsidiaries to distribute funds to the Partnership. In the event that more than one of the Subsidiaries 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 unaudited condensed consolidating financial information, the Partnership's investments in its Subsidiaries and the guarantor subsidiaries' investment in its 87.4% undivided interest in the Chatom system are presented in accordance with the equity method of accounting. The financial information may not necessarily be indicative of the financial position, results of operations, or cash flows had the subsidiary guarantors operated as independent entities. Condensed consolidating financial information for the Partnership, its combined guarantor subsidiaries and non-guarantor subsidiary as of June 30, 2013 and December 31, 2012 and for the three and six months ended June 30, 2013 is as follows (in thousands):
 
 Condensed Consolidating Balance Sheet
 
June 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
1

$
422

$
—

$
—

$
423

Accounts receivable
—

2,114

1,108

—

3,222

Unbilled revenue
—

21,585

3,894

—

25,479

Risk management assets
—

2,082

—

—

2,082

Other current assets
—

5,096

434

—

5,530

Total current assets
1

31,299

5,436

—

36,736

Property, plant and equipment, net
—

223,947

59,006

—

282,953

Noncurrent assets held for sale, net
—

874

—

—

874

Investment in subsidiaries
122,621

47,587

—

(170,208
)
—

Other assets, net
—

6,380

—

—

6,380

Total assets
$
122,622

$
310,087

$
64,442

$
(170,208
)
$
326,943

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

$
(47
)
$
6,230

$
—

$
6,183

Accrued gas purchases
—

16,632

2,749

—

19,381

Accrued expenses and other current liabilities
1,073

11,681

72

—

12,826

Current portion of long-term debt
—

1,250

—

—

1,250

Risk management liabilities
—

290

—

—

290

Total current liabilities
1,073

29,806

9,051

—

39,930

Risk management liabilities
—

28

—

—

28

Assets retirement obligations
—

34,250

—

—

34,250

Other liabilities
—

(278
)
466

—

188

Long-term debt
—

123,660

—

—

123,660

Total liabilities
1,073

187,466

9,517

—

198,056

Convertible preferred units
91,073

—

—

—

91,073

Total partners' capital
30,476

122,621

47,587

(170,208
)
30,476

Noncontrolling interest
—

—

7,338

—

7,338

Total equity and partners' capital
30,476

122,621

54,925

(170,208
)
37,814

Total liabilities, equity and partners' capital
$
122,622

$
310,087

$
64,442

$
(170,208
)
$
326,943


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

$
575

$
—

$
—

$
576

Accounts receivable
—

1,612

346

—

1,958

Unbilled revenue
—

18,102

3,410

—

21,512

Risk management assets
—

969

—

—

969

Other current assets
—

2,967

259

—

3,226

Total current assets
1

24,225

4,015

—

28,241

Property, plant and equipment, net
—

165,001

58,818

—

223,819

Investment in subsidiaries
80,164

51,613

—

(131,777
)
—

Other assets, net
—

4,636

—

—

4,636

Total assets
$
80,165

$
245,475

$
62,833

$
(131,777
)
$
256,696

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

$
5,100

$
427

$
—

$
5,527

Accrued gas purchases
—

14,606

2,428

—

17,034

Accrued expenses and other current liabilities
—

9,150

469

—

9,619

Total current liabilities
—

28,856

3,324

—

32,180

Asset retirement obligations
—

7,861

458

—

8,319

Other liabilities
—

309

—

—

309

Long-term debt
—

128,285

—

—

128,285

Total liabilities
—

165,311

3,782

—

169,093

Total partners' capital
80,165

80,164

51,613

(131,777
)
80,165

Noncontrolling interest
—

—

7,438

—

7,438

Total equity and partners' capital
80,165

80,164

59,051

(131,777
)
87,603

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

$
245,475

$
62,833

$
(131,777
)
$
256,696



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

$
61,729

$
13,607

$
(1,508
)
$
73,828

Gain on commodity derivatives, net
—

914

—

—

914

Total revenue
—

62,643

13,607

(1,508
)
74,742

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

48,333

10,571

(1,508
)
57,396

Direct operating expenses
—

6,004

1,117

—

7,121

Selling, general and administrative expenses
—

4,588

—

—

4,588

Equity compensation expense
—

1,097

—

—

1,097

Depreciation and accretion expense
—

6,284

414

—

6,698

Total operating expenses
—

66,306

12,102

(1,508
)
76,900

Loss on impairment of property, plant and equipment
—

(15,232
)
—

—

(15,232
)
Operating (loss) income
—

(18,895
)
1,505

—

(17,390
)
Other income (expense):
 
 
 
 
 
Earnings from consolidated affiliates
(21,637
)
1,317

—

20,320

—

Interest expense
—

(2,190
)
—

—

(2,190
)
Net (loss) income from continuing operations
(21,637
)
(19,768
)
1,505

20,320

(19,580
)
Discontinued operations
—

(1,869
)
—

—

(1,869
)
Net (loss) income
(21,637
)
(21,637
)
1,505

20,320

(21,449
)
Net income attributable to noncontrolling interests
—

—

188

—

188

Net (loss) income attributable to the Partnership
$
(21,637
)
$
(21,637
)
$
1,317

$
20,320

$
(21,637
)





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

$
109,828

$
27,256

$
(3,471
)
$
133,613

Gains on commodity derivatives, net
—

609

—

—

609

Total revenue
—

110,437

27,256

(3,471
)
134,222

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

86,680

21,489

(3,471
)
104,698

Direct operating expenses
—

9,720

2,203

—

11,923

Selling, general and administrative expenses
—

8,013

—

—

8,013

Equity compensation expense
—

1,485

—

—

1,485

Depreciation and accretion expense
—

11,516

828

—

12,344

Total operating expenses
—

117,414

24,520

(3,471
)
138,463

Gain on involuntary conversion of property, plant and equipment
—

343

—

—

343

Loss on impairment of property, plant and equipment
—

(15,232
)
—

—

(15,232
)
Operating (loss) income
—

(21,866
)
2,736

—

(19,130
)
Other income (expense):










Earnings from consolidated affiliates
(25,190
)
2,393

—

22,797

—

Interest expense
—

(3,921
)
—

—

(3,921
)
Net (loss) income from continuing operations
(25,190
)
(23,394
)
2,736

22,797

(23,051
)
Discontinued operations
—

(1,796
)
—

—

(1,796
)
Net (loss) income
(25,190
)
(25,190
)
2,736

22,797

(24,847
)
Net income attributable to noncontrolling interests
—

—

343

—

343

Net (loss) income attributable to the Partnership
$
(25,190
)
$
(25,190
)
$
2,393

$
22,797

$
(25,190
)

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

$
8,923

$
2,736

$
—

$
11,659

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

—

—

—

—

Additions to property, plant and equipment
—

(12,515
)
(1
)
—

(12,516
)
Proceeds from property damage insurance recoveries
—

482

—

—

482

Net contributions from affiliates
7,805

—

—

(7,805
)
—

Net distributions to affiliates
(14,393
)
—

—

14,393

—

Net cash provided by (used in) investing activities
(6,588
)
(12,033
)
(1
)
6,588

(12,034
)
Cash flows from financing activities
 
 
 
 
 
Net contributions from affiliates
—

14,393

—

(14,393
)
—

Net distributions to affiliates
—

(5,513
)
(2,292
)
7,805

—

Unit holder distributions
(7,805
)
—

—

—

(7,805
)
Issuance of Series A convertible preferred units
14,393

—

—

—

14,393

Net distributions to noncontrolling interest owners
—

—

(443
)
—

(443
)
LTIP tax netting unit repurchase
—

(339
)
—

—

(339
)
Payments for deferred debt issuance costs
—

(1,315
)
—

—

(1,315
)
Payments on other debt
—

(1,139
)
—

—

(1,139
)
Borrowings on other debt
—

1,495

—

—

1,495

Payments on long-term debt
—

(56,546
)
—

—

(56,546
)
Borrowings on long-term debt
—

51,921

—

—

51,921

Net cash (used in) provided by financing activities
6,588

2,957

(2,735
)
(6,588
)
222

Net (decrease) increase in cash and cash equivalents
—

(153
)
—

—

(153
)
Cash and cash equivalents
 
 
 
 
 
Beginning of period
1

575

—

—

576

End of period
$
1

$
422

$
—

$
—

$
423

Supplemental cash flow information
 
 
 
 
 
Interest payments
$
—

$
3,017

$
—

$
—

$
3,017

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

$
(5,769
)
$
—

$
—

$
(5,769
)
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
$
59,994

$
—

$
—

$
—

$
59,994

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

$
—

$
—

$
—

$
15,612

Accrued unitholder distribution for Series A Units
$
2,146

$
—

$
—

$
—

$
2,146

Liquidity
Liquidity
Liquidity
We are required to comply with certain financial covenants and ratios in our credit facility. As of December 31, 2012, the total leverage ratio test, one of the primary financial covenants that we are required to maintain under our credit facility, was not to exceed 4.50 times. At December 31, 2012, our total indebtedness was approximately $130.9 million, which caused our total leverage to EBITDA ratio to be approximately 5.70-to-1. As a result, on December 26, 2012, the Partnership entered into the Third Amendment and Waiver to Credit Agreement, dated as of December 26, 2012 (the “Third Amendment”). The Third Amendment provided for a waiver of the Partnership's compliance with the Consolidated Total Leverage Ratio with respect to the quarter ending December 31, 2012 and for one month thereafter. The Third Amendment also requires the Partnership to provide certain financial and operating information of the Partnership on a monthly basis for 2013 and for any month after 2013 in which the Consolidated Total Leverage Ratio of the Partnership is in excess of 4.00 to 1.00. The remaining material terms and conditions of the senior secured revolving credit facility, including pricing, maturity and covenants, remained unchanged by the Third Amendment.
On January 24, 2013, the Partnership entered into the second waiver to the credit facility that extended the waiver period with respect to the Consolidated Total Leverage Ratio to March 31, 2013 (and subsequently extended to April 16, 2013). Additional covenants during the waiver period included i) total outstanding borrowings under the credit facility shall not exceed $150.0 million; ii) restrictions on certain acquisitions; iii) an increase to the Eurodollar rate by 0.50%; iv) additional fees of 0.125% of the principal amount on each of February 28, 2013 and March 31, 2013; and v) execution of a compliance certificate.
On April 15, 2013, we repaid approximately $12.5 million in outstanding borrowings under the credit agreement and entered into the Fourth Amendment in connection with the ArcLight Transaction. As a result, we had approximately $130 million of outstanding borrowings as of April 15, 2013 and approximately $45 million of available borrowing capacity as a result of the reduction of our borrowing capacity to a total of $175 million as described below. Until the quarter ending June 30, 2013, we were not required to meet a Consolidated Leverage Ratio under our June 2012 amended credit facility as amended to date. The Fourth Amendment provides for the following:
•
The consummation of the ArcLight Transactions and the PIK Distribution according to the terms of the Amended Partnership Agreement are permitted;
•
Commencing on October 1, 2013, the aggregate commitments of the lenders under the credit agreement will be reduced to $175 million unless before such date AIM Midstream Holdings makes an equity contribution to the Partnership of $12.5 million that is used to repay borrowings under the credit facility by October 1, 2013;
•
The total outstanding borrowings under the credit agreement are limited to $175 million until such equity contribution by AIM Midstream Holdings and debt repayment has occurred, at which time the maximum permitted borrowings under the credit agreement will be raised to $200 million;
•
The margins relating to our (i) Eurodollar-based loans range from 2.50% to 4.75% depending on the Consolidated Total Leverage ratio then in effect, and (ii) base rate loans range from 1.5% to 3.75%;
•
The definition of Consolidated Total Indebtedness will not include the Series A Units or certain unsecured surety bonds relating to the High Point Assets;
•
The definition of Consolidated EBITDA (the consolidated EBITDA for the quarters ending June 30 and September 30, 2013 will be annualized for purposes of the Consolidated Total Leverage Ratio) will:
◦
include, on a pro forma basis, the consolidated EBITDA of the High Point Subsidiaries as if they were owned by the Partnership beginning on January 1, 2013;
◦
exclude any insurance proceeds attributable to any event occurring prior to January 1, 2013; and
◦
exclude any one-time, non-recurring transaction expenses of the Partnership incurred in connection with the ArcLight Transactions or the Fourth Amendment.
•
During the period that commenced with the quarter ended March 31, 2013 and that ends with the quarter ending December 31, 2013, unless the Partnership has permanently canceled at least 20% of the number of subordinated units outstanding on April 15, 2013, the Partnership must reduce any quarterly cash distribution on either its subordinated units or Series A Preferred Units (at the Partnership's election) by an aggregate of $0.4 million per quarter, and such reduction may not be replaced by in-kind distributions of Partnership securities;
•
The maximum Consolidated Total Leverage Ratio permitted as of the end of any fiscal quarter cannot exceed the ratio set forth below:
Fiscal Quarter Ending
Consolidated Total Leverage Ratio
June 30, 2013
5.90:1.00
September 30, 2013
5.90:1.00
December 31, 2013
5.75:1.00
March 31, 2014
5.75:1.00
June 30, 2014
5.75:1.00
September 30, 2014
5.50:1.00
December 31, 2014
5.25:1.00
March 31, 2015 and each fiscal quarter thereafter
4.50:1.00


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

As of July 31, 2013, we had approximately $131.2 million of outstanding borrowings and approximately $29.7 million of available borrowing capacity as a result of the reduction of our borrowing capacity to a total of $175 million as described herein.

The Partnership believes that the consummation of the ArcLight Transactions will allow it to comply with the Consolidated Total Leverage to EBTIDA ratio in the Fourth Amendment. However, no assurances can be given that the Partnership's results of operations following the ArcLight Transactions will allow us to comply with financial covenants of the Fourth Amendment. If we are not able to generate sufficient cash flows from operations to comply with the financial covenants in the Fourth Amendment and we are not able enter into an agreement to refinance or obtain covenant default waivers, then the outstanding balance under our credit facility could become due and payable upon acceleration by the lenders in our banking group and other agreements with cross-default provisions, if any, could become due. In addition, failure to comply with any of the covenants under our Fourth Amendment could adversely affect our ability to fund ongoing operations and growth capital requirements as well as our ability to pay distributions to our unitholders.
Subsequent Events
Subsequent Events
Subsequent Events
Distribution
On July 23, 2013, we announced a distribution of $0.4325 per unit for the quarter ended June 30, 2013, or $1.73 per unit on an annualized basis, payable on August 14, 2013 to unitholders of record on August 7, 2013 amounting to $3.7 million, net of $0.4 million of distribution foregone by our general partner.

Equity restructuring

Effective August 9, 2013, we executed an equity restructuring agreement with American Midstream GP, LLC, our general partner, the holder of all of the Incentive Distribution Rights, and HPIP, owner of all of the outstanding subordinated units. As part of the equity restructuring agreement, 4.5 million subordinated units and previous Incentive Distribution Rights of the Partnership were combined into, and restructured as a new class of Incentive Distribution Rights (referred to herein as the “new IDRs”).   The transaction, which does not require further consents or approvals, was unanimously approved by the Board of Directors of the Partnership, on the unanimous approval and recommendation of its Conflicts Committee, which is composed solely of independent directors.

The equity restructuring permanently eliminates the subordinated units and previous Incentive Distribution Rights of the Partnership in return for the new IDRs.  Prior to completion of the equity restructuring, we were required to pay the minimum quarterly distribution of $0.4125 per unit on the subordinated units, or approximately $2 million per quarter, prior to increasing the quarterly distribution on American Midstream's common units.
 
The prior Incentive Distribution Rights provided for our general partner to receive increasing percentages (ranging from 13 percent to 48 percent) of incremental cash distributions after unitholders of the Partnership (both common and subordinated) received quarterly distributions ranging from $0.47438 per unit to $0.61875 per unit.  The new IDRs entitle our general partner to receive 48 percent of any quarterly cash distributions after common unit holders of the Partnership have received the full minimum quarterly distribution ($0.4125 per unit) for each quarter plus any arrearages from prior quarters (of which there are currently none).  

In conjunction with the equity restructuring, we are entitled to receive $12.5 million that was placed in escrow in conjunction with the acquisition in April 2013 by HPIP of our subordinated units and general partner interests. Once released from escrow, we will use the proceeds to repay borrowings on its credit facility. The former owner of the General Partner commenced legal action against the new majority owner of the General Partner in connection with the equity restructuring.  This legal action may result in a delay of the release of the $12.5 million from escrow.  If a delay occurs, and the delay extends beyond September 30, 2013, the new majority owner of the General Partner has agreed to pay $12.5 million to the Partnership to be used to repay borrowings on its credit facility. Following the release of the $12.5 million from escrow, the former majority owner of the general partner is entitled to receive warrants to purchase 300,000 of the Partnership's common units with a $0.01 per warrant exercise price. The warrants will be exercisable on the later of 18 months from the completion of the equity restructuring or the date that the volume weighted average closing price of the common units exceeds $25.00 for 30 consecutive trading days.

Due to the improvement in distribution coverage resulting from the equity restructuring, management intends to recommend to the board of directors an increase in the quarterly distribution of three percent to five percent beginning with the distribution for the third quarter 2013.
Organization and Basis of Presentation (Policies)
Nature of Business 
Nature of business
American Midstream Partners, LP (the “Partnership”) was formed on August 20, 2009 as a Delaware limited partnership for the purpose of acquiring and operating certain natural gas pipeline and processing businesses. We provide natural gas gathering, treating, processing, fractionating, marketing and transportation services primarily in the Gulf Coast and Southeast regions of the United States. We hold our assets in a series of wholly owned limited liability companies as well as a limited partnership. Our capital accounts consist of general partner interests and limited partner interests.
Our interstate 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:
•
American Midstream (Midla), LLC, which owns and operates approximately 370 miles of interstate pipeline that runs from the Monroe gas field in northern Louisiana south through Mississippi to Baton Rouge, Louisiana; and
•
American Midstream (AlaTenn), LLC, which owns and operates approximately 295 miles of interstate pipeline that runs through the Tennessee River Valley from Selmer, Tennessee to Huntsville, Alabama and serves an eight-county area in Alabama, Mississippi and Tennessee.
ArcLight Transactions
On April 15, 2013, the Partnership, our general partner and AIM Midstream Holdings, LLC ("AIM"), an affiliate of American Infrastructure MLP Fund, entered into agreements (the "ArcLight Transactions") with High Point Infrastructure Partners, LLC ("HPIP"), an affiliate of ArcLight Capital Partners, LLC, pursuant to which HPIP (i) acquired 90% of our general partner and all of our subordinated units from AIM and (ii) contributed certain midstream assets and $15.0 million in cash to us in exchange for 5,142,857 newly issued convertible preferred units (the “Series A Units”) issued by the Partnership.  Of the $15.0 million cash consideration paid by High Point, approximately $2.5 million was used to pay certain transaction expenses of High Point, and the remaining approximately $12.5 million was used to repay borrowings outstanding under the Partnership's credit facility in connection with the Fourth Amendment. As a result of these transactions, which were also consummated on April 15, 2013, HPIP acquired both control of our general partner and a majority of our outstanding limited partner interests.  The midstream assets contributed by HPIP consist of approximately 600 miles of natural gas and liquids pipeline assets located in southeast Louisiana and the shallow water and deep shelf Gulf of Mexico (commonly referred to as the "High Point system"). The High Point system gathers natural gas from both onshore and offshore producing regions around southeast Louisiana. The onshore footprint is in Plaquemines and St. Bernard's Parishes, LA. The offshore footprint consists of the following federal Gulf of Mexico zones: Mississippi Canyon, Viosca Knoll, West Delta, Main Pass, South Pass and Breton Sound. Natural gas is collected at more than 75 receipt points that connect to hundreds of wells targeting various geological zones in water depths up to 1,000 feet, with an emphasis on oil and liquids-rich reservoirs. The High Point system is comprised of FERC-regulated transmission assets and non-jurisdictional assets, both of which accept natural gas from well production and interconnected pipeline systems. Natural gas is delivered to the Toca Gas Processing Plant, operated by Enterprise, where the products are processed and the residue gas sent to an unaffiliated interstate system owned by Kinder Morgan. See Note 3 "Acquisitions and Divestitures" for further information.

The Partnership believes that the consummation of the ArcLight Transactions will allow it to comply with the Consolidated Total Leverage to EBTIDA ratio in the Fourth Amendment to our June 2012 amended credit agreement ("Fourth Amendment"). However, no assurances can be given that the Partnership's results of operations following the ArcLight Transactions will allow us to comply with financial covenants of the Fourth Amendment. If we are not able to generate sufficient cash flows from operations to comply with the financial covenants in the Fourth Amendment and we are not able enter into an agreement to refinance or obtain covenant default waivers, then the outstanding balance under our credit facility could become due and payable upon acceleration by the lenders in our banking group and other agreements with cross-default provisions, if any, could become due. In addition, failure to comply with any of the covenants under our Fourth Amendment could adversely affect our ability to fund ongoing operations and growth capital requirements as well as our ability to pay distributions to our unitholders. See Note 17 "Liquidity" for further information.
Basis of Presentation 
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include disclosures required by GAAP for annual periods. We have made reclassifications to amounts reported in prior period condensed consolidated financial statements to conform to our current year presentation. These reclassifications did not have an impact on net income for the period previously reported. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of financial position as of June 30, 2013, and December 31, 2012, condensed consolidated statement of operations for the three and six months ended June 30, 2013 and 2012, statement of comprehensive income for the three and six months ended June 30, 2013 and 2012, statement of changes in partners’ capital and noncontrolling interest for the six months ended June 30, 2013 and 2012, and statements of cash flows for the six months ended June 30, 2013 and 2012.
Our financial results for the six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2013. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012 (“Annual Report”) filed on April 16, 2013.
Consolidation Policy 
Consolidation Policy
Our consolidated financial statements include our accounts and those of our subsidiaries in which we have a controlling interest. We hold an undivided interest in the Burns Point gas processing facility in which we are responsible for our proportionate share of the costs and expenses of the facility. Our consolidated financial statements reflect our proportionate share of the revenues, expenses, assets and liabilities of this undivided interest. In July 2012, the Partnership acquired a 87.4% undivided interest in the Chatom Processing and Fractionation facility (the "Chatom system"). Our consolidated financial statements reflect the accounts of the Chatom system since acquisition, and the interests in the Chatom system held by non-affiliated working interest owners are reflected as noncontrolling interests in the Partnership's consolidated financial statements.
Use of Estimates 
Use of Estimates
When preparing financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things (1) estimating unbilled revenues, product purchases and operating and general and administrative costs, (2) developing fair value assumptions, including estimates of future cash flows and discount rates, (3) analyzing long-lived assets for possible impairment, (4) estimating the useful lives of assets and (5) determining amounts to accrue for contingencies, guarantees and indemnifications. Actual results, therefore, could differ materially from estimated amounts.
Acquisitions and Divestitures (Tables)
Schedule of Assets and Liabilities Acquired Under Common Control [Table Text Block] 
The contribution is being treated as a transaction between entities under common control, under which the net assets received are recorded at their carrying value as of date of transfer. The following table presents the carrying value of the identified assets received and liabilities assumed at the acquisition date (in thousands):
Cash and cash equivalents
$
1,935

Accounts receivable
3,629

Unbilled revenue
1,445

Other current assets
2,049

Property, plant and equipment, net
82,615

Other assets
1,000

Accounts payable
(11
)
Accrued expenses and other current liabilities
(4,077
)
Current portion of long-term debt
(893
)
Asset retirement obligation liability
(25,763
)
Total identifiable net assets
$
61,929

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

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

Property, plant and equipment
58,279

Asset retirement cost
452

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

Disclosure of Long Lived Assets Held-for-sale [Table Text Block] 
The following table presents the identifiable assets and liabilities of the assets classified as held for sale as of June 30, 2013 in the condensed consolidated balance sheet (in thousands):

Unbilled revenue
$
1,358

Property, plant and equipment, net
874

Accrued gas purchases
(1,222
)
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] 
The following table presents the revenue, expense and (loss) gain from operations of disposal groups associated with the assets classified as held for sale for the three and six months ended June 30, 2013 and 2012 (in thousands):
 
Three months ended June 30,
 
Six months ended June 30,
 
2013
 
2012
 
2013
 
2012
Revenue
$
3,921

 
$
2,738

 
$
7,559

 
$
5,592

Expense
3,983

 
2,662

 
7,548

 
5,491

Impairment
1,807

 
—

 
1,807

 
—

(Loss) gain from operations of disposal groups
(1,869
)
 
76

 
(1,796
)
 
101

Limited partners' net loss per unit from discontinued operations (basic and diluted)
$
(0.20
)
 
$
0.01

 
$
(0.19
)
 
$
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 exceed 10% or greater of the Partnership's consolidated revenue in the consolidated statement of operations for the each of the periods presented below:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Customer A
25
%
 
29
%
 
27
%
 
31
%
Customer B
12
%
 
—
%
 
14
%
 
—
%
Customer C
12
%
 
12
%
 
12
%
 
13
%
Customer D
—
%
 
17
%
 
10
%
 
18
%
Other
51
%
 
42
%
 
37
%
 
38
%
Total
100
%
 
100
%
 
100
%
 
100
%
Derivatives (Tables)
Fair value associated with commodity derivative instruments 
As of June 30, 2013 and December 31, 2012, the value associated with our commodity derivatives, interest rate swap instrument and weather derivative were recorded in our condensed consolidated balance sheets, under the captions as follows (in thousands):
 
 
Gross Risk Management Assets
 
Gross Risk Management Liabilities
 
Net Risk Management Assets (Liabilities)
Balance Sheet Classification
 
June 30, 2013
 
December 31, 2012
 
June 30, 2013
 
December 31, 2012
 
June 30, 2013
 
December 31, 2012
Current
 
$
2,153

 
$
1,889

 
$
(71
)
 
$
(920
)
 
$
2,082

 
$
969

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
2,153

 
$
1,889

 
$
(71
)
 
$
(920
)
 
$
2,082

 
$
969

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
(290
)
 
$
—

 
$
(290
)
 
$
—

Noncurrent
 
—

 
—

 
(28
)
 
—

 
(28
)
 
—

Total liabilities
 
$
—

 
$
—

 
$
(318
)
 
$
—

 
$
(318
)
 
$
—

Realized and unrealized gains (losses) with commodity and interst rate derivative instruments 
For the three and six months ended June 30, 2013 and 2012, respectively, the realized and unrealized gains (losses) associated with our commodity derivatives, interest rate swap instrument and weather derivative were recorded in our condensed consolidated statements of operations, under the captions as follows (in thousands):
 
Three months ended June 30,
 
Six months ended June 30,

Gain (loss) on derivatives
 
Gain (loss) on derivatives
Statement of Operations Classification
Realized
 
Unrealized
 
Realized
 
Unrealized
2013
 
 
 
 
 
 
 
Gain on commodity derivatives, net
$
360

 
$
554

 
$
536

 
$
73

Interest expense
—

 
(318
)
 
—

 
(318
)
Direct operating expenses
(95
)
 
—

 
(95
)
 
—

Total
$
265

 
$
236

 
$
441

 
$
(245
)
2012
 
 
 
 
 
 
 
Gain on commodity derivatives, net
$
664

 
$
3,171

 
$
609

 
$
3,494

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 liabilities within the balance sheet, that were measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
June 30, 2013
$
1,042

 
$
—

 
$
1,042

 
$
—

 
$
1,042

December 31, 2012
$
969

 
$
—

 
$
969

 
$
—

 
$
969

Interest rate swap
 
 
 
 
 
 
 
 
 
June 30, 2013
$
(318
)
 
$
—

 
$
(318
)
 
$
—

 
$
(318
)
December 31, 2012
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Property, Plant and Equipment (Tables)
Property, plant and equipment, net
Property, plant and equipment, net, as of June 30, 2013 and December 31, 2012 were as follows (in thousands):
 
 
Useful Life
(in years)
 
June 30,
2013
 
December 31, 2012
Land
N/A
 
$
2,254

 
$
2,254

Construction in progress
N/A
 
2,531

 
5,053

Base gas
N/A
 
1,108

 
—

Buildings and improvements
4 to 40
 
1,664

 
1,432

Processing and treating plants
8 to 40
 
97,787

 
98,106

Pipelines
5 to 40
 
236,272

 
163,447

Compressors
4 to 20
 
9,485

 
8,957

Equipment
8 to 20
 
5,237

 
4,785

Computer software
5
 
2,539

 
1,950

Total property, plant and equipment
 
 
358,877

 
285,984

Accumulated depreciation
 
 
(75,924
)
 
(62,165
)
Property, plant and equipment, net
 
 
$
282,953

 
$
223,819

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

Obligations assumed
25,764

Accretion expense
167

Asset retirement obligation at June 30, 2013
$
34,250

Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Operating leases
$
265

 
$
225

 
$
484

 
$
439

Asset retirement obligation
157

 
7

 
167

 
13

 
$
422

 
$
232

 
$
651

 
$
452

Debt Obligations (Tables)
Outstanding borrowings under the credit facility
Our outstanding borrowings under debt at June 30, 2013 and December 31, 2012, respectively, were (in thousands):
 
 
June 30,
2013
 
December 31, 2012
Revolving loan facility
$
123,660

 
$
128,285

Other debt
1,250

 
—


124,910

 
128,285

Less: current portion
1,250

 
—


$
123,660

 
$
128,285

Partners' Capital (Tables)
Numbers of units outstanding 
The numbers of units outstanding as of June 30, 2013 and December 31, 2012, respectively, were as follows (in thousands):
 
June 30,
2013
 
December 31, 2012
Limited partner common units
4,683

 
4,639

Limited partner subordinated units
4,526

 
4,526

Preferred units
5,143

 
—

General partner units
185

 
185

Schedule of Calulation for Net Income (Loss) Per Limited Partner Unit 
The following table is the calculation of net income (loss) per limited partner unit for the three and six months ended June 30, 2013 and 2012, respectively (in thousands, with the exception of per unit amounts):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Net (loss) income from continuing operations
$
(19,768
)
 
$
2,251

 
$
(23,394
)
 
$
3,917

Less:
 
 
 
 
 
 
 
Declared cash distribution on Series A Preferred Units
1,074

 
—

 
1,074

 
—

Declared PIK distribution on Series A Preferred Units
1,074

 
—

 
1,074

 
—

Fair value of Series A Preferred Units in excess of value of contributed High Point System
15,612

 
—

 
15,612

 
—

General partners' distribution
80

 
81

 
160

 
161

General partners' share in undistributed loss
(820
)
 
(35
)
 
(970
)
 
(82
)
Net (loss) income from continuing operations available to limited partners
$
(36,788
)
 
$
2,205

 
$
(40,344
)
 
$
3,838

 
 
 
 
 
 
 
 
Net (loss) income attributable to the Partnership
$
(21,637
)
 
$
2,327

 
$
(25,190
)
 
$
4,018

Less:
 
 
 
 
 
 
 
Declared cash distribution on Series A Preferred Units
1,074

 
—

 
1,074

 
—

Declared PIK distribution on Series A Preferred Units
1,074

 
—

 
1,074

 
—

Fair value of Series A Preferred Units in excess of value of contributed High Point System
15,612

 
—

 
15,612

 
—

General partners' distribution
80

 
81

 
160

 
161

General partners' share in undistributed loss
(861
)
 
(34
)
 
(1,013
)
 
(80
)
Net (loss) income available to limited partners
$
(38,616
)
 
$
2,280

 
$
(42,097
)
 
$
3,937

 
 
 
 
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic)
9,198

 
9,107

 
9,183

 
9,100

 
 
 
 
 
 
 
 
Limited partners’ net (loss) income from continuing operations per unit (basic)
$
(4.00
)
 
$
0.24

 
$
(4.39
)
 
$
0.42

Limited partners’ net (loss) income per unit (basic)
$
(4.20
)
 
$
0.25

 
$
(4.58
)
 
$
0.43

 
 
 
 
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (diluted)
9,198

 
9,276

 
9,183

 
9,263

 
 
 
 
 
 
 
 
Limited partners’ net (loss) income from continuing operations per unit (diluted)
$
(4.00
)
 
$
0.24

 
$
(4.39
)
 
$
0.41

Limited partners’ net (loss) income per unit (diluted)
$
(4.20
)
 
$
0.25

 
$
(4.58
)
 
$
0.43

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
 
Six Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Outstanding at beginning of period
101,950

 
142,552

 
90,938

 
162,860

Granted
56,467

 
34,560

 
80,388

 
34,560

Forfeited
(10,000
)
 
—

 
(12,426
)
 
—

Vested
(51,684
)
 
(4,560
)
 
(62,167
)
 
(24,868
)
Outstanding at end of period
96,733

 
172,552

 
96,733

 
172,552

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

 
$
1

 
$
2

 
2

Interest cost
4

 
4

 
8

 
8

Expected return on plan assets
(17
)
 
(16
)
 
(35
)
 
(33
)
Amortization of net gain
(6
)
 
(9
)
 
(12
)
 
(18
)
Net periodic benefit
$
(18
)
 
$
(20
)
 
$
(37
)
 
$
(41
)
Commitments and Contingencies (Tables)
Future non-cancelable commitments related to certain contractual obligations 
Future non-cancellable commitments related to certain contractual obligations as of June 30, 2013 are presented below (in thousands):
 
 
Payments Due by Period
 
Total
 
2013
 
2014
 
2015
 
2016
 
2017
 
Thereafter
Operating leases and service contracts (a)
$
3,605

 
$
338

 
$
692

 
$
677

 
$
408

 
$
353

 
$
1,137

Asset retirement obligations
34,250

 
—

 
—

 
—

 
7,867

 
—

 
26,383

Total
$
37,855

 
$
338

 
$
692

 
$
677

 
$
8,275

 
$
353

 
$
27,520

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

Obligations assumed
25,764

Accretion expense
167

Asset retirement obligation at June 30, 2013
$
34,250

Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Operating leases
$
265

 
$
225

 
$
484

 
$
439

Asset retirement obligation
157

 
7

 
167

 
13

 
$
422

 
$
232

 
$
651

 
$
452

Reporting Segments (Tables)
Segment information
The following tables set forth our segment information for the three and six months ended June 30, 2013 and 2012 (in thousands):
 
 
Three Months Ended
 
June 30,
 
2013
 
2012
 
Gathering
and
Processing
 
Transmission
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
Revenue
$
49,175

 
$
24,653

 
$
73,828

 
$
28,218

 
$
11,269

 
$
39,487

Segment gross margin (a)
9,340

 
7,583

 
16,923

 
8,468

 
2,786

 
11,254

Gain on commodity derivatives, net
914

 
—

 
914

 
3,835

 
—

 
3,835

Direct operating expenses
3,565

 
3,556

 
7,121

 
2,069

 
1,125

 
3,194

Selling, general and administrative expenses
 
 
 
 
4,588

 
 
 
 
 
3,668

Equity compensation expense
 
 
 
 
1,097

 
 
 
 
 
467

Depreciation and accretion expense
 
 
 
 
6,698

 
 
 
 
 
5,092

Gain on sale of assets, net
 
 
 
 
—

 
 
 
 
 
117

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

Interest and other expense
 
 
 
 
(2,190
)
 
 
 
 
 
(825
)
(Loss) gain on discontinued operations
 
 
 
 
(1,869
)
 
 
 
 
 
76

Net (loss) income
 
 
 
 
(21,449
)
 
 
 
 
 
2,327

Less: Net income attributable to noncontrolling interests
 
 
 
 
188

 
 
 
 
 
—

Net (loss) income attributable to the Partnership
 
 
 
 
$
(21,637
)
 
 
 
 
 
$
2,327

 
 
Six Months Ended
 
June 30,
 
2013
 
2012
 
Gathering
and
Processing
 
Transmission
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
Revenue
$
94,297

 
$
39,316

 
$
133,613

 
$
59,670

 
$
24,407

 
$
84,077

Segment gross margin (a)
18,340

 
11,581

 
29,921

 
17,012

 
6,803

 
23,815

Gain on commodity derivatives, net
609

 
—

 
609

 
4,103

 
—

 
4,103

Direct operating expenses
6,982

 
4,941

 
11,923

 
3,871

 
2,208

 
6,079

Selling, general and administrative expenses
 
 
 
 
8,013

 
 
 
 
 
6,997

Equity compensation expense
 
 
 
 
1,485

 
 
 
 
 
798

Depreciation and accretion expense
 
 
 
 
12,344

 
 
 
 
 
10,218

Gain on involuntary conversion of property, plant and equipment
 
 
 
 
343

 
 
 
 
 
—

Gain on sale of assets, net
 
 
 
 
—

 
 
 
 
 
122

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

Interest and other expense
 
 
 
 
(3,921
)
 
 
 
 
 
(1,582
)
(Loss) gain on discontinued operations (b)
 
 
 
 
(1,796
)
 
 
 
 
 
101

Net (loss) income
 
 
 
 
(24,847
)
 
 
 
 
 
4,018

Less: Net income attributable to noncontrolling interests
 
 
 
 
343

 
 
 
 
 
—

Net (loss) income attributable to the Partnership
 
 
 
 
$
(25,190
)
 
 
 
 
 
$
4,018


(a)
Segment gross margin for our Gathering and Processing segment consists of revenue, realized gain (loss) on commodity derivatives less construction, operating and maintenance agreement (“COMA”) income, less purchases of natural gas, NGLs and condensate (inclusive, of gross margin from discontinued operations). Segment gross margin for our Transmission segment consists of revenue, less COMA income, less purchases of natural gas. Gross margin consists of the sum of the segment gross margin amounts for each of these segments. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner. Effective October 1, 2012, we changed our segment gross margin measure to exclude COMA income. For the three months ended June 30, 2013 and 2012, $0.1 million and $0.1 million in COMA income was excluded from our Gathering and Processing segment gross margin, respectively and less than $0.1 million and $0.8 million in COMA income was excluded from our Transmission segment gross margin, respectively. For the six months ended June 30, 2013 and 2012, $0.1 million and $0.6 million in COMA income was excluded from our Gathering and Processing segment gross margin, respectively and less than $0.1 million and $1.6 million in COMA income was excluded from our Transmission segment gross margin, respectively.
(b)
(Loss) gain on discontinued operations impacts our Gathering and Processing segment.

Subsidiary Guarantors (Tables)
Schedule of Condensed Consolidating Balance Sheet 
 
 Condensed Consolidating Balance Sheet
 
June 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
1

$
422

$
—

$
—

$
423

Accounts receivable
—

2,114

1,108

—

3,222

Unbilled revenue
—

21,585

3,894

—

25,479

Risk management assets
—

2,082

—

—

2,082

Other current assets
—

5,096

434

—

5,530

Total current assets
1

31,299

5,436

—

36,736

Property, plant and equipment, net
—

223,947

59,006

—

282,953

Noncurrent assets held for sale, net
—

874

—

—

874

Investment in subsidiaries
122,621

47,587

—

(170,208
)
—

Other assets, net
—

6,380

—

—

6,380

Total assets
$
122,622

$
310,087

$
64,442

$
(170,208
)
$
326,943

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

$
(47
)
$
6,230

$
—

$
6,183

Accrued gas purchases
—

16,632

2,749

—

19,381

Accrued expenses and other current liabilities
1,073

11,681

72

—

12,826

Current portion of long-term debt
—

1,250

—

—

1,250

Risk management liabilities
—

290

—

—

290

Total current liabilities
1,073

29,806

9,051

—

39,930

Risk management liabilities
—

28

—

—

28

Assets retirement obligations
—

34,250

—

—

34,250

Other liabilities
—

(278
)
466

—

188

Long-term debt
—

123,660

—

—

123,660

Total liabilities
1,073

187,466

9,517

—

198,056

Convertible preferred units
91,073

—

—

—

91,073

Total partners' capital
30,476

122,621

47,587

(170,208
)
30,476

Noncontrolling interest
—

—

7,338

—

7,338

Total equity and partners' capital
30,476

122,621

54,925

(170,208
)
37,814

Total liabilities, equity and partners' capital
$
122,622

$
310,087

$
64,442

$
(170,208
)
$
326,943


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

$
575

$
—

$
—

$
576

Accounts receivable
—

1,612

346

—

1,958

Unbilled revenue
—

18,102

3,410

—

21,512

Risk management assets
—

969

—

—

969

Other current assets
—

2,967

259

—

3,226

Total current assets
1

24,225

4,015

—

28,241

Property, plant and equipment, net
—

165,001

58,818

—

223,819

Investment in subsidiaries
80,164

51,613

—

(131,777
)
—

Other assets, net
—

4,636

—

—

4,636

Total assets
$
80,165

$
245,475

$
62,833

$
(131,777
)
$
256,696

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

$
5,100

$
427

$
—

$
5,527

Accrued gas purchases
—

14,606

2,428

—

17,034

Accrued expenses and other current liabilities
—

9,150

469

—

9,619

Total current liabilities
—

28,856

3,324

—

32,180

Asset retirement obligations
—

7,861

458

—

8,319

Other liabilities
—

309

—

—

309

Long-term debt
—

128,285

—

—

128,285

Total liabilities
—

165,311

3,782

—

169,093

Total partners' capital
80,165

80,164

51,613

(131,777
)
80,165

Noncontrolling interest
—

—

7,438

—

7,438

Total equity and partners' capital
80,165

80,164

59,051

(131,777
)
87,603

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

$
245,475

$
62,833

$
(131,777
)
$
256,696

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

$
61,729

$
13,607

$
(1,508
)
$
73,828

Gain on commodity derivatives, net
—

914

—

—

914

Total revenue
—

62,643

13,607

(1,508
)
74,742

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

48,333

10,571

(1,508
)
57,396

Direct operating expenses
—

6,004

1,117

—

7,121

Selling, general and administrative expenses
—

4,588

—

—

4,588

Equity compensation expense
—

1,097

—

—

1,097

Depreciation and accretion expense
—

6,284

414

—

6,698

Total operating expenses
—

66,306

12,102

(1,508
)
76,900

Loss on impairment of property, plant and equipment
—

(15,232
)
—

—

(15,232
)
Operating (loss) income
—

(18,895
)
1,505

—

(17,390
)
Other income (expense):
 
 
 
 
 
Earnings from consolidated affiliates
(21,637
)
1,317

—

20,320

—

Interest expense
—

(2,190
)
—

—

(2,190
)
Net (loss) income from continuing operations
(21,637
)
(19,768
)
1,505

20,320

(19,580
)
Discontinued operations
—

(1,869
)
—

—

(1,869
)
Net (loss) income
(21,637
)
(21,637
)
1,505

20,320

(21,449
)
Net income attributable to noncontrolling interests
—

—

188

—

188

Net (loss) income attributable to the Partnership
$
(21,637
)
$
(21,637
)
$
1,317

$
20,320

$
(21,637
)
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] 
 
 Condensed Consolidating Statements of Cash Flows
 
Six months ended June 30, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
Net cash provided by operating activities
$
—

$
8,923

$
2,736

$
—

$
11,659

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

—

—

—

—

Additions to property, plant and equipment
—

(12,515
)
(1
)
—

(12,516
)
Proceeds from property damage insurance recoveries
—

482

—

—

482

Net contributions from affiliates
7,805

—

—

(7,805
)
—

Net distributions to affiliates
(14,393
)
—

—

14,393

—

Net cash provided by (used in) investing activities
(6,588
)
(12,033
)
(1
)
6,588

(12,034
)
Cash flows from financing activities
 
 
 
 
 
Net contributions from affiliates
—

14,393

—

(14,393
)
—

Net distributions to affiliates
—

(5,513
)
(2,292
)
7,805

—

Unit holder distributions
(7,805
)
—

—

—

(7,805
)
Issuance of Series A convertible preferred units
14,393

—

—

—

14,393

Net distributions to noncontrolling interest owners
—

—

(443
)
—

(443
)
LTIP tax netting unit repurchase
—

(339
)
—

—

(339
)
Payments for deferred debt issuance costs
—

(1,315
)
—

—

(1,315
)
Payments on other debt
—

(1,139
)
—

—

(1,139
)
Borrowings on other debt
—

1,495

—

—

1,495

Payments on long-term debt
—

(56,546
)
—

—

(56,546
)
Borrowings on long-term debt
—

51,921

—

—

51,921

Net cash (used in) provided by financing activities
6,588

2,957

(2,735
)
(6,588
)
222

Net (decrease) increase in cash and cash equivalents
—

(153
)
—

—

(153
)
Cash and cash equivalents
 
 
 
 
 
Beginning of period
1

575

—

—

576

End of period
$
1

$
422

$
—

$
—

$
423

Supplemental cash flow information
 
 
 
 
 
Interest payments
$
—

$
3,017

$
—

$
—

$
3,017

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

$
(5,769
)
$
—

$
—

$
(5,769
)
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
$
59,994

$
—

$
—

$
—

$
59,994

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

$
—

$
—

$
—

$
15,612

Accrued unitholder distribution for Series A Units
$
2,146

$
—

$
—

$
—

$
2,146

Liquidity (Tables)
Schedule of Consolidated Total Leverage Ratios Permitted
The maximum Consolidated Total Leverage Ratio permitted as of the end of any fiscal quarter cannot exceed the ratio set forth below:
Fiscal Quarter Ending
Consolidated Total Leverage Ratio
June 30, 2013
5.90:1.00
September 30, 2013
5.90:1.00
December 31, 2013
5.75:1.00
March 31, 2014
5.75:1.00
June 30, 2014
5.75:1.00
September 30, 2014
5.50:1.00
December 31, 2014
5.25:1.00
March 31, 2015 and each fiscal quarter thereafter
4.50:1.00
Organization and Basis of Presentation (Details) (USD $)
6 Months Ended 3 Months Ended 0 Months Ended
Jun. 30, 2013
counties
Jun. 30, 2012
Jun. 30, 2013
Midla System [Member]
mi
Jun. 30, 2013
Ala Tenn System [Member]
mi
Jun. 30, 2013
ArcLight [Member]
ft
mi
Apr. 15, 2013
High Point Infrastructure Partners, LLC [Member]
ArcLight [Member]
Apr. 15, 2013
Issuance of Preferred Units [Member]
Series A [Member]
High Point Infrastructure Partners, LLC [Member]
Apr. 15, 2013
Issuance of Preferred Units [Member]
High Point Infrastructure Partners, LLC [Member]
Series A [Member]
Jul. 2, 2012
Chatom Processing, Gathering and Fraftionation Plant [Member]
Apr. 15, 2013
Debt Instrument, Fourth Amendment [Member]
Revolving Credit Facility [Member]
Repayment of Debt [Member]
Series A [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
 
 
 
 
 
 
Length of pipeline
 
 
370 
295 
600 
 
 
 
 
 
County in which entity operates
8 
 
 
 
 
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
 
 
90.00% 
 
 
87.40% 
 
Contributed capital
 
 
 
 
 
 
 
$ 15,000,000 
 
 
Preferred units issued
 
 
 
 
 
 
5,142,857 
5,142,857 
 
 
Number of natural gas collection receipt points
 
 
 
 
75 
 
 
 
 
 
Water depth of natural gas collection receipt points, maximum
 
 
 
 
1,000 
 
 
 
 
 
Transaction expenses
 
 
 
 
 
 
 
2,500,000 
 
 
Payments on long-term debt
$ 56,546,000 
$ 25,350,000 
 
 
 
 
 
 
 
$ 12,500,000 
Acquisitions and Divestitures (High Point) (Details) (USD $)
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 3 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Apr. 15, 2013
Dec. 31, 2012
Jun. 30, 2013
High Point Infrastructure Partners, LLC [Member]
Jun. 30, 2013
High Point Infrastructure Partners, LLC [Member]
mi
Apr. 15, 2013
High Point Infrastructure Partners, LLC [Member]
Gas_Receipt_Point
Apr. 15, 2013
AIM Midstream Holdings [Member]
Partnership Interest [Member]
High Point Infrastructure Partners, LLC [Member]
Apr. 15, 2013
Series A [Member]
Apr. 15, 2013
Series A [Member]
AIM Midstream Holdings [Member]
Partnership Interest [Member]
High Point Infrastructure Partners, LLC [Member]
Apr. 15, 2013
Series A [Member]
Issuance of Preferred Units [Member]
High Point Infrastructure Partners, LLC [Member]
Restructuring Cost and Reserve [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
Length of pipeline
 
 
 
 
 
 
 
700 
 
 
 
 
 
Gas receipt points
 
 
 
 
 
 
 
 
75 
 
 
 
 
Total consideration for Issuance of preferred units
 
 
 
 
 
 
 
 
$ 15,000,000 
 
 
 
 
Preferred units issued
 
 
 
 
 
 
 
 
 
 
 
 
5,142,857 
Partnership cancellation of subordinated units (percent)
 
 
 
 
 
 
 
 
 
90.00% 
 
90.00% 
 
Fair value per unit
 
 
 
 
 
 
 
 
 
 
$ 17.50 
 
 
Series A convertible preferred units
91,073,000 
 
91,073,000 
 
90,000,000 
0 
 
 
 
 
 
 
 
Distributions to existing interest
15,612,000 
0 
15,612,000 
0 
 
 
 
 
 
 
15,600,000 
 
 
Cash and cash equivalents
 
 
 
 
1,935,000 
 
 
 
 
 
 
 
 
Accounts receivable
 
 
 
 
3,629,000 
 
 
 
 
 
 
 
 
Unbilled revenue
 
 
 
 
1,445,000 
 
 
 
 
 
 
 
 
Other current assets
 
 
 
 
2,049,000 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 
 
 
 
82,615,000 
 
 
 
 
 
 
 
 
Other assets
 
 
 
 
1,000,000 
 
 
 
 
 
 
 
 
Accounts payable
 
 
 
 
(11,000)
 
 
 
 
 
 
 
 
Accrued expenses and other current liabilities
 
 
 
 
(4,077,000)
 
 
 
 
 
 
 
 
Current portion of long-term debt
 
 
 
 
(893,000)
 
 
 
 
 
 
 
 
Asset retirement obligation liability
 
 
 
 
(25,763,000)
 
 
 
 
 
 
 
 
Total identifiable net assets
 
 
 
 
61,929,000 
 
 
 
 
 
 
 
 
Revenues
74,742,000 
43,322,000 
134,222,000 
88,180,000 
 
 
5,200,000 
 
 
 
 
 
 
Net (loss) income attributable to the Partnership
$ (21,637,000)
$ 2,327,000 
$ (25,190,000)
$ 4,018,000 
 
 
$ 2,000,000 
 
 
 
 
 
 
Acquisitions and Divestitures (Chatom Gathering, Processing and Fractionation Plant(Details) (USD $)
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Dec. 31, 2012
Jun. 30, 2013
High Point Infrastructure Partners, LLC [Member]
Jun. 30, 2013
Chatom Processing, Gathering and Fraftionation Plant [Member]
mi
Jul. 2, 2012
Chatom Processing, Gathering and Fraftionation Plant [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
Payments on long-term debt
 
 
$ 56,546,000 
$ 25,350,000 
 
 
 
 
Revenues
74,742,000 
43,322,000 
134,222,000 
88,180,000 
 
5,200,000 
 
 
Consideration transferred to acquire the Chatom Assets
 
 
 
 
 
 
 
 
Cash
 
 
 
 
 
 
 
51,377,000 
Unbilled revenue
 
 
 
 
 
 
 
4,535,000 
Property, plant and equipment, net
282,953,000 
 
282,953,000 
 
223,819,000 
 
 
58,279,000 
Asset retirement cost
34,250,000 
 
34,250,000 
 
8,319,000 
 
 
(452,000)
Accounts payable
6,183,000 
 
6,183,000 
 
5,527,000 
 
 
399,000 
Accrued gas purchases
19,381,000 
 
19,381,000 
 
17,034,000 
 
 
3,631,000 
Asset retirement obligation
 
 
 
 
 
 
 
452,000 
Non-controlling interest
7,338,000 
 
7,338,000 
 
7,438,000 
 
 
7,407,000 
Total identifiable net assets
 
 
 
 
 
 
 
51,377,000 
Acquisition (Textual) [Abstract]
 
 
 
 
 
 
 
 
Total cash consideration
 
 
 
 
 
 
 
51,400,000 
Chatom Assets Location
 
 
 
 
 
 
15 
 
Capacity of Refrigeration Processing Plant
 
 
 
 
 
 
25 
 
Fractionation unit
 
 
 
 
 
 
1,900 
 
Long-ton per day sulfur recovery
 
 
 
 
 
 
160 
 
Gas Gathering System
 
 
 
 
 
 
29 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
12.60% 
 
12.60% 
 
 
 
 
 
Assumed Cost of Capital
 
 
9.25% 
 
 
 
 
 
Inflationary Cost
 
 
2.50% 
 
 
 
 
 
Effective Income Tax Rate, Continuing Operations
 
 
35.00% 
 
 
 
 
 
Effective Income Tax Rate Reconciliation, State and Local Income Taxes
 
 
6.50% 
 
 
 
 
 
Net (loss) income attributable to the Partnership
$ (21,637,000)
$ 2,327,000 
$ (25,190,000)
$ 4,018,000 
 
$ 2,000,000 
 
 
Acquisitions and Divestitures (Consideration Transferred) (Details) (USD $)
3 Months Ended 6 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Dec. 31, 2012
Jun. 30, 2013
Chatom Processing, Gathering and Fraftionation Plant [Member]
mi
Jul. 2, 2012
Chatom Processing, Gathering and Fraftionation Plant [Member]
Restructuring Cost and Reserve [Line Items]
 
 
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
 
 
 
87.40% 
Cash
 
 
 
 
 
 
$ 51,377,000 
Unbilled revenue
 
 
 
 
 
 
4,535,000 
Property, plant and equipment, net
282,953,000 
 
282,953,000 
 
223,819,000 
 
58,279,000 
Asset retirement obligation liability
(34,250,000)
 
(34,250,000)
 
(8,319,000)
 
452,000 
Accounts Payable, Current
(6,183,000)
 
(6,183,000)
 
(5,527,000)
 
(399,000)
Gas Purchase Payable, Current
(19,381,000)
 
(19,381,000)
 
(17,034,000)
 
(3,631,000)
Asset Retirement Obligation, Current
 
 
 
 
 
 
(452,000)
Stockholders' Equity Attributable to Noncontrolling Interest
(7,338,000)
 
(7,338,000)
 
(7,438,000)
 
(7,407,000)
Total identifiable net assets
 
 
 
 
 
 
51,377,000 
Business Acquisition, Cost of Acquired Entity, Cash Paid
 
 
 
 
 
 
51,400,000 
Chatom Assets Location
 
 
 
 
 
15 
 
Capacity of Refrigeration Processing Plant
 
 
 
 
 
25 
 
Fractionation unit
 
 
 
 
 
1,900 
 
Long-ton per day sulfur recovery
 
 
 
 
 
160 
 
Gas gathering system
 
 
 
 
 
29 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
12.60% 
 
12.60% 
 
 
 
 
Revenues
74,742,000 
43,322,000 
134,222,000 
88,180,000 
 
 
 
Net income (loss)
$ (21,637,000)
$ 2,327,000 
$ (25,190,000)
$ 4,018,000 
 
 
 
Acquisitions and Divestitures (Other Non-Strategic Midstream Assets) (Details) (Gathering and Processing Assets [Member], USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Business Acquisition [Line Items]
 
 
 
 
Impairment
$ 1,807,000 
$ 0 
$ 1,807,000 
$ 0 
Assets held for sale net book value
$ 900,000 
 
$ 900,000 
 
Level 3 [Member] |
Income Approach Valuation Technique [Member]
 
 
 
 
Business Acquisition [Line Items]
 
 
 
 
Assumed discount rate
10.00% 
 
 
 
Decline in throughput volumes, rate
2.50% 
 
 
 
Acquisitions and Divestitures (Identifiable Assets and Liabilities Classified As Held for Sale) (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Unbilled revenue
$ 25,479 
$ 21,512 
Property, plant and equipment, net
282,953 
223,819 
Accrued gas purchases
(19,381)
(17,034)
Gathering and Processing Assets [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Unbilled revenue
1,358 
 
Property, plant and equipment, net
874 
 
Accrued gas purchases
$ (1,222)
 
Acquisitions and Divestitures (Revenue, Expense, and Loss from Operations, Classified as Held for Sale) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
(Loss) gain from operations of disposal groups
$ (1,869)
$ 76 
$ (1,796)1
$ 101 1
Gathering and Processing Assets [Member]
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Revenue
3,921 
2,738 
7,559 
5,592 
Expense
3,983 
2,662 
7,548 
5,491 
Impairment
1,807 
0 
1,807 
0 
(Loss) gain from operations of disposal groups
$ (1,869)
$ 76 
$ (1,796)
$ 101 
Limited partners' (loss) per unit from discontinued operations (basic)
(0.20)
0.01 
(0.19)
0.01 
Limited partners' (loss) per unit from discontinued operations (diluted)
(0.20)
0.01 
(0.19)
0.01 
Concentration of Credit Risk and Trade Accounts Receivable (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Concentration Risk [Line Items]
 
 
 
 
Allowance for Doubtful Accounts Receivable
$ 0 
$ 0 
$ 0 
$ 0 
Entity-Wide Revenue, Major Customer, Percentage
100.00% 
100.00% 
100.00% 
100.00% 
Customer A [Member]
 
 
 
 
Concentration Risk [Line Items]
 
 
 
 
Entity-Wide Revenue, Major Customer, Percentage
25.00% 
29.00% 
27.00% 
31.00% 
Customer B [Member]
 
 
 
 
Concentration Risk [Line Items]
 
 
 
 
Entity-Wide Revenue, Major Customer, Percentage
12.00% 
0.00% 
14.00% 
0.00% 
Cusotmer C [Member]
 
 
 
 
Concentration Risk [Line Items]
 
 
 
 
Entity-Wide Revenue, Major Customer, Percentage
12.00% 
12.00% 
12.00% 
13.00% 
Cusotmer D [Member]
 
 
 
 
Concentration Risk [Line Items]
 
 
 
 
Entity-Wide Revenue, Major Customer, Percentage
0.00% 
17.00% 
10.00% 
18.00% 
Customer Other [Member]
 
 
 
 
Concentration Risk [Line Items]
 
 
 
 
Entity-Wide Revenue, Major Customer, Percentage
51.00% 
42.00% 
37.00% 
38.00% 
Derivatives (Fair Value of Commodity Derivatives) (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Derivative [Line Items]
 
 
Gross Risk Management Assets
$ 2,153 
$ 1,889 
Gross Risk Management Liabilities
(71)
(920)
Net Risk Management Assets (Liabilities)
2,082 
969 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(318)
0 
Net Risk Management Assets (Liabilities)
318 
0 
Risk Management Assets [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
2,153 
1,889 
Gross Risk Management Liabilities
(71)
(920)
Net Risk Management Assets (Liabilities)
2,082 
969 
Risk Management Assets - Long Term [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
0 
0 
Risk Management Liabilities [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(290)
0 
Net Risk Management Assets (Liabilities)
290 
0 
Risk Management Liabilities - Long Term [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(28)
0 
Net Risk Management Assets (Liabilities)
$ 28 
$ 0 
Derivatives (Realized and Unrealized Gains (Losses)) (Details) (Commodity derivatives [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Sale of Derivatives
$ 265 
 
$ 441 
 
Gain on commodity derivatives, net
236 
 
(245)
 
Unrealized Gain (Loss or Write-down) [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Sale of Derivatives
360 
664 
536 
609 
Gain on commodity derivatives, net
554 
3,171 
73 
3,494 
Interest Expense [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Sale of Derivatives
0 
 
0 
 
Gain on commodity derivatives, net
(318)
 
(318)
 
Other Income [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Sale of Derivatives
(95)
 
(95)
 
Gain on commodity derivatives, net
$ 0 
 
$ 0 
 
Derivatives (Details Textual) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2013
Derivative [Line Items]
 
 
Aggregate notional volume of our commodity derivative
7,100,000 
7,100,000 
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Notional amount of interest rate swap
$ 100,000,000 
$ 100,000,000 
Weather Contract [Member]
 
 
Derivative [Line Items]
 
 
Potential proceeds from derivative contract
10,000,000 
 
Fair value of derivative
0 
0 
Payment for weather derivative premium
 
1,100,000 
Derivative term of contract
12 months 
12 months 
Risk management assets
$ 1,000,000 
$ 1,000,000 
Fair Value Measurement (Details) (USD $)
12 Months Ended
Dec. 31, 2012
Jun. 30, 2013
Commodity Contract [Member]
Dec. 31, 2012
Commodity Contract [Member]
Jun. 30, 2013
Commodity Contract [Member]
Carrying Reported Amount Fair Value Disclosure [Member]
Dec. 31, 2012
Commodity Contract [Member]
Carrying Reported Amount Fair Value Disclosure [Member]
Jun. 30, 2013
Commodity Contract [Member]
Level 1 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Commodity Contract [Member]
Level 1 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Jun. 30, 2013
Commodity Contract [Member]
Level 2 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Commodity Contract [Member]
Level 2 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Jun. 30, 2013
Commodity Contract [Member]
Level 3 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Commodity Contract [Member]
Level 3 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Jun. 30, 2013
Interest Rate Swap [Member]
Dec. 31, 2012
Interest Rate Swap [Member]
Jun. 30, 2013
Interest Rate Swap [Member]
Carrying Reported Amount Fair Value Disclosure [Member]
Dec. 31, 2012
Interest Rate Swap [Member]
Carrying Reported Amount Fair Value Disclosure [Member]
Jun. 30, 2013
Interest Rate Swap [Member]
Level 1 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Interest Rate Swap [Member]
Level 1 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Jun. 30, 2013
Interest Rate Swap [Member]
Level 2 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Interest Rate Swap [Member]
Level 2 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Jun. 30, 2013
Interest Rate Swap [Member]
Level 3 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Dec. 31, 2012
Interest Rate Swap [Member]
Level 3 [Member]
Estimate of Fair Value, Fair Value Disclosure [Member]
Derivatives, Fair Value [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transfers out of Level 3, into Level 2
$ 1,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carrying Amount
 
 
 
1,042,000 
969,000 
 
 
 
 
 
 
 
 
(318,000)
0 
 
 
 
 
 
 
Estimated Fair Value
 
$ 1,042,000 
$ 969,000 
 
 
$ 0 
$ 0 
$ 1,042,000 
$ 969,000 
$ 0 
$ 0 
$ (318,000)
$ 0 
 
 
$ 0 
$ 0 
$ (318,000)
$ 0 
$ 0 
$ 0 
Property, Plant and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Jun. 30, 2013
Dec. 31, 2012
Jun. 30, 2013
Land [Member]
Dec. 31, 2012
Land [Member]
Jun. 30, 2013
Construction in progress [Member]
Dec. 31, 2012
Construction in progress [Member]
Jun. 30, 2013
Base gas [Member]
Dec. 31, 2012
Base gas [Member]
Jun. 30, 2013
Buildings and improvements [Member]
Dec. 31, 2012
Buildings and improvements [Member]
Jun. 30, 2013
Processing and treating plants [Member]
Dec. 31, 2012
Processing and treating plants [Member]
Jun. 30, 2013
Pipelines [Member]
Dec. 31, 2012
Pipelines [Member]
Jun. 30, 2013
Compressors [Member]
Dec. 31, 2012
Compressors [Member]
Jun. 30, 2013
Equipment [Member]
Dec. 31, 2012
Equipment [Member]
Jun. 30, 2013
Computer software [Member]
Dec. 31, 2012
Computer software [Member]
Jun. 30, 2013
Property, Plant And Equipment [Member]
Dec. 31, 2012
Property, Plant And Equipment [Member]
Jun. 30, 2013
Maximum [Member]
Buildings and improvements [Member]
Jun. 30, 2013
Maximum [Member]
Processing and treating plants [Member]
Jun. 30, 2013
Maximum [Member]
Pipelines [Member]
Jun. 30, 2013
Maximum [Member]
Compressors [Member]
Jun. 30, 2013
Maximum [Member]
Equipment [Member]
Jun. 30, 2013
Maximum [Member]
Computer software [Member]
Jun. 30, 2013
Minimum [Member]
Buildings and improvements [Member]
Jun. 30, 2013
Minimum [Member]
Processing and treating plants [Member]
Jun. 30, 2013
Minimum [Member]
Pipelines [Member]
Jun. 30, 2013
Minimum [Member]
Compressors [Member]
Jun. 30, 2013
Minimum [Member]
Equipment [Member]
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment gross
 
 
$ 2,254 
$ 2,254 
$ 2,531 
$ 5,053 
$ 1,108 
$ 0 
$ 1,664 
$ 1,432 
$ 97,787 
$ 98,106 
$ 236,272 
$ 163,447 
$ 9,485 
$ 8,957 
$ 5,237 
$ 4,785 
$ 2,539 
$ 1,950 
 
$ 285,984 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment in useful life
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40 years 
40 years 
40 years 
20 years 
20 years 
5 years 
4 years 
8 years 
5 years 
4 years 
8 years 
Accumulated depreciation
(75,924)
(62,165)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$ 282,953 
$ 223,819 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 358,877 
 
 
 
 
 
 
 
 
 
 
 
 
Property, Plant and Equipment (Details Textual) (USD $)
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended
Jun. 30, 2013
Mar. 31, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
AlaTenn system [Member]
Dec. 31, 2012
AlaTenn system [Member]
Jun. 30, 2013
Gathering and Processing Assets [Member]
Jun. 30, 2012
Gathering and Processing Assets [Member]
Jun. 30, 2013
Gathering and Processing Assets [Member]
Jun. 30, 2012
Gathering and Processing Assets [Member]
Jun. 30, 2013
Fair Value, Inputs, Level 3 [Member]
Gathering and Processing Assets [Member]
Income Approach Valuation Technique [Member]
Jun. 30, 2013
Fair Value, Inputs, Level 3 [Member]
Gathering and Processing Assets [Member]
Discounted Cash Flow Technique [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment gross
 
 
 
 
 
$ 98,100,000 
$ 26,100,000 
 
 
 
 
 
 
Capitalized interest
100,000 
 
 
100,000 
 
 
 
 
 
 
 
 
 
Depreciation
6,698,000 
 
5,092,000 
12,344,000 
10,218,000 
 
 
 
 
 
 
 
 
AROs included in other liabilities for specific assets
 
 
 
25,764,000 
 
 
 
 
 
 
 
 
 
Accretion expense, included in depreciation expense
100,000 
 
100,000 
167,000 
100,000 
 
 
 
 
 
 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
600,000 
500,000 
 
482,000 
0 
 
 
 
 
 
 
 
 
Gain on involuntary conversion of property, plant and equipment
0 
400,000 
0 
343,000 
0 
 
 
 
 
 
 
 
 
Gain (loss) on involuntary conversion of property, plant and equipment
15,232,000 
100,000 
0 
15,232,000 
0 
 
 
 
 
 
 
 
 
Proceeds from Insurance Settlement, Operating Activities
500,000 
 
 
1,100,000 
 
 
 
 
 
 
 
 
 
Assumed discount rate
 
 
 
 
 
 
 
 
 
 
 
10.00% 
 
Decline in throughput volumes, rate
 
 
 
 
 
 
 
 
 
 
 
2.50% 
 
Impairment
 
 
 
 
 
 
 
$ 1,807,000 
$ 0 
$ 1,807,000 
$ 0 
 
$ 1,807,000 
Asset Retirement Obligation (Details) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Asset Retirement Obligation Disclosure [Abstract]
 
 
 
 
Balance at beginning of period
$ 34,250,000 
 
$ 34,250,000 
 
Obligations assumed
 
 
25,764,000 
 
Accretion expense
100,000 
100,000 
167,000 
100,000 
Balance at end of period
 
 
8,319,000 
 
Other assets, net
$ 1,000,000 
 
$ 1,000,000 
 
Debt Obligations (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Debt Disclosure [Abstract]
 
 
Revolving loan facility
$ 123,660 
$ 128,285 
Other debt
1,250 
0 
Long-term debt
124,910 
128,285 
Less: current portion
1,250 
0 
Long- term debt
$ 123,660 
$ 128,285 
Debt Obligations (Details Textual) (USD $)
6 Months Ended 6 Months Ended
Jun. 30, 2013
Dec. 31, 2012
Jun. 30, 2013
Revolving Credit Facility [Member]
Jun. 30, 2013
Eurodollar [Member]
Revolving Credit Facility [Member]
Jun. 30, 2013
Debt Instrument, Third Amendment [Member]
Dec. 31, 2012
Debt Instrument, Third Amendment [Member]
Jun. 30, 2013
Debt Instrument, Third Amendment [Member]
Eurodollar [Member]
Revolving Credit Facility [Member]
Jun. 30, 2013
Debt Instrument, Fourth Amendment [Member]
Revolving Credit Facility [Member]
Apr. 15, 2013
Debt Instrument, Fourth Amendment [Member]
Revolving Credit Facility [Member]
Jun. 30, 2013
Insurance Premium Financing [Member]
Maximum [Member]
Jun. 30, 2013
Insurance Premium Financing [Member]
Minimum [Member]
Jul. 31, 2013
Subsequent Event [Member]
Debt Instrument, Fourth Amendment [Member]
Revolving Credit Facility [Member]
Long-Term Debt (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
Leverage ratio requirement
4.50 
4.50 
 
 
4.00 
4.00 
 
 
 
 
 
 
Total indebtedness
$ 130,900,000 
$ 130,900,000 
 
 
 
 
 
 
 
 
 
 
Ratio of indebtedness to net capital
5.70 
5.70 
 
 
 
 
 
 
 
 
 
 
Maximum outstanding borrowings under credit facility
 
 
150,000,000 
 
 
 
 
175,000,000 
175,000,000 
 
 
175,000,000 
Description of variable rate basis
 
 
 
Eurodollar Rate 
 
 
 
 
 
 
 
 
Letter of credit outstanding
2,600,000 
2,600,000 
 
 
 
 
 
 
 
 
 
 
Debt issuance cost
5,700,000 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
0.50% 
 
 
 
 
 
 
 
 
Additional fees
 
 
0.125% 
 
 
 
0.125% 
 
 
 
 
 
Leverage covenant ratio test
 
 
4.62 
 
 
 
 
 
 
 
 
 
Revolving loan facility
123,660,000 
128,285,000 
 
 
 
 
 
126,300,000 
130,000,000 
 
 
131,200,000 
Remaining borrowing capacity
 
 
 
 
 
 
 
34,600,000 
45,000,000 
 
 
29,700,000 
Insurance premium financing
3,300,000 
 
 
 
 
 
 
 
 
 
 
 
Facility fee (percent)
 
 
 
 
 
 
0.50% 
 
 
4.00% 
3.22% 
 
Periodic payment amount
$ 400,000 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital (Details)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Limited partner common units
9,209 
9,165 
General partner interest units
185 
185 
AIM Midstream Holdings No. of units outstanding [Member]
 
 
Limited partner common units
4,683 
4,639 
Limited partner subordinated units
4,526 
4,526 
Preferred units
5,143 
0 
General partner interest units
185 
185 
Partners Capital (Details Textual) (USD $)
3 Months Ended 6 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 1 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Apr. 15, 2013
Dec. 31, 2012
Apr. 15, 2013
Partnership Interest [Member]
High Point Infrastructure Partners, LLC [Member]
AIM Midstream Holdings [Member]
Apr. 15, 2013
Series A [Member]
Apr. 15, 2013
Series A [Member]
Partnership Interest [Member]
High Point Infrastructure Partners, LLC [Member]
AIM Midstream Holdings [Member]
Apr. 15, 2013
Series A [Member]
Issuance of Preferred Units [Member]
High Point Infrastructure Partners, LLC [Member]
Jun. 30, 2013
Debt Instrument, Fourth Amendment [Member]
Apr. 15, 2013
Revolving Credit Facility [Member]
Debt Instrument, Fourth Amendment [Member]
Series A [Member]
Repayment of Debt [Member]
Apr. 15, 2013
Cash Distribution [Member]
Series A [Member]
Jan. 25, 2013
Partnership Interest [Member]
Series A [Member]
Jun. 30, 2013
Payable Current Quarter [Member]
Cash Distribution [Member]
Series A [Member]
Jun. 30, 2013
Payable Next Fiscal Quarter [Member]
Cash Distribution [Member]
Series A [Member]
Partners Capital (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner interest
 
 
2.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest
 
 
98.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership cancellation of subordinated units (percent)
 
 
 
 
 
 
90.00% 
 
90.00% 
 
20.00% 
 
 
 
 
 
Contributed capital
 
 
 
 
 
 
 
 
 
$ 15,000,000 
 
 
 
 
 
 
Preferred units issued
 
 
 
 
 
 
 
 
 
5,142,857 
 
 
 
 
 
 
Transaction expenses
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
 
 
 
 
Payments on long-term debt
 
 
56,546,000 
25,350,000 
 
 
 
 
 
 
 
12,500,000 
 
 
 
 
Dividend distribution
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.25 
 
 
 
Distribution announced
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.50 
 
 
Fair value per unit
 
 
 
 
 
 
 
$ 17.50 
 
 
 
 
 
 
 
 
Series A convertible preferred units
91,073,000 
 
91,073,000 
 
90,000,000 
0 
 
 
 
 
 
 
 
 
 
 
Total identifiable net assets
 
 
 
 
61,929,000 
 
 
 
 
 
 
 
 
 
 
 
Fair value of Series A Units in excess of net assets received
(15,612,000)
0 
(15,612,000)
0 
 
 
 
(15,600,000)
 
 
 
 
 
 
 
 
Dilutive effect of unit based awards
172,552 
 
 
172,552 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions
 
 
7,800,000 
8,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends payable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,100,000 
$ 1,100,000 
Partners' Capital (Calculation of Net Income (Loss) Per Limited Partner Unit) (Details) (USD $)
Share data in Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Statement of Partners' Capital [Abstract]
 
 
 
 
Net (loss) income from continuing operations
$ (19,768,000)
$ 2,251,000 
$ (23,394,000)
$ 3,917,000 
Net (loss) income attributable to the Partnership
(21,637,000)
2,327,000 
(25,190,000)
4,018,000 
Declared cash distribution on Series A Preferred Units
1,074,000 
0 
1,074,000 
0 
Declared PIK distribution on Series A Preferred Units
1,074,000 
0 
1,074,000 
0 
Fair value of Series A Preferred Units in excess of value of contributed High Point System
15,612,000 
0 
15,612,000 
0 
General partners' distribution
80,000 
81,000 
160,000 
161,000 
General Partners' Capital Account, Period Undistributed Income (Loss) From Continuing Operations, Amount
820,000 
35,000 
970,000 
82,000 
Distributions
 
 
7,800,000 
8,000,000 
General partners' share in undistributed loss
(861,000)
(34,000)
(1,013,000)
(80,000)
Net (loss) income from continuing operations available to limited partners
(36,788,000)
2,205,000 
(40,344,000)
3,838,000 
Net (loss) income available to limited partners
$ (38,616,000)
$ 2,280,000 
$ (42,097,000)
$ 3,937,000 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic)
9,198 
9,107 
9,183 
9,100 
Limited partners’ net (loss) income from continuing operations per unit (basic)
(4.00)
0.24 
(4.39)
0.42 
Limited partners’ net (loss) income per unit (basic)
(4.20)
0.25 
(4.58)
0.43 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (diluted) (See Note 10)
9,198 
9,276 
9,183 
9,263 
Limited partners’ net (loss) income from continuing operations per unit (diluted)
(4.00)
0.24 
(4.39)
0.41 
Limited partners’ net (loss) income per unit (diluted)
(4.20)
0.25 
(4.58)
0.43 
Long-Term Incentive Plan (Details)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Table Summarizes Unit Based Awards
 
 
 
 
Outstanding, Beginning period
101,950 
142,552 
90,938 
162,860 
Granted
56,467 
34,560 
80,388 
34,560 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period
(10,000)
0 
(12,426)
0 
LTIP vesting, Shares
51,684 
4,560 
62,167 
24,868 
Outstanding, Ending period
96,733 
172,552 
96,733 
172,552 
Maximum [Member]
 
 
 
 
Table Summarizes Unit Based Awards
 
 
 
 
Fair Value Per Unit
21.89 
21.40 
21.89 
21.40 
Minimum [Member]
 
 
 
 
Table Summarizes Unit Based Awards
 
 
 
 
Fair Value Per Unit
13.36 
14.70 
13.36 
14.70 
Long Term Incentive Plan (Details Textual) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Dec. 31, 2012
Jul. 11, 2012
Long Term Incentive Plan (Additional Textual) [Abstract]
 
 
 
 
 
 
Long Term Incentive Plan available for future grant
870,555 
 
870,555 
 
920,193 
 
Grants Issued Under Long Term Incentive Plan
25.00% 
 
25.00% 
 
 
 
Equity compensation expense
$ 1,097,000 
$ 467,000 
$ 1,485,000 
$ 798,000 
 
 
Total fair value of vested units
 
 
1,100,000 
500,000 
 
 
Compensation cost related unvested awards
1,100,000 
2,600,000 
1,100,000 
2,600,000 
 
 
Weighted average period cost recognized
 
 
1 year 2 months 18 days 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized
 
 
 
 
 
871,750 
Phantom units [Member]
 
 
 
 
 
 
Long Term Incentive Plan (Additional Textual) [Abstract]
 
 
 
 
 
 
Equity compensation expense
$ 1,100,000 
$ 500,000 
$ 1,500,000 
$ 800,000 
 
 
Post-Employment Benefits (Details) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Cost recognized in Unaudited Condensed Consolidated Statements of Operations
 
 
 
 
Net periodic (benefit) cost
 
 
$ (37,000)
$ (41,000)
OPEB Plan [Member]
 
 
 
 
Cost recognized in Unaudited Condensed Consolidated Statements of Operations
 
 
 
 
Service cost
1,000 
1,000 
2,000 
2,000 
Interest cost
4,000 
4,000 
8,000 
8,000 
Expected return on plan assets
(17,000)
(16,000)
(35,000)
(33,000)
Amortization of net (gain) loss
(6,000)
(9,000)
(12,000)
(18,000)
Net periodic (benefit) cost
(18,000)
(20,000)
(37,000)
(41,000)
Expected contributions to Plan, remaining fiscal year
$ 100,000 
 
$ 100,000 
 
Commitments and Contingencies (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Future non-cancelable commitments related to certain contractual obligations
 
Contractual Obligation, Due in Next Twelve Months
$ 338 
Contractual Obligation, Due in Second Year
692 
Contractual Obligation, Due in Third Year
677 
Contractual Obligation, Due in Fourth Year
8,275 
Contractual Obligation, Due in Fifth Year
353 
Contractual Obligation, Due after Fifth Year
27,520 
Contractual Obligation, Total
37,855 
Operating leases and service contract [Member]
 
Future non-cancelable commitments related to certain contractual obligations
 
Contractual Obligation, Due in Next Twelve Months
338 1
Contractual Obligation, Due in Second Year
692 1
Contractual Obligation, Due in Third Year
677 1
Contractual Obligation, Due in Fourth Year
408 1
Contractual Obligation, Due in Fifth Year
353 1
Contractual Obligation, Due after Fifth Year
1,137 1
Contractual Obligation, Total
3,605 1
Operating Leases, Future Minimum Payments Due
52 
Assets retirement obligation [Member]
 
Future non-cancelable commitments related to certain contractual obligations
 
Contractual Obligation, Due in Next Twelve Months
0 
Contractual Obligation, Due in Second Year
0 
Contractual Obligation, Due in Third Year
0 
Contractual Obligation, Due in Fourth Year
7,867 
Contractual Obligation, Due in Fifth Year
0 
Contractual Obligation, Due after Fifth Year
26,383 
Contractual Obligation, Total
$ 34,250 
Commitments and Contingencies (Details 1) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Expenses related to operating leases, asset retirement obligations, land site Leases and right-of-way agreements
 
 
 
 
Operating leases
$ 265 
$ 225 
$ 484 
$ 439 
Asset retirement obligation
157 
7 
167 
13 
Non operating Income (Expense), Total
$ (422)
$ (232)
$ (651)
$ (452)
Related- Party Transactions (Details Textual) (American Midstream, L.L.C [Member], USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
American Midstream, L.L.C [Member]
 
 
 
 
Related Party Transactions (Textual) [Abstract]
 
 
 
 
Administrative and Operational Service Expenses
$ 3.8 
$ 2.5 
$ 6.3 
$ 6.2 
Business development
$ 0.2 
 
$ 0.5 
 
Reporting Segments (Details) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2013
Mar. 31, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Segment information
 
 
 
 
 
Revenue
$ 73,828,000 
 
$ 39,487,000 
$ 133,613,000 
$ 84,077,000 
Segment gross margin
16,923,000 1
 
11,254,000 1
29,921,000 
23,815,000 
Gain on commodity derivatives, net
914,000 
 
3,835,000 
609,000 
4,103,000 
Direct operating expenses
7,121,000 
 
3,194,000 
11,923,000 
6,079,000 
Selling, general and administrative expenses
4,588,000 
 
3,668,000 
8,013,000 
6,997,000 
Equity compensation expense
1,097,000 
 
467,000 
1,485,000 
798,000 
Depreciation and accretion expense
6,698,000 
 
5,092,000 
12,344,000 
10,218,000 
Gain on involuntary conversion of property, plant and equipment
0 
400,000 
0 
343,000 
0 
Gain on sale of assets, net
0 
 
117,000 
0 
122,000 
(Loss) gain from operations of disposal groups
(1,869,000)
 
76,000 
(1,796,000)2
101,000 2
Loss on impairment of property, plant and equipment
(15,232,000)
(100,000)
0 
(15,232,000)
0 
Interest expense
(2,190,000)
 
(825,000)
(3,921,000)
(1,582,000)
Net (loss) income
(21,449,000)
 
2,327,000 
(24,847,000)
4,018,000 
Less: Net income attributable to noncontrolling interests
188,000 
 
0 
343,000 
0 
Net (loss) income attributable to the Partnership
(21,637,000)
 
2,327,000 
(25,190,000)
4,018,000 
Gathering And Processing [Member]
 
 
 
 
 
Segment information
 
 
 
 
 
Revenue
49,175,000 
 
28,218,000 
94,297,000 
59,670,000 
Segment gross margin
9,340,000 1
 
8,468,000 1
18,340,000 
17,012,000 
Gain on commodity derivatives, net
914,000 
 
3,835,000 
609,000 
4,103,000 
Direct operating expenses
3,565,000 
 
2,069,000 
6,982,000 
3,871,000 
Construction, operating and maintenace expenses
100,000 
 
 
100,000 
 
Transmission [Member]
 
 
 
 
 
Segment information
 
 
 
 
 
Revenue
24,653,000 
 
11,269,000 
39,316,000 
24,407,000 
Segment gross margin
7,583,000 1
 
2,786,000 1
11,581,000 
6,803,000 
Gain on commodity derivatives, net
0 
 
0 
0 
0 
Direct operating expenses
3,556,000 
 
1,125,000 
4,941,000 
2,208,000 
Construction, operating and maintenace expenses
$ 100,000 
 
 
$ 100,000 
 
[1] Segment gross margin for our Gathering and Processing segment consists of revenue, realized gain (loss) on commodity derivatives less construction, operating and maintenance agreement (“COMA”) income, less purchases of natural gas, NGLs and condensate (inclusive, of gross margin from discontinued operations). Segment gross margin for our Transmission segment consists of revenue, less COMA income, less purchases of natural gas. Gross margin consists of the sum of the segment gross margin amounts for each of these segments. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner. Effective October 1, 2012, we changed our segment gross margin measure to exclude COMA income. For the three months ended June 30, 2013 and 2012, $0.1 million and $0.1 million in COMA income was excluded from our Gathering and Processing segment gross margin, respectively and less than $0.1 million and $0.8 million in COMA income was excluded from our Transmission segment gross margin, respectively. For the six months ended June 30, 2013 and 2012, $0.1 million and $0.6 million in COMA income was excluded from our Gathering and Processing segment gross margin, respectively and less than $0.1 million and $1.6 million in COMA income was excluded from our Transmission segment gross margin, respectively.
Reporting Segments (Details Textual)
6 Months Ended
Jun. 30, 2013
segment
Apr. 15, 2013
High Point Infrastructure Partners, LLC [Member]
ArcLight [Member]
Segment Reporting Information [Line Items]
 
 
Number of Operating Segments
2 
 
Percentage of voting interests acquired
 
90.00% 
Subsidiary Guarantors (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Mar. 31, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Apr. 15, 2013
Dec. 31, 2012
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
Percentage of agragate limited partner interest
 
 
 
100.00% 
100.00% 
 
 
Ownership interest
87.40% 
 
 
87.40% 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$ 423 
 
$ 1,038 
$ 423 
$ 1,038 
 
 
Accounts receivable
3,222 
 
 
3,222 
 
 
1,958 
Unbilled revenue
25,479 
 
 
25,479 
 
 
21,512 
Risk management assets
2,082 
 
 
2,082 
 
 
969 
Other current assets
5,530 
 
 
5,530 
 
 
3,226 
Total current assets
36,736 
 
 
36,736 
 
 
28,241 
Property, plant and equipment, net
282,953 
 
 
282,953 
 
 
223,819 
Noncurrent assets held for sale, net
874 
 
 
874 
 
 
0 
Investment in subsidiaries
0 
 
 
0 
 
 
0 
Other assets
6,380 
 
 
6,380 
 
 
4,636 
Total assets
326,943 
 
 
326,943 
 
 
256,696 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
6,183 
 
 
6,183 
 
 
5,527 
Accrued gas purchases
19,381 
 
 
19,381 
 
 
17,034 
Risk management liabilities
12,826 
 
 
12,826 
 
 
 
Other debt
1,250 
 
 
1,250 
 
 
 
Risk management liabilities
290 
 
 
290 
 
 
0 
Accrued expenses and other current liabilities
12,826 
 
 
12,826 
 
 
9,619 
Total current liabilities
39,930 
 
 
39,930 
 
 
32,180 
Risk Management, Non Current Liabilities
28 
 
 
28 
 
 
0 
Asset retirement cost
34,250 
 
 
34,250 
 
 
8,319 
Other Liabilities, Noncurrent
188 
 
 
188 
 
 
309 
Long- term debt, excluding current maturities
123,660 
 
 
123,660 
 
 
128,285 
Total liabilities
198,056 
 
 
198,056 
 
 
169,093 
Series A convertible preferred units
91,073 
 
 
91,073 
 
90,000 
0 
Partners' Capital
30,476 
 
 
30,476 
 
 
80,165 
Non-controlling interest
7,338 
 
 
7,338 
 
 
7,438 
Total liabilities and partners’ capital
37,814 
 
 
37,814 
 
 
87,603 
Total liabilities, partners’ capital and non-controlling interest
326,943 
 
 
326,943 
 
 
256,696 
Revenues:
 
 
 
 
 
 
 
Revenue
73,828 
 
39,487 
133,613 
84,077 
 
 
Gain on commodity derivatives, net
914 
 
3,835 
609 
4,103 
 
 
Total revenue
74,742 
 
43,322 
134,222 
88,180 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Natural Gas Midstream Costs
57,396 
 
27,942 
104,698 
58,711 
 
 
Direct Operating Costs
7,121 
 
3,194 
11,923 
6,079 
 
 
Selling, General and Administrative Expense
4,588 
 
3,668 
8,013 
6,997 
 
 
Allocated Share-based Compensation Expense
1,097 
 
467 
1,485 
798 
 
 
Depreciation
6,698 
 
5,092 
12,344 
10,218 
 
 
Total operating expenses
76,900 
 
40,363 
138,463 
82,803 
 
 
Loss on impairment of property, plant and equipment
(15,232)
(100)
0 
(15,232)
0 
 
 
Gain on involuntary conversion of property, plant and equipment
0 
400 
0 
343 
0 
 
 
Operating income (loss)
(17,390)
 
3,076 
(19,130)
5,499 
 
 
Earnings from consolidated affiliates
0 
 
 
0 
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
Interest Expense
2,190 
 
825 
3,921 
1,582 
 
 
Net (loss) income from continuing operations
(19,580)
 
2,251 
(23,051)
3,917 
 
 
(Loss) gain from operations of disposal groups
(1,869)
 
76 
(1,796)1
101 1
 
 
Net (loss) income attributable to the Partnership
(21,637)
 
2,327 
(25,190)
4,018 
 
 
Net income attributable to noncontrolling interests
188 
 
0 
343 
0 
 
 
Net (loss) income
(21,449)
 
2,327 
(24,847)
4,018 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
11,659 
10,971 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
Cost of acquisitions, net of cash acquired
 
 
 
0 
 
 
 
Additions to property, plant and equipment
 
 
 
(12,516)
(2,384)
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
600 
500 
 
482 
0 
 
 
Net contributions from affiliates
 
 
 
0 
 
 
 
Net distributions to affiliates
 
 
 
0 
 
 
 
Net cash provided (used) in investing activities
 
 
 
(12,034)
(7,762)
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Net contributions from affiliates
 
 
 
0 
 
 
 
Net distributions to affiliates
 
 
 
0 
 
 
 
Unit holder distributions
 
 
 
(7,805)
(8,031)
 
 
Proceeds from Issuance of Convertible Preferred Units
 
 
 
14,393 
0 
 
 
Net distributions to non-controlling interest owners
 
 
 
(443)
0 
 
 
LTIP tax netting unit repurchase
 
 
 
(339)
(88)
 
 
Deferred debt issuance costs
 
 
 
(1,315)
(926)
 
 
Payments on other debt
 
 
 
(1,139)
0 
 
 
Borrowings on other debt
 
 
 
1,495 
0 
 
 
Payments on long-term debt
 
 
 
(56,546)
(25,350)
 
 
Borrowings on long-term debt
 
 
 
51,921 
31,340 
 
 
Net cash provided (used) in financing activities
 
 
 
222 
(3,042)
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
(153)
167 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
Beginning of period
 
576 
 
576 
871 
 
 
End of period
423 
 
1,038 
423 
1,038 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest payments
 
 
 
3,017 
1,043 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
(5,769)
66 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
59,994 
0 
 
 
Fair value of Series A Preferred Units in excess of value of contributed High Point System
15,612 
 
0 
15,612 
0 
 
 
Accrued unitholder distribution for Series A Units
 
 
 
2,146 
0 
 
 
Parent Company [Member]
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
1 
 
 
1 
 
 
 
Accounts receivable
0 
 
 
0 
 
 
0 
Unbilled revenue
0 
 
 
0 
 
 
0 
Risk management assets
0 
 
 
0 
 
 
0 
Other current assets
0 
 
 
0 
 
 
0 
Total current assets
1 
 
 
1 
 
 
1 
Property, plant and equipment, net
0 
 
 
0 
 
 
0 
Noncurrent assets held for sale, net
0 
 
 
0 
 
 
 
Investment in subsidiaries
122,621 
 
 
122,621 
 
 
80,164 
Other assets
0 
 
 
0 
 
 
0 
Total assets
122,622 
 
 
122,622 
 
 
80,165 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
0 
 
 
0 
 
 
0 
Accrued gas purchases
0 
 
 
0 
 
 
0 
Risk management liabilities
1,073 
 
 
1,073 
 
 
 
Other debt
0 
 
 
0 
 
 
 
Risk management liabilities
0 
 
 
0 
 
 
 
Accrued expenses and other current liabilities
 
 
 
 
 
 
0 
Total current liabilities
1,073 
 
 
1,073 
 
 
0 
Risk Management, Non Current Liabilities
0 
 
 
0 
 
 
 
Asset retirement cost
0 
 
 
0 
 
 
0 
Other Liabilities, Noncurrent
0 
 
 
0 
 
 
0 
Long- term debt, excluding current maturities
0 
 
 
0 
 
 
0 
Total liabilities
1,073 
 
 
1,073 
 
 
0 
Series A convertible preferred units
91,073 
 
 
91,073 
 
 
 
Partners' Capital
30,476 
 
 
30,476 
 
 
80,165 
Non-controlling interest
0 
 
 
0 
 
 
0 
Total liabilities and partners’ capital
30,476 
 
 
30,476 
 
 
80,165 
Total liabilities, partners’ capital and non-controlling interest
122,622 
 
 
122,622 
 
 
80,165 
Revenues:
 
 
 
 
 
 
 
Revenue
0 
 
 
0 
 
 
 
Gain on commodity derivatives, net
0 
 
 
0 
 
 
 
Total revenue
0 
 
 
0 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
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 
 
 
 
Depreciation
0 
 
 
0 
 
 
 
Total operating expenses
0 
 
 
0 
 
 
 
Loss on impairment of property, plant and equipment
0 
 
 
0 
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
 
 
0 
 
 
 
Operating income (loss)
0 
 
 
0 
 
 
 
Earnings from consolidated affiliates
(21,637)
 
 
(25,190)
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
Interest Expense
0 
 
 
0 
 
 
 
Net (loss) income from continuing operations
(21,637)
 
 
(25,190)
 
 
 
(Loss) gain from operations of disposal groups
0 
 
 
0 
 
 
 
Net (loss) income attributable to the Partnership
(21,637)
 
 
(25,190)
 
 
 
Net income attributable to noncontrolling interests
0 
 
 
0 
 
 
 
Net (loss) income
(21,637)
 
 
(25,190)
 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
0 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
Cost of acquisitions, net of cash acquired
 
 
 
0 
 
 
 
Additions to property, plant and equipment
 
 
 
0 
 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
 
 
 
0 
 
 
 
Net contributions from affiliates
 
 
 
7,805 
 
 
 
Net distributions to affiliates
 
 
 
(14,393)
 
 
 
Net cash provided (used) in investing activities
 
 
 
(6,588)
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Net contributions from affiliates
 
 
 
0 
 
 
 
Net distributions to affiliates
 
 
 
0 
 
 
 
Unit holder distributions
 
 
 
(7,805)
 
 
 
Proceeds from Issuance of Convertible Preferred Units
 
 
 
14,393 
 
 
 
Net distributions to non-controlling interest owners
 
 
 
0 
 
 
 
LTIP tax netting unit repurchase
 
 
 
0 
 
 
 
Deferred debt issuance costs
 
 
 
0 
 
 
 
Payments on other debt
 
 
 
0 
 
 
 
Borrowings on other debt
 
 
 
0 
 
 
 
Payments on long-term debt
 
 
 
0 
 
 
 
Borrowings on long-term debt
 
 
 
0 
 
 
 
Net cash provided (used) in financing activities
 
 
 
6,588 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
0 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
Beginning of period
 
1 
 
1 
 
 
 
End of period
1 
 
 
1 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest payments
 
 
 
0 
 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
0 
 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
59,994 
 
 
 
Fair value of Series A Preferred Units in excess of value of contributed High Point System
 
 
 
15,612 
 
 
 
Accrued unitholder distribution for Series A Units
 
 
 
2,146 
 
 
 
Guarantor Subsidiaries [Member]
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
422 
 
 
422 
 
 
 
Accounts receivable
2,114 
 
 
2,114 
 
 
1,612 
Unbilled revenue
21,585 
 
 
21,585 
 
 
18,102 
Risk management assets
2,082 
 
 
2,082 
 
 
969 
Other current assets
5,096 
 
 
5,096 
 
 
2,967 
Total current assets
31,299 
 
 
31,299 
 
 
24,225 
Property, plant and equipment, net
223,947 
 
 
223,947 
 
 
165,001 
Noncurrent assets held for sale, net
874 
 
 
874 
 
 
 
Investment in subsidiaries
47,587 
 
 
47,587 
 
 
51,613 
Other assets
6,380 
 
 
6,380 
 
 
4,636 
Total assets
310,087 
 
 
310,087 
 
 
245,475 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
(47)
 
 
(47)
 
 
5,100 
Accrued gas purchases
16,632 
 
 
16,632 
 
 
14,606 
Risk management liabilities
11,681 
 
 
11,681 
 
 
 
Other debt
1,250 
 
 
1,250 
 
 
 
Risk management liabilities
290 
 
 
290 
 
 
 
Accrued expenses and other current liabilities
 
 
 
 
 
 
9,150 
Total current liabilities
29,806 
 
 
29,806 
 
 
28,856 
Risk Management, Non Current Liabilities
28 
 
 
28 
 
 
 
Asset retirement cost
34,250 
 
 
34,250 
 
 
7,861 
Other Liabilities, Noncurrent
(278)
 
 
(278)
 
 
309 
Long- term debt, excluding current maturities
123,660 
 
 
123,660 
 
 
128,285 
Total liabilities
187,466 
 
 
187,466 
 
 
165,311 
Series A convertible preferred units
0 
 
 
0 
 
 
 
Partners' Capital
122,621 
 
 
122,621 
 
 
80,164 
Non-controlling interest
0 
 
 
0 
 
 
0 
Total liabilities and partners’ capital
122,621 
 
 
122,621 
 
 
80,164 
Total liabilities, partners’ capital and non-controlling interest
310,087 
 
 
310,087 
 
 
245,475 
Revenues:
 
 
 
 
 
 
 
Revenue
61,729 
 
 
109,828 
 
 
 
Gain on commodity derivatives, net
914 
 
 
609 
 
 
 
Total revenue
62,643 
 
 
110,437 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Natural Gas Midstream Costs
48,333 
 
 
86,680 
 
 
 
Direct Operating Costs
6,004 
 
 
9,720 
 
 
 
Selling, General and Administrative Expense
4,588 
 
 
8,013 
 
 
 
Allocated Share-based Compensation Expense
1,097 
 
 
1,485 
 
 
 
Depreciation
6,284 
 
 
11,516 
 
 
 
Total operating expenses
66,306 
 
 
117,414 
 
 
 
Loss on impairment of property, plant and equipment
(15,232)
 
 
(15,232)
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
 
 
343 
 
 
 
Operating income (loss)
(18,895)
 
 
(21,866)
 
 
 
Earnings from consolidated affiliates
1,317 
 
 
2,393 
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
Interest Expense
2,190 
 
 
3,921 
 
 
 
Net (loss) income from continuing operations
(19,768)
 
 
(23,394)
 
 
 
(Loss) gain from operations of disposal groups
(1,869)
 
 
(1,796)
 
 
 
Net (loss) income attributable to the Partnership
(21,637)
 
 
(25,190)
 
 
 
Net income attributable to noncontrolling interests
0 
 
 
0 
 
 
 
Net (loss) income
(21,637)
 
 
(25,190)
 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
8,923 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
Cost of acquisitions, net of cash acquired
 
 
 
0 
 
 
 
Additions to property, plant and equipment
 
 
 
(12,515)
 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
 
 
 
482 
 
 
 
Net contributions from affiliates
 
 
 
0 
 
 
 
Net distributions to affiliates
 
 
 
0 
 
 
 
Net cash provided (used) in investing activities
 
 
 
(12,033)
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Net contributions from affiliates
 
 
 
14,393 
 
 
 
Net distributions to affiliates
 
 
 
(5,513)
 
 
 
Unit holder distributions
 
 
 
0 
 
 
 
Proceeds from Issuance of Convertible Preferred Units
 
 
 
0 
 
 
 
Net distributions to non-controlling interest owners
 
 
 
0 
 
 
 
LTIP tax netting unit repurchase
 
 
 
(339)
 
 
 
Deferred debt issuance costs
 
 
 
(1,315)
 
 
 
Payments on other debt
 
 
 
(1,139)
 
 
 
Borrowings on other debt
 
 
 
1,495 
 
 
 
Payments on long-term debt
 
 
 
(56,546)
 
 
 
Borrowings on long-term debt
 
 
 
51,921 
 
 
 
Net cash provided (used) in financing activities
 
 
 
2,957 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
(153)
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
Beginning of period
 
575 
 
575 
 
 
 
End of period
422 
 
 
422 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest payments
 
 
 
3,017 
 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
(5,769)
 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
0 
 
 
 
Fair value of Series A Preferred Units in excess of value of contributed High Point System
 
 
 
0 
 
 
 
Accrued unitholder distribution for Series A Units
 
 
 
0 
 
 
 
Non-Guarantor Subsidiaries [Member]
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
0 
 
 
0 
 
 
 
Accounts receivable
1,108 
 
 
1,108 
 
 
346 
Unbilled revenue
3,894 
 
 
3,894 
 
 
3,410 
Risk management assets
0 
 
 
0 
 
 
0 
Other current assets
434 
 
 
434 
 
 
259 
Total current assets
5,436 
 
 
5,436 
 
 
4,015 
Property, plant and equipment, net
59,006 
 
 
59,006 
 
 
58,818 
Noncurrent assets held for sale, net
0 
 
 
0 
 
 
 
Investment in subsidiaries
0 
 
 
0 
 
 
0 
Other assets
0 
 
 
0 
 
 
0 
Total assets
64,442 
 
 
64,442 
 
 
62,833 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
6,230 
 
 
6,230 
 
 
427 
Accrued gas purchases
2,749 
 
 
2,749 
 
 
2,428 
Risk management liabilities
72 
 
 
72 
 
 
 
Other debt
0 
 
 
0 
 
 
 
Risk management liabilities
0 
 
 
0 
 
 
 
Accrued expenses and other current liabilities
 
 
 
 
 
 
469 
Total current liabilities
9,051 
 
 
9,051 
 
 
3,324 
Risk Management, Non Current Liabilities
0 
 
 
0 
 
 
 
Asset retirement cost
0 
 
 
0 
 
 
458 
Other Liabilities, Noncurrent
466 
 
 
466 
 
 
0 
Long- term debt, excluding current maturities
0 
 
 
0 
 
 
0 
Total liabilities
9,517 
 
 
9,517 
 
 
3,782 
Series A convertible preferred units
0 
 
 
0 
 
 
 
Partners' Capital
47,587 
 
 
47,587 
 
 
51,613 
Non-controlling interest
7,338 
 
 
7,338 
 
 
7,438 
Total liabilities and partners’ capital
54,925 
 
 
54,925 
 
 
59,051 
Total liabilities, partners’ capital and non-controlling interest
64,442 
 
 
64,442 
 
 
62,833 
Revenues:
 
 
 
 
 
 
 
Revenue
13,607 
 
 
27,256 
 
 
 
Gain on commodity derivatives, net
0 
 
 
0 
 
 
 
Total revenue
13,607 
 
 
27,256 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Natural Gas Midstream Costs
10,571 
 
 
21,489 
 
 
 
Direct Operating Costs
1,117 
 
 
2,203 
 
 
 
Selling, General and Administrative Expense
0 
 
 
0 
 
 
 
Allocated Share-based Compensation Expense
0 
 
 
0 
 
 
 
Depreciation
414 
 
 
828 
 
 
 
Total operating expenses
12,102 
 
 
24,520 
 
 
 
Loss on impairment of property, plant and equipment
0 
 
 
0 
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
 
 
0 
 
 
 
Operating income (loss)
1,505 
 
 
2,736 
 
 
 
Earnings from consolidated affiliates
0 
 
 
0 
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
Interest Expense
0 
 
 
0 
 
 
 
Net (loss) income from continuing operations
1,505 
 
 
2,736 
 
 
 
(Loss) gain from operations of disposal groups
0 
 
 
0 
 
 
 
Net (loss) income attributable to the Partnership
1,317 
 
 
2,393 
 
 
 
Net income attributable to noncontrolling interests
188 
 
 
343 
 
 
 
Net (loss) income
1,505 
 
 
2,736 
 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
2,736 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
Cost of acquisitions, net of cash acquired
 
 
 
0 
 
 
 
Additions to property, plant and equipment
 
 
 
(1)
 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
 
 
 
0 
 
 
 
Net contributions from affiliates
 
 
 
0 
 
 
 
Net distributions to affiliates
 
 
 
0 
 
 
 
Net cash provided (used) in investing activities
 
 
 
(1)
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Net contributions from affiliates
 
 
 
0 
 
 
 
Net distributions to affiliates
 
 
 
(2,292)
 
 
 
Unit holder distributions
 
 
 
0 
 
 
 
Proceeds from Issuance of Convertible Preferred Units
 
 
 
0 
 
 
 
Net distributions to non-controlling interest owners
 
 
 
(443)
 
 
 
LTIP tax netting unit repurchase
 
 
 
0 
 
 
 
Deferred debt issuance costs
 
 
 
0 
 
 
 
Payments on other debt
 
 
 
0 
 
 
 
Borrowings on other debt
 
 
 
0 
 
 
 
Payments on long-term debt
 
 
 
0 
 
 
 
Borrowings on long-term debt
 
 
 
0 
 
 
 
Net cash provided (used) in financing activities
 
 
 
(2,735)
 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
0 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
Beginning of period
 
0 
 
0 
 
 
 
End of period
0 
 
 
0 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest payments
 
 
 
0 
 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
0 
 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
0 
 
 
 
Fair value of Series A Preferred Units in excess of value of contributed High Point System
 
 
 
0 
 
 
 
Accrued unitholder distribution for Series A Units
 
 
 
0 
 
 
 
Consolidation, Eliminations [Member]
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
0 
 
 
0 
 
 
 
Accounts receivable
0 
 
 
0 
 
 
0 
Unbilled revenue
0 
 
 
0 
 
 
0 
Risk management assets
0 
 
 
0 
 
 
0 
Other current assets
0 
 
 
0 
 
 
0 
Total current assets
0 
 
 
0 
 
 
0 
Property, plant and equipment, net
0 
 
 
0 
 
 
0 
Noncurrent assets held for sale, net
0 
 
 
0 
 
 
 
Investment in subsidiaries
(170,208)
 
 
(170,208)
 
 
(131,777)
Other assets
0 
 
 
0 
 
 
0 
Total assets
(170,208)
 
 
(170,208)
 
 
(131,777)
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
0 
 
 
0 
 
 
0 
Accrued gas purchases
0 
 
 
0 
 
 
0 
Risk management liabilities
0 
 
 
0 
 
 
 
Other debt
0 
 
 
0 
 
 
 
Risk management liabilities
0 
 
 
0 
 
 
 
Accrued expenses and other current liabilities
 
 
 
 
 
 
0 
Total current liabilities
0 
 
 
0 
 
 
0 
Risk Management, Non Current Liabilities
0 
 
 
0 
 
 
 
Asset retirement cost
0 
 
 
0 
 
 
0 
Other Liabilities, Noncurrent
0 
 
 
0 
 
 
0 
Long- term debt, excluding current maturities
0 
 
 
0 
 
 
0 
Total liabilities
0 
 
 
0 
 
 
0 
Series A convertible preferred units
0 
 
 
0 
 
 
 
Partners' Capital
(170,208)
 
 
(170,208)
 
 
(131,777)
Non-controlling interest
0 
 
 
0 
 
 
0 
Total liabilities and partners’ capital
(170,208)
 
 
(170,208)
 
 
(131,777)
Total liabilities, partners’ capital and non-controlling interest
(170,208)
 
 
(170,208)
 
 
(131,777)
Revenues:
 
 
 
 
 
 
 
Revenue
(1,508)
 
 
(3,471)
 
 
 
Gain on commodity derivatives, net
0 
 
 
0 
 
 
 
Total revenue
(1,508)
 
 
(3,471)
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Natural Gas Midstream Costs
(1,508)
 
 
(3,471)
 
 
 
Direct Operating Costs
0 
 
 
0 
 
 
 
Selling, General and Administrative Expense
0 
 
 
0 
 
 
 
Allocated Share-based Compensation Expense
0 
 
 
0 
 
 
 
Depreciation
0 
 
 
0 
 
 
 
Total operating expenses
(1,508)
 
 
(3,471)
 
 
 
Loss on impairment of property, plant and equipment
0 
 
 
0 
 
 
 
Gain on involuntary conversion of property, plant and equipment
 
 
 
0 
 
 
 
Operating income (loss)
0 
 
 
0 
 
 
 
Earnings from consolidated affiliates
20,320 
 
 
22,797 
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
Interest Expense
0 
 
 
0 
 
 
 
Net (loss) income from continuing operations
20,320 
 
 
22,797 
 
 
 
(Loss) gain from operations of disposal groups
0 
 
 
0 
 
 
 
Net (loss) income attributable to the Partnership
20,320 
 
 
22,797 
 
 
 
Net income attributable to noncontrolling interests
0 
 
 
0 
 
 
 
Net (loss) income
20,320 
 
 
22,797 
 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
0 
 
 
 
Cash flows from investing activities
 
 
 
 
 
 
 
Cost of acquisitions, net of cash acquired
 
 
 
0 
 
 
 
Additions to property, plant and equipment
 
 
 
0 
 
 
 
Insurance proceeds from involuntary conversion of property, plant and equipment
 
 
 
0 
 
 
 
Net contributions from affiliates
 
 
 
(7,805)
 
 
 
Net distributions to affiliates
 
 
 
14,393 
 
 
 
Net cash provided (used) in investing activities
 
 
 
6,588 
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Net contributions from affiliates
 
 
 
(14,393)
 
 
 
Net distributions to affiliates
 
 
 
7,805 
 
 
 
Unit holder distributions
 
 
 
0 
 
 
 
Proceeds from Issuance of Convertible Preferred Units
 
 
 
0 
 
 
 
Net distributions to non-controlling interest owners
 
 
 
0 
 
 
 
LTIP tax netting unit repurchase
 
 
 
0 
 
 
 
Deferred debt issuance costs
 
 
 
0 
 
 
 
Payments on other debt
 
 
 
0 
 
 
 
Borrowings on other debt
 
 
 
0 
 
 
 
Payments on long-term debt
 
 
 
0 
 
 
 
Borrowings on long-term debt
 
 
 
0 
 
 
 
Net cash provided (used) in financing activities
 
 
 
(6,588)
 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
0 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
Beginning of period
 
0 
 
0 
 
 
 
End of period
0 
 
 
0 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest payments
 
 
 
0 
 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
0 
 
 
 
Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 3)
 
 
 
0 
 
 
 
Fair value of Series A Preferred Units in excess of value of contributed High Point System
 
 
 
0 
 
 
 
Accrued unitholder distribution for Series A Units
 
 
 
$ 0 
 
 
 
Subsequent Events (Details) (USD $)
3 Months Ended 6 Months Ended 0 Months Ended 3 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Aug. 14, 2013
Subsequent Event [Member]
Aug. 8, 2013
Subsequent Event [Member]
Jul. 23, 2013
Subsequent Event [Member]
Aug. 8, 2013
General Partner [Member]
Subsequent Event [Member]
Jun. 30, 2013
General Partner [Member]
Minimum [Member]
Jun. 30, 2013
General Partner [Member]
Maximum [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
Distribution announced
 
 
 
 
$ 1.73 
 
$ 0.4325 
 
 
 
Cash Distribution
$ 1,074,000 
$ 0 
$ 1,074,000 
$ 0 
 
 
$ 3,700,000 
 
 
 
General partner distributions foregone
 
 
 
 
 
 
400,000 
 
 
 
Incentive distribution rights units
 
 
 
 
 
4,500,000 
 
 
 
 
Incentive distribution restructuring
 
 
$ 0.4125 
 
 
 
 
$ 0.4125 
$ 0.47438 
$ 0.61875 
Incentive distribution per unit
 
 
2,000,000 
 
 
 
 
 
 
 
Incentive distribution amount
 
 
 
 
 
 
 
48.00% 
13.00% 
48.00% 
Escrow deposit receivable
 
 
 
 
 
12,500,000 
 
 
 
 
Escrow deposit delay of release
 
 
 
 
 
$ 12,500,000 
 
 
 
 
General partner's warrants to purchase
 
 
 
 
 
300,000 
 
 
 
 
Warrant exercise price
 
 
 
 
 
0.01 
 
 
 
 
Warrant exercisable after period
 
 
 
 
 
18 months 
 
 
 
 
Warrants exercisable if the volume weighted average closing price of the common units exceed
 
 
 
 
 
25.00 
 
 
 
 
Warrants exercisable if the exeeded price per share is traded on a consecutive basis
 
 
 
 
 
30 days 
 
 
 
 
Liquidity (Details) (USD $)
6 Months Ended 3 Months Ended 0 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Dec. 31, 2012
Jun. 30, 2013
Third Amendment [Member]
Dec. 31, 2012
Third Amendment [Member]
Jun. 30, 2013
Fourth Amendment [Member]
Apr. 15, 2013
Fourth Amendment [Member]
Eurodollar [Member]
Minimum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Apr. 15, 2013
Fourth Amendment [Member]
Eurodollar [Member]
Maximum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Apr. 15, 2013
Fourth Amendment [Member]
Base Rate [Member]
Minimum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Apr. 15, 2013
Fourth Amendment [Member]
Base Rate [Member]
Maximum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Jun. 30, 2013
Revolving Credit Facility [Member]
Jun. 30, 2013
Revolving Credit Facility [Member]
Eurodollar [Member]
Apr. 15, 2013
Revolving Credit Facility [Member]
Third Amendment [Member]
Jun. 30, 2013
Revolving Credit Facility [Member]
Third Amendment [Member]
Jun. 30, 2013
Revolving Credit Facility [Member]
Third Amendment [Member]
Federal Funds [Member]
Jun. 30, 2013
Revolving Credit Facility [Member]
Third Amendment [Member]
Eurodollar [Member]
Apr. 15, 2013
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Jun. 30, 2013
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Apr. 15, 2013
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending June 30, 2013 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending Semptember 30, 2013 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending December 31, 2013 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending March 31, 2014 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending June 30, 2014 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending September 30, 2014 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Apr. 15, 2013
Subsequent Event [Member]
Fourth Amendment [Member]
Fiscal Quarter Ending March 31, 2015 and thereafter [Member]
Jul. 31, 2013
Subsequent Event [Member]
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Liquidity Disclosures [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leverage ratio requirement
4.50 
 
4.50 
4.00 
4.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.90 
5.90 
5.75 
5.75 
5.75 
5.50 
5.25 
4.50 
 
Total indebtedness
$ 130,900,000 
 
$ 130,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of indebtedness to net capital
5.70 
 
5.70 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Facility, amount outstanding limit
 
 
 
 
 
 
 
 
 
 
 
 
 
150,000,000 
 
 
175,000,000 
 
200,000,000 
 
 
 
 
 
 
 
 
 
Equity contribution, to increase borrowings limit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12,500,000 
 
 
 
 
 
 
 
 
 
 
 
Description of variable rate basis
 
 
 
 
 
 
Eurodollar 
 
base rate 
 
 
Eurodollar Rate 
 
 
Eurodollar rate 
 
 
 
 
 
 
 
 
 
 
 
 
 
Facility fee (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.50% 
 
 
 
 
 
 
 
 
 
 
 
 
Additional fees
 
 
 
 
 
 
 
 
 
 
0.125% 
 
 
 
 
0.125% 
 
 
 
 
 
 
 
 
 
 
 
 
Payments on long-term debt
56,546,000 
25,350,000 
 
 
 
 
 
 
 
 
 
 
12,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount outstanding
(123,660,000)
 
(128,285,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
(130,000,000)
(126,300,000)
 
 
 
 
 
 
 
 
 
(131,200,000)
Remaining borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45,000,000 
34,600,000 
 
 
 
 
 
 
 
 
 
29,700,000 
Maximum outstanding borrowings under credit facility
 
 
 
 
 
 
 
 
 
 
150,000,000 
 
 
 
 
 
175,000,000 
175,000,000 
 
 
 
 
 
 
 
 
 
175,000,000 
Basis spread on variable rate
 
 
 
 
 
 
2.50% 
4.75% 
1.50% 
3.75% 
 
0.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership cancellation of subordinated units (percent)
 
 
 
 
 
20.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarterly dividend reduction
 
 
 
 
 
$ 400,000