AMERICAN MIDSTREAM PARTNERS, LP, 10-K filed on 3/11/2014
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2013
Jun. 28, 2013
Jun. 30, 2012
Mar. 7, 2014
Limited Partner Common Units
Mar. 7, 2014
Series A [Member]
Mar. 7, 2014
Series B [Member]
Entity Registrant Name
American Midstream Partners, LP 
 
 
 
 
 
Entity Central Index Key
0001513965 
 
 
 
 
 
Document Type
10-K 
 
 
 
 
 
Document Period End Date
Dec. 31, 2013 
 
 
 
 
 
Amendment Flag
false 
 
 
 
 
 
Document Fiscal Year Focus
2013 
 
 
 
 
 
Document Fiscal Period Focus
FY 
 
 
 
 
 
Current Fiscal Year End Date
--12-31 
 
 
 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
 
 
 
Entity Voluntary Filers
No 
 
 
 
 
 
Entity Current Reporting Status
Yes 
 
 
 
 
 
Entity Filer Category
Non-accelerated Filer 
 
 
 
 
 
Entity Public Float
 
$ 83,928,303 
$ 0 
 
 
 
Entity Common Stock, Shares Outstanding
7,414,077 
 
 
11,097,144 
5,353,970 
1,168,225 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Current assets
 
 
Cash and cash equivalents
$ 393 
$ 576 
Accounts receivable
6,822 
1,958 
Unbilled revenue
22,005 
21,512 
Risk management assets
473 
969 
Other current assets
7,497 
3,226 
Assets Held-for-sale, Current
1,268 
0 
Total current assets
38,458 
28,241 
Property, plant and equipment, net
312,510 
223,819 
Intangible Assets, Net (Excluding Goodwill)
3,682 
0 
Goodwill
16,447 
0 
Other assets, net
9,064 
4,636 
Assets Held-for-sale, Other, Noncurrent
1,914 
0 
Total assets
382,075 
256,696 
Current liabilities
 
 
Accounts payable
3,261 
5,527 
Accrued gas purchases
16,394 
17,034 
Accrued Liabilities and Other Liabilities
15,058 
9,619 
Long-term Debt, Current Maturities
2,048 
0 
Risk management liabilities
423 
0 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
95 
0 
Total current liabilities
38,290 
32,180 
Derivative Liabilities, Noncurrent
101 
0 
Asset Retirement Obligation
34,636 
8,319 
Other liabilities
191 
309 
Long-term debt
130,735 
128,285 
Deferred Tax Liabilities, Net
4,749 
0 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,106 
0 
Total liabilities
208,797 
169,093 
Commitments and contingencies (see Note 18)
   
   
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests
94,811 
0 
Equity and partners’ capital
 
 
General partner interest (185 thousand units issued and outstanding as of December 31, 2013, and December 31, 2012)
2,696 
548 
Limited partner interest (7,414 and 9,165 thousand units issued and outstanding as of December 31, 2013, and December 31, 2012, respectively)
71,039 
79,266 
Accumulated other comprehensive income
104 
351 
Total partners’ capital
73,839 
80,165 
Noncontrolling interest
4,628 
7,438 
Total equity and partners' capital
78,467 
87,603 
Total liabilities, equity and partners' capital
$ 382,075 
$ 256,696 
Consolidated Balance Sheets (Parenthetical)
Dec. 31, 2013
Dec. 31, 2012
Mar. 7, 2014
Series A [Member]
Statement of Financial Position [Abstract]
 
 
 
General partner interest units, outstanding
185,000 
185,000 
 
Limited partner common units, outstanding
7,414,000 
9,165,000 
 
Entity Common Stock, Shares Outstanding
7,414,077 
 
5,353,970 
Preferred Units, Outstanding
5,279,000 
 
 
Consolidated Statements of Operations (USD $)
Share data in Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Statement [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ 292,626,000 
$ 194,843,000 
$ 233,169,000 
Realized gain (loss) on early termination of commodity derivatives
 
 
 
 
 
 
 
 
0 
0 
(2,998,000)
Unrealized gain (loss) on commodity derivatives
 
 
 
 
 
 
 
 
28,000 
3,400,000 
(2,452,000)
Total revenue
76,108,000 
79,536,000 
77,608,000 
59,402,000 
56,663,000 
53,401,000 
43,322,000 
44,857,000 
292,654,000 
198,243,000 
227,719,000 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
 
 
 
 
 
 
 
 
214,149,000 
145,172,000 
187,398,000 
Direct operating expenses
 
 
 
 
 
 
 
 
29,553,000 
16,798,000 
11,419,000 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
21,402,000 
14,309,000 
11,082,000 
Advisory services agreement termination fee
 
 
 
 
 
 
 
 
0 
0 
2,500,000 
Equity compensation expense
 
 
 
 
 
 
 
 
2,094,000 
1,783,000 
3,357,000 
Depreciation and accretion expense
 
 
 
 
 
 
 
 
29,999,000 
21,284,000 
20,449,000 
Total operating expenses
 
 
 
 
 
 
 
 
297,197,000 
199,346,000 
236,205,000 
Gain (loss) on acquisition of assets
 
 
 
 
 
 
 
 
0 
0 
565,000 
Gain (loss) on involuntary conversion of property, plant and equipment
 
 
 
400,000 
 
 
 
 
343,000 
(1,021,000)
0 
Gain on sale of assets, net
 
 
 
 
 
 
 
 
0 
123,000 
399,000 
Impairment of Long-Lived Assets Held-for-use
(3,000,000)
 
(15,200,000)
(100,000)
 
 
 
 
(18,155,000)
0 
0 
Operating (loss) income
(2,625,000)
(210,000)
(17,780,000)
(1,740,000)
(4,982,000)
(2,513,000)
3,077,000 
2,417,000 
(22,355,000)
(2,001,000)
(7,522,000)
Other income (expenses):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
(9,291,000)
(4,570,000)
(4,508,000)
Net loss
 
 
 
 
 
 
 
 
(33,406,000)
(6,252,000)
(11,698,000)
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
633,000 
256,000 
 
Net income attributable to noncontrolling interests
100,000 
190,000 
188,000 
155,000 
7,000 
249,000 
0 
0 
 
 
 
Net loss attributable to the Partnership
(5,641,000)
(2,731,000)
(22,114,000)
(3,553,000)
(6,251,000)
(4,275,000)
2,327,000 
1,691,000 
(34,039,000)
(6,508,000)
(11,698,000)
General partner's interest in net income (loss)
(209,000)
(221,000)
(905,000)
(70,000)
(124,000)
(85,000)
46,000 
34,000 
 
 
 
Limited partners’ interest in net income (loss)
(5,432,000)
(2,510,000)
(21,209,000)
(3,483,000)
(6,127,000)
(4,190,000)
2,281,000 
1,657,000 
(55,834,000)
(6,378,000)
(11,457,000)
Income (Loss) from Continuing Operations, Per Basic and Diluted Share
 
 
 
 
 
 
 
 
$ (6.76)
$ (0.73)
$ (1.68)
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic
(1.55)
(0.82)
(4.00)
(0.39)
(0.69)
(0.46)
0.24 
0.18 
 
 
 
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic
(0.07)
0.02 
(0.20)
0.01 
0.02 
0.00 
0.01 
0.00 
 
 
 
Limited partners’ net income (loss) per unit (basic and diluted)
(1.62)
(0.80)
(4.20)
(0.38)
(0.67)
(0.46)
0.25 
0.18 
 
 
 
Basic and diluted
 
 
 
 
 
 
 
 
7,981 
9,113 
6,997 
Earnings Per Share, Basic and Diluted
 
 
 
 
 
 
 
 
$ (7.00)
$ (0.70)
$ (1.64)
Income (Loss) from Discontinued Operations, Net of Tax, Per Basic and Diluted Share
 
 
 
 
 
 
 
 
$ (0.24)
$ 0.03 
$ 0.04 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
 
 
 
 
 
 
 
 
(31,646,000)
(6,571,000)
(12,030,000)
Income Tax Expense (Benefit), Continuing Operations
 
 
 
 
 
 
 
 
495,000 
0 
0 
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest
(5,052,000)
(2,632,000)
(19,996,000)
(3,471,000)
(6,469,000)
(4,014,000)
2,252,000 
1,660,000 
(31,151,000)
(6,571,000)
(12,030,000)
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax
(489,000)
91,000 
(1,930,000)
73,000 
225,000 
(12,000)
75,000 
31,000 
(2,255,000)
319,000 
332,000 
General Partner Interest
 
 
 
 
 
 
 
 
 
 
 
Other income (expenses):
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
 
 
 
 
 
 
(1,405,000)
 
 
General partner's interest in net income (loss)
 
 
 
 
 
 
 
 
 
(129,000)
(233,000)
Limited Partner [Member]
 
 
 
 
 
 
 
 
 
 
 
Other income (expenses):
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
 
 
 
 
 
 
(32,634,000)
 
 
Limited partners’ interest in net income (loss)
 
 
 
 
 
 
 
 
 
$ (6,379,000)
$ (11,465,000)
Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Statement of Other Comprehensive Income [Abstract]
 
 
 
Net loss
$ (33,406)
$ (6,252)
$ (11,698)
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
 
(64)
359 
Comprehensive loss
(33,653)
(6,316)
(11,339)
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
633 
256 
 
Comprehensive loss attributable to Partnership
$ (34,286)
$ (6,572)
$ (11,339)
Consolidated Statements of Changes in Partners' Capital and Noncontrolling Interest (USD $)
Total
Limited Partner Interest
General Partner Interest
Accumulated Other Comprehensive Income
Total Partners Capital
Noncontrolling Interest
Blackwater [Member]
Limited Partner Interest
Blackwater [Member]
General Partner Interest
Blackwater [Member]
Accumulated Other Comprehensive Income
Blackwater [Member]
Total Partners Capital
Blackwater [Member]
Noncontrolling Interest
Beginning Balance at Dec. 31, 2010
 
$ 83,624,000 
$ 2,124,000 
$ 56,000 
$ 85,804,000 
$ 0 
 
 
 
 
 
Limited partners’ interest in net income (loss)
(11,457,000)
(11,465,000)
 
 
 
 
 
 
 
 
 
General partner's interest in net income (loss)
 
 
(233,000)
 
 
 
 
 
 
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
0 
 
 
 
 
 
 
 
 
 
 
Net (loss) income
(11,698,000)
 
 
0 
(11,698,000)
 
 
 
 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
0 
 
 
 
 
 
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
(11,698,000)
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
(69,085,000)
69,085,000 
0 
0 
69,085,000 
0 
 
 
 
 
 
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders
0 
 
 
 
 
 
 
 
 
 
 
Unit holder distributions
(864,000)
(42,682,000)
(864,000)
0 
(43,546,000)
0 
 
 
 
0 
 
LTIP vesting
 
(1,286,000)
(1,286,000)
0 
0 
0 
 
 
 
 
 
Tax netting repurchase
 
215,000 
0 
0 
215,000 
0 
 
 
 
 
 
Unit based compensation
 
257,000 
1,350,000 
0 
1,607,000 
0 
 
 
 
 
 
Other comprehensive income (loss)
0 
 
0 
359,000 
359,000 
0 
 
 
 
 
 
Partners' Capital Account, Distributions to Existing Interest
0 
 
 
 
 
 
 
 
 
 
 
Ending Balance at Dec. 31, 2011
 
99,890,000 
1,091,000 
415,000 
101,396,000 
0 
 
 
 
 
 
Noncontrolling Interest, Increase from Business Combination
 
0 
0 
0 
0 
7,407,000 
 
 
 
 
 
Limited partners’ interest in net income (loss)
(6,378,000)
(6,379,000)
 
 
 
 
 
 
 
 
 
General partner's interest in net income (loss)
 
 
(129,000)
 
 
 
 
 
 
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
0 
 
 
 
 
 
 
 
 
 
 
Net (loss) income
(6,508,000)
 
 
 
(6,508,000)
 
 
 
 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
256,000 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
(6,252,000)
 
 
0 
 
 
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
 
 
 
 
 
 
 
 
Unit holder contributions
 
0 
13,000 
0 
 
 
 
 
 
 
 
Recapitalization
 
 
 
 
(13,000)
0 
 
 
 
 
 
Issuance of common units to public, net of offering costs
 
 
 
 
 
0 
 
 
 
 
 
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders
225,000 
0 
0 
0 
0 
(225,000)
 
 
 
 
 
Unit holder distributions
(322,000)
(15,748,000)
(322,000)
0 
(16,070,000)
 
 
 
 
0 
 
LTIP vesting
 
(1,888,000)
(1,888,000)
0 
0 
0 
 
 
 
 
 
Tax netting repurchase
 
(385,000)
0 
0 
385,000 
0 
 
 
 
 
 
Unit based compensation
 
0 
1,783,000 
0 
1,783,000 
0 
 
 
 
 
 
Other comprehensive income (loss)
 
0 
0 
(64,000)
(64,000)
0 
 
 
 
 
 
Partners' Capital Account, Distributions to Existing Interest
0 
 
 
 
 
 
 
 
 
 
 
Ending Balance at Dec. 31, 2012
80,165,000 
79,266,000 
548,000 
351,000 
80,165,000 
7,438,000 
 
 
 
 
 
Limited partners’ interest in net income (loss)
(55,834,000)
 
 
 
 
 
 
 
 
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
752,000 
(1,993,000)
(37,000)
0 
(2,030,000)
(2,782,000)
 
 
 
 
 
Net (loss) income
(34,039,000)
 
 
 
(34,039,000)
 
 
 
 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
633,000 
 
 
 
633,000 
 
 
 
 
 
 
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
(33,406,000)
(32,634,000)
(1,405,000)
0 
 
633,000 
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
(54,853,000)
54,853,000 
0 
0 
54,853,000 
0 
 
 
 
 
 
Unit holder contributions
 
0 
12,500,000 
0 
12,500,000 
0 
0 
22,696,000 
0 
22,696,000 
0 
Issuance of common units to public, net of offering costs
 
 
 
 
 
0 
 
 
 
 
0 
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders
661,000 
0 
0 
0 
0 
(661,000)
 
 
 
 
 
Unit holder distributions
27,650,000 
(21,628,000)
(623,000)
0 
(22,251,000)
 
(3,052,000)
(30,702,000)
0 
(27,650,000)
 
LTIP vesting
 
(2,067,000)
(2,067,000)
0 
0 
0 
 
 
 
 
 
Tax netting repurchase
 
(630,000)
0 
0 
630,000 
0 
 
 
 
 
 
Unit based compensation
 
0 
2,024,000 
0 
2,024,000 
0 
 
 
 
 
 
Other comprehensive income (loss)
 
0 
0 
(247,000)
 
0 
 
 
 
 
 
Partners' Capital Account, Distributions to Existing Interest
(15,612,000)
(15,300,000)
(312,000)
0 
 
0 
 
 
 
 
 
Ending Balance at Dec. 31, 2013
$ 73,839,000 
$ 71,039,000 
$ 2,696,000 
$ 104,000 
$ 73,839,000 
$ 4,628,000 
 
 
 
 
 
Consolidated Statements of Cash Flows (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Statement of Cash Flows [Abstract]
 
 
 
Cash and cash equivalents, including discontinued operations
$ 401,000 
$ 576,000 
 
Depreciation, Depletion and Amortization
29,999,000 
21,284,000 
20,449,000 
Depreciation and Accretion Expense, Including Discontinued Operation
 
21,414,000 
20,705,000 
Partners' Capital Account, Distributions to Existing Interest
15,612,000 
0 
0 
Accrued Unitholder Distributions
4,811,000 
0 
0 
Net loss
(33,406,000)
(6,252,000)
(11,698,000)
Adjustments to reconcile net income (loss) to net cash provided (used) in operating activities:
 
 
 
Amortization of deferred financing costs
1,334,000 
716,000 
1,262,000 
Amortization of Weather Derivative Premium
662,000 
0 
0 
Amortization of weather derivative premium
1,505,000 
(992,000)
849,000 
Unit based compensation
2,094,000 
1,783,000 
1,607,000 
OPEB plan net periodic (benefit) cost
(73,000)
(88,000)
(82,000)
OPEB plan net periodic cost (benefit)
0 
0 
(565,000)
Gain on acquisition of assets
(343,000)
1,021,000 
0 
(Gain) loss on involuntary conversion of property, plant and equipment
0 
(123,000)
(399,000)
Gain on sale of assets, including discontinued operations
(75,000)
128,000 
 
Impairment of Long-Lived Assets Held-for-use
(18,155,000)
0 
0 
Changes in operating assets and liabilities, net of effects of assets acquired and liabilities:
 
 
 
Accounts receivable
(790,000)
(740,000)
(562,000)
Loss on impairment of noncurrent assets held for sale
2,400,000 
0 
0 
Deferred Income Tax Expense (Benefit), including discontinued operations
(847,000)
0 
0 
Loss on impairment of noncurrent assets held for sale
(226,000)
2,768,000 
2,449,000 
Deferred Income Tax Expense (Benefit)
495,000 
 
 
Deferred tax benefit
(1,147,000)
(156,000)
(670,000)
Other current assets
(1,614,000)
984,000 
(1,800,000)
Other assets, net
(823,000)
(57,000)
(54,000)
Accounts payable
(845,000)
1,197,000 
(218,000)
Accrued gas purchases
462,000 
(1,711,000)
(3,991,000)
Accrued expenses and other current liabilities
769,000 
(943,000)
4,410,000 
Other liabilities
(118,000)
(468,000)
(811,000)
Net cash provided (used) in operating activities
17,223,000 
18,348,000 
10,432,000 
Acquisition Costs, Period Cost
0 
(51,377,000)
(35,500,000)
Cash flows from investing activities
 
 
 
Additions to property, plant and equipment
(27,196,000)
(11,705,000)
(6,369,000)
Proceeds from disposals of property, plant and equipment
500,000 
128,000 
125,000 
Cash flows from investing activities
482,000 
527,000 
0 
Increase (Decrease) in Restricted Cash
(2,000,000)
0 
0 
Cost of acquisitions, net of cash acquired
(28,214,000)
(62,427,000)
(41,744,000)
Cash flows from financing activities
 
 
 
Proceeds from disposal of property, plant and equipment
13,075,000 
13,000 
0 
Unit holder distributions
(16,120,000)
(16,070,000)
(43,546,000)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders
(661,000)
(225,000)
0 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
54,853,000 
0 
69,085,000 
Unit holder contributions
(630,000)
(385,000)
(215,000)
Payment on other loan
(2,640,000)
0 
(615,000)
Proceeds from Issuance of Convertible Preferred Units
14,393,000 
0 
0 
Issuance of Series A Convertible Preferred Units
(2,113,000)
(1,564,000)
(2,489,000)
Unit holder distributions
27,650,000 
(322,000)
(864,000)
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
(752,000)
0 
0 
Proceeds From Loans Payable
3,795,000 
0 
0 
Payments on long-term debt
(131,571,000)
(59,230,000)
(120,670,000)
Borrowings on long-term debt
134,021,000 
121,245,000 
130,570,000 
Deferred debt issuance costs
10,816,000 
43,784,000 
32,120,000 
Payments on other debt
(175,000)
(295,000)
808,000 
Cash and cash equivalents
 
 
 
Beginning of period
576,000 
871,000 
63,000 
End of period
393,000 
576,000 
871,000 
Supplemental cash flow information
 
 
 
Interest payments
6,416,000 
3,185,000 
3,349,000 
Supplemental non-cash information
 
 
 
Net increase (decrease) in cash and cash equivalents
5,181,000 
6,968,000 
75,000 
Cash and cash equivalents
0 
141,000 
872,000 
Repayments of Other Debt
(34,730,000)
0 
0 
Proceeds from Other Debt
27,546,000 
0 
0 
Repayments of Related Party Debt
$ (20,000,000)
$ 0 
$ 0 
Organization and Basis of Presentation
Organization and Basis of Presentation
Organization and Basis of Presentation
Nature of business
American Midstream Partners, LP (the “Partnership”), was formed on August 20, 2009 as a Delaware limited partnership for the purpose of operating, developing and acquiring a diversified portfolio of midstream energy assets. We provide natural gas gathering, treating, processing, fractionating, marketing and transportation services primarily in the Gulf Coast and Southeast regions of the United States through our ownership and operation of eleven gathering systems, two processing facilities, one fractionation facility, four terminal sites, three interstate pipelines and five intrastate pipelines. We also own a 50% undivided, non-operating interest in a processing plant located in southern Louisiana. Recently, we became an owner, developer and operator of petroleum, agricultural, and chemical liquid terminal storage facilities.
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 Federal Energy Regulatory Commission (“FERC”) regulated interstate natural gas pipelines in Louisiana, Mississippi, Alabama and Tennessee. Our interstate pipelines include:
•
High Point Gas Transmission, LLC, which owns and operates approximately 400 miles of intrastate pipeline and is connected to 40 meters with 32 active producers and offers processing options at the Toca processing plant with delivery to Southern Natural Gas available downstream of the processing plant in Louisiana;
•
American Midstream (Midla), LLC, which owns and operates approximately 370 miles of interstate pipeline that runs from the Monroe gas field in northern Louisiana south through Mississippi to Baton Rouge, Louisiana.
•
American Midstream (AlaTenn), LLC, which owns and operates approximately 295 miles of interstate pipeline that runs through the Tennessee River Valley from Selmer, Tennessee, to Huntsville, Alabama and serves an eight-county area in Alabama, Mississippi and Tennessee.

ArcLight Transactions

On April 15, 2013, the Partnership, American Midstream GP, LLC, (our "General Partner") and AIM Midstream Holdings, LLC ("AIM Midstream Holdings"), 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 Midstream Holdings 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 cash consideration paid by HPIP, approximately $2.5 million was used to pay certain transaction expenses of HPIP, and the remaining approximately $12.5 million was used to repay borrowings outstanding under the Partnership's credit facility in connection with the Fourth Amendment to our credit agreement ("Fourth Amendment"). As a result of these transactions, which were also consummated on April 15, 2013, HPIP acquired both control of our General Partner and a majority of our outstanding limited partner interests. The midstream assets contributed by HPIP consist of approximately 700 miles of natural gas and liquids pipeline assets located in southeast Louisiana and the shallow water and deep shelf Gulf of Mexico (commonly referred to as the "High Point System"). The High Point System gathers natural gas from both onshore and offshore producing regions around southeast Louisiana. The onshore footprint is in Plaquemines and St. Bernard parishes, Louisiana. 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 2 "Acquisitions" for further information.

Equity Restructuring

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

Following the announcement of the Equity Restructuring Agreement, AIM Midstream Holdings filed an action in Delaware Chancery Court against HPIP and our General Partner seeking either rescission of the Equity Restructuring Agreement or, in the alternative, monetary damages. As a result of the action filed by AIM Midstream Holdings, the warrants that were issued by the Partnership, in conjunction with the Equity Restructuring, to our general partner for subsequent conveyance to AIM Midstream Holdings were cancelled effective August 29, 2013. In addition to the action filed by AIM Midstream Holdings, the escrowed funds of $12.5 million were not released to us. Accordingly, HPIP contributed $12.5 million in cash to us, which was used to satisfy obligations under our credit agreement and was accounted for as a contribution from our general partner.

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

Blackwater Terminals

On December 17, 2013, the Partnership completed the Blackwater Acquisition, an owner, developer and operator of petroleum, agricultural, and chemical liquid terminal storage facilities. Blackwater operates 1.3 million barrels of storage capacity across four marine terminal sites located in Westwego, Louisiana; Brunswick, Georgia; Harvey, Louisiana; and Salisbury, Maryland. See Note 2 "Acquisitions" for further information.

Basis of presentation

The accompanying financial statements and related notes present our consolidated financial position as of December 31, 2013 and 2012, and results of operations, comprehensive income, changes in partners' capital and noncontrolling interest, and cash flows for the years ended December 31, 2013, 2012 and 2011.
We have prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include accounts of American Midstream Partners, LP, and its controlled subsidiaries. All significant inter-company accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. We have made reclassifications to amounts reported in prior period consolidated financial statements to conform with current year presentation. These reclassifications did not have an impact on net income for the period previously reported.
The results of operations for acquisitions accounted for as business combinations have been included in the consolidated financial statements since their respective acquisition dates. See Note 2 "Acquisitions" for further information.
Effective December 17, 2013, Blackwater was acquired by the Partnership, in the form of the Acquisition described above, from ArcLight. However, as of April 15, 2013, an affiliate of ArcLight acquired controlling interest of the Partnership, also described above, at which time Blackwater was also an affiliate of ArcLight. As Blackwater and the Partnership were both affiliates of ArcLight as of April 15, 2013, these financial statements include the effect of Blackwater's operations starting as of the date of the establishment of common control. Therefore, these consolidated financial statements include Blackwater, which had a fiscal year end of March 31, 2013, and were presented from the period April 15, 2013 through December 31, 2013. Please see Note 20 "Reporting Segments" for financial information of Blackwater as presented in our Terminals segment.

Transactions Between Entities Under Common Control
 
We may enter into transactions with our General Partner and affiliates whereby we receive a contribution of midstream assets or subsidiaries in exchange for consideration from the Partnership. We account for the net assets received using the historical book value of the asset or subsidiary being contributed or transferred as these are transactions between entities under common control. Our historical financial statements may be revised to include the results attributable to the assets contributed from our General Partner as if we owned such assets for all periods presented by the Partnership since the change in control of our General Partner, effective April 15, 2013.
Consolidation policy
Our consolidated financial statements include our accounts and those of our subsidiaries in which we have a controlling interest. We hold a 50% undivided interest in the Burns Point gas processing facility in which we are responsible for our proportionate share of the costs and expenses of the facility. Our consolidated financial statements reflect our proportionate share of the revenues, expenses, assets and liabilities of this undivided interest. In July 2012, the Partnership acquired an 87.4% undivided interest in the Chatom Processing and Fractionation facility (the "Chatom System"). In October 2013, the Partnership acquired an additional 4.8% undivided interest in the Chatom System. Our consolidated financial statements reflect the accounts of the Chatom System since acquisition. The interests in the Chatom System held by non-affiliated working interest owners are reflected as noncontrolling interests in the Partnership's consolidated financial statements.
Use of estimates
When preparing financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things, (i) estimating unbilled revenues, product purchases and operating and general and administrative costs, (ii) developing fair value assumptions, including estimates of future cash flows and discount rates, (iii) analyzing long-lived assets, goodwill and intangible assets for possible impairment, (iv) estimating the useful lives of assets and (v) determining amounts to accrue for contingencies, guarantees and indemnifications. Actual results, therefore, could differ materially from estimated amounts.
Cash and cash equivalents
We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value because of the short term to maturity of these investments.
Allowance for doubtful accounts
We establish provisions for losses on accounts receivable when we determine that we will not collect all or part of an outstanding balance. Collectability is reviewed regularly and an allowance is established or adjusted, as necessary, using the specific identification method. As of December 31, 2013 and 2012, the Partnership recorded no allowances for losses on accounts receivable.
Inventory
Inventory includes NGL product inventory. The Partnership records all product inventories at the lower of cost or market (“LCM”), which is determined on a weighted average basis and included within Other current assets on the consolidated balance sheets. For the years ended December 31, 2013 and 2012, we recorded no lower-of-cost-or-market write-downs on our NGL inventory.
Operational balancing agreements and natural gas imbalances
To facilitate deliveries of natural gas and provide for operational flexibility, we have operational balancing agreements in place with other interconnecting pipelines. These agreements ensure that the volume of natural gas a shipper schedules for transportation between two interconnecting pipelines equals the volume actually delivered. If natural gas moves between pipelines in volumes that are more or less than the volumes the shipper previously scheduled, a natural gas imbalance is created. The imbalances are settled through periodic cash payments or repaid in-kind through future receipt or delivery of natural gas. Natural gas imbalances are recorded as gas imbalances and classified within other current assets or other current liabilities on our consolidated balance sheets based on the market value.
Derivative financial instruments
Our net income and cash flows are subject to volatility stemming from changes in interest rates on our variable rate debt, commodity prices and fractionation margins (the relative difference between the price we receive from NGL sales and the corresponding cost of natural gas purchases). In an effort to manage the risks to unitholders, we use a variety of derivative financial instruments including swaps, collars and interest rate caps to create offsetting positions to specific commodity or interest rate exposures. In accordance with the authoritative accounting guidance, we record all derivative financial instruments in our consolidated balance sheets at fair market value. We record the fair market value of our derivative financial instruments in the consolidated balance sheet as current and long-term assets or liabilities on a net basis by counterparty. We record changes in the fair value of our derivative financial instruments in our consolidated statements of operations as follows:

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Commodity-based derivatives: “Total revenue”
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Corporate interest rate derivatives: “Interest expense”
Our formal hedging program provides a control structure and governance for our hedging activities specific to identified risks and time periods, which are subject to the approval and monitoring by the board of directors of our general partner. We employ derivative financial instruments in connection with an underlying asset, liability or anticipated transaction, and we do not use derivative financial instruments for speculative or trading purposes.
The price assumptions we use to value our derivative financial instruments can affect net income for each period. We use published market price information where available, or quotations from over-the-counter, or OTC, market makers to find executable bids and offers. The valuations also reflect the potential impact of conditions, including credit risk of our counterparties. The amounts reported in our consolidated financial statements change quarterly as these valuations are revised to reflect actual results, changes in market conditions or other factors, many of which are beyond our control.
Our earnings are affected by use of mark-to-market method of accounting as required under GAAP for derivative financial instruments. The use of mark-to-market accounting for derivative financial instruments can cause noncash earnings volatility resulting from changes in the underlying indices, primarily commodity prices.
Fair value measurements
We apply the authoritative accounting provisions for measuring fair value of our derivative instruments and disclosures associated with our outstanding indebtedness. We define fair value as an exit price representing the expected amount we would receive when selling an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date.
We use various assumptions and methods in estimating the fair values of our financial instruments. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value due to the short-term maturity of these instruments. The carrying amount of our various credit facilities approximate fair value, because the interest rates on these facilities are variable.
We employ a hierarchy which prioritizes the inputs we use to measure recurring fair value into three distinct categories based upon whether such inputs are observable in active markets or unobservable. We classify assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs as outlined below:
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Level 1 – Inputs represent unadjusted quoted prices in active markets for identical assets or liabilities;
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Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets that are either directly or indirectly observable; and
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Level 3 – Inputs are unobservable and considered significant to fair value measurement.
We utilize a mid-market pricing convention, or the “market approach”, for valuation for assigning fair value to our derivative assets and liabilities. Our credit exposure for over-the-counter derivatives is directly with our counterparty and continues until the maturity or termination of the contracts. As appropriate, valuations are adjusted for various factors such as credit and liquidity considerations.
Property, plant and equipment
We capitalize expenditures related to property, plant and equipment that have a useful life greater than one year for (1) assets purchased or constructed; (2) existing assets that are replaced, improved, or the useful lives of which have been extended; and (3) all land, regardless of cost. Maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred.
We record property, plant, and equipment at its original cost, which we depreciate on a straight-line basis over its estimated useful life. Our determination of the useful lives of property, plant and equipment requires us to make various assumptions, including the supply of and demand for hydrocarbons in the markets served by our assets, normal wear and tear of the facilities, and the extent and frequency of maintenance programs. We record depreciation using the group method of depreciation, which is commonly used by pipelines, utilities and similar assets.
Impairment of long lived Assets
We evaluate the recoverability of our property, plant and equipment when events or circumstances such as economic obsolescence, business climate, legal and other factors indicate we may not recover the carrying amount of the assets. We continually monitor our business, the market, and business environment to identify indicators that could suggest an asset may not be recoverable. We evaluate the asset for recoverability by estimating the undiscounted future cash flows expected to be derived from operating the asset as a going concern. These cash flow estimates require us to make projections and assumptions for many years into the future for pricing, demand, competition, operating cost, contract renewals, and other factors. We recognize an impairment loss when the carrying amount of the asset exceeds its fair value as determined by quoted market prices in active markets or present value techniques. The determination of the fair value using present value techniques requires us to make projections and assumptions regarding future cash flows and weighted average cost of capital. Any changes we make to these projections and assumptions could result in significant revisions to our evaluation of the recoverability of our property, plant and equipment and the recognition of an impairment loss in our consolidated statements of income. We recorded impairments of long-lived assets of $18.2 million for the year ended December 31, 2013. No impairment losses were recognized during the years ended December 31, 2012 and 2011.

Goodwill and intangible assets

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

We record the estimated fair value of acquired customer contracts as intangible assets. The intangible assets are amortized over the remaining periods of the customer contracts, which range between 5 months and thirty-five months.
Debt issuance costs
Costs incurred in connection with the issuance of long-term debt are deferred and charged to interest expense over the term of the related debt. Gains or losses on debt repurchase and debt extinguishment include any associated unamortized debt issue costs.

Asset retirement obligations (“AROs”)
AROs are legal obligations associated with the retirement of tangible long-lived assets that result from the asset’s acquisition, construction, development and/or normal operation. An ARO is initially measured at its estimated fair value. Upon initial recognition of an ARO, we record an increase to the carrying amount of the related long-lived asset and an offsetting ARO liability. We depreciate the capitalized ARO using the straight-line method over the period during which the related long-lived asset is expected to provide benefits. After the initial period of ARO recognition, we revise the ARO to reflect the passage of time or revisions to the amount of estimated cash flows or their timing.
Commitments, contingencies and environmental liabilities
We expense or capitalize, as appropriate, expenditures for ongoing compliance with environmental regulations that relate to past or current operations. We expense amounts we incur from the remediation of existing environmental contamination caused by past operations that do not benefit future period by preventing or eliminating future contamination. We record liabilities for environmental matters when assessments indicate that remediation efforts are probable and the costs can be reasonably estimated. Estimates of environmental liabilities are based on currently available facts, existing technology and presently enacted laws and regulation taking into consideration the likely effects of inflation and other factors. These amounts also take into account our prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by government organizations. Our estimates are subject to revision in future periods based on actual cost or new information. We evaluate recoveries from insurance coverage separately from the liability and, when recovery is probable, we record an asset separately from the associated liability in our consolidated financial statements.
We recognize liabilities for other commitments and contingencies when, after fully analyzing the available information, we determine it is either probable that an asset has been impaired or that a liability has been incurred and the amount of impairment or loss can be reasonably estimated. When a range of probable loss can be estimated, we accrue the most likely amount or if no amount is more likely than another, we accrue the minimum of the range of probable loss. We expense legal costs associated with loss contingencies as such costs are incurred.
We have legal obligations requiring us to decommission our offshore pipeline systems at retirement. In certain rate jurisdictions, we are permitted to include annual charges for removal costs in the regulated cost of service rates we charge our customers. Additionally, legal obligations exist for a minority of our offshore right-of-way agreements due to requirements or landowner options to compel us to remove the pipe at final abandonment. Sufficient data exists with certain onshore pipeline systems to reasonably estimate the cost of abandoning or retiring a pipeline system. However, in some cases, there is insufficient information to reasonably determine the timing and/or method of settlement of estimating the fair value of the asset retirement obligation. In these cases, the asset retirement obligation cost is considered indeterminate because there is no data or information that can be derived from past practice, industry practice, management’s experience, or the asset’s estimated economic life. The useful lives of most pipeline systems are primarily derived from available supply resources and ultimate consumption of those resources by end users. Variables can affect the remaining lives of the assets which preclude us from making a reasonable estimate of the asset retirement obligation. Indeterminate asset retirement obligation costs will be recognized in the period in which sufficient information exists to reasonably estimate potential settlement dates and methods.
Convertible preferred units
We record the issuance of our Series A Preferred Units at fair value and separately classify these units on our balance sheet in between total liabilities and partners’ capital, frequently called “mezzanine equity” as the ability to exercise these units are outside of the Partnership’s control and contain no beneficial conversion features pursuant to Accounting Standards Codification ("ASC")470-20, Debt with Conversion and Other Options. These units are classified as participating securities and are included in our calculation of net income (loss) per limited and general partner unit using the two-class method.
Noncontrolling interest

Noncontrolling interest represents the noncontrolling interest holders' proportionate share of the equity of the Chatom system. Noncontrolling interest is adjusted for the noncontrolling interest holders' proportionate share of the earnings or losses. Management reports noncontrolling interest in the Chatom system in the financial statements pursuant to paragraph ASC No. 810-10-65-1. The 7.8% noncontrolling interest is held by non-affiliated working interest owners.

Revenue recognition and the estimation of revenues and cost of purchases
We recognize revenue when all of the following criteria are met: (i) persuasive evidence of an exchange arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. We record revenue and cost of product sold on a gross basis for those transactions where we act as the principal and take title to natural gas, natural gas liquids ("NGLs") or condensates that are purchased for resale. When our customers pay us a fee for providing a service such as gathering, treating, transportation or storage, we record those fees separately in revenues. We have the following arrangements:

Fee-based
Under these arrangements, we generally are paid a fixed fee for gathering and transporting natural gas. Fee-based revenues, which are included in sales of natural gas, NGLs and condensate, are recorded when services have been provided, and collectability of the revenue is reasonably assured.
Percent-of-proceeds, or POP
Under these arrangements, we generally gather raw natural gas from producers at the wellhead or other supply points, transport it through our gathering system, process it and sell the residue natural gas and NGLs at market prices. Where we provide processing services at the processing plants that we own, or obtain processing service for our own account under our own elective processing arrangements we typically retain and sell a percentage of the residue natural gas and resulting NGLs. We recognize percent-of-proceeds contract revenue, which is included in sales of natural gas, NGLs and condensate, when the natural gas, NGLs or condensate is sold to a purchaser at a fixed or determinable price, delivery has occurred and title has transferred, and collectability of the revenue is reasonably assured.
Fixed-margin
Under these arrangements, we purchase natural gas from producers or suppliers at receipt points on our systems at an index price less a fixed transportation fee and simultaneously sell an identical volume of natural gas at delivery points on our systems at the same, undiscounted index price. We recognize revenue from fixed-margin contracts, which is included in sales of natural gas, NGLs and condensate, when the natural gas is sold to a purchaser at a fixed or determinable price, delivery has occurred and title has transferred and collectability of the revenue is reasonably assured.
Firm transportation
Under arrangements to provide firm transportation service, we are obligated to transport natural gas nominated by the shipper up to the maximum daily quantity specified in the contract. In exchange for that obligation on our part, the shipper pays a specified reservation charge, whether or not they utilize the capacity. In most cases, the shipper also pays a variable-use charge with respect to quantities actually transported by us. Firm transportation revenue is recorded when products are delivered, services have been provided and collectability of the revenue is reasonably assured.
 
Interruptible transportation
Under arrangements to provide interruptible transportation service, we are only obligated to transport natural gas nominated by the shipper to the extent we have available capacity. For this service the shipper pays no reservation charge but pays a variable-use charge for quantities actually shipped. Interruptible transportation revenue is recorded when products are delivered, services have been provided and collectability of revenue is reasonably assured.
Interest in the Burns Point Plant
We account for our interest in the Burns Point Plant using the proportionate consolidation method. Under this method, we include in our consolidated statement of operations our value of plant revenues taken in-kind and plant expenses reimbursed to the operator.
Terminal revenue and services
Revenues for our terminals include storage tank lease fees, whereby a customer agrees to pay for a certain amount of tank storage over a certain period of time; and throughput fees, whereby a customer pays a fee based on volumes moving through the terminal. At our terminals, we also offer and provide packaging, blending, handling, filtering and certain other ancillary services. Revenue from firm storage contracts is recognized ratably, which is typically monthly, over the term of the lease. Occasionally, customers pay for tank lease fees in advance. Fees received in advance are deferred until the period they are earned. Revenue from throughput fees and ancillary fees are recognized as services are provided to the customer and when the fees are realizable.

Unit-based employee compensation
We award unit-based compensation to management, non-management employees and directors in the form of phantom units, which are deemed to be equity awards. Compensation expense on phantom units is measured by the fair value of the award at the date of grant as determined by management. Compensation expense is recognized in equity compensation expense over the requisite service period of each award. See Note 15 "Long-Term Incentive Plan".

Income taxes
The Partnership is not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes on our net income generally are borne by our unitholders through the allocation of taxable income. However, Blackwater is a taxable entity. We account for income taxes using an asset and liability approach for financial accounting and reporting of income taxes. If it is more than likely that a deferred tax asset will not be realized, a valuation allowance is recognized.
Certain tax expense results from the enactment of state income tax laws by the State of Texas that apply to entities organized as partnerships and is included in selling, general and administrative expenses in the consolidated statements of operations. The Texas margin tax is computed on our modified gross margin and was not significant for each of the years ended December 31, 2013, 2012 and 2011.
Net income for financial statement purposes may differ significantly from taxable income allocable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirement under our partnership agreement. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes in us is not available.
Comprehensive income (loss)
The Partnership’s other comprehensive income (loss) is comprised of adjustments to other post-retirement plan assets and liabilities. See Note 16 "Post-Employment Benefits".
Limited partners’ net income (loss) per unit
We compute limited partners’ net income (loss) per unit by dividing our limited partners’ interest in net income (loss) by the weighted average number of units outstanding during the period. The overall computation, presentation and disclosure of our limited partners’ net income (loss) per unit are made in accordance with the FASB Accounting Standards Codification (ASC) Topic 260 “Earnings per Share”.
Accounting for regulated operations
Certain of our natural gas pipelines are subject to regulations by FERC. FERC exercises statutory authority over matters such as construction, transportation rates we charge and our underlying accounting practices and ratemaking agreements with customers. Accordingly, we record costs that are allowed in the ratemaking process in a period different from the period in which the costs would be charged to expense by a non-regulated entity. Also, we record assets and liabilities that result from the regulated ratemaking process that would be recorded under GAAP for our regulated entities. As of December 31, 2013 and 2012, we had no such material regulatory assets or liabilities.
 
Recent accounting pronouncements

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

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

In July 2013, the FASB issued ASC No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). This guidance was issued related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss carryforward, a similar tax loss, or tax credit carryforwards. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax position. The update is effective prospectively for the Partnership’s fiscal year beginning January 1, 2014 and we are currently evaluating the financial impact.
Acquisitions
Acquisitions
Acquisitions
Blackwater Terminals
Effective December 17, 2013, we acquired Blackwater, consisting of AL Blackwater, LLC ("ALB"), a Delaware limited liability company, Blackwater Midstream Holdings LLC, a Delaware limited liability company and a majority owned subsidiary of ALB, and Blackwater Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership. Blackwater operates 1.3 million barrels of storage capacity across four marine terminal sites located in Westwego, Louisiana; Brunswick, Georgia; Harvey, Louisiana; and Salisbury, Maryland.

The Partnership distributed consideration of $63.9 million, of which $27.7 million was accounted for as a cash distribution to the general partner. The consideration also included 125,500 limited partner units which were accounted for as a non-cash distribution to the general partner at a fair value of $3.1 million. The fair value of the units issued was determined using level one inputs based upon the Partnership's closing unit price on December 17, 2013.
The remaining consideration was utilized to settle all of the Blackwater's outstanding debt at December 17, 2013.
The acquisition of Blackwater represents a transaction between entities under common control and a change in reporting entity. Transfers of net assets or exchanges of shares between entities under common control are accounted for as if the transfer occurred at the beginning of the period or date of common control. Therefore, net assets received were recorded at their historical book value of $22.7 million as of the date common control was established, which is April 15, 2013.
On July 10, 2013, Blackwater acquired and purchased from Chemtura Corporation approximately 56 acres of property and improvements located in Harvey, Louisiana for $2.5 million (the "Harvey assets"). The land is adjacent to the Mississippi River and the assets include dormant storage tanks, unoccupied buildings, a barge dock and other improvements.

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

For the period from April 15, 2013 to December 31, 2013, Blackwater contributed $9.8 million of revenue and $0.8 million of net loss attributable to the Partnership's Terminals segment, which are included in the consolidated statement of operations.

High Point System

Effective April 15, 2013, our General Partner contributed the High Point System, consisting of 100% of the limited liability company interests in High Point Gas Transmission, LLC, and High Point Gas Gathering, LLC. The High Point System consists of approximately 700 miles of natural gas and liquids pipeline assets located in southeast Louisiana, in the Plaquemines and St. Bernard 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 cash consideration paid by HPIP, approximately $2.5 million was used to pay certain transaction expenses of HPIP, and the remaining approximately $12.5 million was used to repay borrowings outstanding under the Partnership's credit facility in connection with the Fourth Amendment. The contribution of the High Point System occurred concurrently with HPIP's acquisition of 90% of our General Partner and all of our subordinated units, which resulted in HPIP gaining control of our General Partner and a majority of our outstanding limited partner interests.

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

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

Accounts receivable
3,629

Unbilled revenue
1,446

Other current assets
2,049

Property, plant and equipment, net
82,615

Other assets
1,000

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



Subsequent to the contribution, for the year ended December 31, 2013, the High Point System contributed $30.4 million of revenue and $7.2 million of net income attributable to the Partnership's Transmission segment, which are included in the consolidated statement of operations.
Chatom Gathering, Processing and Fractionation Plant
Effective July 1, 2012, we acquired an 87.4% undivided interest in the Chatom system from affiliates of Quantum Resources Management, LLC. The acquisition fair value consideration of $51.4 million includes a credit associated with the cash flow the Chatom system generated between January 1, 2012, and the effective date of July 1, 2012. The consideration paid by the Partnership consisted of cash, which was funded under 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 cryogenic 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 consideration:
$
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 represents 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.
During the fourth quarter of 2013 we offered to purchase the noncontrolling interest in Chatom from all holders of the noncontrolling interest. As of December 31, 2013, 38% of the noncontrolling interest was purchased by us (a 4.8% overall interest), increasing our total ownership to 92.2% and reducing the noncontrolling interest to 7.8%.

Subsequent to the initial 87.4% acquisition, our undivided interest in the Chatom system contributed $25.4 million of revenue and $1.8 million of net income attributable to the Partnership, which are included in the consolidated statement of operations for the year ended December 31, 2012. For the year ended December 31, 2013, our interest in the Chatom system contributed $56.5 million of revenue and $5.4 million of net income attributable to the Partnership.

The following table presents unaudited pro forma consolidated information of the Partnership, adjusted for the acquisition of the Chatom system, as if the acquisition had occurred on January 1, 2011 (in thousands, except per unit amounts):
 
Year Ended December 31,
 
2012
 
2011
Revenue
$
246,342

 
$
296,387

Net loss
(4,319
)
 
(10,411
)
Limited partners’ net loss per unit
(0.49
)
 
(1.53
)


These amounts have been calculated after applying the Partnership's accounting policies and adjusting the results to reflect (i) additional depreciation and amortization that would have been charged assuming fair value adjustments to property, plant and equipment, and (ii) recording pro forma interest expense on debt that would have been incurred to acquire the Chatom system as of January 1, 2012 and 2011, respectively. The unaudited pro forma adjustments are based on available information and certain assumptions we believe are reasonable.

Burns Point Plant Interest
On December 1, 2011, we acquired a 50% undivided interest in the Burns Point Plant from Marathon Oil Company (“Marathon”) for total cash consideration of $35.5 million. No liabilities of Marathon were assumed. The purchase was effective November 1, 2011 with our assumption of insurable risks, operating liabilities and entitlement to in-kind revenues as of that date. The remaining 50% undivided interest is owned by the Burns Point Plant operator, Enterprise Gas Processing, LLC (“Enterprise”). The Burns Point Plant, which is an unincorporated venture, is governed by a construction and operating agreement (“Agreement”).

The fair value of the assets calculated under the market participant approach was in excess of cash consideration paid resulting in a $0.6 million bargain purchase gain.

The following table presents unaudited pro forma consolidated information of the Partnership, adjusted for the acquisition of the Interest in the Plant, as if the acquisition had occurred on January 1, 2011 (in thousands, except per unit amounts):
 
Year Ended
 
December 31, 2011
Revenue
$
249,908

Net loss
(11,741
)
Limited partners’ net loss per unit
(1.65
)


These amounts have been calculated after applying the Partnership's accounting policies and adjusting the results to reflect (i) additional depreciation and amortization that would have been charged assuming fair value adjustments to property, plant and equipment, (ii) recording pro forma interest expense on debt that would have been incurred to acquire our interest in the Plant, and (iii) elimination of the bargain purchase gain as of January 1, 2011. The unaudited pro forma adjustments are based on available information and certain assumptions we believe are reasonable.
The unaudited pro forma consolidated financial information is for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial position that we would have reported had these acquisitions been completed on the date indicated and should not be taken as representative of its future consolidated results of operations or financial position. Further, the unaudited pro forma consolidated statement of operations is not indicative of the operations going forward because it necessarily excludes various operating expenses.
Discontinued Operations (Notes)
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Discontinued Operations

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

During the second quarter of 2013, the board of directors of our General Partner approved a plan to sell certain non-strategic gathering and processing assets which meet specific criteria, qualifying them as held for sale. During the year ended December 31, 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%, and iii) a decline in throughput volumes of 2.5% in 2013 and thereafter.


The net book value of the non-strategic gathering and processing assets classified as held for sale comprise $1.2 million of Current assets held for sale, $0.3 million of Noncurrent assets held for sale, net, and $1.1 million of Current liabilities held for sale on the consolidated balance sheet as of December 31, 2013.

As part of the Blackwater Acquisition, we acquired long-lived terminal assets classified as held for sale. As of December 31, 2013, certain long-lived terminal assets were written down by $0.6 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. Using a combination of the market and cost approaches, the fair value estimates are based on (i) sales price per barrel of recent transactions as well as replacement cost estimates that include an economic obsolescence factor.

The net book value of the assets and liabilities attributable to the terminal assets are presented separately on the consolidated balance sheet and comprise $0.1 million of Current assets held for sale, $1.6 million of Noncurrent assets held for sale, net, less than $0.1 million of Current liabilities held for sale and all of the Noncurrent liabilities held for sale, net as of December 31, 2013.

As a result of the planned divestiture of these non-strategic midstream assets, we have accounted for these disposal groups as discontinued operations within our Gathering and Processing and Terminal segments. Accordingly, we reclassified and excluded the disposal groups' results of operations from our results of continuing operations and reported the disposal groups' results of operations as (Loss) income from operations of disposal groups, net of tax in our accompanying 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 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 years ended December 31, 2013, 2012, and 2011 (in thousands, except per unit amounts):
 
Year Ended December 31,
 
2013
 
2012
 
2011
Revenue
$
14,845

 
$
12,343

 
$
17,024

Expense
(14,964
)
 
(12,024
)
 
(16,692
)
Impairment
(2,400
)
 
—

 
—

Loss on sale of assets
(75
)
 
—

 
—

Income tax benefit
339

 
—

 
—

(Loss) income from operations of disposal groups, net of tax
$
(2,255
)
 
$
319

 
$
332

Limited partners' net (loss) income per unit from discontinued operations (basic and diluted)
$
(0.24
)
 
$
0.03

 
$
0.04

Concentration of Credit Risk and Trade Accounts Receivable
Concentration Risk Disclosure [Text Block]
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 as concentration of trade receivable balances due from companies engaged in the production, trading, distribution and marketing of natural gas and NGL products. These concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. 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 years ended December 31, 2013, 2012 and 2011, 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:
 
Year Ended December 31,
 
2013
 
2012
 
2011
Customer A
28
%
 
30
%
 
41
%
Customer B
13
%
 
—

 
—

Customer C
12
%
 
13
%
 
15
%
Customer D
10
%
 
14
%
 
18
%
Other
37
%
 
43
%
 
26
%
Total
100
%
 
100
%
 
100
%
Other Current Assets
Other Current Assets
Other Current Assets
Other current assets consists of the following (in thousands):
 
December 31,
 
2013
 
2012
Prepaid insurance
$
3,166

 
$
458

Other current assets
4,331

 
2,768

 
$
7,497

 
$
3,226

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 and collars. As of December 31, 2013, the aggregate notional volume of our commodity derivatives was 2.9 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 December 31, 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.
For accounting purposes, no derivative instruments were designated as hedging instruments and were instead accounted for under the mark-to-market method of accounting, with any changes in the fair value of the derivatives recorded in the consolidated balance sheets and through earnings, rather than being deferred until the anticipated transactions affect earnings. The use of mark-to-market accounting for financial instruments can cause non-cash earnings volatility due to changes in the underlying commodity price indices or interest rates.

Interest Rate Swap

We entered into an interest rate swap to manage the impact of the interest rate risk associated with our credit facility, effectively converting a portion of the cash flows related to our long-term variable rate debt into fixed rate cash flows. As of December 31, 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 consolidated balance sheet and is being amortized to Direct operating expenses on a straight-line basis over the term of the contract of 12 months. As of December 31, 2013, the unamortized amount of the risk management asset was approximately $0.5 million.
As of December 31, 2013 and 2012, the value associated with our commodity derivatives, interest rate swap instrument and weather derivative were recorded in our 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
 
December 31, 2013
 
December 31, 2012
 
December 31, 2013
 
December 31, 2012
 
December 31, 2013
 
December 31, 2012
Current
 
$
473

 
$
1,889

 
$
—

 
$
(920
)
 
$
473

 
$
969

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
473

 
$
1,889

 
$
—

 
$
(920
)
 
$
473

 
$
969

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
27

 
$
—

 
$
(450
)
 
$
—

 
$
(423
)
 
$
—

Noncurrent
 
—

 
—

 
(101
)
 
—

 
(101
)
 
—

Total liabilities
 
$
27

 
$
—

 
$
(551
)
 
$
—

 
$
(524
)
 
$
—


For the years ended December 31, 2013, 2012 and 2011, the realized and unrealized gains (losses) associated with our commodity, interest rate and weather derivative instruments were recorded in our consolidated statements of operations, under the captions as follows (in thousands):
 
 
Realized
 
Unrealized
2013
 

Gain (loss) on commodity derivatives
 
$
1,069

 
$
(1,041
)
Interest expense
 
(207
)
 
(454
)
Direct operating expenses
 
(662
)
 
—

Total
 
$
200

 
$
(1,495
)
2012
 
 
 
 
Gain (loss) on commodity derivatives
 
$
2,408

 
$
992

Total
 
$
2,408

 
$
992

2011
 
 
 
 
Gain (loss) on commodity derivatives
 
$
(1,911
)
 
$
(541
)
Realized loss on early termination of commodity derivatives
 
(2,998
)
 
—

Total
 
$
(4,909
)
 
$
(541
)
Fair Value Measurement
Fair Value Measurement
Fair Value Measurement
The authoritative guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value. These tiers include:
•
Level 1 – Inputs represent unadjusted quoted prices in active markets for identical assets or liabilities;
•
Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets that are either directly or indirectly observable; and
•
Level 3 – Inputs are unobservable and considered significant to fair value measurement.
A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy.
We believe the carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. Our cash and cash equivalents would be classified as Level 1 under the fair value hierarchy.
The recorded value of the amounts outstanding under the credit facility approximates its fair value, as interest rates are variable, based on prevailing market rates and the short-term nature of borrowings and repayments under the credit facility. Our existing revolving credit facility would be classified as Level 1 under the fair value hierarchy.
The recorded amounts of impairments of long-lived assets utilize fair value measurements based on significant inputs not observable in the market and thus represent a Level 3 measurement. Primarily using the income approach, the fair value estimates are based on (i) present value of estimated EBITDA, (ii) an assumed discount rate and (iii) a rate of decline in throughput volumes.
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 year ended December 31, 2013.
Fair Value of Financial Instruments
The following table sets forth by level within the fair value hierarchy, our commodity derivative instruments and interest rate swap, included as part of Risk management assets and Risk management liabilities within the balance sheet, that were measured at fair value on a recurring basis as of December 31, 2013 and 2012 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value of the Asset (Liability)
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
December 31, 2013
$
(70
)
 
$
—

 
$
(70
)
 
$
—

 
$
(70
)
December 31, 2012
969

 
—

 
969

 
—

 
969

Interest rate swap
 
 
 
 
 
 
 
 
 
December 31, 2013
$
(454
)
 
$
—

 
$
(454
)
 
$
—

 
$
(454
)
December 31, 2012
—

 
—

 
—

 
—

 
—


The unamortized portion of the premium paid to enter the weather derivative described in Note 6 "Derivatives", is included within Risk management assets on the balance sheet but is not included as part of the above table as it is recorded at amortized carrying cost, not fair value.
Property, Plant and Equipment, Net
Property, Plant and Equipment, Net
Property, Plant and Equipment
Property, plant and equipment, net, as of December 31, 2013 and 2012, were as follows (in thousands):
 
 
Useful Life
(in years)
 
December 31,
2013
 
December 31,
2012
Land
N/A
 
$
6,015

 
$
2,254

Construction in progress
N/A
 
6,443

 
5,053

Base gas
N/A
 
1,108

 
—

Buildings and improvements
4 to 40
 
5,109

 
1,432

Processing and treating plants
8 to 40
 
97,106

 
98,106

Pipelines
5 to 40
 
239,826

 
163,447

Compressors
4 to 20
 
11,793

 
8,957

Dock
20 to 40
 
7,942

 
—

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

 
—

Equipment
8 to 20
 
6,293

 
4,785

Computer software
5
 
3,531

 
1,950

Total property, plant and equipment
 
 
407,598

 
285,984

Accumulated depreciation
 
 
(95,088
)
 
(62,165
)
Property, plant and equipment, net
 
 
$
312,510

 
$
223,819


Of the gross property, plant and equipment balances at December 31, 2013 and 2012 include $100.5 million and $26.1 million, respectively, were related to AlaTenn, Midla and High Point Gas Transmission, our FERC regulated interstate and intrastate assets.
Capitalized interest was $0.2 million and zero for the years ended December 31, 2013 and 2012, respectively.
Depreciation expense was $25.9 million and $21.4 million for the years ended December 31, 2013 and 2012, 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%, and (iii) a decline in throughput volumes of 2.5% in 2013 and thereafter.
During the second quarter of 2013, the board of directors of our General Partner approved a plan to sell certain non-strategic gathering and processing assets which meet specific criteria, qualifying them as held for sale. As a result, certain gathering and processing assets were written down by $1.8 million to the estimated fair value less cost to sell. As part of the Blackwater Acquisition, we acquired long-lived terminal assets classified as held for sale. As of December 31, 2013, certain long-lived terminal assets were written down by $0.6 million to the estimated fair value less cost to sell. See Note 3 "Discontinued Operations".
During the first quarter of 2014, the board of directors of our General Partner gave approval to the management team to pursue the sale of certain gathering and processing assets for an amount less than the carrying value of the assets. As a result, these gathering and processing assets were written down by $3.0 million in the fourth quarter of 2013.
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 year ended December 31, 2013, we collected $1.1 million of nonrefundable cash proceeds from our insurance carrier. During the first quarter of 2013, $0.5 million of nonrefundable cash proceeds were recognized as an offset to property, plant and equipment write-downs of $0.1 million and presented as $0.4 million under the caption Gain (loss) on involuntary conversion of property, plant and equipment. During the second quarter of 2013, $0.6 million of nonrefundable cash proceeds were associated with business interruption insurance and recorded to Revenue in the consolidated statement of operations.
Goodwill and Intangible assets (Notes)
Goodwill and Intangible Assets Disclosure [Text Block]
Goodwill and Intangible Assets, Net
Goodwill of $16.4 million was contributed to the Partnership as part of the Blackwater Acquisition. Goodwill is not amortized and is assessed for impairment annually or more frequently if an event or circumstance indicates that an impairment may have occurred. Goodwill was recorded as a result of the excess of the investment by ArcLight in Blackwater over the fair market value of the identifiable net assets and customer contracts acquired in 2012.
Intangible assets, net, consist of customer contracts contributed to the Partnership as part of the Blackwater acquisition. The intangible assets are amortized on a straight-line basis over the economic lives of the customer contracts, currently ranging from 5 months to thirty-five months. Intangible assets, net, consist of the following as of December 31, 2013 (in thousands):
 
December 31,
2013
Customer contracts
$
12,101

Accumulated amortization
(8,419
)
Intangible assets, net
$
3,682


Amortization expense was $3.7 million for the period from April 15, 2013 to December 31, 2013.
Future amortization of the intangible assets, net will be $2.7 million in 2014 and $1.0 million in 2015.
Accrued Expenses and Other Current Liabilities
Accounts Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities were as follows (in thousands):
 
 
December 31,
 
 
2013
 
2012
Accrued expenses
 
$
5,906

 
$
6,519

Gas imbalances payable
 
4,305

 
971

Other accrued expenses and other current liabilities
 
4,847

 
2,129

 
 
$
15,058

 
$
9,619

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.

No assets were legally restricted for purposes of settling our ARO liabilities during the years ended December 31, 2013 and 2012. The following table is a reconciliation of the asset retirement obligations (in thousands):
 
Year Ended December 31,
 
2013
 
2012
Beginning asset retirement obligation
$
8,319

 
$
8,093

Liabilities assumed
25,763

 
452

Expenditures
—

 
(258
)
Accretion expense
554

 
32

Ending asset retirement obligation
$
34,636

 
$
8,319


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 $3.0 million and is presented in Other assets, net in our consolidated balance sheet as of December 31, 2013.
Long-Term Debt
Long-Term Debt
As of December 31, 2013, the Partnership's Credit Agreement (the "Credit Agreement") provides for a maximum borrowing equal to $200 million or subject to, among other restrictions, the requirement that our indebtedness not exceed 5.75 times adjusted consolidated EBITDA. We can elect to have loans under the our credit facility bear interest either at a Eurodollar-based rate plus a margin ranging from 1.50% to 3.75% depending on our total leverage ratio then in effect, or a base rate which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, or (c) the Eurodollar Rate plus 1.00% plus a margin ranging from 2.50% to 4.75% depending on the total leverage ratio then in effect. We also paid a commitment fee of 0.50% per annum on the undrawn portion of the revolving loan.
Our obligations under the credit facility are secured by a first mortgage in favor of the lenders in our real property. Advances made under the credit facility are guaranteed on a senior unsecured basis by certain of our subsidiaries (“Guarantors”). These guarantees are full and unconditional and joint and several among the Guarantors. The terms of the new credit facility include covenants that restrict our ability to make cash distributions and acquisitions in some circumstances. The remaining principal balance of loans and any accrued and unpaid interest will be due and payable in full on the maturity date, August 1, 2016.
The credit facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). The primary financial covenants contained in the credit facility are (i) a total consolidated leverage ratio test (not to exceed 5.75 times) and (ii) a minimum interest coverage ratio test (not less than 2.50).
Please see Note 23 "Liquidity" for more details on our amendments to the Credit Agreement during the year ended December 31, 2013.
On April 15, 2013, we repaid approximately $12.5 million in outstanding borrowings in connection with the ArcLight Transactions. On September 30, 2013, we received $12.5 million from HPIP which was used to repay outstanding borrowings under the credit agreement. Please see Note 13 "Partners' Capital" for more details.

For the years ended December 31, 2013, 2012 and 2011, the weighted average interest rate on borrowings under our credit facilities was approximately 4.53%, 4.09%, and 6.71%, respectively.
As of December 31, 2013 our consolidated total leverage was 3.70, which was in compliance with the consolidated total leverage ratio test in accordance with the leverage covenants as modified in the Fifth Amendment to the credit facility executed on December 17, 2013. As of December 31, 2013, we had approximately $130.7 million of outstanding borrowings under our credit facility and approximately $64.5 million of available borrowing capacity.
Other debt
Other debt represents insurance premium financing in the original amount of $2.3 million bearing interest at 3.95% per annum, which is repayable in equal monthly installments of approximately $0.3 million through the third quarter of 2014.
Our outstanding borrowings under the credit facility at December 31, 2013 and 2012, respectively, were (in thousands): 
 
 
December 31,
 
 
2013
 
2012
Revolving credit facility
 
$
130,735

 
$
128,285

Other debt
 
2,048

 
—

Total debt
 
132,783

 
128,285

Less: current portion
 
2,048

 
—

Long-term debt
 
$
130,735

 
$
128,285


At December 31, 2013 and 2012, respectively, letters of credit outstanding under the credit facility were $4.8 million and $2.6 million, respectively.
In connection with our credit facility and amendments thereto, we have incurred $6.4 million in cumulative debt issuance costs through December 31, 2013, which are being amortized on a straight-line basis over the term of the credit facility.
Partners' Capital
Partners' Capital
Partners’ Capital
Our capital accounts are comprised of approximately 2% general partner interest and 98% limited partner interests. Our limited partners have limited rights of ownership as provided for under our partnership agreement and the right to participate in our distributions. Our General Partner manages our operations and participates in our distributions, including certain incentive distributions pursuant to the new IDRs that are non-voting limited partner interests held by our General Partner.
Series A Convertible Preferred Units
On April 15, 2013, the Partnership, our General Partner and AIM Midstream Holdings entered into the ArcLight Transactions with HPIP, pursuant to which HPIP (i) acquired 90% of our General Partner and all of our subordinated units from AIM Midstream Holdings and (ii) contributed certain midstream assets and $15.0 million in cash to us in exchange for 5,142,857 Series A Units issued by the Partnership. Of the cash consideration paid by HPIP, approximately $2.5 million was used to pay certain transaction expenses of HPIP, and the remaining approximately $12.5 million was used to repay borrowings outstanding under the Partnership's credit facility in connection with the Fourth Amendment. As a result of these transactions, which were also consummated on April 15, 2013, HPIP acquired both control of our General Partner and a majority of our outstanding limited partnership interests. On April 15, 2013, our General Partner entered into the Third Amended & Restated Agreement of Limited Partnership (the “Amended Partnership Agreement”) of the Partnership providing for the creation and designation of the rights, preferences, terms and conditions of the Series A Units.
The Series A Units receive distributions prior to distributions to Partnership common unitholders. Through October 1, 2014, the distributions to the Series A Unitholders are equal to $0.25 per unit and additional Series A Units in an amount equal to the cash portion of the distribution. Subsequent to that date, the distribution to each Series A Unit will be the greater of the distribution to be made on a per unit basis to common unitholders or approximately $0.4125 per unit. The Series A Units may be converted into common units on a one-to-one basis, subject to customary anti-dilutive adjustments, at the option of the unitholders on or any time after January 1, 2014.
Upon any liquidation and winding up of the Partnership or the sale of substantially all of the assets of the Partnership, the holders of Series A Units generally will be entitled to receive, in preference to the holders of any of the Partnership's other securities, an amount equal to the sum of $17.50 multiplied by the number of Series A Units owned by such holders, plus all accrued but unpaid distributions on such Series A Units.
Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination in which the holders of common units are to receive securities, cash or other assets (a “Partnership Event”), we are obligated to make an irrevocable written offer, subject to consummation of the Partnership Event, to each holder of Series A Units to redeem all (but not less than all) of such holder's Series A Units for a price per Series A Unit payable in cash equal to the greater of:
•
the sum of $17.50 and all accrued and accumulated but unpaid distributions for each Series A Unit; or
•
an amount equal to the product of:
(i) the number of common units into which each Series A Unit is convertible; and
(ii) the sum of:
(A) the cash consideration per common unit to be paid to the holders of common units pursuant to the Partnership Event, plus
(B) the fair market value per common unit of the securities or other assets to be distributed to the holders of the common units pursuant to the Partnership Event.
Upon receipt of such a redemption offer from us, each holder of Series A Units may elect to receive such cash amount or a preferred security issued by the person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in the Amended Partnership Agreement with respect to the Series A Units without material abridgement.
Except as provided in the Amended Partnership Agreement, the Series A Units have voting rights that are identical to the voting rights of the common units and will vote with the common units as a single class, with each Series A Unit entitled to one vote for each common unit into which such Series A Unit is convertible.
The fair value of the Series A Units on April 15, 2013 was $17.50 per unit, or a total of $90.0 million and was issued by the Partnership in exchange for cash of approximately $12.5 million and net assets of $61.9 million contributed to the Partnership by our General Partner. The contribution of net assets of the High Point System was accounted for as a transaction between entities under common control whereby the High Point System was recorded at historical book value. As such, the value of the Series A Units in excess of the net assets contributed by our General Partner amounted to $15.6 million and was allocated pro-rata to our General Partner and existing limited partners' interest based on their ownership interests. The fair value measurement was based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined by ASC 820. Primarily using the income approach, the fair value estimate was based on (i) present value of estimated future contracted distributions, (ii) an assumed discount rate of 18.0%, and (iii) an assumed distribution growth rate of 1.0% in 2014 and thereafter.
The fair value of the additional Series A Units in an amount equal to the cash portion of the distribution was $25.17 per unit, or a total distribution of $4.8 million for the year ended December 31, 2013. Primarily using the market and income approach, the fair value estimate was based on (i) present value of estimated future contracted distributions, (ii) an option value of $7.27 per unit using a Black-Scholes model, (iii) an assumed discount rate of 10.0%, and (iv) an assumed distribution growth rate of 1.0% in 2014 and thereafter.
Equity Restructuring

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

Following the announcement of the Equity Restructuring Agreement, AIM Midstream Holdings filed an action in Delaware Chancery Court against HPIP and our General Partner seeking either rescission of the Equity Restructuring Agreement or, in the alternative, monetary damages. As a result of the action filed by AIM Midstream Holdings, the warrants that were issued by the Partnership, in conjunction with the Equity Restructuring, to our general partner for subsequent conveyance to AIM Midstream Holdings were cancelled effective August 29, 2013. In addition to the action filed by AIM Midstream Holdings, the escrowed funds of $12.5 million were not released to us. Accordingly, HPIP contributed $12.5 million in cash to us, which was used to satisfy obligations under our credit agreement and was accounted for as a contribution from our general partner.

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

On December 11, 2013, the Partnership and certain of its affiliates entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. (the “Underwriter”), providing for the issuance and sale by the Partnership, and the purchase by the Underwriter, of 2,568,712 common units representing limited partner interests in the Partnership at a price to the public of $22.47 per common unit. The Partnership used the net proceeds of $54.9 million to fund a portion of the purchase price for Blackwater.
Outstanding Units
The numbers of units outstanding as of December 31, 2013, 2012 and 2011, respectively, were as follows (in thousands):
 
December 31,
 
2013
 
2012
 
2011
Series A convertible preferred units
5,279

 
—

 
—

Limited partner common units
7,414

 
4,639

 
4,561

Limited partner subordinated units
—

 
4,526

 
4,526

General partner units
185

 
185

 
185

Earnings per Unit (Notes)
Net Income Loss Per Limited and General Partner Unit [Text Block]
Net Income (Loss) per Limited and General Partner Unit
Net income (loss) is allocated to the general partner and the limited partners in accordance with their respective ownership percentages, after giving effect to distributions on Series A preferred convertible units and incentive distributions paid to the general partner. Basic and diluted net income (loss) per limited partner unit is calculated by dividing limited partners’ interest in net income (loss) by the weighted average number of outstanding limited partner units during the period.

Unvested unit-based payment awards that contain non-forfeitable rights to distributions (whether paid or unpaid) are classified as participating securities and are included in our computation of basic and diluted net income per limited partner unit.
We compute earnings per unit using the two-class method. The two-class method requires that securities that meet the definition of a participating security be considered for inclusion in the computation of basic earnings per unit. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of the partnership agreement, regardless of whether the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, or whether the general partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period.
The two-class method does not impact our overall net income 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. In periods in which our aggregate net income does not exceed our aggregate distributions for such period, the two-class method does not have any impact on our calculation of earnings per limited partner unit. We have no dilutive securities, therefore basic and diluted net income per unit are the same.
We determined basic and diluted net income (loss) per general partner unit and limited partner unit as follows, (in thousands, except per unit amounts):
 
Year Ended December 31,
 
2013
 
2012
 
2011
Net loss from continuing operations
$
(31,151
)
 
$
(6,571
)
 
$
(12,030
)
Net income attributable to noncontrolling interests
633

 
256

 
—

Net loss from continuing operations attributable to the Partnership
(31,784
)
 
(6,827
)
 
(12,030
)
Less:
 
 
 
 
 
Distributions on Series A Preferred Units
24,117

 
—

 
—

General partner's distributions
464

 
322

 
864

General partner's share in undistributed loss
(1,708
)
 
(458
)
 
(1,112
)
Blackwater net loss from continuing operations
(716
)
 
—

 
—

Net loss from continuing operations available to limited partners
(53,941
)
 
(6,691
)
 
(11,782
)
Net (loss) income from discontinued operations available to limited partners
(1,893
)
 
313

 
325

Net loss available to limited partners
$
(55,834
)
 
$
(6,378
)
 
$
(11,457
)
 
 
 
 
 
 
Weighted average number of units used in computation of limited partners’ net loss per unit (basic and diluted)
7,981

 
9,113

 
6,997

 
 
 
 
 
 
Limited partners’ net loss from continuing operations per unit (basic and diluted)
$
(6.76
)
 
$
(0.73
)
 
$
(1.68
)
Limited partners’ net loss (income) from discontinued operations per unit (basic and diluted)
(0.24
)
 
0.03

 
0.04

Limited partners’ net loss per unit (basic and diluted)
$
(7.00
)
 
$
(0.70
)
 
$
(1.64
)
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 an 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 long-term incentive plan that effectively increased available awards by 871,750 units. At December 31, 2013, 2012 and 2011, there were 855,089, 920,193 and 54,827 units, respectively, available for future grant under the LTIP.
Ownership in the awards is subject to forfeiture until the vesting date. The LTIP is administered by the board of directors of our general partner. 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 has not historically settled these awards in cash. Although other types of awards are contemplated under the LTIP, the only currently outstanding awards are phantom units without dividend equivalent rights ("DERs").
Generally, grants issued under the LTIP vest in increments of 25% on each grant anniversary date and do not contain any vesting requirements other than continued employment.
Prior to our initial public offering, the fair value of the grants issued was calculated by the general partner based on several valuation models, including: a discounted cash flow ("DCF") model, a comparable company multiple analysis and a comparable recent transaction multiple analysis. As it relates to the DCF model, the model includes certain market assumptions related to future throughput volumes, projected fees and/or prices, expected costs of sales and direct operating costs and risk adjusted discount rates. Both the comparable company analysis and recent transaction analysis contain significant assumptions consistent with the DCF model, in addition to assumptions related to comparability, appropriateness of multiples (primarily based on EBITDA and DCF) and certain assumptions in the calculation of enterprise value.
The following table summarizes our unit-based awards for each of the periods indicated, in units:
 
 
Year Ended December 31,
 
 
2013
 
2012
 
2011
Outstanding at beginning of period
 
90,938

 
162,860

 
205,864

Granted
 
114,336

 
38,595

 
19,414

Forfeited
 
(18,320
)
 
(12,517
)
 
—

Vested
 
(111,425
)
 
(98,000
)
 
(62,418
)
Outstanding at end of period
 
75,529

 
90,938

 
162,860

Fair value per unit
 
$13.36 to $25.60

 
$14.70 to $21.40

 
$14.70 to $19.69


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, modification costs, DER payments and the cost of the DER buyout for the years ended December 31, 2011, was $3.4 million, which is classified as equity compensation expense in the consolidated statement of operations and the non-cash portion in partners’ capital on the consolidated balance sheet. There were no remaining DERs as of or for the year ended December 31, 2013.
In June 2011, certain existing LTIP grant agreements were modified to exclude the DER provision in exchange for a cash payment of $1.5 million, which has been included in equity compensation expense in the consolidated statement of operations.
The total fair value of vesting units at the time of vesting was $2.2 million, $1.9 million, and $1.2 million for the years ended December 31, 2013, 2012, and 2011, respectively.
The total compensation cost related to unvested awards not yet recognized at December 31, 2013, 2012, and 2011 was $0.9 million, $1.4 million, and $2.7 million, respectively, and the weighted average period over which this cost is expected to be recognized as of December 31, 2013, is approximately 1.9 years.
Post-Employment Benefits
Post-Employment Benefits
Post-Employment Benefits
We sponsor a contributory postretirement plan that provides medical, dental and life insurance benefits for qualifying U.S. retired employees (referred to as the “OPEB Plan”).
The tables below detail the changes in the benefit obligation, the fair value of the plan assets and the recorded asset or liability of the OPEB Plan using the accrual method (in thousands):
 
 
 
Year Ended December 31,
 
 
2013
 
2012
 
2011
Change in benefit obligation
 
 
 
 
 
 
Benefit obligation, beginning of period
 
$
472

 
$
466

 
$
869

Service cost
 
5

 
4

 
3

Interest cost
 
15

 
18

 
22

Actuarial (gain) loss
 
(29
)
 
22

 
(367
)
Plan amendments
 
126

 
—

 
—

Benefits paid
 
(57
)
 
(38
)
 
(61
)
Benefit obligation, end of period
 
$
532

 
$
472

 
$
466

Change in plan assets
 
 
 
 
 
 
Fair value of plan assets, beginning of period
 
$
1,552

 
$
1,432

 
$
1,319

Actual return on plan assets
 
(53
)
 
84

 
99

Employer’s contributions
 
90

 
90

 
90

Benefits paid
 
(61
)
 
(54
)
 
(76
)
Fair value of plan assets, end of period
 
$
1,528

 
$
1,552

 
$
1,432

Funded status
 
 
 
 
 
 
Funded status
 
$
996

 
$
1,080

 
$
966


The amounts of plan assets recognized in our consolidated balance sheets were as follows (in thousands):
 
 
December 31,
 
 
2013
 
2012
 
2011
Other assets
 
$
996

 
$
1,080

 
$
966


The amounts included in accumulated other comprehensive income at December 31, 2013, 2012 and 2011 that have not been recognized as components of net periodic benefit expenses are $(0.1) million, $(0.1) million and $0.4 million, respectively, which relate to net gains (losses).
 
Components of Net Periodic (Benefit) Cost and Other amounts Recognized in Other Comprehensive Income (in thousands):
 
 
Year Ended December 31,
 
 
2013
 
2012
 
2011
Net Periodic (Benefit) Cost
 
 
 
 
 
 
Service cost
 
$
5

 
$
4

 
$
3

Interest cost
 
15

 
18

 
22

Expected return on plan assets
 
(70
)
 
(67
)
 
(60
)
Amortization of net (gain) loss
 
(23
)
 
(43
)
 
(47
)
Net periodic (benefit) cost
 
$
(73
)
 
$
(88
)
 
$
(82
)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
 
 
 
 
 
 
Net loss (gain)
 
$
247

 
$
64

 
$
(359
)
Total recognized in other comprehensive income
 
247

 
64

 
(359
)
Total recognized in net periodic benefit cost and other comprehensive income
 
$
174

 
$
(24
)
 
$
(441
)

The estimated net gain that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is less than $0.1 million.
Economic assumptions
The assumptions made in measurement of the projected benefit obligations or assets of the OPEB Plan were as follows:
 
 
Year Ended December 31,
 
 
2013
 
2012
 
2011
Discount rate
 
4.57
%
 
3.42
%
 
3.96
%
Expected return on plan assets
 
4.50
%
 
4.50
%
 
4.50
%
Health care trend rate
 
4.50
%
 
3.00
%
 
3.00
%

A one percent increase in the assumed medical and dental care trend rate would result in an increase of less than $0.1 million in the accumulated post-employment benefit obligations. A one percent decrease in the assumed medical and dental care trend rate would result in a decrease of less than $0.1 million in the accumulated post-employment benefit obligations.
The above table reflects the expected long-term rates of return on assets of the OPEB Plan on a weighted-average basis. The overall expected rates of return are based on the asset allocation targets with estimates for returns on equity and debt securities based on long-term expectations. We believe this rate approximates the return we will achieve over the long-term on the assets of our plans. Historically, we have used a discount rate that corresponds to one or more high quality corporate bond indices as an estimate of our expected long-term rate of return on plan assets for our OPEB Plan assets. For 2013, 2012 and 2011 we selected the discount rate using the Citigroup Pension Discount Curve, or CPDC. The CPDC spot rates represent the equivalent yield on high-quality, zero-coupon bonds for specific maturities. These rates are used to develop a single, equivalent discount rate based on the OPEB Plan’s expected future cash flows.
Expected future benefit payments
The following table presents the benefits expected to be paid in each of the next five fiscal years, and in the aggregate for the five years thereafter by the OPEB Plan (in thousands):
 
For the year ending
 
2014
$
28

2015
29

2016
28

2017
27

2018
27

Five years thereafter
157


The expected future benefit payments are based upon the same assumptions used to measure the projected benefit obligations of the OPEB Plan including benefits associated with future employee service.
Future contributions to the Plans
We expect to make contributions of $0.1 million to the OPEB Plan for the year ending December 31, 2014.
 
Plan assets
The weighted average asset allocation of our OPEB Plan at the measurement date by asset category, which are all classified as Level 1 investments, are as follows: 
 
 
December 31,
 
 
2013
 
2012
 
2011
Fixed income (a)
 
70.1
%
 
72.2
%
 
72.1
%
Cash and short term assets (b)
 
29.9
%
 
27.8
%
 
27.9
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
(a)
United States government securities, municipal corporate bonds and notes and asset backed securities
(b)
Cash and securities with maturities of one year or less
Income Tax (Notes)
Income Tax Disclosure [Text Block]
 Income Taxes

The Partnership is not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes on our net income generally are borne by our unitholders through the allocation of taxable income. However, Blackwater is a taxable entity. The Partnership follows the provisions of ASC 740 “Accounting For Income Taxes,” which provides for recognition of deferred tax assets and liabilities for deductible temporary timing differences, operating loss carryforwards, statutory depletion carryforwards and tax credit carryforwards net of a valuation allowance for any asset for which it is more likely than not will not be realized in the Partnership’s tax return. An analysis of the Partnership’s deferred taxes is as follows (in thousands):
 
December 31, 2013
Deferred tax assets:
 
    Net operating loss carryforwards
$
5,455

    Other
182

    Total deferred tax assets
5,637

Deferred tax liabilities:
 
    Property, plant and equipment
9,022

    Intangible assets
1,364

    Total deferred tax liabilities
10,386

Deferred income tax liability, net
$
(4,749
)


At December 31, 2013, we had approximately $14.0 million of operating loss carryforwards. The net operating loss carryforwards would begin to expire in 2028. Some of our net operating losses may be limited by section 382 of the Internal Revenue Code due to the change in control that occurred in December 2013 and another change in control that occurred in October 2012.

Management assessed its various income tax positions and this assessment resulted in no adjustment to the tax asset or liability. The preparation of our various tax returns requires the use of estimates for federal and state income tax purposes. These estimates may be subjected to review by the respective taxing authorities. A revision, if any, to an estimate may result in an assessment of additional taxes, penalties and interest. At this time, a range in which our estimates may change is not quantifiable and a change, if any, is not expected to be material. We will account for interest and penalties relating to uncertain tax provisions in the current period statement of operations, as necessary. We have not recorded any adjustment to our financial statements as a result of this interpretation. We have tax years 2009 through 2012 remaining subject to examination by various federal and state tax jurisdictions, as applicable.
The provision for taxes is only attributable to the activities of certain affiliates of Blackwater. The details of the provision for taxes on income for the year ended December 31, 2013, are as follows (in thousands):
 
Year Ended December 31, 2013
Net loss before income tax benefit
(31,646
)
Federal statutory rate
34
%
Federal income tax benefit at statutory rate
10,760

Reconciling items:
 
    Partnership loss not subject to income tax
(10,350
)
    Income not subject to corporate-level tax
222

    State and local tax benefit
71

    Return to provision true-ups
(175
)
    Other
(33
)
Income tax benefit
$
495



The income tax provision related to continuing operations consist of the following (in thousands):
 
Year Ended December 31, 2013
Current income tax
$
—

Deferred income tax benefit
495

 
 
Effective income tax rate
1.6
%


The effective tax rate for the year ended December 31, 2013, was less than the statutory rate primarily due to the inclusion of income (loss) of the Partnership, which is not taxed at the subsidiary level that is subject to corporate income tax.
Commitments and Contingencies
Commitments and Contingencies
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, NGL and crude pipelines and operations, as well as terminal operations and we could, at times, be subject to environmental cleanup and enforcement actions. We attempt to manage this environmental risk through appropriate environmental policies and practices to minimize any impact our operations may have on the environment.
Commitments and contractual obligations
Future non-cancelable commitments related to certain contractual obligations as of December 31, 2013, are presented below (in thousands):
 
Payments Due by Period 
 
Total
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
Operating leases and service contracts
$
6,149

 
$
959

 
$
1,012

 
$
814

 
$
810

 
$
584

 
$
1,970

ARO
34,636

 
—

 
—

 
7,867

 
—

 
—

 
26,769

Total
$
40,785

 
$
959

 
$
1,012

 
$
8,681

 
$
810

 
$
584

 
$
28,739


For the periods indicated, total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were (in thousands):
 
 
Year Ended December 31,
 
 
2013
 
2012
 
2011
Operating leases
 
$
1,051

 
$
941

 
$
803

ARO
 
554

 
32

 
1,393

 
 
$
1,605

 
$
973

 
$
2,196



Gloria System Matter

We have been named in a lawsuit in the District Court of Jefferson Parish, Louisiana related to right of way maintenance and damages on our Louisiana Intrastate (Gloria) pipeline system related to a servitude agreement entered into by a predecessor in 1956. The landowner has sued us claiming that we have failed to maintain the pipeline right-of-way, allegedly causing erosion of the pipeline canal, erosion of levees, and deterioration of the adjacent marshland. The landowner seeks damages for the cost to narrow the pipeline canal, rebuild the pipeline levees, and restore the damaged marsh.

While we cannot predict the ultimate outcome of this litigation, we disagree with the damage claims asserted in the lawsuit and we are vigorously defending ourselves.

Bazor Ridge Emissions Matter

In July 2011, in the course of preparing our annual filing for 2010 with the Mississippi Department of Environmental Quality (“MDEQ”) as required by our Title V Air Permit, we determined that we underreported to the MDEQ the SO2 (sulfur dioxide) emissions from the Bazor Ridge plant for 2009 and 2010. In addition, we determined that certain SO2 emissions during 2009 and 2010 exceeded the reportable quantity threshold under the federal Emergency Planning and Community Right-to-Know Act, or EPCRA, requiring notification of various governmental authorities. We did not make any such EPCRA notifications.

In July 2011, we self-reported these issues to the MDEQ and EPA Region IV. In January 2012, we met with EPA Region IV representatives, and have agreed to a settlement with respect to the EPCRA reporting issue. A Consent Agreement and Final Order was executed, which included a civil penalty of $23,010. After discussion with the MDEQ, in February 2012 we submitted an application to amend our Title V Air Permit to account for these SO2 emissions. The MDEQ is currently processing this permit application. In December 2011, EPA Region IV performed an inspection of the plant, and they followed up with an Information Request in May 2012. We have responded to this Information Request and do not anticipate any further action required by the Partnership at this time.
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 years ended December 31, 2013, 2012, and 2011 administrative and operational services expenses of $14.2 million, $12.5 million and $9.6 million, respectively, were charged to us by our general partner. For the year ended December 31, 2013, 2012 and 2011, our general partner incurred approximately $1.8 million, $0.4 million and zero of costs associated with certain business development activities, respectively. 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.

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 cash consideration paid by HPIP, approximately $2.5 million was used to pay certain transaction expenses of HPIP, and the remaining approximately $12.5 million was used to repay borrowings outstanding under the Partnership's credit facility in connection with the Fourth Amendment.

In connection with the Blackwater Acquisition, our General Partner contributed the net assets of Blackwater which were recorded at their historical book value of $22.7 million for consideration of $63.9 million, of which $27.7 million was accounted for as a cash distribution to the general partner. The consideration also included 125,500 limited partner units which were accounted for as a non-cash distribution to the general partner at a fair value of $3.1 million. See read Note 2. "Acquisitions" for more information.

On October 9, 2012, Blackwater entered into a Convertible Promissory Note (the “BWHD Note”) with ArcLight Energy Partners Fund V, L.P. (“AL Fund V”), in the amount of $20.0 million. AL Fund V is a related party to the Partnership. The BWHD Note was paid off during the fourth quarter of 2013 as part of the Blackwater Acquisition.

Prior to our IPO, we had entered into an advisory services agreement with the former 100% interest owner of General Partner, American Infrastructure MLP Management, L.L.C., American Infrastructure MLP PE Management, L.L.C., and American Infrastructure MLP Associates Management, L.L.C., as the advisors. The agreement provided for the payment of $0.3 million in 2010 and annual fees of $0.3 million plus annual increases in proportion to the increase in budgeted gross revenues thereafter. In exchange, the advisors agreed to provide us services in obtaining equity, debt, lease and acquisition financing, as well as providing other financial, advisory and consulting services. Under this agreement, $0.2 million had been recorded to selling, general and administrative expenses for the year ended December 31, 2011.

On August 1, 2011, and in connection with our IPO, we terminated the advisory services agreement in exchange for a payment of $2.5 million.
Reporting Segments
Reporting Segments
Reporting Segments

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

Gathering and Processing

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

Transmission

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

Terminals

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

These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Gross margin is a performance measure utilized by management to monitor the business of each segment.
 
The following tables set forth our segment information for the periods indicated (in thousands):


 
Year Ended December 31, 2013
 
Gathering
and
Processing
 
Transmission
 
Terminals (a)
 
Total
Total revenue
$
192,446

 
$
90,377

 
$
9,831

 
$
292,654

Less:
 
 
 
 
 
 
 
COMA Income
689

 
154

 
—

 
843

Unrealized loss on commodity derivatives
(1,041
)
 
—

 
—

 
(1,041
)
Purchases of natural gas, NGL's and condensate
156,334

 
57,815

 
—

 
214,149

Direct operating expenses
—

 
—

 
2,080

 
2,080

Segment gross margin (a)
36,464

 
32,408

 
7,751

 
76,623

Direct operating expenses
(14,214
)
 
(13,259
)
 
—

 
(27,473
)
COMA Income
 
 
 
 
 
 
843

Unrealized loss on commodity derivatives
 
 
 
 
 
 
(1,041
)
Selling, general and administrative expenses
 
 
 
 
 
 
(21,402
)
Equity compensation expense
 
 
 
 
 
 
(2,094
)
Depreciation, amortization and accretion expense
 
 
 
 
 
 
(29,999
)
Gain on involuntary conversion of property, plant and equipment
 
 
 
 
 
 
343

Loss on impairment of property, plant and equipment
 
 
 
 
 
 
(18,155
)
Interest expense
 
 
 
 
 
 
(9,291
)
Income tax benefit
 
 
 
 
 
 
495

Loss from operations of disposal groups, net of tax
 
 
 
 
 
 
(2,255
)
Net loss
 
 
 
 
 
 
(33,406
)
Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
633

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(34,039
)

(a)
Terminals segment amounts are for the period from April 15, 2013 to December 31, 2013.

 
Year Ended December 31, 2012
 
Gathering
and
Processing
 
Transmission
 
Total
Total revenue
$
145,714

 
$
52,529

 
$
198,243

Less:
 
 
 
 
 
COMA Income
673

 
2,700

 
3,373

Unrealized gain on commodity derivatives
992

 
—

 
992

Purchases of natural gas, NGL's and condensate
108,656

 
36,516

 
145,172

Segment gross margin (a)
35,393

 
13,313

 
48,706

Direct operating expenses
(11,767
)
 
(5,031
)
 
(16,798
)
COMA Income
 
 
 
 
3,373

Unrealized gain on commodity derivatives
 
 
 
 
992

Selling, general and administrative expenses
 
 
 
 
(14,309
)
Equity compensation expense
 
 
 
 
(1,783
)
Depreciation, amortization and accretion expense
 
 
 
 
(21,284
)
Loss on involuntary conversion of property, plant and equipment
 
 
 
 
(1,021
)
Gain on sale of assets, net
 
 
 
 
123

Interest expense
 
 
 
 
(4,570
)
Income from operations of disposal groups
 
 
 
 
319

Net loss
 
 
 
 
(6,252
)
Less: Net income attributable to non-controlling interests
 
 
 
 
256

Net loss attributable to the Partnership
 
 
 
 
$
(6,508
)

 
Year Ended December 31, 2011
 
Gathering
and
Processing
 
Transmission
 
Total
Total revenue
$
160,953

 
$
66,766

 
$
227,719

Less:
 
 
 
 
 
Realized loss on early termination of commodity derivatives
(2,998
)
 
—

 
(2,998
)
Unrealized loss on commodity derivatives
(541
)
 
—

 
(541
)
Purchases of natural gas, NGL's and condensate
134,369

 
53,029

 
187,398

Segment gross margin (a)
30,123

 
13,737

 
43,860

Direct operating expenses
(6,199
)
 
(5,220
)
 
(11,419
)
Realized loss on early termination of commodity derivatives
 
 
 
 
(2,998
)
Unrealized loss on commodity derivatives
 
 
 
 
(541
)
Selling, general and administrative expenses
 
 
 
 
(11,082
)
Advisory services agreement termination fee
 
 
 
 
(2,500
)
Transaction expenses
 
 
 
 
—

Equity compensation expense
 
 
 
 
(3,357
)
Depreciation, amortization and accretion expense
 
 
 
 
(20,449
)
Gain on acquisition of assets
 
 
 
 
565

Loss on sale of assets, net
 
 
 
 
399

Interest expense
 
 
 
 
(4,508
)
Income from operations of disposal groups
 
 
 
 
332

Net loss attributable to the Partnership
 
 
 
 
$
(11,698
)

(a)
Segment gross margin for our Gathering and Processing segment consists of revenue less purchases of natural gas, NGLs and condensate and COMA. Segment gross margin for our Transmission segment consists of revenue, less purchases of natural gas and COMA. Segment gross margin for our Terminals segment consists of revenue, less direct operating expenses. Gross margin consists of the sum of the segment gross margin amounts for each of these segments. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner. Effective October 1, 2012, we changed our segment gross margin measure to exclude construction, operating and maintenance agreement (“COMA”) income. Effective January 1, 2011, we changed our segment gross margin measure to exclude unrealized non-cash mark-to-market adjustments related to our commodity derivatives. Effective April 1, 2011, we changed our segment gross margin measure to exclude realized early termination costs on commodity derivatives.

For a definition of gross margin and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP and a discussion of how we use gross margin to evaluate our operating performance, please read Item 7. "Management's Discussion and Analysis, How We Evaluate Our Operations”.

Asset information, including capital expenditures, by segment is not included in reports used by our management to monitor our performance and therefore is not disclosed.
The following table summarizes the percentage of revenue earned from those customers in each segment that exceed 10% or greater of the Partnership's consolidated segment revenue for the each of the periods presented below:
 
Year Ended December 31,
 
2013
 
2012
 
2011
Gathering and Processing:
 
 
 
 
 
Customer A
43
%
 
40
%
 
55
%
Customer B
19
%
 
11
%
 
—

Customer D
—

 
12
%
 
16
%
Other
38
%
 
37
%
 
29
%
Total
100
%
 
100
%
 
100
%
Transmission:
 
 
 
 
 
Customer C
39
%
 
50
%
 
57
%
Customer D
16
%
 
22
%
 
22
%
Customer E
—

 
10
%
 
—

Other
45
%
 
18
%
 
21
%
Total
100
%
 
100
%
 
100
%
Terminals:
 
 
 
 
 
Customer F
20
%
 
—

 
—

Customer B
17
%
 
—

 
—

Customer G
16
%
 
—

 
—

Customer H
13
%
 
—

 
—

Other
34
%
 
—

 
—

Total
100
%
 
—

 
—

Quarterly Financial Data (Notes)
Quarterly Financial Information [Text Block]
Quarterly Financial Data (Unaudited)
Summarized unaudited quarterly financial data for 2013 and 2012 are as follows (in thousands, except per unit amounts):
 
 
First
Quarter (a)
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Year Ended December 31, 2013
 
 
 
 
 
 
 
Total revenues
$
59,402

 
$
77,608

 
$
79,536

 
$
76,108

Gross margin (b)
12,476

 
19,158

 
21,380

 
23,609

Operating (loss) income
(1,740
)
 
(17,780
)
 
(210
)
 
(2,625
)
Net loss from continuing operations
(3,471
)
 
(19,996
)
 
(2,632
)
 
(5,052
)
Income (loss) from operations of disposal groups
73

 
(1,930
)
 
91

 
(489
)
Net income attributable to noncontrolling interest
155

 
188

 
190

 
100

Net loss attributable to the Partnership
(3,553
)
 
(22,114
)
 
(2,731
)
 
(5,641
)
General partner’s interest in net loss
(70
)
 
(905
)
 
(221
)
 
(209
)
Limited partners’ interest in net loss
$
(3,483
)
 
$
(21,209
)
 
$
(2,510
)
 
$
(5,432
)
 
 
 
 
 
 
 
 
Limited partners’ (loss) income per unit:
 
 
 
 
 
 
 
Loss from continuing operations
$
(0.39
)
 
$
(4.00
)
 
$
(0.82
)
 
$
(1.55
)
Income (loss) from discontinued operations
0.01

 
(0.20
)
 
0.02

 
(0.07
)
Net loss
$
(0.38
)
 
$
(4.20
)
 
$
(0.80
)
 
$
(1.62
)
Year Ended December 31, 2012
 
 
 
 
 
 
 
Total revenues
$
44,857

 
$
43,322

 
$
53,401

 
$
56,663

Gross margin (b)
12,560

 
11,253

 
12,979

 
11,914

Operating income (loss)
2,417

 
3,077

 
(2,513
)
 
(4,982
)
Net income (loss) from continuing operations
1,660

 
2,252

 
(4,014
)
 
(6,469
)
Income (loss) from operations of disposal groups
31

 
75

 
(12
)
 
225

Net income (loss) attributable to noncontrolling interest
—

 
—

 
249

 
7

Net income (loss) attributable to the Partnership
1,691

 
2,327

 
(4,275
)
 
(6,251
)
General partner’s interest in net income (loss)
34

 
46

 
(85
)
 
(124
)
Limited partners’ interest in net income (loss)
$
1,657

 
$
2,281

 
$
(4,190
)
 
$
(6,127
)
 
 
 
 
 
 
 
 
Limited partners’ income (loss) per unit:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.18

 
$
0.24

 
$
(0.46
)
 
$
(0.69
)
Income (loss) from discontinued operations
—

 
0.01

 
—

 
0.02

Net income (loss)
$
0.18

 
$
0.25

 
$
(0.46
)
 
$
(0.67
)
 
(a)
During the fourth quarter of 2012, we identified revenues in the amount of $0.3 million associated with proceeds received in connection with COMA reimbursable projects that were incorrectly recognized in the first quarter of 2012 that should have been recognized ratably during each of the succeeding quarters of 2012 for approximately $0.1 million per quarter. In addition, we recorded in the first quarter of 2012 and for the year ended December 31, 2012, out-of-period adjustments amounting to $0.1 million for the correction of immaterial errors associated with additional depreciation expense and selling, general and administrative expense. Based upon our evaluation of relevant factors, we concluded that these errors were not material to any previously issued and current consolidated financial statements.
(b)
For a definition of gross margin and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP and a discussion of how we use gross margin to evaluate our operating performance, please read Item 7. "Management's Discussion and Analysis, How We Evaluate Our Operations”.
Subsidiary Guarantors
Subsidiary Guarantors
Subsidiary Guarantors

The Partnership filed a registration statement on Form S-3 with the SEC to register, among other securities, debt securities, which was effective in the fourth quarter of 2012. The subsidiaries of the Partnership (the "Subsidiaries") are co-registrants with the Partnership, and the registration statement registers guarantees of debt securities by one or more of the Subsidiaries (other than American Midstream Finance Corporation, a 100% owned subsidiary of the Partnership whose sole purpose is to act as co-issuer of such debt securities). The financial position and operations of the co-issuer are minor and therefore have been included with the Parent's financial information. As of June 30, 2012, the Subsidiaries were 100% owned by the Partnership and any guarantees by the Subsidiaries will be full and unconditional. As of December 31, 2013, the Subsidiaries have an investment in the non-guarantor subsidiaries equal to a 92.2% undivided interest in its Chatom system. The Partnership has no assets or operations independent of the Subsidiaries, and there are no significant restrictions upon the ability of the Subsidiaries to distribute funds to the Partnership. In the event that more than one of the Subsidiaries provide guarantees of any debt securities issued by the Partnership, such guarantees will constitute joint and several obligations. None of the assets of the Partnership or the Subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended. For purposes of the following condensed consolidating financial information, the Partnership's investments in its Subsidiaries and the guarantor subsidiaries' investment in its 92.2% undivided interest in the Chatom system are presented in accordance with the equity method of accounting. The financial information may not necessarily be indicative of the financial position, results of operations, or cash flows had the subsidiary guarantors operated as independent entities. Condensed consolidating financial information for the Partnership, its combined guarantor subsidiaries and non-guarantor subsidiary as of December 31, 2013 and 2012, and for those years ended is as follows (in thousands):


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

$
392

$
—

$
—

$
393

Accounts receivable
—

4,461

2,361

—

6,822

Unbilled revenue
—

17,325

4,680

—

22,005

Risk management assets
—

473

—

—

473

Other current assets
84

6,942

555

(84
)
7,497

Current assets held for sale
—

1,268

—

—

1,268

Total current assets
85

30,861

7,596

(84
)
38,458

Property, plant and equipment, net
—

254,465

58,045

—

312,510

Note receivable
27,315

—

—

(27,315
)
—

Goodwill
—

16,447

—

—

16,447

Intangible assets, net
—

3,682

—

—

3,682

Other assets, net
—

8,321

743

—

9,064

Noncurrent assets held for sale, net
—

1,914

—

—

1,914

Investment in subsidiaries
142,758

57,750

—

(200,508
)
—

Total assets
$
170,158

$
373,440

$
66,384

$
(227,907
)
$
382,075

 
 
 
 
 
 
Liabilities and Partners’ Capital
 
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable
$
30

$
2,902

$
329

$
—

$
3,261

Accrued gas purchases
—

13,290

3,104

—

16,394

Accrued expenses and other current liabilities
1,478

13,563

101

(84
)
15,058

Current portion of long-term debt
—

2,048

—

—

2,048

Risk management liabilities
—

423

—

—

423

Current liabilities held for sale
—

1,106

—

—

1,106

Total current liabilities
1,508

33,332

3,534

(84
)
38,290

Risk management liabilities - long term
—

101

—

—

101

Asset retirement obligation
—

34,164

472

—

34,636

Other liabilities
—

191

—

—

191

Long-term debt
—

158,050

—

(27,315
)
130,735

Deferred tax liability
—

4,749

—

—

4,749

Noncurrent liabilities held for sale
—

95

—

—

95

Total liabilities
1,508

230,682

4,006

(27,399
)
208,797

Convertible preferred units
 
 
 
 
 
Series A convertible preferred units
94,811

—

—

—

94,811

Total partners' capital
73,839

142,758

57,750

(200,508
)
73,839

Noncontrolling interest
—

—

4,628

—

4,628

Total equity
73,839

142,758

62,378

(200,508
)
78,467

Total liabilities and partners' capital
$
170,158

$
373,440

$
66,384

$
(227,907
)
$
382,075


 
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 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

Partners' capital
 
 
 
 
 
Total partners' capital
80,165

80,164

51,613

(131,777
)
80,165

Noncontrolling interest
—

—

7,438

—

7,438

Total equity
80,165

80,164

59,051

(131,777
)
87,603

Total liabilities and partners' capital
$
80,165

$
245,475

$
62,833

$
(131,777
)
$
256,696






 
Consolidating Statements of Operations
 
Year ended December 31, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
Revenue
$
—

$
242,395

$
56,080

$
(5,849
)
$
292,626

Unrealized gain on commodity derivatives
—

(369
)
397

—

28

Total revenue
—

242,026

56,477

(5,849
)
292,654

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

175,551

44,447

(5,849
)
214,149

Direct operating expenses
—

25,180

4,373

—

29,553

Selling, general and administrative expenses
—

21,402

—

—

21,402

Equity compensation expense
—

2,094

—

—

2,094

Depreciation, amortization and accretion expense
—

28,338

1,661

—

29,999

Total operating expenses
—

252,565

50,481

(5,849
)
297,197

Gain on involuntary conversion of property, plant and equipment
—

343

—

—

343

Loss on impairment of property, plant and equipment
—

(18,155
)
—

—

(18,155
)
Operating (loss) income
—

(28,351
)
5,996

—

(22,355
)
Other (expenses) income:
 
 
 
 
 
Earnings from consolidated affiliates
(34,123
)
5,363

—

28,760

—

Interest income (expense)
84

(9,375
)
—

—

(9,291
)
Net (loss) income before income tax benefit
(34,039
)
(32,363
)
5,996

28,760

(31,646
)
Income tax benefit
—

495

—

—

495

Net (loss) income from continuing operations
(34,039
)
(31,868
)
5,996

28,760

(31,151
)
Discontinued operations, net of tax
—

(2,255
)
—

—

(2,255
)
Net (loss) income
(34,039
)
(34,123
)
5,996

28,760

(33,406
)
Net income attributable to noncontrolling interests
—

—

633

—

633

Net (loss) income attributable to the Partnership
$
(34,039
)
$
(34,123
)
$
5,363

$
28,760

$
(34,039
)

 
Consolidating Statements of Operations
 
Year ended December 31, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
Revenue
$
—

$
170,569

$
25,441

$
(1,167
)
$
194,843

Unrealized gain on commodity derivatives
—

3,400

—

—

3,400

Total revenue
—

173,969

25,441

(1,167
)
198,243

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

126,649

19,690

(1,167
)
145,172

Direct operating expenses
—

13,895

2,903

—

16,798

Selling, general and administrative expenses
—

14,309

—

—

14,309

Equity compensation expense
—

1,783

—

—

1,783

Depreciation, amortization and accretion expense
—

20,474

810

—

21,284

Total operating expenses
—

177,110

23,403

(1,167
)
199,346

Loss on involuntary conversion of property, plant and equipment
—

(1,021
)
—

—

(1,021
)
Gain on sale of assets, net
—

123

—

—

123

Operating (loss) income
—

(4,039
)
2,038

—

(2,001
)
Other (expenses) income:
 
 
 
 
 
Earnings from consolidated affiliates
(6,508
)
1,782

—

4,726

—

Interest expense
—

(4,570
)
—

—

(4,570
)
Net income from continuing operations
(6,508
)
(6,827
)
2,038

4,726

(6,571
)
Discontinued operations
—

319

—

—

319

Net (loss) income
(6,508
)
(6,508
)
2,038

4,726

(6,252
)
Net income attributable to noncontrolling interests
—

—

256

—

256

Net (loss) income attributable to the Partnership
$
(6,508
)
$
(6,508
)
$
1,782

$
4,726

$
(6,508
)















 
Consolidated Statements of Comprehensive Income
 
Year ended December 31, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
Net (loss) income
$
(34,039
)
$
(34,123
)
$
5,996

$
28,760

$
(33,406
)
Unrealized loss on post retirement benefit plan assets and liabilities
(247
)
(247
)
—

247

(247
)
Comprehensive (loss) income
(34,286
)
(34,370
)
5,996

29,007

(33,653
)
Less: Comprehensive income attributable to noncontrolling interests
—

—

633

—

633

Comprehensive (loss) income attributable to the Partnership
$
(34,286
)
$
(34,370
)
$
5,363

$
29,007

$
(34,286
)


 
Consolidated Statements of Comprehensive Income
 
Year ended December 31, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
Net (loss) income
$
(6,508
)
$
(6,508
)
$
2,038

$
4,726

$
(6,252
)
Unrealized loss on post retirement benefit plan assets and liabilities
(64
)
(64
)
—

64

(64
)
Comprehensive (loss) income
(6,572
)
(6,572
)
2,038

4,790

(6,316
)
Less: Comprehensive income attributable to noncontrolling interests
—

—

256

—

$
256

Comprehensive (loss) income attributable to the Partnership
$
(6,572
)
$
(6,572
)
$
1,782

$
4,790

$
(6,572
)


 
Statement of Cash Flows
 
Year ended December 31, 2013
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
Net cash provided by operating activities
$
—

$
13,681

$
3,542

—

17,223

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

(26,322
)
(874
)
—

(27,196
)
Proceeds from disposals of property, plant and equipment
—

500

—

—

500

Proceeds from property damage insurance recoveries
—

482

—

—

482

Restricted cash
—

(2,000
)
—

—

(2,000
)
Net contributions from affiliates
43,770

—

—

(43,770
)
—

Net distributions to affiliates
(82,321
)
—

—

82,321

—

Net cash provided by (used in) investing activities
(38,551
)
(27,340
)
(874
)
38,551

(28,214
)
Cash flows from financing activities
 
 
 
 
 
Net contributions from affiliates
—

82,321

—

(82,321
)
—

Net distributions to affiliates
—

(42,515
)
(1,255
)
43,770

—

Proceeds from issuance of common units to public, net of offering costs
54,853

—

—

—

54,853

Unitholder contributions
13,075

—

—

—

13,075

Unitholder distributions
(16,120
)
—

—

—

(16,120
)
Issuance of Series A Convertible Preferred Units
14,393

—

—

—

14,393

Unitholder distributions for Blackwater transaction
(27,650
)
—

—

—

(27,650
)
Acquisition of noncontrolling interest
—

—

(752
)
—

(752
)
Net distributions to noncontrolling interest owners
—

—

(661
)
—

(661
)
LTIP tax netting unit repurchase
—

(630
)
—

—

(630
)
Deferred debt issuance costs
—

(2,113
)
—

—

(2,113
)
Payments on other loan
—

(2,640
)
—

—

(2,640
)
Payments on loans to affiliates
—

(20,000
)
—

—

(20,000
)
Borrowings on other debt
—

3,795

—

—

3,795

Payments on bank loans
—

(34,730
)
—

—

(34,730
)
Borrowings on bank loans
—

27,546

—

—

27,546

Payments on long-term debt
—

(131,571
)
—

—

(131,571
)
Borrowings on long-term debt
—

134,021

—

—

134,021

Net cash used in financing activities
$
38,551

$
13,484

$
(2,668
)
$
(38,551
)
10,816

Net decrease in cash and cash equivalents
—

(175
)
—

—

(175
)
Cash and cash equivalents
 
 
 
 
 
Beginning of period
1

575

—

—

576

End of period
$
1

$
400

$
—

$
—

$
401

Supplemental cash flow information
 
 
 
 
 
Interest payments
$
—

6,416

—

—

$
6,416

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

$
(5,181
)
$
—

$
—

$
(5,181
)
Net assets contributed in the Blackwater Acquisition (See Note 2)
22,121

—

—

—

22,121

Net assets contributed in exchange for the issuance of Series A convertible preferred units (see Note 2)
59,995

—

—

—

59,995

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

—

—

—

15,612

Accrued unitholder distribution for Series A Units
4,811

—

—

—

4,811


 
Statement of Cash Flows
 
Year ended December 31, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
Net cash provided by operating activities
$
—

$
16,310

$
2,038

—

18,348

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

(51,377
)
—

—

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

(10,870
)
(835
)
—

(11,705
)
Proceeds from disposals of property, plant and equipment
—

128

—

—

128

Proceeds from property damage insurance recoveries
—

527

—

—

527

Net contributions from affiliates
16,070

—

—

(16,070
)
—

Net distributions to affiliates
(13
)
—

—

13

—

Net cash provided by (used in) investing activities
16,057

(61,592
)
(835
)
(16,057
)
(62,427
)
Cash flows from financing activities
 
 
 
 
 
Net contributions from affiliates
—

13

—

(13
)
—

Net distributions to affiliates
—

(15,092
)
(978
)
16,070

—

Unit holder contributions
13

—

—

—

13

Unit holder distributions
(16,070
)
—

—

—

(16,070
)
Net distributions to noncontrolling interest owners
—

—

(225
)
—

(225
)
LTIP tax netting unit repurchase
—

(385
)
—

—

(385
)
Deferred debt issuance costs
—

(1,564
)
—

—

(1,564
)
Payments on long-term debt
—

(59,230
)
—

—

(59,230
)
Borrowings on long-term debt
—

121,245

—

—

121,245

Net cash (used in) provided by financing activities
$
(16,057
)
$
44,987

$
(1,203
)
$
16,057

$
43,784

Net decrease in cash and cash equivalents
—

(295
)
—

—

(295
)
Cash and cash equivalents
 
 
 
 
 
Beginning of period
1

870

—

—

871

End of period
$
1

$
575

$
—

$
—

$
576

Supplemental cash flow information
 
 
 
 
 
Interest payments
$
—

$
3,185

—

—

$
3,185

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

$
6,968

$
—

$
—

$
6,968

Increase in receivables for reimbursable construction in progress projects
—

141

—

—

141

Liquidity (Notes)
Liquidity
Liquidity

The principal indicators of our liquidity at December 31, 2013, were our cash on hand and availability under our credit facility. As of December 31, 2013, our available liquidity was $64.9 million, comprised of cash on hand of $0.4 million and $64.5 million available under our credit facility.

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 $128.3 million, which caused our total leverage to EBITDA ratio to be approximately 5.70 to 1.00. As a result, on December 26, 2012, the Partnership entered into the Third Amendment and Waiver to the Partnership's Credit Agreement (the "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 subsequently extended to April 15, 2013. 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 April 15, 2013, we entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement. The Fourth Amendment amended the Credit Agreement to (i) allowed for the transactions contemplated under the Contribution Agreement and the issuance of additional Series A Preferred Units as paid-in-kind distributions, (ii) required the Partnership to repay borrowings under the Credit Agreement with the proceeds of certain asset sales and debt issuances, (iii) increased the maximum allowable consolidated total leverage ratio, including allowing for a higher maximum consolidated total leverage ratio for the seven fiscal quarters starting with the second quarter of 2013 and (iv) reset the applicable interest rates for borrowings based on the consolidated total leverage ratio for each quarter. In addition, the Fourth Amendment provides for a decrease in the aggregate commitments under the Credit Agreement from $200 million to $175 million if, on or prior to September 30, 2013, the Partnership has not received from AIM Midstream Holdings a $12.5 million equity contribution and used that contribution to prepay amounts outstanding under the Credit Agreement. On April 15, 2013, we repaid approximately $12.5 million in outstanding borrowings under the credit agreement in connection with the ArcLight Transactions.

On December 17, 2013, we entered into the Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement. The Fifth Amendment amends the Credit Agreement to, among other things, reflect the acquisition of Blackwater and its subsidiaries pursuant to the Blackwater Merger Agreement. The Fifth Amendment (i) revised the definition of the term “Consolidated EBITDA,” which is used in the calculation of certain financial covenants in the Credit Agreement, to specify how the Consolidated EBITDA of Blackwater would be used to calculate Consolidated EBITDA through the quarter ended on June 30, 2014; (ii) provided that although the Credit Agreement would otherwise require it, Blackwater Maryland, LLC (“Blackwater Maryland”), a subsidiary of Blackwater Holdings, would not be required to deliver any mortgages or deeds of trust on any property of Blackwater Maryland, but that Blackwater Maryland would not grant to any other party any liens on its real property other than liens otherwise permitted by the Credit Agreement; (iii) permitted certain third-party liens to exist on property of Blackwater New Orleans, L.L.C., a subsidiary of Blackwater Holdings; (iv) provided that no more than $20.0 million of borrowings under the Credit Agreement could be used for the payment of the purchase price in connection with the Blackwater Transaction; and (v) required the Partnership and American Midstream, LLC to perform certain covenants after the effective date of the Fifth Amendment to ensure that Blackwater Holdings and its subsidiaries become guarantors of the obligations of the Partnership and American Midstream, LLC under the Credit Agreement and that they secure their obligations and those of the Partnership and American Midstream, LLC under the Credit Agreement with the assets of Blackwater Holdings and its subsidiaries. In addition, the Fifth Amendment removed certain provisions of the Credit Agreement to provide certain financial and operating information of the Partnership on a monthly basis for any month after 2013 in which the Consolidated Total Leverage Ratio of the Partnership is in excess of 4.00 to 1.00.

As of December 31, 2013 our consolidated total leverage was 3.70, which was in compliance with the consolidated total leverage ratio test in accordance with the leverage covenants as modified in the Fifth Amendment to the credit facility executed on December 17, 2013. As of December 31, 2013, we had approximately $130.7 million of outstanding borrowings under our credit facility and approximately $64.5 million of available borrowing capacity.

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. The Partnership believes that the consummation of the (i) Blackwater Acquisition, (ii) Equity Restructuring, (iii) Offering and (iv) ArcLight Transactions will allow it to maintain compliance with the consolidated total leverage to EBTIDA required under the facility.
Subsequent Events
Subsequent Events
Subsequent Events

Distribution

On January 22, 2014, we announced that the board of directors of our General Partner declared a quarterly cash distribution of $0.4525 per unit for the fourth quarter ended December 31, 2013, or $1.81 per unit on an annualized basis. The cash distribution was paid on February 14, 2014, to unitholders of record as of the close of business on February 7, 2014, together with our General Partner. The ex-dividend date was February 5, 2014.

Completion of PVA Acquisition
On January 31, 2014, the Partnership acquired, from Penn Virginia Corporation ("PVA"), approximately 120 miles of high- and low-pressure pipelines ranging from 4 to 8 inches in diameter with over 9,000 horsepower of leased compression, and associated facilities located in the Eagle Ford shale in Gonzales and Lavaca Counties, Texas. The consideration for the PVA Asset Acquisition was financed with the net proceeds of the Partnership’s January 2014 equity offering of $87.3 million and the proceeds from the issuance to our General Partner of 1,168,225 Series B PIK Units representing series B limited partnership interests in the Partnership. The Series B PIK Units have the right to share in distributions from the Partnership on a pro rata basis with holders of the Partnership’s common units and will convert into common units on a one-for-one basis on the second anniversary of the initial issuance The conflicts committee of our General Partner’s board of directors approved the Series B PIK Unit issuance and the transactions contemplated thereby.

Purchase and Sale Agreement

In the fourth quarter of 2013, a subsidiary of the Partnership entered into a purchase and sale agreement with Transcontinental Gas Pipe Line Company, LLC ("Transco"), a subsidiary of Williams Partners, LP, to acquire natural gas pipeline facilities for approximately $6.5 million that are contiguous to, and connect with, our High Point system in offshore Louisiana. The closing of the purchase and sale agreement was subject to FERC approval of Transco's application to abandon by sale to us the pipeline facilities and to permit the facilities to serve a gathering function, exempt from FERC's jurisdiction. The FERC granted approval of Transco's application during the first quarter of 2014, and the purchase and sale agreement is expected to close by the end of the first quarter of 2014.
Organization and Basis of Presentation (Policies)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
 
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]
 
Text Block 
Nature of Business
Text Block 
 
Basis of Presentation
Text Block 
 
Combination of Entities under Common Control, Policy [Policy Text Block]
Text Block 
 
Consolidation Policy
Text Block 
 
Use of Estimates
Text Block 
 
Accounting for Regulated Operations
Text Block 
 
Revenue Recognition and the Estimation of Revenues and Cost of Natural Gas
Text Block 
 
Cash and Cash Equivalents
Text Block 
 
Allowance for Doubtful Accounts
Text Block 
 
Inventory
Text Block 
 
Operational Balancing Agreements and Natural Gas Imbalances
Text Block 
 
Property, Plant and Equipment
Text Block 
 
Impairment of Long-Lived Assets
Text Block 
 
Income Taxes
Text Block 
 
Commitments, Contingencies and Enciornmental Liabilities
Text Block 
 
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block]
Text Block 
 
Asset Retirement Obligations (AROs)
Text Block 
 
Derivative Financial Instruments
Text Block 
 
Comprehensive Income (Loss)
Text Block 
 
Unit-Based Employee Compensation
Text Block 
 
Fair Value Measurements
Text Block 
 
Debt Issuance Costs
Text Block 
 
Noncontrolling Interest
Text Block 
 
Limited Partners' Net Income (Loss) Per Unit
Text Block 
 
New Accounting Pronouncements, Policy [Policy Text Block]
Text Block 
 
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] 
Goodwill and intangible assets

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

We record the estimated fair value of acquired customer contracts as intangible assets. The intangible assets are amortized over the remaining periods of the customer contracts, which range between 5 months and thirty-five months.
Nature of Business 
Nature of business
American Midstream Partners, LP (the “Partnership”), was formed on August 20, 2009 as a Delaware limited partnership for the purpose of operating, developing and acquiring a diversified portfolio of midstream energy assets. We provide natural gas gathering, treating, processing, fractionating, marketing and transportation services primarily in the Gulf Coast and Southeast regions of the United States through our ownership and operation of eleven gathering systems, two processing facilities, one fractionation facility, four terminal sites, three interstate pipelines and five intrastate pipelines. We also own a 50% undivided, non-operating interest in a processing plant located in southern Louisiana. Recently, we became an owner, developer and operator of petroleum, agricultural, and chemical liquid terminal storage facilities.
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 Federal Energy Regulatory Commission (“FERC”) regulated interstate natural gas pipelines in Louisiana, Mississippi, Alabama and Tennessee. Our interstate pipelines include:
•
High Point Gas Transmission, LLC, which owns and operates approximately 400 miles of intrastate pipeline and is connected to 40 meters with 32 active producers and offers processing options at the Toca processing plant with delivery to Southern Natural Gas available downstream of the processing plant in Louisiana;
•
American Midstream (Midla), LLC, which owns and operates approximately 370 miles of interstate pipeline that runs from the Monroe gas field in northern Louisiana south through Mississippi to Baton Rouge, Louisiana.
•
American Midstream (AlaTenn), LLC, which owns and operates approximately 295 miles of interstate pipeline that runs through the Tennessee River Valley from Selmer, Tennessee, to Huntsville, Alabama and serves an eight-county area in Alabama, Mississippi and Tennessee.
Basis of Presentation 
Basis of presentation

The accompanying financial statements and related notes present our consolidated financial position as of December 31, 2013 and 2012, and results of operations, comprehensive income, changes in partners' capital and noncontrolling interest, and cash flows for the years ended December 31, 2013, 2012 and 2011.
We have prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include accounts of American Midstream Partners, LP, and its controlled subsidiaries. All significant inter-company accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. We have made reclassifications to amounts reported in prior period consolidated financial statements to conform with current year presentation. These reclassifications did not have an impact on net income for the period previously reported.
The results of operations for acquisitions accounted for as business combinations have been included in the consolidated financial statements since their respective acquisition dates.
Combination of Entities under Common Control, Policy [Policy Text Block] 
Transactions Between Entities Under Common Control
 
We may enter into transactions with our General Partner and affiliates whereby we receive a contribution of midstream assets or subsidiaries in exchange for consideration from the Partnership. We account for the net assets received using the historical book value of the asset or subsidiary being contributed or transferred as these are transactions between entities under common control. Our historical financial statements may be revised to include the results attributable to the assets contributed from our General Partner as if we owned such assets for all periods presented by the Partnership since the change in control of our General Partner, effective April 15, 2013.
Consolidation Policy 
Consolidation policy
Our consolidated financial statements include our accounts and those of our subsidiaries in which we have a controlling interest. We hold a 50% undivided interest in the Burns Point gas processing facility in which we are responsible for our proportionate share of the costs and expenses of the facility. Our consolidated financial statements reflect our proportionate share of the revenues, expenses, assets and liabilities of this undivided interest. In July 2012, the Partnership acquired an 87.4% undivided interest in the Chatom Processing and Fractionation facility (the "Chatom System"). In October 2013, the Partnership acquired an additional 4.8% undivided interest in the Chatom System. Our consolidated financial statements reflect the accounts of the Chatom System since acquisition. The interests in the Chatom System held by non-affiliated working interest owners are reflected as noncontrolling interests in the Partnership's consolidated financial statements.
Use of Estimates 
Use of estimates
When preparing financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things, (i) estimating unbilled revenues, product purchases and operating and general and administrative costs, (ii) developing fair value assumptions, including estimates of future cash flows and discount rates, (iii) analyzing long-lived assets, goodwill and intangible assets for possible impairment, (iv) estimating the useful lives of assets and (v) determining amounts to accrue for contingencies, guarantees and indemnifications. Actual results, therefore, could differ materially from estimated amounts.
Accounting for Regulated Operations 
Accounting for regulated operations
Certain of our natural gas pipelines are subject to regulations by FERC. FERC exercises statutory authority over matters such as construction, transportation rates we charge and our underlying accounting practices and ratemaking agreements with customers. Accordingly, we record costs that are allowed in the ratemaking process in a period different from the period in which the costs would be charged to expense by a non-regulated entity. Also, we record assets and liabilities that result from the regulated ratemaking process that would be recorded under GAAP for our regulated entities. As of December 31, 2013 and 2012, we had no such material regulatory assets or liabilities.
Revenue Recognition and the Estimation of Revenues and Cost of Natural Gas 
Revenue recognition and the estimation of revenues and cost of purchases
We recognize revenue when all of the following criteria are met: (i) persuasive evidence of an exchange arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. We record revenue and cost of product sold on a gross basis for those transactions where we act as the principal and take title to natural gas, natural gas liquids ("NGLs") or condensates that are purchased for resale. When our customers pay us a fee for providing a service such as gathering, treating, transportation or storage, we record those fees separately in revenues. We have the following arrangements:

Fee-based
Under these arrangements, we generally are paid a fixed fee for gathering and transporting natural gas. Fee-based revenues, which are included in sales of natural gas, NGLs and condensate, are recorded when services have been provided, and collectability of the revenue is reasonably assured.
Percent-of-proceeds, or POP
Under these arrangements, we generally gather raw natural gas from producers at the wellhead or other supply points, transport it through our gathering system, process it and sell the residue natural gas and NGLs at market prices. Where we provide processing services at the processing plants that we own, or obtain processing service for our own account under our own elective processing arrangements we typically retain and sell a percentage of the residue natural gas and resulting NGLs. We recognize percent-of-proceeds contract revenue, which is included in sales of natural gas, NGLs and condensate, when the natural gas, NGLs or condensate is sold to a purchaser at a fixed or determinable price, delivery has occurred and title has transferred, and collectability of the revenue is reasonably assured.
Fixed-margin
Under these arrangements, we purchase natural gas from producers or suppliers at receipt points on our systems at an index price less a fixed transportation fee and simultaneously sell an identical volume of natural gas at delivery points on our systems at the same, undiscounted index price. We recognize revenue from fixed-margin contracts, which is included in sales of natural gas, NGLs and condensate, when the natural gas is sold to a purchaser at a fixed or determinable price, delivery has occurred and title has transferred and collectability of the revenue is reasonably assured.
Firm transportation
Under arrangements to provide firm transportation service, we are obligated to transport natural gas nominated by the shipper up to the maximum daily quantity specified in the contract. In exchange for that obligation on our part, the shipper pays a specified reservation charge, whether or not they utilize the capacity. In most cases, the shipper also pays a variable-use charge with respect to quantities actually transported by us. Firm transportation revenue is recorded when products are delivered, services have been provided and collectability of the revenue is reasonably assured.
 
Interruptible transportation
Under arrangements to provide interruptible transportation service, we are only obligated to transport natural gas nominated by the shipper to the extent we have available capacity. For this service the shipper pays no reservation charge but pays a variable-use charge for quantities actually shipped. Interruptible transportation revenue is recorded when products are delivered, services have been provided and collectability of revenue is reasonably assured.
Interest in the Burns Point Plant
We account for our interest in the Burns Point Plant using the proportionate consolidation method. Under this method, we include in our consolidated statement of operations our value of plant revenues taken in-kind and plant expenses reimbursed to the operator.
Terminal revenue and services
Revenues for our terminals include storage tank lease fees, whereby a customer agrees to pay for a certain amount of tank storage over a certain period of time; and throughput fees, whereby a customer pays a fee based on volumes moving through the terminal. At our terminals, we also offer and provide packaging, blending, handling, filtering and certain other ancillary services. Revenue from firm storage contracts is recognized ratably, which is typically monthly, over the term of the lease. Occasionally, customers pay for tank lease fees in advance. Fees received in advance are deferred until the period they are earned. Revenue from throughput fees and ancillary fees are recognized as services are provided to the customer and when the fees are realizable.
Cash and Cash Equivalents 
Cash and cash equivalents
We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value because of the short term to maturity of these investments.
Allowance for Doubtful Accounts 
Allowance for doubtful accounts
We establish provisions for losses on accounts receivable when we determine that we will not collect all or part of an outstanding balance. Collectability is reviewed regularly and an allowance is established or adjusted, as necessary, using the specific identification method. As of December 31, 2013 and 2012, the Partnership recorded no allowances for losses on accounts receivable.
Inventory 
Inventory
Inventory includes NGL product inventory. The Partnership records all product inventories at the lower of cost or market (“LCM”), which is determined on a weighted average basis and included within Other current assets on the consolidated balance sheets. For the years ended December 31, 2013 and 2012, we recorded no lower-of-cost-or-market write-downs on our NGL inventory.
Operational Balancing Agreements and Natural Gas Imbalances 
Operational balancing agreements and natural gas imbalances
To facilitate deliveries of natural gas and provide for operational flexibility, we have operational balancing agreements in place with other interconnecting pipelines. These agreements ensure that the volume of natural gas a shipper schedules for transportation between two interconnecting pipelines equals the volume actually delivered. If natural gas moves between pipelines in volumes that are more or less than the volumes the shipper previously scheduled, a natural gas imbalance is created. The imbalances are settled through periodic cash payments or repaid in-kind through future receipt or delivery of natural gas. Natural gas imbalances are recorded as gas imbalances and classified within other current assets or other current liabilities on our consolidated balance sheets based on the market value.
Property, Plant and Equipment 
Property, plant and equipment
We capitalize expenditures related to property, plant and equipment that have a useful life greater than one year for (1) assets purchased or constructed; (2) existing assets that are replaced, improved, or the useful lives of which have been extended; and (3) all land, regardless of cost. Maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred.
We record property, plant, and equipment at its original cost, which we depreciate on a straight-line basis over its estimated useful life. Our determination of the useful lives of property, plant and equipment requires us to make various assumptions, including the supply of and demand for hydrocarbons in the markets served by our assets, normal wear and tear of the facilities, and the extent and frequency of maintenance programs. We record depreciation using the group method of depreciation, which is commonly used by pipelines, utilities and similar assets.
Impairment of Long-Lived Assets 
Impairment of long lived Assets
We evaluate the recoverability of our property, plant and equipment when events or circumstances such as economic obsolescence, business climate, legal and other factors indicate we may not recover the carrying amount of the assets. We continually monitor our business, the market, and business environment to identify indicators that could suggest an asset may not be recoverable. We evaluate the asset for recoverability by estimating the undiscounted future cash flows expected to be derived from operating the asset as a going concern. These cash flow estimates require us to make projections and assumptions for many years into the future for pricing, demand, competition, operating cost, contract renewals, and other factors. We recognize an impairment loss when the carrying amount of the asset exceeds its fair value as determined by quoted market prices in active markets or present value techniques. The determination of the fair value using present value techniques requires us to make projections and assumptions regarding future cash flows and weighted average cost of capital. Any changes we make to these projections and assumptions could result in significant revisions to our evaluation of the recoverability of our property, plant and equipment and the recognition of an impairment loss in our consolidated statements of income. We recorded impairments of long-lived assets of $18.2 million for the year ended December 31, 2013. No impairment losses were recognized during the years ended December 31, 2012 and 2011.
Income Taxes 
Income taxes
The Partnership is not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes on our net income generally are borne by our unitholders through the allocation of taxable income. However, Blackwater is a taxable entity. We account for income taxes using an asset and liability approach for financial accounting and reporting of income taxes. If it is more than likely that a deferred tax asset will not be realized, a valuation allowance is recognized.
Certain tax expense results from the enactment of state income tax laws by the State of Texas that apply to entities organized as partnerships and is included in selling, general and administrative expenses in the consolidated statements of operations. The Texas margin tax is computed on our modified gross margin and was not significant for each of the years ended December 31, 2013, 2012 and 2011.
Net income for financial statement purposes may differ significantly from taxable income allocable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirement under our partnership agreement. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes in us is not available.
Commitments, Contingencies and Enciornmental Liabilities 
Commitments, contingencies and environmental liabilities
We expense or capitalize, as appropriate, expenditures for ongoing compliance with environmental regulations that relate to past or current operations. We expense amounts we incur from the remediation of existing environmental contamination caused by past operations that do not benefit future period by preventing or eliminating future contamination. We record liabilities for environmental matters when assessments indicate that remediation efforts are probable and the costs can be reasonably estimated. Estimates of environmental liabilities are based on currently available facts, existing technology and presently enacted laws and regulation taking into consideration the likely effects of inflation and other factors. These amounts also take into account our prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by government organizations. Our estimates are subject to revision in future periods based on actual cost or new information. We evaluate recoveries from insurance coverage separately from the liability and, when recovery is probable, we record an asset separately from the associated liability in our consolidated financial statements.
We recognize liabilities for other commitments and contingencies when, after fully analyzing the available information, we determine it is either probable that an asset has been impaired or that a liability has been incurred and the amount of impairment or loss can be reasonably estimated. When a range of probable loss can be estimated, we accrue the most likely amount or if no amount is more likely than another, we accrue the minimum of the range of probable loss. We expense legal costs associated with loss contingencies as such costs are incurred.
We have legal obligations requiring us to decommission our offshore pipeline systems at retirement. In certain rate jurisdictions, we are permitted to include annual charges for removal costs in the regulated cost of service rates we charge our customers. Additionally, legal obligations exist for a minority of our offshore right-of-way agreements due to requirements or landowner options to compel us to remove the pipe at final abandonment. Sufficient data exists with certain onshore pipeline systems to reasonably estimate the cost of abandoning or retiring a pipeline system. However, in some cases, there is insufficient information to reasonably determine the timing and/or method of settlement of estimating the fair value of the asset retirement obligation. In these cases, the asset retirement obligation cost is considered indeterminate because there is no data or information that can be derived from past practice, industry practice, management’s experience, or the asset’s estimated economic life. The useful lives of most pipeline systems are primarily derived from available supply resources and ultimate consumption of those resources by end users. Variables can affect the remaining lives of the assets which preclude us from making a reasonable estimate of the asset retirement obligation. Indeterminate asset retirement obligation costs will be recognized in the period in which sufficient information exists to reasonably estimate potential settlement dates and methods.
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] 
Convertible preferred units
We record the issuance of our Series A Preferred Units at fair value and separately classify these units on our balance sheet in between total liabilities and partners’ capital, frequently called “mezzanine equity” as the ability to exercise these units are outside of the Partnership’s control and contain no beneficial conversion features pursuant to Accounting Standards Codification ("ASC")470-20, Debt with Conversion and Other Options. These units are classified as participating securities and are included in our calculation of net income (loss) per limited and general partner unit using the two-class method.
Asset Retirement Obligations (AROs) 
Asset retirement obligations (“AROs”)
AROs are legal obligations associated with the retirement of tangible long-lived assets that result from the asset’s acquisition, construction, development and/or normal operation. An ARO is initially measured at its estimated fair value. Upon initial recognition of an ARO, we record an increase to the carrying amount of the related long-lived asset and an offsetting ARO liability. We depreciate the capitalized ARO using the straight-line method over the period during which the related long-lived asset is expected to provide benefits. After the initial period of ARO recognition, we revise the ARO to reflect the passage of time or revisions to the amount of estimated cash flows or their timing.
Derivative Financial Instruments 
Derivative financial instruments
Our net income and cash flows are subject to volatility stemming from changes in interest rates on our variable rate debt, commodity prices and fractionation margins (the relative difference between the price we receive from NGL sales and the corresponding cost of natural gas purchases). In an effort to manage the risks to unitholders, we use a variety of derivative financial instruments including swaps, collars and interest rate caps to create offsetting positions to specific commodity or interest rate exposures. In accordance with the authoritative accounting guidance, we record all derivative financial instruments in our consolidated balance sheets at fair market value. We record the fair market value of our derivative financial instruments in the consolidated balance sheet as current and long-term assets or liabilities on a net basis by counterparty. We record changes in the fair value of our derivative financial instruments in our consolidated statements of operations as follows:

•
Commodity-based derivatives: “Total revenue”
•
Corporate interest rate derivatives: “Interest expense”
Our formal hedging program provides a control structure and governance for our hedging activities specific to identified risks and time periods, which are subject to the approval and monitoring by the board of directors of our general partner. We employ derivative financial instruments in connection with an underlying asset, liability or anticipated transaction, and we do not use derivative financial instruments for speculative or trading purposes.
The price assumptions we use to value our derivative financial instruments can affect net income for each period. We use published market price information where available, or quotations from over-the-counter, or OTC, market makers to find executable bids and offers. The valuations also reflect the potential impact of conditions, including credit risk of our counterparties. The amounts reported in our consolidated financial statements change quarterly as these valuations are revised to reflect actual results, changes in market conditions or other factors, many of which are beyond our control.
Our earnings are affected by use of mark-to-market method of accounting as required under GAAP for derivative financial instruments. The use of mark-to-market accounting for derivative financial instruments can cause noncash earnings volatility resulting from changes in the underlying indices, primarily commodity prices.
Comprehensive Income (Loss) 
Comprehensive income (loss)
The Partnership’s other comprehensive income (loss) is comprised of adjustments to other post-retirement plan assets and liabilities. See Note 16 "Post-Employment Benefits".
Unit-Based Employee Compensation 
Unit-based employee compensation
We award unit-based compensation to management, non-management employees and directors in the form of phantom units, which are deemed to be equity awards. Compensation expense on phantom units is measured by the fair value of the award at the date of grant as determined by management. Compensation expense is recognized in equity compensation expense over the requisite service period of each award. See Note 15 "Long-Term Incentive Plan".
Fair Value Measurements 
Fair value measurements
We apply the authoritative accounting provisions for measuring fair value of our derivative instruments and disclosures associated with our outstanding indebtedness. We define fair value as an exit price representing the expected amount we would receive when selling an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date.
We use various assumptions and methods in estimating the fair values of our financial instruments. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value due to the short-term maturity of these instruments. The carrying amount of our various credit facilities approximate fair value, because the interest rates on these facilities are variable.
We employ a hierarchy which prioritizes the inputs we use to measure recurring fair value into three distinct categories based upon whether such inputs are observable in active markets or unobservable. We classify assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs as outlined below:
•
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.
We utilize a mid-market pricing convention, or the “market approach”, for valuation for assigning fair value to our derivative assets and liabilities. Our credit exposure for over-the-counter derivatives is directly with our counterparty and continues until the maturity or termination of the contracts. As appropriate, valuations are adjusted for various factors such as credit and liquidity considerations.
Debt Issuance Costs 
Debt issuance costs
Costs incurred in connection with the issuance of long-term debt are deferred and charged to interest expense over the term of the related debt. Gains or losses on debt repurchase and debt extinguishment include any associated unamortized debt issue costs.
Noncontrolling Interest 
Noncontrolling interest

Noncontrolling interest represents the noncontrolling interest holders' proportionate share of the equity of the Chatom system. Noncontrolling interest is adjusted for the noncontrolling interest holders' proportionate share of the earnings or losses. Management reports noncontrolling interest in the Chatom system in the financial statements pursuant to paragraph ASC No. 810-10-65-1. The 7.8% noncontrolling interest is held by non-affiliated working interest owners.
Limited Partners' Net Income (Loss) Per Unit 
Limited partners’ net income (loss) per unit
We compute limited partners’ net income (loss) per unit by dividing our limited partners’ interest in net income (loss) by the weighted average number of units outstanding during the period. The overall computation, presentation and disclosure of our limited partners’ net income (loss) per unit are made in accordance with the FASB Accounting Standards Codification (ASC) Topic 260 “Earnings per Share”.
New Accounting Pronouncements, Policy [Policy Text Block] 
Recent accounting pronouncements

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

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

In July 2013, the FASB issued ASC No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). This guidance was issued related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss carryforward, a similar tax loss, or tax credit carryforwards. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax position. The update is effective prospectively for the Partnership’s fiscal year beginning January 1, 2014 and we are currently evaluating the financial impact.
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Business Acquisition, Pro Forma Information [Abstract]
 
 
 
Unaudited pro forma consolidated information of the partnership, adjusted for the acquisition of the chatom assets
 
Text Block 
Text Block 
Schedule of recognized identified assets acquired and liabilities assumed
Text Block 
Text Block 
 
Unaudited pro forma consolidated information of the partnership, adjusted for the acquisition of the chatom assets 
The following table presents unaudited pro forma consolidated information of the Partnership, adjusted for the acquisition of the Chatom system, as if the acquisition had occurred on January 1, 2011 (in thousands, except per unit amounts):
 
Year Ended December 31,
 
2012
 
2011
Revenue
$
246,342

 
$
296,387

Net loss
(4,319
)
 
(10,411
)
Limited partners’ net loss per unit
(0.49
)
 
(1.53
)
Unaudited pro forma consolidated information of the partnership, adjusted for the acquisition of the chatom assets 
The following table presents unaudited pro forma consolidated information of the Partnership, adjusted for the acquisition of the Interest in the Plant, as if the acquisition had occurred on January 1, 2011 (in thousands, except per unit amounts):
 
Year Ended
 
December 31, 2011
Revenue
$
249,908

Net loss
(11,741
)
Limited partners’ net loss per unit
(1.65
)
Schedule of recognized identified assets acquired and liabilities assumed 
Cash and cash equivalents
$
1,935

Accounts receivable
3,629

Unbilled revenue
1,446

Other current assets
2,049

Property, plant and equipment, net
82,615

Other assets
1,000

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

Schedule of recognized identified assets acquired and liabilities assumed 
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 consideration:
$
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

Discontinued Operations (Tables)
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]
 
Year Ended December 31,
 
2013
 
2012
 
2011
Revenue
$
14,845

 
$
12,343

 
$
17,024

Expense
(14,964
)
 
(12,024
)
 
(16,692
)
Impairment
(2,400
)
 
—

 
—

Loss on sale of assets
(75
)
 
—

 
—

Income tax benefit
339

 
—

 
—

(Loss) income from operations of disposal groups, net of tax
$
(2,255
)
 
$
319

 
$
332

Limited partners' net (loss) income per unit from discontinued operations (basic and diluted)
$
(0.24
)
 
$
0.03

 
$
0.04

Concentration of Credit Risk and Trade Accounts Receivable (Tables)
Percentage of revenue earned from major customers
The following table summarizes the percentage of revenue earned from those customers that exceed 10% or greater of the Partnership's consolidated revenue in the consolidated statement of operations for the each of the periods presented below:
 
Year Ended December 31,
 
2013
 
2012
 
2011
Customer A
28
%
 
30
%
 
41
%
Customer B
13
%
 
—

 
—

Customer C
12
%
 
13
%
 
15
%
Customer D
10
%
 
14
%
 
18
%
Other
37
%
 
43
%
 
26
%
Total
100
%
 
100
%
 
100
%
The following table summarizes the percentage of revenue earned from those customers in each segment that exceed 10% or greater of the Partnership's consolidated segment revenue for the each of the periods presented below:
 
Year Ended December 31,
 
2013
 
2012
 
2011
Gathering and Processing:
 
 
 
 
 
Customer A
43
%
 
40
%
 
55
%
Customer B
19
%
 
11
%
 
—

Customer D
—

 
12
%
 
16
%
Other
38
%
 
37
%
 
29
%
Total
100
%
 
100
%
 
100
%
Transmission:
 
 
 
 
 
Customer C
39
%
 
50
%
 
57
%
Customer D
16
%
 
22
%
 
22
%
Customer E
—

 
10
%
 
—

Other
45
%
 
18
%
 
21
%
Total
100
%
 
100
%
 
100
%
Terminals:
 
 
 
 
 
Customer F
20
%
 
—

 
—

Customer B
17
%
 
—

 
—

Customer G
16
%
 
—

 
—

Customer H
13
%
 
—

 
—

Other
34
%
 
—

 
—

Total
100
%
 
—

 
—

Other Current Assets (Tables)
Schedule of other current assets
Other current assets consists of the following (in thousands):
 
December 31,
 
2013
 
2012
Prepaid insurance
$
3,166

 
$
458

Other current assets
4,331

 
2,768

 
$
7,497

 
$
3,226

Derivatives (Tables)
Fair value associated with commodity derivative instruments 
As of December 31, 2013 and 2012, the value associated with our commodity derivatives, interest rate swap instrument and weather derivative were recorded in our 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
 
December 31, 2013
 
December 31, 2012
 
December 31, 2013
 
December 31, 2012
 
December 31, 2013
 
December 31, 2012
Current
 
$
473

 
$
1,889

 
$
—

 
$
(920
)
 
$
473

 
$
969

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
473

 
$
1,889

 
$
—

 
$
(920
)
 
$
473

 
$
969

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
27

 
$
—

 
$
(450
)
 
$
—

 
$
(423
)
 
$
—

Noncurrent
 
—

 
—

 
(101
)
 
—

 
(101
)
 
—

Total liabilities
 
$
27

 
$
—

 
$
(551
)
 
$
—

 
$
(524
)
 
$
—


Realized and unrealized gains (losses) with commodity and interst rate derivative instruments 
For the years ended December 31, 2013, 2012 and 2011, the realized and unrealized gains (losses) associated with our commodity, interest rate and weather derivative instruments were recorded in our consolidated statements of operations, under the captions as follows (in thousands):
 
 
Realized
 
Unrealized
2013
 

Gain (loss) on commodity derivatives
 
$
1,069

 
$
(1,041
)
Interest expense
 
(207
)
 
(454
)
Direct operating expenses
 
(662
)
 
—

Total
 
$
200

 
$
(1,495
)
2012
 
 
 
 
Gain (loss) on commodity derivatives
 
$
2,408

 
$
992

Total
 
$
2,408

 
$
992

2011
 
 
 
 
Gain (loss) on commodity derivatives
 
$
(1,911
)
 
$
(541
)
Realized loss on early termination of commodity derivatives
 
(2,998
)
 
—

Total
 
$
(4,909
)
 
$
(541
)
Fair Value Measurement (Tables)
Fair value of financial instruments
Fair Value of Financial Instruments
The following table sets forth by level within the fair value hierarchy, our commodity derivative instruments and interest rate swap, included as part of Risk management assets and Risk management liabilities within the balance sheet, that were measured at fair value on a recurring basis as of December 31, 2013 and 2012 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value of the Asset (Liability)
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
December 31, 2013
$
(70
)
 
$
—

 
$
(70
)
 
$
—

 
$
(70
)
December 31, 2012
969

 
—

 
969

 
—

 
969

Interest rate swap
 
 
 
 
 
 
 
 
 
December 31, 2013
$
(454
)
 
$
—

 
$
(454
)
 
$
—

 
$
(454
)
December 31, 2012
—

 
—

 
—

 
—

 
—


The unamortized portion of the premium paid to enter the weather derivative described in Note 6 "Derivatives", is included within Risk management assets on the balance sheet but is not included as part of the above table as it is recorded at amortized carrying cost, not fair value.
Property, Plant and Equipment, Net (Tables)
Property, plant, and equipment, net
Property, plant and equipment, net, as of December 31, 2013 and 2012, were as follows (in thousands):
 
 
Useful Life
(in years)
 
December 31,
2013
 
December 31,
2012
Land
N/A
 
$
6,015

 
$
2,254

Construction in progress
N/A
 
6,443

 
5,053

Base gas
N/A
 
1,108

 
—

Buildings and improvements
4 to 40
 
5,109

 
1,432

Processing and treating plants
8 to 40
 
97,106

 
98,106

Pipelines
5 to 40
 
239,826

 
163,447

Compressors
4 to 20
 
11,793

 
8,957

Dock
20 to 40
 
7,942

 
—

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

 
—

Equipment
8 to 20
 
6,293

 
4,785

Computer software
5
 
3,531

 
1,950

Total property, plant and equipment
 
 
407,598

 
285,984

Accumulated depreciation
 
 
(95,088
)
 
(62,165
)
Property, plant and equipment, net
 
 
$
312,510

 
$
223,819

Goodwill and Intangible assets (Tables)
Schedule of Finite-Lived Intangible Assets [Table Text Block]
Intangible assets, net, consist of customer contracts contributed to the Partnership as part of the Blackwater acquisition. The intangible assets are amortized on a straight-line basis over the economic lives of the customer contracts, currently ranging from 5 months to thirty-five months. Intangible assets, net, consist of the following as of December 31, 2013 (in thousands):
 
December 31,
2013
Customer contracts
$
12,101

Accumulated amortization
(8,419
)
Intangible assets, net
$
3,682

Accrued Expenses and Other Current Liabilities (Tables)
Schedule of accrued expenses and other current liabilities
Accrued expenses and other current liabilities were as follows (in thousands):
 
 
December 31,
 
 
2013
 
2012
Accrued expenses
 
$
5,906

 
$
6,519

Gas imbalances payable
 
4,305

 
971

Other accrued expenses and other current liabilities
 
4,847

 
2,129

 
 
$
15,058

 
$
9,619

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):
 
Year Ended December 31,
 
2013
 
2012
Beginning asset retirement obligation
$
8,319

 
$
8,093

Liabilities assumed
25,763

 
452

Expenditures
—

 
(258
)
Accretion expense
554

 
32

Ending asset retirement obligation
$
34,636

 
$
8,319

For the periods indicated, total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were (in thousands):
 
 
Year Ended December 31,
 
 
2013
 
2012
 
2011
Operating leases
 
$
1,051

 
$
941

 
$
803

ARO
 
554

 
32

 
1,393

 
 
$
1,605

 
$
973

 
$
2,196

Long-Term Debt (Tables)
Outstanding borrowings under the credit facility
Our outstanding borrowings under the credit facility at December 31, 2013 and 2012, respectively, were (in thousands): 
 
 
December 31,
 
 
2013
 
2012
Revolving credit facility
 
$
130,735

 
$
128,285

Other debt
 
2,048

 
—

Total debt
 
132,783

 
128,285

Less: current portion
 
2,048

 
—

Long-term debt
 
$
130,735

 
$
128,285

Partners' Capital (Tables)
Schedule for number of units outstanding
The numbers of units outstanding as of December 31, 2013, 2012 and 2011, respectively, were as follows (in thousands):
 
December 31,
 
2013
 
2012
 
2011
Series A convertible preferred units
5,279

 
—

 
—

Limited partner common units
7,414

 
4,639

 
4,561

Limited partner subordinated units
—

 
4,526

 
4,526

General partner units
185

 
185

 
185

Earnings per Unit (Tables)
Schedule of Earnings Per Share, Basic and Diluted, Per General and Limited Partner Unit, Including Two Class Method [Table Text Block]
We determined basic and diluted net income (loss) per general partner unit and limited partner unit as follows, (in thousands, except per unit amounts):
 
Year Ended December 31,
 
2013
 
2012
 
2011
Net loss from continuing operations
$
(31,151
)
 
$
(6,571
)
 
$
(12,030
)
Net income attributable to noncontrolling interests
633

 
256

 
—

Net loss from continuing operations attributable to the Partnership
(31,784
)
 
(6,827
)
 
(12,030
)
Less:
 
 
 
 
 
Distributions on Series A Preferred Units
24,117

 
—

 
—

General partner's distributions
464

 
322

 
864

General partner's share in undistributed loss
(1,708
)
 
(458
)
 
(1,112
)
Blackwater net loss from continuing operations
(716
)
 
—

 
—

Net loss from continuing operations available to limited partners
(53,941
)
 
(6,691
)
 
(11,782
)
Net (loss) income from discontinued operations available to limited partners
(1,893
)
 
313

 
325

Net loss available to limited partners
$
(55,834
)
 
$
(6,378
)
 
$
(11,457
)
 
 
 
 
 
 
Weighted average number of units used in computation of limited partners’ net loss per unit (basic and diluted)
7,981

 
9,113

 
6,997

 
 
 
 
 
 
Limited partners’ net loss from continuing operations per unit (basic and diluted)
$
(6.76
)
 
$
(0.73
)
 
$
(1.68
)
Limited partners’ net loss (income) from discontinued operations per unit (basic and diluted)
(0.24
)
 
0.03

 
0.04

Limited partners’ net loss per unit (basic and diluted)
$
(7.00
)
 
$
(0.70
)
 
$
(1.64
)
Long-Term Incentive Plan (Tables)
Summarizes unit-based awards
The following table summarizes our unit-based awards for each of the periods indicated, in units:
 
 
Year Ended December 31,
 
 
2013
 
2012
 
2011
Outstanding at beginning of period
 
90,938

 
162,860

 
205,864

Granted
 
114,336

 
38,595

 
19,414

Forfeited
 
(18,320
)
 
(12,517
)
 
—

Vested
 
(111,425
)
 
(98,000
)
 
(62,418
)
Outstanding at end of period
 
75,529

 
90,938

 
162,860

Fair value per unit
 
$13.36 to $25.60

 
$14.70 to $21.40

 
$14.70 to $19.69

Post-Employment Benefits (Tables)
Schedule of changes in the benefit obligation, the fair value of the plan assets and the recorded asset or liability of the OPEB Plan using the accrual method 
The tables below detail the changes in the benefit obligation, the fair value of the plan assets and the recorded asset or liability of the OPEB Plan using the accrual method (in thousands):
 
 
 
Year Ended December 31,
 
 
2013
 
2012
 
2011
Change in benefit obligation
 
 
 
 
 
 
Benefit obligation, beginning of period
 
$
472

 
$
466

 
$
869

Service cost
 
5

 
4

 
3

Interest cost
 
15

 
18

 
22

Actuarial (gain) loss
 
(29
)
 
22

 
(367
)
Plan amendments
 
126

 
—

 
—

Benefits paid
 
(57
)
 
(38
)
 
(61
)
Benefit obligation, end of period
 
$
532

 
$
472

 
$
466

Change in plan assets
 
 
 
 
 
 
Fair value of plan assets, beginning of period
 
$
1,552

 
$
1,432

 
$
1,319

Actual return on plan assets
 
(53
)
 
84

 
99

Employer’s contributions
 
90

 
90

 
90

Benefits paid
 
(61
)
 
(54
)
 
(76
)
Fair value of plan assets, end of period
 
$
1,528

 
$
1,552

 
$
1,432

Funded status
 
 
 
 
 
 
Funded status
 
$
996

 
$
1,080

 
$
966

Schedule of amounts of plan assets recognized in consolidated balance sheets 
The weighted average asset allocation of our OPEB Plan at the measurement date by asset category, which are all classified as Level 1 investments, are as follows: 
 
 
December 31,
 
 
2013
 
2012
 
2011
Fixed income (a)
 
70.1
%
 
72.2
%
 
72.1
%
Cash and short term assets (b)
 
29.9
%
 
27.8
%
 
27.9
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
(a)
United States government securities, municipal corporate bonds and notes and asset backed securities
(b)
Cash and securities with maturities of one year or less
The amounts of plan assets recognized in our consolidated balance sheets were as follows (in thousands):
 
 
December 31,
 
 
2013
 
2012
 
2011
Other assets
 
$
996

 
$
1,080

 
$
966

Schedule of components of net periodic benefit cost and other amounts recognized in other comprehensive income 
Components of Net Periodic (Benefit) Cost and Other amounts Recognized in Other Comprehensive Income (in thousands):
 
 
Year Ended December 31,
 
 
2013
 
2012
 
2011
Net Periodic (Benefit) Cost
 
 
 
 
 
 
Service cost
 
$
5

 
$
4

 
$
3

Interest cost
 
15

 
18

 
22

Expected return on plan assets
 
(70
)
 
(67
)
 
(60
)
Amortization of net (gain) loss
 
(23
)
 
(43
)
 
(47
)
Net periodic (benefit) cost
 
$
(73
)
 
$
(88
)
 
$
(82
)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
 
 
 
 
 
 
Net loss (gain)
 
$
247

 
$
64

 
$
(359
)
Total recognized in other comprehensive income
 
247

 
64

 
(359
)
Total recognized in net periodic benefit cost and other comprehensive income
 
$
174

 
$
(24
)
 
$
(441
)
Schedule of assumptions made in measuremnet of the projected benefit obligations or assets of the OPEB Plan 
The assumptions made in measurement of the projected benefit obligations or assets of the OPEB Plan were as follows:
 
 
Year Ended December 31,
 
 
2013
 
2012
 
2011
Discount rate
 
4.57
%
 
3.42
%
 
3.96
%
Expected return on plan assets
 
4.50
%
 
4.50
%
 
4.50
%
Health care trend rate
 
4.50
%
 
3.00
%
 
3.00
%
Schedule of benefits expected to be paid in each of the next five fiscal years 
The following table presents the benefits expected to be paid in each of the next five fiscal years, and in the aggregate for the five years thereafter by the OPEB Plan (in thousands):
 
For the year ending
 
2014
$
28

2015
29

2016
28

2017
27

2018
27

Five years thereafter
157

Income Tax (Tables)
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] 
An analysis of the Partnership’s deferred taxes is as follows (in thousands):
 
December 31, 2013
Deferred tax assets:
 
    Net operating loss carryforwards
$
5,455

    Other
182

    Total deferred tax assets
5,637

Deferred tax liabilities:
 
    Property, plant and equipment
9,022

    Intangible assets
1,364

    Total deferred tax liabilities
10,386

Deferred income tax liability, net
$
(4,749
)
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] 
The details of the provision for taxes on income for the year ended December 31, 2013, are as follows (in thousands):
 
Year Ended December 31, 2013
Net loss before income tax benefit
(31,646
)
Federal statutory rate
34
%
Federal income tax benefit at statutory rate
10,760

Reconciling items:
 
    Partnership loss not subject to income tax
(10,350
)
    Income not subject to corporate-level tax
222

    State and local tax benefit
71

    Return to provision true-ups
(175
)
    Other
(33
)
Income tax benefit
$
495

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] 
The income tax provision related to continuing operations consist of the following (in thousands):
 
Year Ended December 31, 2013
Current income tax
$
—

Deferred income tax benefit
495

 
 
Effective income tax rate
1.6
%
Commitments and Contingencies (Tables)
Future non-cancelable commitments related to certain contractual obligations 
Future non-cancelable commitments related to certain contractual obligations as of December 31, 2013, are presented below (in thousands):
 
Payments Due by Period 
 
Total
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
Operating leases and service contracts
$
6,149

 
$
959

 
$
1,012

 
$
814

 
$
810

 
$
584

 
$
1,970

ARO
34,636

 
—

 
—

 
7,867

 
—

 
—

 
26,769

Total
$
40,785

 
$
959

 
$
1,012

 
$
8,681

 
$
810

 
$
584

 
$
28,739

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):
 
Year Ended December 31,
 
2013
 
2012
Beginning asset retirement obligation
$
8,319

 
$
8,093

Liabilities assumed
25,763

 
452

Expenditures
—

 
(258
)
Accretion expense
554

 
32

Ending asset retirement obligation
$
34,636

 
$
8,319

For the periods indicated, total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were (in thousands):
 
 
Year Ended December 31,
 
 
2013
 
2012
 
2011
Operating leases
 
$
1,051

 
$
941

 
$
803

ARO
 
554

 
32

 
1,393

 
 
$
1,605

 
$
973

 
$
2,196

Reporting Segments (Tables)
Segment information for the periods 
The following tables set forth our segment information for the periods indicated (in thousands):


 
Year Ended December 31, 2013
 
Gathering
and
Processing
 
Transmission
 
Terminals (a)
 
Total
Total revenue
$
192,446

 
$
90,377

 
$
9,831

 
$
292,654

Less:
 
 
 
 
 
 
 
COMA Income
689

 
154

 
—

 
843

Unrealized loss on commodity derivatives
(1,041
)
 
—

 
—

 
(1,041
)
Purchases of natural gas, NGL's and condensate
156,334

 
57,815

 
—

 
214,149

Direct operating expenses
—

 
—

 
2,080

 
2,080

Segment gross margin (a)
36,464

 
32,408

 
7,751

 
76,623

Direct operating expenses
(14,214
)
 
(13,259
)
 
—

 
(27,473
)
COMA Income
 
 
 
 
 
 
843

Unrealized loss on commodity derivatives
 
 
 
 
 
 
(1,041
)
Selling, general and administrative expenses
 
 
 
 
 
 
(21,402
)
Equity compensation expense
 
 
 
 
 
 
(2,094
)
Depreciation, amortization and accretion expense
 
 
 
 
 
 
(29,999
)
Gain on involuntary conversion of property, plant and equipment
 
 
 
 
 
 
343

Loss on impairment of property, plant and equipment
 
 
 
 
 
 
(18,155
)
Interest expense
 
 
 
 
 
 
(9,291
)
Income tax benefit
 
 
 
 
 
 
495

Loss from operations of disposal groups, net of tax
 
 
 
 
 
 
(2,255
)
Net loss
 
 
 
 
 
 
(33,406
)
Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
633

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(34,039
)

(a)
Terminals segment amounts are for the period from April 15, 2013 to December 31, 2013.

 
Year Ended December 31, 2012
 
Gathering
and
Processing
 
Transmission
 
Total
Total revenue
$
145,714

 
$
52,529

 
$
198,243

Less:
 
 
 
 
 
COMA Income
673

 
2,700

 
3,373

Unrealized gain on commodity derivatives
992

 
—

 
992

Purchases of natural gas, NGL's and condensate
108,656

 
36,516

 
145,172

Segment gross margin (a)
35,393

 
13,313

 
48,706

Direct operating expenses
(11,767
)
 
(5,031
)
 
(16,798
)
COMA Income
 
 
 
 
3,373

Unrealized gain on commodity derivatives
 
 
 
 
992

Selling, general and administrative expenses
 
 
 
 
(14,309
)
Equity compensation expense
 
 
 
 
(1,783
)
Depreciation, amortization and accretion expense
 
 
 
 
(21,284
)
Loss on involuntary conversion of property, plant and equipment
 
 
 
 
(1,021
)
Gain on sale of assets, net
 
 
 
 
123

Interest expense
 
 
 
 
(4,570
)
Income from operations of disposal groups
 
 
 
 
319

Net loss
 
 
 
 
(6,252
)
Less: Net income attributable to non-controlling interests
 
 
 
 
256

Net loss attributable to the Partnership
 
 
 
 
$
(6,508
)

 
Year Ended December 31, 2011
 
Gathering
and
Processing
 
Transmission
 
Total
Total revenue
$
160,953

 
$
66,766

 
$
227,719

Less:
 
 
 
 
 
Realized loss on early termination of commodity derivatives
(2,998
)
 
—

 
(2,998
)
Unrealized loss on commodity derivatives
(541
)
 
—

 
(541
)
Purchases of natural gas, NGL's and condensate
134,369

 
53,029

 
187,398

Segment gross margin (a)
30,123

 
13,737

 
43,860

Direct operating expenses
(6,199
)
 
(5,220
)
 
(11,419
)
Realized loss on early termination of commodity derivatives
 
 
 
 
(2,998
)
Unrealized loss on commodity derivatives
 
 
 
 
(541
)
Selling, general and administrative expenses
 
 
 
 
(11,082
)
Advisory services agreement termination fee
 
 
 
 
(2,500
)
Transaction expenses
 
 
 
 
—

Equity compensation expense
 
 
 
 
(3,357
)
Depreciation, amortization and accretion expense
 
 
 
 
(20,449
)
Gain on acquisition of assets
 
 
 
 
565

Loss on sale of assets, net
 
 
 
 
399

Interest expense
 
 
 
 
(4,508
)
Income from operations of disposal groups
 
 
 
 
332

Net loss attributable to the Partnership
 
 
 
 
$
(11,698
)

(a)
Segment gross margin for our Gathering and Processing segment consists of revenue less purchases of natural gas, NGLs and condensate and COMA. Segment gross margin for our Transmission segment consists of revenue, less purchases of natural gas and COMA. Segment gross margin for our Terminals segment consists of revenue, less direct operating expenses. Gross margin consists of the sum of the segment gross margin amounts for each of these segments. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner. Effective October 1, 2012, we changed our segment gross margin measure to exclude construction, operating and maintenance agreement (“COMA”) income. Effective January 1, 2011, we changed our segment gross margin measure to exclude unrealized non-cash mark-to-market adjustments related to our commodity derivatives. Effective April 1, 2011, we changed our segment gross margin measure to exclude realized early termination costs on commodity derivatives.

For a definition of gross margin and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP and a discussion of how we use gross margin to evaluate our operating performance, please read Item 7. "Management's Discussion and Analysis, How We Evaluate Our Operations”.

Percentage of revenue earned from major customers 
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:
 
Year Ended December 31,
 
2013
 
2012
 
2011
Customer A
28
%
 
30
%
 
41
%
Customer B
13
%
 
—

 
—

Customer C
12
%
 
13
%
 
15
%
Customer D
10
%
 
14
%
 
18
%
Other
37
%
 
43
%
 
26
%
Total
100
%
 
100
%
 
100
%
The following table summarizes the percentage of revenue earned from those customers in each segment that exceed 10% or greater of the Partnership's consolidated segment revenue for the each of the periods presented below:
 
Year Ended December 31,
 
2013
 
2012
 
2011
Gathering and Processing:
 
 
 
 
 
Customer A
43
%
 
40
%
 
55
%
Customer B
19
%
 
11
%
 
—

Customer D
—

 
12
%
 
16
%
Other
38
%
 
37
%
 
29
%
Total
100
%
 
100
%
 
100
%
Transmission:
 
 
 
 
 
Customer C
39
%
 
50
%
 
57
%
Customer D
16
%
 
22
%
 
22
%
Customer E
—

 
10
%
 
—

Other
45
%
 
18
%
 
21
%
Total
100
%
 
100
%
 
100
%
Terminals:
 
 
 
 
 
Customer F
20
%
 
—

 
—

Customer B
17
%
 
—

 
—

Customer G
16
%
 
—

 
—

Customer H
13
%
 
—

 
—

Other
34
%
 
—

 
—

Total
100
%
 
—

 
—

Quarterly Financial Data (Tables)
Schedule of Quarterly Financial Information [Table Text Block]
Summarized unaudited quarterly financial data for 2013 and 2012 are as follows (in thousands, except per unit amounts):
 
 
First
Quarter (a)
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Year Ended December 31, 2013
 
 
 
 
 
 
 
Total revenues
$
59,402

 
$
77,608

 
$
79,536

 
$
76,108

Gross margin (b)
12,476

 
19,158

 
21,380

 
23,609

Operating (loss) income
(1,740
)
 
(17,780
)
 
(210
)
 
(2,625
)
Net loss from continuing operations
(3,471
)
 
(19,996
)
 
(2,632
)
 
(5,052
)
Income (loss) from operations of disposal groups
73

 
(1,930
)
 
91

 
(489
)
Net income attributable to noncontrolling interest
155

 
188

 
190

 
100

Net loss attributable to the Partnership
(3,553
)
 
(22,114
)
 
(2,731
)
 
(5,641
)
General partner’s interest in net loss
(70
)
 
(905
)
 
(221
)
 
(209
)
Limited partners’ interest in net loss
$
(3,483
)
 
$
(21,209
)
 
$
(2,510
)
 
$
(5,432
)
 
 
 
 
 
 
 
 
Limited partners’ (loss) income per unit:
 
 
 
 
 
 
 
Loss from continuing operations
$
(0.39
)
 
$
(4.00
)
 
$
(0.82
)
 
$
(1.55
)
Income (loss) from discontinued operations
0.01

 
(0.20
)
 
0.02

 
(0.07
)
Net loss
$
(0.38
)
 
$
(4.20
)
 
$
(0.80
)
 
$
(1.62
)
Year Ended December 31, 2012
 
 
 
 
 
 
 
Total revenues
$
44,857

 
$
43,322

 
$
53,401

 
$
56,663

Gross margin (b)
12,560

 
11,253

 
12,979

 
11,914

Operating income (loss)
2,417

 
3,077

 
(2,513
)
 
(4,982
)
Net income (loss) from continuing operations
1,660

 
2,252

 
(4,014
)
 
(6,469
)
Income (loss) from operations of disposal groups
31

 
75

 
(12
)
 
225

Net income (loss) attributable to noncontrolling interest
—

 
—

 
249

 
7

Net income (loss) attributable to the Partnership
1,691

 
2,327

 
(4,275
)
 
(6,251
)
General partner’s interest in net income (loss)
34

 
46

 
(85
)
 
(124
)
Limited partners’ interest in net income (loss)
$
1,657

 
$
2,281

 
$
(4,190
)
 
$
(6,127
)
 
 
 
 
 
 
 
 
Limited partners’ income (loss) per unit:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.18

 
$
0.24

 
$
(0.46
)
 
$
(0.69
)
Income (loss) from discontinued operations
—

 
0.01

 
—

 
0.02

Net income (loss)
$
0.18

 
$
0.25

 
$
(0.46
)
 
$
(0.67
)
 
(a)
During the fourth quarter of 2012, we identified revenues in the amount of $0.3 million associated with proceeds received in connection with COMA reimbursable projects that were incorrectly recognized in the first quarter of 2012 that should have been recognized ratably during each of the succeeding quarters of 2012 for approximately $0.1 million per quarter. In addition, we recorded in the first quarter of 2012 and for the year ended December 31, 2012, out-of-period adjustments amounting to $0.1 million for the correction of immaterial errors associated with additional depreciation expense and selling, general and administrative expense. Based upon our evaluation of relevant factors, we concluded that these errors were not material to any previously issued and current consolidated financial statements.
(b)
For a definition of gross margin and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP and a discussion of how we use gross margin to evaluate our operating performance, please read Item 7. "Management's Discussion and Analysis, How We Evaluate Our Operations”.
Subsidiary Guarantors (Tables)
Schedule of Condensed Consolidating Balance Sheet 
 
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 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

Partners' capital
 
 
 
 
 
Total partners' capital
80,165

80,164

51,613

(131,777
)
80,165

Noncontrolling interest
—

—

7,438

—

7,438

Total equity
80,165

80,164

59,051

(131,777
)
87,603

Total liabilities and partners' capital
$
80,165

$
245,475

$
62,833

$
(131,777
)
$
256,696

Schedule of Condensed Consolidating Statements of Operations 
 
Consolidating Statements of Operations
 
Year ended December 31, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
Revenue
$
—

$
170,569

$
25,441

$
(1,167
)
$
194,843

Unrealized gain on commodity derivatives
—

3,400

—

—

3,400

Total revenue
—

173,969

25,441

(1,167
)
198,243

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

126,649

19,690

(1,167
)
145,172

Direct operating expenses
—

13,895

2,903

—

16,798

Selling, general and administrative expenses
—

14,309

—

—

14,309

Equity compensation expense
—

1,783

—

—

1,783

Depreciation, amortization and accretion expense
—

20,474

810

—

21,284

Total operating expenses
—

177,110

23,403

(1,167
)
199,346

Loss on involuntary conversion of property, plant and equipment
—

(1,021
)
—

—

(1,021
)
Gain on sale of assets, net
—

123

—

—

123

Operating (loss) income
—

(4,039
)
2,038

—

(2,001
)
Other (expenses) income:
 
 
 
 
 
Earnings from consolidated affiliates
(6,508
)
1,782

—

4,726

—

Interest expense
—

(4,570
)
—

—

(4,570
)
Net income from continuing operations
(6,508
)
(6,827
)
2,038

4,726

(6,571
)
Discontinued operations
—

319

—

—

319

Net (loss) income
(6,508
)
(6,508
)
2,038

4,726

(6,252
)
Net income attributable to noncontrolling interests
—

—

256

—

256

Net (loss) income attributable to the Partnership
$
(6,508
)
$
(6,508
)
$
1,782

$
4,726

$
(6,508
)
Schedule of Condensed Consolidating Statements of Cash Flow 
 
Statement of Cash Flows
 
Year ended December 31, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
Net cash provided by operating activities
$
—

$
16,310

$
2,038

—

18,348

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

(51,377
)
—

—

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

(10,870
)
(835
)
—

(11,705
)
Proceeds from disposals of property, plant and equipment
—

128

—

—

128

Proceeds from property damage insurance recoveries
—

527

—

—

527

Net contributions from affiliates
16,070

—

—

(16,070
)
—

Net distributions to affiliates
(13
)
—

—

13

—

Net cash provided by (used in) investing activities
16,057

(61,592
)
(835
)
(16,057
)
(62,427
)
Cash flows from financing activities
 
 
 
 
 
Net contributions from affiliates
—

13

—

(13
)
—

Net distributions to affiliates
—

(15,092
)
(978
)
16,070

—

Unit holder contributions
13

—

—

—

13

Unit holder distributions
(16,070
)
—

—

—

(16,070
)
Net distributions to noncontrolling interest owners
—

—

(225
)
—

(225
)
LTIP tax netting unit repurchase
—

(385
)
—

—

(385
)
Deferred debt issuance costs
—

(1,564
)
—

—

(1,564
)
Payments on long-term debt
—

(59,230
)
—

—

(59,230
)
Borrowings on long-term debt
—

121,245

—

—

121,245

Net cash (used in) provided by financing activities
$
(16,057
)
$
44,987

$
(1,203
)
$
16,057

$
43,784

Net decrease in cash and cash equivalents
—

(295
)
—

—

(295
)
Cash and cash equivalents
 
 
 
 
 
Beginning of period
1

870

—

—

871

End of period
$
1

$
575

$
—

$
—

$
576

Supplemental cash flow information
 
 
 
 
 
Interest payments
$
—

$
3,185

—

—

$
3,185

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

$
6,968

$
—

$
—

$
6,968

Increase in receivables for reimbursable construction in progress projects
—

141

—

—

141

Organization and Basis of Presentation (Details) (USD $)
3 Months Ended 12 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 3 Months Ended 0 Months Ended 12 Months Ended 9 Months Ended
Dec. 31, 2013
counties
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2013
counties
Dec. 31, 2012
Dec. 31, 2011
Feb. 5, 2014
Sep. 30, 2013
Aug. 8, 2013
Dec. 31, 2013
General Partner [Member]
Dec. 31, 2013
Partnership Interest [Member]
Dec. 31, 2012
Partnership Interest [Member]
Dec. 31, 2011
Partnership Interest [Member]
Mar. 31, 2014
High Point [Member]
Dec. 31, 2013
High Point [Member]
Dec. 31, 2013
HPGT System [Member]
Meters
Producers
mi
Dec. 31, 2013
Midla system [Member]
mi
Dec. 31, 2013
AlaTenn system [Member]
mi
Dec. 31, 2013
ArcLight [Member]
ft
Dec. 17, 2013
Terminals [Member]
bbl
Dec. 31, 2013
Burns Point Plant [Member]
Dec. 31, 2013
High Point [Member]
mi
Apr. 15, 2013
High Point [Member]
Dec. 31, 2013
High Point [Member]
ArcLight [Member]
Gas_Receipt_Point
Dec. 31, 2013
Chatom processing, gathering and fractionation plant [Member]
Jul. 2, 2012
Chatom processing, gathering and fractionation plant [Member]
Feb. 5, 2014
AIM Midstream Holdings [Member]
Feb. 5, 2014
High Point [Member]
Apr. 15, 2013
High Point [Member]
Series A [Member]
Issuance of Preferred Units [Member]
Apr. 15, 2013
AIM Midstream Holdings [Member]
Partnership Interest [Member]
High Point [Member]
Apr. 15, 2013
Fourth Amendment [Member]
Revolving Credit Facility [Member]
Series A [Member]
Repayment of Debt [Member]
Dec. 31, 2013
General Partner [Member]
Dec. 31, 2013
Minimum [Member]
Dec. 31, 2013
Maximum [Member]
Dec. 31, 2013
General Partner [Member]
Dec. 31, 2012
General Partner [Member]
Sep. 30, 2013
General Partner [Member]
ArcLight [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 years 5 months 0 days 
0 years 35 months 0 days 
 
 
 
Impairment of Long-Lived Assets Held-for-use
$ (3,000,000)
$ (15,200,000)
$ (100,000)
$ (18,155,000)
$ 0 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unit holder contributions
 
 
 
13,075,000 
13,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gathering pipeline (miles)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
400 
370 
295 
 
 
 
700 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Natural Gas Collection Receipt Points
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
75 
 
 
 
 
 
 
 
 
 
 
 
 
 
Counties in which entity operates, Alabama, Mississippi, and Tennessee (counties)
8 
 
 
8 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquired interest (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50.00% 
 
100.00% 
 
4.80% 
87.40% 
 
 
 
 
 
 
 
 
 
 
 
Contributed capital
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,142,857 
 
 
 
 
 
 
 
 
Water depth of natural gas collection receipt points, maximum (feet)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
7.80% 
 
 
7.80% 
 
 
 
12.60% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of meters
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of producers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership cancellation of subordinated units (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
90.00% 
 
 
 
 
 
 
 
Total Consideration for Issuance of Preferred Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transaction Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
 
 
 
 
 
 
Payments on long-term debt
 
 
 
(131,571,000)
(59,230,000)
(120,670,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(12,500,000)
 
 
 
 
 
 
Other Ownership Interests, Units Outstanding
 
 
 
 
 
 
 
 
 
 
0 
4,526,066 
4,526,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive Distribution Right Allocation
 
 
 
 
 
 
 
 
 
14.98% 
 
 
 
100.00% 
85.02% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive Distribution Right, After Minimum Quarterly Distributions, Percent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
48.00% 
 
 
 
 
 
Incentive Distribution, Distribution Per Unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4125 
 
 
 
 
 
Million barrels of storage capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Escrow Deposit
 
 
 
 
 
 
 
 
12,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Contributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 12,500,000 
$ 13,000 
$ 12,500,000 
Partners' Capital Account, Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.00% 
95.00% 
 
 
 
 
 
 
 
 
 
Class of Warrant or Right, Number of Securities Called by Warrants or Rights
 
 
 
 
 
 
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Class of Warrant or Right, Exercise Price of Warrants or Rights
 
 
 
 
 
 
0.01 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions (Consideration Transferred) (Details) (USD $)
3 Months Ended 9 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Sep. 30, 2013
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Apr. 15, 2013
Dec. 31, 2013
High Point [Member]
mi
Apr. 15, 2013
High Point [Member]
Dec. 31, 2013
Terminals [Member]
Apr. 15, 2013
Terminals [Member]
Sep. 30, 2013
Chatom processing, gathering and fractionation plant [Member]
mi
Dec. 31, 2013
Chatom processing, gathering and fractionation plant [Member]
Jul. 2, 2012
Chatom processing, gathering and fractionation plant [Member]
Dec. 1, 2011
Plant operator, enterprise gas processing, llc [Member]
Dec. 31, 2013
Burns point plant [Member]
Dec. 1, 2011
Burns point plant [Member]
Dec. 17, 2013
Blackwater [Member]
Jul. 10, 2013
Blackwater [Member]
acre
Dec. 31, 2013
Terminals [Member]
Dec. 17, 2013
Terminals [Member]
bbl
Apr. 15, 2013
Total Partners Capital
Dec. 31, 2013
Total Partners Capital
Dec. 31, 2012
Total Partners Capital
Dec. 31, 2011
Total Partners Capital
Dec. 31, 2013
Total Partners Capital
Blackwater [Member]
Dec. 31, 2012
Total Partners Capital
Blackwater [Member]
Dec. 31, 2011
Total Partners Capital
Blackwater [Member]
Dec. 31, 2013
Limited Partner [Member]
Dec. 31, 2012
Limited Partner [Member]
Dec. 31, 2011
Limited Partner [Member]
Dec. 31, 2013
Limited Partner [Member]
Blackwater [Member]
Apr. 15, 2013
Series A [Member]
Apr. 15, 2013
Issuance of Preferred Units [Member]
High Point [Member]
Series A [Member]
Apr. 15, 2013
Fourth Amendment [Member]
Revolving Credit Facility [Member]
Repayment of Debt [Member]
Series A [Member]
Apr. 15, 2013
AIM Midstream Holdings [Member]
Partnership Interest [Member]
High Point [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,935,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Consideration for Issuance of Preferred Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acreage acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Million barrels of storage capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition, Cost of Acquired Entity, Purchase Price
6,500,000 
 
 
 
 
 
 
 
 
6,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
63,900,000 
2,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash consideration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bargain purchase (gain)
 
 
 
 
 
 
 
 
 
0 
0 
(565,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash consideration:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51,377,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unbilled revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,535,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment
312,510,000 
 
 
 
223,819,000 
 
 
 
 
312,510,000 
223,819,000 
 
 
 
 
 
 
 
 
58,279,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset retirement cost
(34,636,000)
 
 
 
(8,319,000)
 
 
 
 
(34,636,000)
(8,319,000)
(8,093,000)
 
 
 
 
 
 
 
(452,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
(3,261,000)
 
 
 
(5,527,000)
 
 
 
 
(3,261,000)
(5,527,000)
 
 
 
 
 
 
 
 
(399,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accrued gas purchases
(16,394,000)
 
 
 
(17,034,000)
 
 
 
 
(16,394,000)
(17,034,000)
 
 
 
 
 
 
 
 
(3,631,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset retirement obligation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(452,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling interest
4,628,000 
 
 
 
7,438,000 
 
 
 
 
4,628,000 
7,438,000 
 
 
 
 
 
 
 
 
(7,407,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total identifiable net assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51,377,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquired interest (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
4.80% 
87.40% 
50.00% 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chatom assets location
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current capacity of the refrigeration processing plant
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fractionation unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,900 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-ton per day sulfur recovery
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
160 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gas gathering system
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-controlling interest
7.80% 
12.60% 
 
 
 
 
 
 
12.60% 
7.80% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assumed cost of capital
 
 
 
 
 
 
 
 
9.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Inflationary cost
 
 
 
 
 
 
 
 
2.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective income tax rate, continuing operations
 
 
 
 
 
 
 
 
35.00% 
0.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective income tax rate reconciliation, state and local income taxes
 
 
 
 
 
 
 
 
6.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percent of outstanding noncontrolling interest acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling Interest, Ownership Percentage by Parent
92.20% 
 
 
 
 
 
 
 
 
92.20% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
76,108,000 
79,536,000 
77,608,000 
59,402,000 
56,663,000 
53,401,000 
43,322,000 
44,857,000 
 
292,654,000 
198,243,000 
227,719,000 
 
30,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss attributable to the Partnership
(5,641,000)
(2,731,000)
(22,114,000)
(3,553,000)
(6,251,000)
(4,275,000)
2,327,000 
1,691,000 
 
(34,039,000)
(6,508,000)
(11,698,000)
 
7,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(34,039,000)
(6,508,000)
(11,698,000)
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Distributions
 
 
 
 
 
 
 
 
 
(27,650,000)
322,000 
864,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22,251,000 
16,070,000 
43,546,000 
27,650,000 
0 
0 
21,628,000 
15,748,000 
42,682,000 
3,052,000 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Assets (Liabilities), Net
 
 
 
 
 
 
 
 
 
 
 
 
61,930,000 
 
 
 
22,700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Distributions to Existing Interest
 
 
 
 
 
 
 
 
 
15,612,000 
0 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15,612,000 
 
 
 
 
 
 
15,300,000 
 
 
 
 
 
 
 
Units issued in business acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
125,500 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
 
292,626,000 
194,843,000 
233,169,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
9,831,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
 
(33,406,000)
(6,252,000)
(11,698,000)
 
 
 
(800,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(32,634,000)
 
 
 
 
 
 
 
Gathering pipeline (miles)
 
 
 
 
 
 
 
 
 
 
 
 
 
700 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Units, Contributed Capital
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,142,857 
 
 
Transaction Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
Payments on long-term debt
 
 
 
 
 
 
 
 
 
(131,571,000)
(59,230,000)
(120,670,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(12,500,000)
 
Partnership cancellation of subordinated units (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
90.00% 
Distribution Made to Member or Limited Partner, Distributions Paid, Conversion Price Per Unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 17.50 
 
 
 
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests
94,811,000 
 
 
 
0 
 
 
 
 
94,811,000 
0 
 
90,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Accounts Receivable
 
 
 
 
 
 
 
 
 
 
 
 
3,629,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Unbilled Revenues
 
 
 
 
 
 
 
 
 
 
 
 
1,446,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Other Assets, Current
 
 
 
 
 
 
 
 
 
 
 
 
2,049,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Property, Plant and Equipment
 
 
 
 
 
 
 
 
 
 
 
 
82,615,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Other Assets, Noncurrent
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Accounts Payable
 
 
 
 
 
 
 
 
 
 
 
 
11,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Accrued Expenses and Other Assets, Current
 
 
 
 
 
 
 
 
 
 
 
 
4,077,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Debt, Current
 
 
 
 
 
 
 
 
 
 
 
 
893,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Asset Retirement Obligation
 
 
 
 
 
 
 
 
 
 
 
 
$ 25,763,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions (Pro Forma Information) (Details) (USD $)
3 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
High Point [Member]
mi
Apr. 15, 2013
High Point [Member]
Dec. 31, 2012
Chatom processing, gathering and fractionation plant [Member]
Dec. 31, 2011
Chatom processing, gathering and fractionation plant [Member]
Dec. 31, 2013
Chatom processing, gathering and fractionation plant [Member]
Jul. 2, 2012
Chatom processing, gathering and fractionation plant [Member]
Dec. 31, 2011
Burns Point Plant [Member]
Dec. 31, 2013
Burns Point Plant [Member]
Dec. 1, 2011
Burns Point Plant [Member]
Dec. 1, 2011
Plant Operator Enterprise Gas Processing LLC [Member]
Dec. 31, 2013
Non-Guarantor Subsidiaries [Member]
Dec. 31, 2012
Non-Guarantor Subsidiaries [Member]
Dec. 31, 2013
Non-Guarantor Subsidiaries [Member]
Chatom processing, gathering and fractionation plant [Member]
Dec. 31, 2012
Non-Guarantor Subsidiaries [Member]
Chatom processing, gathering and fractionation plant [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ 292,626,000 
$ 194,843,000 
$ 233,169,000 
 
 
 
 
 
 
 
 
 
 
 
$ 25,441,000 
$ 56,080,000 
$ 246,342,000 
Gas Receipt Points
 
 
 
 
 
 
 
 
 
 
 
700 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) on acquisition of assets
 
 
 
 
 
 
 
 
0 
0 
565,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquired interest (percent)
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
4.80% 
87.40% 
 
50.00% 
 
50.00% 
 
 
 
 
Revenues
76,108,000 
79,536,000 
77,608,000 
59,402,000 
56,663,000 
53,401,000 
43,322,000 
44,857,000 
292,654,000 
198,243,000 
227,719,000 
30,400,000 
 
 
 
 
 
 
 
 
 
56,477,000 
25,441,000 
 
 
Business Acquisition, Cost of Acquired Entity, Cash Paid
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35,500,000 
 
 
 
 
 
Business Combination, Pro Forma Information [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
296,387,000 
 
 
249,908,000 
 
 
 
 
 
 
 
Net loss attributable to the Partnership
(5,641,000)
(2,731,000)
(22,114,000)
(3,553,000)
(6,251,000)
(4,275,000)
2,327,000 
1,691,000 
(34,039,000)
(6,508,000)
(11,698,000)
7,200,000 
 
 
 
 
 
 
 
 
 
 
1,782,000 
5,363,000 
(4,319,000)
Net loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 10,411,000 
 
 
$ 11,741,000 
 
 
 
 
 
 
 
Limited partners’ net loss per unit
 
 
 
 
 
 
 
 
 
 
 
 
 
(0.49)
(1.53)
 
 
(1.65)
 
 
 
 
 
 
 
Discontinued Operations (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Disposal Group, Including Discontinued Operation, Revenue
 
 
 
 
 
 
 
 
$ 14,845,000 
$ 12,343,000 
$ 17,024,000 
Disposal Group, Including Discontinued Operation, Operating Expense
 
 
 
 
 
 
 
 
(14,964,000)
(12,024,000)
(16,692,000)
Disposal Group, Including Discontinued Operation, Impairment
 
 
 
 
 
 
 
 
(2,400,000)
0 
0 
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax
 
 
 
 
 
 
 
 
(75,000)
0 
0 
Discontinued Operation, Tax Effect of Discontinued Operation
 
 
 
 
 
 
 
 
339,000 
0 
0 
Income (Loss) from Discontinued Operations, Net of Tax, Per Basic and Diluted Share
 
 
 
 
 
 
 
 
$ (0.24)
$ 0.03 
$ 0.04 
Unbilled revenue
22,005,000 
 
 
 
21,512,000 
 
 
 
22,005,000 
21,512,000 
 
Noncurrent assets held for sale, net
1,914,000 
 
 
 
0 
 
 
 
1,914,000 
0 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,106,000 
 
 
 
0 
 
 
 
1,106,000 
0 
 
Loss on impairment of noncurrent assets held for sale
600,000 
 
1,800,000 
 
 
 
 
 
2,400,000 
0 
0 
Fair Value Inputs, Discount Rate
 
 
10.00% 
 
 
 
 
 
0.00% 
 
 
Assets Held-for-sale, Current
1,268,000 
 
 
 
0 
 
 
 
1,268,000 
0 
 
Property, plant and equipment
312,510,000 
 
 
 
223,819,000 
 
 
 
312,510,000 
223,819,000 
 
Gas Purchase Payable, Current
16,394,000 
 
 
 
17,034,000 
 
 
 
16,394,000 
17,034,000 
 
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax
(489,000)
91,000 
(1,930,000)
73,000 
225,000 
(12,000)
75,000 
31,000 
(2,255,000)
319,000 
332,000 
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic
(0.07)
0.02 
(0.20)
0.01 
0.02 
0.00 
0.01 
0.00 
 
 
 
Current Fiscal Year End Date
 
 
 
 
 
 
 
 
--12-31 
 
 
Income Approach Valuation Technique [Member] |
Fair Value, Inputs, Level 3 [Member]
 
 
 
 
 
 
 
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Fair Value Inputs, Thoughput Volume Decline Rate
 
 
2.50% 
 
 
 
 
 
 
 
 
Blackwater [Member]
 
 
 
 
 
 
 
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Noncurrent assets held for sale, net
1,600,000 
 
 
 
 
 
 
 
1,600,000 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
100,000 
 
 
 
 
 
 
 
100,000 
 
 
Assets Held-for-sale, Current
100,000 
 
 
 
 
 
 
 
100,000 
 
 
Gathering And Processing [Member]
 
 
 
 
 
 
 
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Noncurrent assets held for sale, net
300,000 
 
 
 
 
 
 
 
300,000 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,100,000 
 
 
 
 
 
 
 
1,100,000 
 
 
Assets Held-for-sale, Current
$ 1,200,000 
 
 
 
 
 
 
 
$ 1,200,000 
 
 
Concentration of Credit Risk and Trade Accounts Receivable (Details)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Revenue, Major Customer
 
 
 
Entity-wide revenue by major customer, percentage
100.00% 
100.00% 
100.00% 
Customer A [Member]
 
 
 
Revenue, Major Customer
 
 
 
Entity-wide revenue by major customer, percentage
28.00% 
30.00% 
41.00% 
Customer B [Member]
 
 
 
Revenue, Major Customer
 
 
 
Entity-wide revenue by major customer, percentage
13.00% 
0.00% 
0.00% 
Cusotmer C [Member]
 
 
 
Revenue, Major Customer
 
 
 
Entity-wide revenue by major customer, percentage
12.00% 
13.00% 
15.00% 
Customer D [Member]
 
 
 
Revenue, Major Customer
 
 
 
Entity-wide revenue by major customer, percentage
10.00% 
14.00% 
18.00% 
Customer Other [Member]
 
 
 
Revenue, Major Customer
 
 
 
Entity-wide revenue by major customer, percentage
37.00% 
43.00% 
26.00% 
Other Current Assets (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Other Current Assets [Abstract]
 
 
Prepaid insurance
$ 3,166 
$ 458 
Other current assets
4,331 
2,768 
Other current assets
$ 7,497 
$ 3,226 
Derivatives (Fair Value of Commodity Derivatives) (Details) (USD $)
Dec. 31, 2013
Dec. 31, 2012
Risk management assets and Risk management liabilities
 
 
Derivative Asset, Fair Value, Net
$ 473,000 
$ 969,000 
Derivative Liability, Fair Value, Net
(524,000)
0 
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Notional Amount of Interest Rate Derivatives
100,000,000 
 
Commodity derivatives [Member]
 
 
Risk management assets and Risk management liabilities
 
 
Derivative asset, gross derivative asset
473,000 
1,889,000 
Derivative asset, gross derivative liabilities
0 
(920,000)
Derivative liability, gross derivative assets
27,000 
0 
Derivative liability, gross derivative liabilities
(551,000)
0 
Commodity derivatives [Member] |
Risk Management Assets [Member]
 
 
Risk management assets and Risk management liabilities
 
 
Derivative asset, gross derivative asset
473,000 
1,889,000 
Derivative asset, gross derivative liabilities
0 
(920,000)
Derivative Asset, Fair Value, Net
473,000 
969,000 
Commodity derivatives [Member] |
Risk Management Assets - Long Term [Member]
 
 
Risk management assets and Risk management liabilities
 
 
Derivative asset, gross derivative asset
0 
0 
Derivative asset, gross derivative liabilities
0 
0 
Derivative Asset, Fair Value, Net
0 
0 
Commodity derivatives [Member] |
Risk Management Liabilities [Member]
 
 
Risk management assets and Risk management liabilities
 
 
Derivative liability, gross derivative assets
27,000 
0 
Derivative liability, gross derivative liabilities
(450,000)
0 
Derivative Liability, Fair Value, Net
(423,000)
0 
Commodity derivatives [Member] |
Risk Management Liabilities - Long Term [Member]
 
 
Risk management assets and Risk management liabilities
 
 
Derivative liability, gross derivative assets
0 
0 
Derivative liability, gross derivative liabilities
(101,000)
0 
Derivative Liability, Fair Value, Net
$ (101,000)
$ 0 
Derivatives (Realized and Unrealized Gains (Losses)) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
Commodity derivatives [Member]
Dec. 31, 2012
Commodity derivatives [Member]
Dec. 31, 2011
Commodity derivatives [Member]
Dec. 31, 2011
Commodity derivatives [Member]
Revenue [Member]
Dec. 31, 2013
Commodity derivatives [Member]
Unrealized Gain (Loss) on Derivatives [Member]
Dec. 31, 2012
Commodity derivatives [Member]
Unrealized Gain (Loss) on Derivatives [Member]
Dec. 31, 2011
Commodity derivatives [Member]
Unrealized Gain (Loss) on Derivatives [Member]
Dec. 31, 2013
Commodity derivatives [Member]
Interest Expense [Member]
Dec. 31, 2013
Commodity derivatives [Member]
Other Income [Member]
Dec. 31, 2013
Gathering And Processing [Member]
Dec. 31, 2012
Gathering And Processing [Member]
Dec. 31, 2011
Gathering And Processing [Member]
Derivatives, Fair Value [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) on derivatives, realized
$ 0 
$ 0 
$ (2,998)
$ 200 
$ 2,408 
$ (4,909)
$ (1,911)
$ 1,069 
$ 2,408 
$ (2,998)
$ (207)
$ (662)
 
 
 
Gain (loss) on derivatives, unrealized
$ (1,041)
$ 992 
$ (541)
$ (1,495)
$ 992 
$ (541)
$ (541)
 
$ 992 
$ 0 
$ (454)
$ 0 
$ (1,041)
$ 992 
$ (541)
Derivatives (Details Textual) (USD $)
12 Months Ended
Dec. 31, 2013
Derivative [Line Items]
 
Aggregate notional volume of our commodity derivative
2,900,000 
Interest Rate Swap [Member]
 
Derivative [Line Items]
 
Notional Amount of Interest Rate Derivatives
$ 100,000,000 
Weather Contract [Member]
 
Derivative [Line Items]
 
Derivative Instruments Not Designated as Hedging Instruments, Potential Cash Proceeds from Contract
10,000,000 
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value
0 
Payments of Derivative Issuance Costs
1,100,000 
Derivative, Term of Contract
0 years 12 months 0 days 
Derivative Issuance Costs
$ 500,000 
Fair Value Measurement (Fair Value of Financial Instruments) (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Interest Rate Swap [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Carrying Amount
 
$ 0 
Estimated Fair Value
(454)
 
Interest Rate Swap [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
(454)
0 
Interest Rate Swap [Member] |
Level 1 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
0 
0 
Interest Rate Swap [Member] |
Level 2 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
(454)
0 
Interest Rate Swap [Member] |
Level 3 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
0 
0 
Commodity Contract [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Carrying Amount
 
969 
Estimated Fair Value
(70)
 
Commodity Contract [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
(70)
969 
Commodity Contract [Member] |
Level 1 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
0 
0 
Commodity Contract [Member] |
Level 2 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
(70)
969 
Commodity Contract [Member] |
Level 3 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
$ 0 
$ 0 
Fair Value Measurement (Changes in Level 3 Fair Value Measurements) (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Changes in Level 3 Fair Value Measurements
 
 
 
Realized gain (loss) on early termination of commodity derivatives
$ 0 
$ 0 
$ (2,998,000)
Unrealized gain (loss) on commodity derivatives
28,000 
3,400,000 
(2,452,000)
Transfers out of Level 3
 
$ (1,000,000)
 
Fair Value Measurement (Details Textual) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Fair Value Disclosures [Abstract]
 
Transfers out of Level 3
$ 1.0 
Property, Plant and Equipment, Net (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
Fair Value Inputs, Discount Rate
 
10.00% 
 
0.00% 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
$ 407,598,000 
 
 
$ 407,598,000 
$ 285,984,000 
 
Accumulated depreciation
(95,088,000)
 
 
(95,088,000)
(62,165,000)
 
Property, plant and equipment, net
312,510,000 
 
 
312,510,000 
223,819,000 
 
Interest Costs Capitalized
 
 
 
200,000 
0 
 
Depreciation
 
 
 
25,900,000 
21,400,000 
 
Impairment of Long-Lived Assets Held-for-use
(3,000,000)
(15,200,000)
(100,000)
(18,155,000)
0 
0 
Loss on impairment of noncurrent assets held for sale
600,000 
1,800,000 
 
2,400,000 
0 
0 
Land [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
6,015,000 
 
 
6,015,000 
2,254,000 
 
Construction in progress [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
6,443,000 
 
 
6,443,000 
5,053,000 
 
Base Gas [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
1,108,000 
 
 
1,108,000 
0 
 
Buildings and improvements [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
5,109,000 
 
 
5,109,000 
1,432,000 
 
Processing and treating plants [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
97,106,000 
 
 
97,106,000 
98,106,000 
 
Pipelines [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
239,826,000 
 
 
239,826,000 
163,447,000 
 
Compressors [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
11,793,000 
 
 
11,793,000 
8,957,000 
 
Dock [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
7,942,000 
 
 
7,942,000 
 
 
Dock [Member] [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
 
 
 
 
0 
 
Tanks, truck rack and piping [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
22,432,000 
 
 
22,432,000 
0 
 
Equipment [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
6,293,000 
 
 
6,293,000 
4,785,000 
 
Computer software [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
3,531,000 
 
 
3,531,000 
1,950,000 
 
Minimum [Member] |
Buildings and improvements [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment in useful life
4 years 
 
 
 
 
 
Minimum [Member] |
Processing and treating plants [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment in useful life
8 years 
 
 
 
 
 
Minimum [Member] |
Pipelines [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment in useful life
5 years 
 
 
 
 
 
Minimum [Member] |
Compressors [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment in useful life
4 years 
 
 
 
 
 
Minimum [Member] |
Equipment [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment in useful life
8 years 
 
 
 
 
 
Maximum [Member] |
Buildings and improvements [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment in useful life
40 years 
 
 
 
 
 
Maximum [Member] |
Processing and treating plants [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment in useful life
40 years 
 
 
 
 
 
Maximum [Member] |
Pipelines [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment in useful life
40 years 
 
 
 
 
 
Maximum [Member] |
Compressors [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment in useful life
20 years 
 
 
 
 
 
Maximum [Member] |
Equipment [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment in useful life
20 years 
 
 
 
 
 
Maximum [Member] |
Computer software [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment in useful life
5 years 
 
 
 
 
 
Ala Tenn System [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Property plant and equipment gross
$ 100,500,000 
 
 
$ 100,500,000 
$ 26,100,000 
 
Income Approach Valuation Technique [Member] |
Fair Value, Inputs, Level 3 [Member]
 
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
Fair Value Inputs, Thoughput Volume Decline Rate
 
2.50% 
 
 
 
 
Property, Plant and Equipment, Net (Issuance Proceeds) (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Property, Plant and Equipment [Abstract]
 
 
 
 
 
 
Insurance settlements receivable
 
 
 
$ 1,100,000 
 
 
Cash flows from investing activities
 
600,000 
500,000 
482,000 
527,000 
0 
Impairment of Long-Lived Assets Held-for-use
(3,000,000)
(15,200,000)
(100,000)
(18,155,000)
0 
0 
Gain (loss) on involuntary conversion of property, plant and equipment
 
 
$ 400,000 
$ 343,000 
$ (1,021,000)
$ 0 
Goodwill and Intangible assets (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Goodwill [Line Items]
 
 
Goodwill
$ 16,447 
$ 0 
Goodwill and Intangible assets Schedule of intangible assets (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
 
 
Amortization of Intangible Assets
$ 3,700,000 
 
Customer contracts
12,101,000 
 
Accumulated amortization
(8,419,000)
 
Intangible Assets, Net (Excluding Goodwill)
3,682,000 
0 
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months
2,700,000 
 
Finite-Lived Intangible Assets, Amortization Expense, Year Two
$ 1,000,000 
 
Minimum [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Finite-Lived Intangible Asset, Useful Life
0 years 5 months 0 days 
 
Maximum [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Finite-Lived Intangible Asset, Useful Life
0 years 35 months 0 days 
 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Payables and Accruals [Abstract]
 
 
Accrued expenses
$ 5,906 
$ 6,519 
Gas imbalances payable
4,305 
971 
Other accrued expenses and other current liabilities
4,847 
2,129 
Accrued expenses and other current liabilities
$ 15,058 
$ 9,619 
Asset Retirement Obligation (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Asset Retirement Obligaiton [Line Items]
 
 
Restricted Cash and Cash Equivalents
$ 3,000,000 
 
Balance at beginning of period
34,636,000 
8,319,000 
Additions
25,763,000 
452,000 
Expenditures
0 
(258,000)
Accretion expense
554,000 
32,000 
Balance at end of period
$ 8,319,000 
$ 8,093,000 
Long-Term Debt (Outstanding Borrowings) (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Debt Instrument [Line Items]
 
 
Line of Credit Facility, Amount Outstanding
$ 130,735 
$ 128,285 
Revolving credit facility
130,735 
128,285 
Other Long-term Debt
2,048 
0 
Long-term Debt
132,783 
128,285 
Long-term Debt, Current Maturities
$ 2,048 
$ 0 
Long-Term Debt (Textual) (Details) (USD $)
12 Months Ended 0 Months Ended 12 Months Ended 9 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
Maximum [Member]
Dec. 31, 2012
Maximum [Member]
Dec. 31, 2013
Federal Funds [Member]
Dec. 31, 2013
Eurodollar [Member]
Apr. 15, 2013
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Dec. 31, 2013
Insurance Premium Financing [Member]
Apr. 15, 2013
Repayment of Debt [Member]
Series A [Member]
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Dec. 31, 2013
General Partner [Member]
Dec. 31, 2012
General Partner [Member]
Sep. 30, 2013
General Partner [Member]
ArcLight [Member]
Dec. 31, 2013
Fiscal Quarter Ending December 31, 2014 [Member]
Fourth Amendment [Member]
Base Rate [Member]
Minimum [Member]
Dec. 31, 2013
Fiscal Quarter Ending December 31, 2014 [Member]
Fourth Amendment [Member]
Base Rate [Member]
Maximum [Member]
Dec. 31, 2013
Fiscal Quarter Ending December 31, 2014 [Member]
Fourth Amendment [Member]
Eurodollar [Member]
Minimum [Member]
Dec. 31, 2013
Fiscal Quarter Ending December 31, 2014 [Member]
Fourth Amendment [Member]
Eurodollar [Member]
Maximum [Member]
Apr. 15, 2013
Fiscal Quarter Ending December 31, 2014 [Member]
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Amount Outstanding Limit
$ 200,000,000 
 
 
 
 
 
 
$ 175,000,000 
 
 
 
 
 
 
 
 
 
$ 200,000,000 
Basis spread on variable rate
 
 
 
 
 
0.50% 
 
 
 
 
 
 
 
1.50% 
3.75% 
2.50% 
4.75% 
 
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage
0.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Facility fee (percent)
 
 
 
 
 
0.50% 
1.00% 
 
3.95% 
 
 
 
 
 
 
 
 
 
Debt, weighted average interest rate
4.53% 
4.09% 
6.71% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Interest Coverage Ratio
2.50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of credit outstanding amount
4,800,000 
2,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt issuance cost
6,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of indebtedness to net capital
3.70 
5.70 
 
5.75 
4,500 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Amount Outstanding
130,735,000 
128,285,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Remaining Borrowing Capacity
64,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from (Payments for) Other Financing Activities
2,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Periodic Payment
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments on long-term debt
(131,571,000)
(59,230,000)
(120,670,000)
 
 
 
 
 
 
(12,500,000)
 
 
 
 
 
 
 
 
Partners' Capital Account, Contributions
 
 
 
 
 
 
 
 
 
 
$ 12,500,000 
$ 13,000 
$ 12,500,000 
 
 
 
 
 
Partners' Capital (Units Outstanding) (Details)
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Limited partner common units
7,414,000 
9,165,000 
 
General partner units
185,000 
185,000 
 
Preferred Units, Outstanding
5,279,000 
 
 
AIM Midstream Holdings No. of units outstanding [Member]
 
 
 
Limited partner common units
7,414,000 
4,639,000 
4,561,000 
Limited partner subordinated units
0 
4,526,066 
4,526,000 
General partner units
185,000 
185,000 
185,000 
Preferred Units, Outstanding
5,279,000 
0 
0 
Partners Capital (Details Textual) (USD $)
3 Months Ended 6 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 0 Months Ended
Jun. 30, 2013
Jun. 30, 2011
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Feb. 5, 2014
Aug. 8, 2013
Apr. 15, 2013
Apr. 15, 2013
Total Partners Capital
Dec. 31, 2013
Total Partners Capital
Dec. 31, 2011
Total Partners Capital
Dec. 31, 2013
General Partner Interest
Dec. 31, 2012
General Partner Interest
Dec. 31, 2011
General Partner Interest
Dec. 31, 2013
General Partner [Member]
Feb. 5, 2014
AIM Midstream Holdings [Member]
Feb. 5, 2014
High Point [Member]
Apr. 15, 2013
High Point [Member]
Partnership Interest [Member]
AIM Midstream Holdings [Member]
Mar. 31, 2014
Subsequent Event [Member]
Jan. 22, 2014
Subsequent Event [Member]
Apr. 15, 2013
Series A [Member]
Dec. 31, 2013
Series A [Member]
Apr. 15, 2013
Series A [Member]
Cash Distribution [Member]
Apr. 15, 2013
Issuance of Preferred Units [Member]
Series A [Member]
High Point [Member]
Sep. 30, 2013
ArcLight [Member]
General Partner Interest
Dec. 31, 2013
General Partner [Member]
Mar. 31, 2014
High Point [Member]
Dec. 31, 2013
High Point [Member]
Dec. 31, 2013
Partnership Interest [Member]
Dec. 31, 2012
Partnership Interest [Member]
Dec. 31, 2011
Partnership Interest [Member]
Apr. 15, 2013
High Point [Member]
Apr. 15, 2013
Fourth Amendment [Member]
Revolving Credit Facility [Member]
Repayment of Debt [Member]
Series A [Member]
Subsidiary, Sale of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner interest
 
 
2.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited partner interest
 
 
98.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Issued
 
 
2,568,712 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sale of Stock, Price Per Share
 
 
$ 22.47 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner units
 
 
185,000 
185,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
185,000 
185,000 
185,000 
 
 
Earned and paid (usd per unit)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.25 
 
 
 
 
 
 
 
 
 
 
Incentive Distribution Right, After Minimum Quarterly Distributions, Percent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
48.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership cancellation of subordinated units (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
90.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Consideration for Issuance of Preferred Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 15,000,000 
 
Contributed capital
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,142,857 
 
 
 
 
 
 
 
 
 
Other Ownership Interests, Units Outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
4,526,066 
4,526,000 
 
 
Incentive Distribution Right Allocation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14.98% 
100.00% 
85.02% 
 
 
 
 
 
Incentive Distribution, Distribution Per Unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4125 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Class of Warrant or Right, Number of Securities Called by Warrants or Rights
 
 
 
 
 
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Class of Warrant or Right, Exercise Price of Warrants or Rights
 
 
 
 
 
0.01 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Escrow Deposit
 
 
 
 
 
 
12,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Contributions
 
 
 
 
 
 
 
 
 
12,500,000 
 
12,500,000 
13,000 
 
 
 
 
 
 
 
 
 
 
 
12,500,000 
 
 
 
 
 
 
 
 
Partners' Capital Account, Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.00% 
95.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transaction Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
 
 
 
 
 
 
 
Payments on long-term debt
 
 
(131,571,000)
(59,230,000)
(120,670,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(12,500,000)
Distribution Made to Member or Limited Partner, Distributions Declared, Per Unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4525 
$ 1.81 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Member or Limited Partner, Distributions Paid, Conversion Price Per Unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 17.50 
 
 
 
 
 
 
 
 
 
 
 
 
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests
 
 
94,811,000 
0 
 
 
 
90,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Assets (Liabilities), Net
 
 
 
 
 
 
 
61,930,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Distributions to Existing Interest
 
 
15,612,000 
0 
0 
 
 
 
15,612,000 
 
 
312,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Inputs, Discount Rate
10.00% 
 
0.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value input, distribution growth rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
 
 
 
 
 
 
 
 
 
 
 
Fair value, paid in kind distributions
 
 
$ 25.17 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Member or Limited Partner, Payment In Kind Declared
 
 
4,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value input, option value
 
 
7.27 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
 
 
$ (54,853,000)
$ 0 
$ (69,085,000)
 
 
 
 
$ 54,853,000 
$ 69,085,000 
$ 0 
 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners Capital (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of agragate limited partner interest
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per Unit (Details) (USD $)
Share data in Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest
$ (5,052,000)
$ (2,632,000)
$ (19,996,000)
$ (3,471,000)
$ (6,469,000)
$ (4,014,000)
$ 2,252,000 
$ 1,660,000 
$ (31,151,000)
$ (6,571,000)
$ (12,030,000)
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
633,000 
256,000 
 
Net income attributable to noncontrolling interests
100,000 
190,000 
188,000 
155,000 
7,000 
249,000 
0 
0 
 
 
 
Income (Loss) from Continuing Operations Attributable to Parent
 
 
 
 
 
 
 
 
(31,784,000)
(6,827,000)
(12,030,000)
Distribution Made to Member or Limited Partner, Cash Distributions Declared
 
 
 
 
 
 
 
 
24,117,000 
0 
0 
Distribution Made to Member or Limited Partner, Payment In Kind Declared
 
 
 
 
 
 
 
 
4,800,000 
 
 
Partners' Capital Account, Distributions to Existing Interest
 
 
 
 
 
 
 
 
15,612,000 
0 
0 
Partners' Capital Account, Distributions
 
 
 
 
 
 
 
 
(27,650,000)
322,000 
864,000 
Distribution Made to Member or Limited Partner, Cash Distributions Paid
 
 
 
 
 
 
 
 
464,000 
 
 
General Partners' Capital Account, Period Undistributed Income (Loss) From Continuing Operations, Amount
 
 
 
 
 
 
 
 
1,708,000 
458,000 
1,112,000 
Net Income (Loss) From Continuing Operatins, Attributable to Limited Partners
 
 
 
 
 
 
 
 
(53,941,000)
(6,691,000)
(11,782,000)
Income (loss) from Discontinued Operations, Net of Tax, Available to Limited Partners
 
 
 
 
 
 
 
 
(1,893,000)
313,000 
325,000 
Net Income (Loss) Allocated to Limited Partners
(5,432,000)
(2,510,000)
(21,209,000)
(3,483,000)
(6,127,000)
(4,190,000)
2,281,000 
1,657,000 
(55,834,000)
(6,378,000)
(11,457,000)
Weighted Average Number of Shares Outstanding, Basic and Diluted
 
 
 
 
 
 
 
 
7,981 
9,113 
6,997 
Income (Loss) from Continuing Operations, Per Basic and Diluted Share
 
 
 
 
 
 
 
 
$ (6.76)
$ (0.73)
$ (1.68)
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic
(1.55)
(0.82)
(4.00)
(0.39)
(0.69)
(0.46)
0.24 
0.18 
 
 
 
Income (Loss) from Discontinued Operations, Net of Tax, Per Basic and Diluted Share
 
 
 
 
 
 
 
 
$ (0.24)
$ 0.03 
$ 0.04 
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic
(0.07)
0.02 
(0.20)
0.01 
0.02 
0.00 
0.01 
0.00 
 
 
 
Earnings Per Share, Basic and Diluted
 
 
 
 
 
 
 
 
$ (7.00)
$ (0.70)
$ (1.64)
Limited partners’ net income (loss) per unit (basic and diluted)
(1.62)
(0.80)
(4.20)
(0.38)
(0.67)
(0.46)
0.25 
0.18 
 
 
 
Terminals [Member]
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
$ (716,000)
$ 0 
$ 0 
Long-Term Incentive Plan (Unit-based Awards) (Details)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding
 
 
 
Outstanding at beginning of period
90,938 
162,860 
205,864 
Granted
114,336 
38,595 
19,414 
Forfeited
(18,320)
(12,517)
0 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period
(111,425)
(98,000)
(62,418)
Outstanding at end of period
75,529 
90,938 
162,860 
Minimum [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding
 
 
 
Fair value per unit
13.36 
14.70 
14.70 
Maximum [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding
 
 
 
Fair value per unit
25.60 
21.40 
16.15 
Long Term Incentive Plan (Textual) (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Jul. 11, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Equity compensation expense
$ 2,094,000 
$ 1,783,000 
$ 3,357,000 
 
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost
 
 
1,500,000 
 
Long-term incentive plan, increase in available awards
 
 
 
871,750,000 
Long term incentive plan available for future grant
855,089,000 
920,193 
54,827 
 
Grants issued under long term incentive plan
25.00% 
 
 
 
Total fair value of vested units
 
1,900,000 
1,200,000 
 
Compensation cost related unvested awards
900,000 
1,400,000 
2,700,000 
 
Weighted average period cost recognized
1 year 11 months 0 days 
 
 
 
Phantom units [Member]
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Equity compensation expense
$ 2,200,000 
 
$ 3,400,000 
 
Post-Employment Benefits (Changes in Benefit Obligation) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Change in plan assets
 
 
 
Funded status
$ 996 
$ 1,080 
$ 966 
Defined Benefit Plan, Plan Amendments
126 
0 
0 
Change in Benefit Obligation [Member]
 
 
 
Change in benefit obligation
 
 
 
Obligation, beginning of period
472 
466 
869 
Service cost
5 
4 
3 
Interest cost
15 
18 
22 
Actuarial (gain) loss
29 
22 
(367)
Benefits paid
(57)
(38)
(61)
Benefit obligationm, ending
532 
472 
466 
Change in plan assets
 
 
 
Benefits paid
(57)
(38)
(61)
Change in Plan Assets [Member]
 
 
 
Change in benefit obligation
 
 
 
Benefits paid
(61)
(54)
(76)
Change in plan assets
 
 
 
Fair value of plan assets, beginning of period
1,552 
1,432 
1,319 
Actual return on plan assets
(53)
84 
99 
Employer’s contributions
90 
90 
90 
Benefits paid
(61)
(54)
(76)
Fair value of plan assets, ending
$ 1,528 
$ 1,552 
$ 1,432 
Post-Employment Benefits (Plan Assets Recognized) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Amortization of Net Gains (Losses)
$ (100)
$ (100)
$ 400 
OPEB Plan [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Amortization of Net Gains (Losses)
(23)
(43)
(47)
Other assets
$ 996 
$ 1,080 
$ 966 
Post-Employment Benefits (Net Periodic Benefit Cost) (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year
$ 100,000 
 
 
Cost recognized in Unaudited Condensed Consolidated Statements of Operations
 
 
 
Defined Benefit Plan, Amortization of Net Gains (Losses)
(100,000)
(100,000)
400,000 
Net periodic (benefit) cost
(73,000)
(88,000)
(82,000)
Net loss (gain)
 
64,000 
(359,000)
OPEB Plan [Member]
 
 
 
Cost recognized in Unaudited Condensed Consolidated Statements of Operations
 
 
 
Service cost
5,000 
4,000 
3,000 
Interest cost
15,000 
18,000 
22,000 
Expected return on plan assets
(70,000)
(67,000)
(60,000)
Defined Benefit Plan, Amortization of Net Gains (Losses)
(23,000)
(43,000)
(47,000)
Net periodic (benefit) cost
(73,000)
(88,000)
(82,000)
Net loss (gain)
(247,000)
64,000 
(359,000)
Total recognized in other comprehensive income
247,000 
64,000 
(359,000)
Total recognized in net periodic benefit cost and other comprehensive income
$ 174,000 
$ (24,000)
$ (441,000)
Post-Employment Benefits (Economic Assumptions) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Effect of one percentage point increase in assumed medical and dental care trend
$ 0.1 
 
 
Effect of one percentage point decrease in assumed medical and dental care trend
$ 0.1 
 
 
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate
4.50% 
3.00% 
3.00% 
OPEB Plan [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Discount rate
4.57% 
3.42% 
3.96% 
Expected return on plan assets
4.50% 
4.50% 
4.50% 
Post-Employment Benefits (Expected Future Benefit Payments) (Details) (OPEB Plan [Member], USD $)
Dec. 31, 2013
OPEB Plan [Member]
 
Defined Benefit Plan Disclosure [Line Items]
 
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year
$ 100,000 
2013
28,000 
2014
29,000 
2015
28,000 
2016
27,000 
2017
27,000 
Five years thereafter
$ 157,000 
Post-Employment Benefits (Weighted Average Asset Allocation) (Details)
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Weighted average asset allocation (as a percent)
100.00% 
100.00% 
100.00% 
Fixed Income [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Weighted average asset allocation (as a percent)
70.10% 
72.20% 1
72.10% 1
Cash and Short Term Assets [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Weighted average asset allocation (as a percent)
29.90% 
27.80% 2
27.90% 2
Post-Employment Benefits (Details Textual) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Amortization of Net Gains (Losses)
$ (100)
$ (100)
$ 400 
OPEB Plan [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Amortization of Net Gains (Losses)
$ (23)
$ (43)
$ (47)
Income Tax (Details) (USD $)
9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Deferred taxes [Abstract]
 
 
 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
 
$ (31,646,000)
$ (6,571,000)
$ (12,030,000)
Current Income Tax Expense (Benefit)
 
0 
 
 
Deferred Income Tax Expense (Benefit)
 
495,000 
 
 
Effective Income Tax Rate, Continuing Operations
 
0.00% 
 
 
Effective income tax rate, continuing operations
35.00% 
0.00% 
 
 
Operating Loss Carryforwards
 
14,000,000 
 
 
Operating Loss Carryforwards
 
5,455,000 
 
 
Deferred Tax Assets, Other
 
182,000 
 
 
Deferred Tax Assets, Gross
 
5,637,000 
 
 
Deferred Tax Liabilities, Property, Plant and Equipment
 
9,022,000 
 
 
Deferred Tax Liabilities, Intangible Assets
 
1,364,000 
 
 
Deferred Tax Liabilities, Gross
 
10,386,000 
 
 
Deferred Tax Liabilities, Net
 
(4,749,000)
0 
 
Income Tax Reconciliation, Income Tax Expense (Benefit), at Federal Statutory Income Tax Rate
 
10,760,000 
 
 
Effective Income Tax Rate Reconciliation, Tax Exempt Income
 
(10,350,000)
 
 
Income Tax Reconciliation, Other Adjustments
 
222,000 
 
 
Current State and Local Tax Expense (Benefit)
 
71,000 
 
 
Income Tax Reconciliation, Prior Year Income Taxes
 
(175,000)
 
 
Income Tax Reconciliation, Other Reconciling Items
 
(33,000)
 
 
Income Tax Expense (Benefit), Continuing Operations
 
$ 495,000 
$ 0 
$ 0 
Commitments and Contingencies (Contractual Obligations) (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Future Non Cancelable Commitment [Line Items]
 
2012
$ 959 
2013
1,012 
2014
8,681 
2015
810 
2016
584 
Thereafter
28,739 
Total
40,785 
Operating leases and service contract [Member]
 
Future Non Cancelable Commitment [Line Items]
 
2012
959 
2013
1,012 
2014
814 
2015
810 
2016
584 
Thereafter
1,970 
Total
6,149 
ARO [Member]
 
Future Non Cancelable Commitment [Line Items]
 
2012
0 
2013
0 
2014
7,867 
2015
0 
2016
0 
Thereafter
26,769 
Total
$ 34,636 
Commitments and Contingencies (Expenses) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Commitments and Contingencies Disclosure [Abstract]
 
 
 
Operating leases
$ 1,051 
$ 941 
$ 803 
Asset retirement obligation
554 
32 
1,393 
Total expenses
$ (1,605)
$ (973)
$ (2,196)
Commitments and Contingencies (Details Textual) (USD $)
1 Months Ended
Feb. 29, 2012
Commitments and Contingencies Disclosure [Abstract]
 
Civil penalty
$ 23,010 
Related- Party Transactions (Details Textual) (USD $)
12 Months Ended 1 Months Ended 12 Months Ended 3 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Apr. 15, 2013
Oct. 9, 2012
Aug. 31, 2011
American Infrastructure MLP [Member]
Dec. 31, 2011
American Infrastructure MLP [Member]
Dec. 31, 2010
American Infrastructure MLP [Member]
Dec. 31, 2013
American Midstream, LLC [Member]
Dec. 31, 2012
American Midstream, LLC [Member]
Dec. 31, 2011
American Midstream, LLC [Member]
Apr. 15, 2013
Terminals [Member]
Apr. 15, 2013
High Point [Member]
Apr. 15, 2013
High Point [Member]
Issuance of Preferred Units [Member]
Series A [Member]
Apr. 15, 2013
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Repayment of Debt [Member]
Series A [Member]
Dec. 17, 2013
Blackwater [Member]
Jul. 10, 2013
Blackwater [Member]
Dec. 31, 2013
Total Partners Capital
Dec. 31, 2012
Total Partners Capital
Dec. 31, 2011
Total Partners Capital
Dec. 31, 2013
Total Partners Capital
Blackwater [Member]
Dec. 31, 2012
Total Partners Capital
Blackwater [Member]
Dec. 31, 2011
Total Partners Capital
Blackwater [Member]
Dec. 31, 2013
Limited Partner [Member]
Dec. 31, 2012
Limited Partner [Member]
Dec. 31, 2011
Limited Partner [Member]
Dec. 31, 2013
Limited Partner [Member]
Blackwater [Member]
Related Party Transactions (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Administrative and operational service expenses
 
 
 
 
 
 
 
 
$ 14,200,000 
$ 12,500,000 
$ 9,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of business development activities
 
 
 
 
 
 
 
 
(1,800,000)
(400,000)
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual fee for Advisory Service
 
 
 
 
 
 
200,000 
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
21,402,000 
14,309,000 
11,082,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One time payment of Advisory services
 
 
 
 
 
2,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes Payable, Related Parties, Current
 
 
 
 
20,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Consideration for Issuance of Preferred Units
 
 
 
 
 
 
 
 
 
 
 
 
15,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Units, Contributed Capital
 
 
 
 
 
 
 
 
 
 
 
 
 
5,142,857 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transaction Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments on long-term debt
(131,571,000)
(59,230,000)
(120,670,000)
 
 
 
 
 
 
 
 
 
 
 
(12,500,000)
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Assets and Liabilities Under Common Control, Assets (Liabilities), Net
 
 
 
61,930,000 
 
 
 
 
 
 
 
22,700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition, Cost of Acquired Entity, Purchase Price
6,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
63,900,000 
2,500,000 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Distributions
$ (27,650,000)
$ 322,000 
$ 864,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 22,251,000 
$ 16,070,000 
$ 43,546,000 
$ 27,650,000 
$ 0 
$ 0 
$ 21,628,000 
$ 15,748,000 
$ 42,682,000 
$ 3,052,000 
Units issued in business acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
125,500 
 
 
 
 
 
 
 
 
 
 
 
Reporting Segments (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Segment information
 
 
 
 
 
 
 
 
 
 
 
Revenue, net
 
 
 
 
 
 
 
 
$ 292,626,000 
$ 194,843,000 
$ 233,169,000 
Total revenue
76,108,000 
79,536,000 
77,608,000 
59,402,000 
56,663,000 
53,401,000 
43,322,000 
44,857,000 
292,654,000 
198,243,000 
227,719,000 
Construction, Operating and Maintenace Expenses
 
 
 
 
 
 
 
 
843,000 
3,373,000 
(2,998,000)
Realized gain (loss) on early termination of commodity derivatives
 
 
 
 
 
 
 
 
0 
0 
(2,998,000)
Unrealized gain (loss) on commodity derivatives
 
 
 
 
 
 
 
 
(1,041,000)
992,000 
(541,000)
Direct operating expenses
 
 
 
 
 
 
 
 
(29,553,000)
(16,798,000)
(11,419,000)
Segment Gross Margin
 
 
 
 
 
 
 
 
76,623,000 
48,706,000 
43,860,000 
Purchases of natural gas, NGLs and condensate
 
 
 
 
 
 
 
 
214,149,000 
145,172,000 
187,398,000 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
(21,402,000)
(14,309,000)
(11,082,000)
Advisory services agreement termination fee
 
 
 
 
 
 
 
 
0 
0 
(2,500,000)
Allocated Share-based Compensation Expense
 
 
 
 
 
 
 
 
(2,094,000)
(1,783,000)
(3,357,000)
Depreciation, Depletion and Amortization
 
 
 
 
 
 
 
 
(29,999,000)
(21,284,000)
(20,449,000)
Gain (loss) on acquisition of assets
 
 
 
 
 
 
 
 
0 
0 
565,000 
Transaction expenses
 
 
 
 
 
 
 
 
 
 
0 
Gain (loss) on involuntary conversion of property, plant and equipment
 
 
 
400,000 
 
 
 
 
343,000 
(1,021,000)
0 
Gain on sale of assets, including discontinued operations
 
 
 
 
 
 
 
 
(75,000)
128,000 
 
Gain on sale of assets, net
 
 
 
 
 
 
 
 
0 
123,000 
399,000 
Impairment of long-lived assets held-for-use
3,000,000 
 
15,200,000 
100,000 
 
 
 
 
18,155,000 
0 
0 
Interest expense
 
 
 
 
 
 
 
 
9,291,000 
4,570,000 
4,508,000 
Income Tax Expense (Benefit), Continuing Operations
 
 
 
 
 
 
 
 
495,000 
0 
0 
Net loss
 
 
 
 
 
 
 
 
(33,406,000)
(6,252,000)
(11,698,000)
Net income attributable to noncontrolling interests
100,000 
190,000 
188,000 
155,000 
7,000 
249,000 
0 
0 
 
 
 
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax
(489,000)
91,000 
(1,930,000)
73,000 
225,000 
(12,000)
75,000 
31,000 
(2,255,000)
319,000 
332,000 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
633,000 
256,000 
 
Net loss attributable to the Partnership
(5,641,000)
(2,731,000)
(22,114,000)
(3,553,000)
(6,251,000)
(4,275,000)
2,327,000 
1,691,000 
(34,039,000)
(6,508,000)
(11,698,000)
Gathering And Processing [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment information
 
 
 
 
 
 
 
 
 
 
 
Revenue, net
 
 
 
 
 
 
 
 
192,446,000 
145,714,000 
160,953,000 
Construction, Operating and Maintenace Expenses
 
 
 
 
 
 
 
 
689,000 
673,000 
 
Unrealized gain (loss) on commodity derivatives
 
 
 
 
 
 
 
 
(1,041,000)
992,000 
(541,000)
Direct operating expenses
 
 
 
 
 
 
 
 
(14,214,000)
(11,767,000)
(6,199,000)
Segment Gross Margin
 
 
 
 
 
 
 
 
36,464,000 
35,393,000 
30,123,000 
Purchases of natural gas, NGLs and condensate
 
 
 
 
 
 
 
 
156,334,000 
108,656,000 
134,369,000 
Transmission [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment information
 
 
 
 
 
 
 
 
 
 
 
Revenue, net
 
 
 
 
 
 
 
 
90,377,000 
52,529,000 
66,766,000 
Construction, Operating and Maintenace Expenses
 
 
 
 
 
 
 
 
154,000 
2,700,000 
0 
Unrealized gain (loss) on commodity derivatives
 
 
 
 
 
 
 
 
0 
0 
0 
Direct operating expenses
 
 
 
 
 
 
 
 
(13,259,000)
(5,031,000)
(5,220,000)
Segment Gross Margin
 
 
 
 
 
 
 
 
32,408,000 
13,313,000 
13,737,000 
Purchases of natural gas, NGLs and condensate
 
 
 
 
 
 
 
 
57,815,000 
36,516,000 
53,029,000 
Terminals [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment information
 
 
 
 
 
 
 
 
 
 
 
Revenue, net
 
 
 
 
 
 
 
 
9,831,000 
 
 
Construction, Operating and Maintenace Expenses
 
 
 
 
 
 
 
 
0 
 
 
Unrealized gain (loss) on commodity derivatives
 
 
 
 
 
 
 
 
0 
 
 
Direct operating expenses
 
 
 
 
 
 
 
 
(2,080,000)
 
 
Segment Gross Margin
 
 
 
 
 
 
 
 
7,751,000 
 
 
Purchases of natural gas, NGLs and condensate
 
 
 
 
 
 
 
 
0 
 
 
Gathering and Processing Assets [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment information
 
 
 
 
 
 
 
 
 
 
 
Direct operating expenses
 
 
 
 
 
 
 
 
(27,473,000)
 
 
Commodity Contract [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment information
 
 
 
 
 
 
 
 
 
 
 
Realized gain (loss) on early termination of commodity derivatives
 
 
 
 
 
 
 
 
200,000 
2,408,000 
(4,909,000)
Unrealized gain (loss) on commodity derivatives
 
 
 
 
 
 
 
 
(1,495,000)
992,000 
(541,000)
Unrealized Gain (Loss or Write-down) [Member] |
Commodity Contract [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment information
 
 
 
 
 
 
 
 
 
 
 
Realized gain (loss) on early termination of commodity derivatives
1,069,000 
 
 
 
2,408,000 
 
 
 
 
 
(2,998,000)
Unrealized gain (loss) on commodity derivatives
 
 
 
 
$ 992,000 
 
 
 
 
 
$ 0 
Reporting Segments Reporting Segment (Revenue Earned from Customers that Exceed 10%) (Details) (Customer Concentration Risk [Member], Revenue [Member])
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Gathering And Processing [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
100.00% 
100.00% 
100.00% 
Transmission [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
100.00% 
100.00% 
100.00% 
Terminals [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
100.00% 
0.00% 
0.00% 
Customer A [Member] |
Gathering And Processing [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
43.00% 
40.00% 
55.00% 
Customer B [Member] |
Gathering And Processing [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
19.00% 
11.00% 
0.00% 
Customer B [Member] |
Terminals [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
17.00% 
0.00% 
0.00% 
Customer C [Member] |
Transmission [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
39.00% 
50.00% 
57.00% 
Customer D [Member] |
Gathering And Processing [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
0.00% 
12.00% 
0.00% 
Customer D [Member] |
Transmission [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
16.00% 
22.00% 
22.00% 
Customer E [Member] |
Transmission [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
0.00% 
10.00% 
0.00% 
Customer H [Member] |
Terminals [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
13.00% 
0.00% 
0.00% 
Customer F [Member] |
Terminals [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
20.00% 
0.00% 
0.00% 
Customer G [Member] |
Terminals [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
16.00% 
0.00% 
0.00% 
Customer Other [Member] |
Gathering And Processing [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
38.00% 
37.00% 
0.00% 
Customer Other [Member] |
Transmission [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
45.00% 
18.00% 
21.00% 
Customer Other [Member] |
Terminals [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Concentration risk, percentage
34.00% 
0.00% 
0.00% 
Reporting Segments (Details Textual) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Segment Reporting Information [Line Items]
 
 
 
Unrealized gain (loss) on commodity derivatives
$ (1,041)
$ 992 
$ (541)
Unrealized gain (loss) on derivative contracts
(1,505)
992 
(849)
Construction, Operating and Maintenace Expenses
843 
3,373 
(2,998)
Gathering And Processing [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Unrealized gain (loss) on commodity derivatives
(1,041)
992 
(541)
Construction, Operating and Maintenace Expenses
689 
673 
 
Transmission [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Unrealized gain (loss) on commodity derivatives
0 
0 
0 
Construction, Operating and Maintenace Expenses
$ 154 
$ 2,700 
$ 0 
Quarterly Financial Data (Details) (USD $)
3 Months Ended 12 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2012
Recognition of Proceeds Received in Connection with COMA Reimbursable Projects [Member]
Sep. 30, 2012
Recognition of Proceeds Received in Connection with COMA Reimbursable Projects [Member]
Dec. 31, 2012
Selling, General and Administrative Expenses [Member]
Quantifying Misstatement in Current Year Financial Statements [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quantifying Misstatement in Current Year Financial Statements, Amount
 
 
 
 
 
 
 
 
 
 
 
$ 300,000 
 
$ 100,000 
Quantifying Misstatement in Current Year Financial Statements, Quarterly Amount to be Recognized
 
 
 
 
 
 
 
 
 
 
 
 
100,000 
 
Total revenue
76,108,000 
79,536,000 
77,608,000 
59,402,000 
56,663,000 
53,401,000 
43,322,000 
44,857,000 
292,654,000 
198,243,000 
227,719,000 
 
 
 
Gross Profit
23,609,000 
21,380,000 
19,158,000 
12,476,000 
11,914,000 
12,979,000 
11,253,000 
12,560,000 
 
 
 
 
 
 
Operating Income (Loss)
(2,625,000)
(210,000)
(17,780,000)
(1,740,000)
(4,982,000)
(2,513,000)
3,077,000 
2,417,000 
(22,355,000)
(2,001,000)
(7,522,000)
 
 
 
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest
(5,052,000)
(2,632,000)
(19,996,000)
(3,471,000)
(6,469,000)
(4,014,000)
2,252,000 
1,660,000 
(31,151,000)
(6,571,000)
(12,030,000)
 
 
 
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
(33,406,000)
(6,252,000)
(11,698,000)
 
 
 
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax
(489,000)
91,000 
(1,930,000)
73,000 
225,000 
(12,000)
75,000 
31,000 
(2,255,000)
319,000 
332,000 
 
 
 
Net income attributable to noncontrolling interests
100,000 
190,000 
188,000 
155,000 
7,000 
249,000 
0 
0 
 
 
 
 
 
 
Net Income (Loss) Attributable to Parent
(5,641,000)
(2,731,000)
(22,114,000)
(3,553,000)
(6,251,000)
(4,275,000)
2,327,000 
1,691,000 
(34,039,000)
(6,508,000)
(11,698,000)
 
 
 
Net Income (Loss) Allocated to General Partners
(209,000)
(221,000)
(905,000)
(70,000)
(124,000)
(85,000)
46,000 
34,000 
 
 
 
 
 
 
Net Income (Loss) Allocated to Limited Partners
$ (5,432,000)
$ (2,510,000)
$ (21,209,000)
$ (3,483,000)
$ (6,127,000)
$ (4,190,000)
$ 2,281,000 
$ 1,657,000 
$ (55,834,000)
$ (6,378,000)
$ (11,457,000)
 
 
 
Limited partners’ net income (loss) per unit (basic and diluted)
(1.62)
(0.80)
(4.20)
(0.38)
(0.67)
(0.46)
0.25 
0.18 
 
 
 
 
 
 
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic
(1.55)
(0.82)
(4.00)
(0.39)
(0.69)
(0.46)
0.24 
0.18 
 
 
 
 
 
 
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic
(0.07)
0.02 
(0.20)
0.01 
0.02 
0.00 
0.01 
0.00 
 
 
 
 
 
 
Subsidiary Guarantors (Narrative) (Details)
6 Months Ended 12 Months Ended
Jun. 30, 2011
Dec. 31, 2013
American Midstream Finance Corporation [Member]
Property, Plant and Equipment [Line Items]
 
 
Percentage of agragate limited partner interest
100.00% 
100.00% 
Subsidiary Guarantors (Balance Sheet) (Details) (USD $)
Dec. 31, 2013
Apr. 15, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Guarantor Obligations [Line Items]
 
 
 
 
 
Noncontrolling Interest, Ownership Percentage by Parent
92.20% 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$ 393,000 
 
$ 576,000 
$ 871,000 
$ 63,000 
Accounts receivable
6,822,000 
 
1,958,000 
 
 
Unbilled revenue
22,005,000 
 
21,512,000 
 
 
Risk management assets
473,000 
 
969,000 
 
 
Other current assets
7,497,000 
 
3,226,000 
 
 
Assets Held-for-sale, Current
1,268,000 
 
0 
 
 
Total current assets
38,458,000 
 
28,241,000 
 
 
Property, plant and equipment, net
312,510,000 
 
223,819,000 
 
 
Investment in subsidiaries
0 
 
0 
 
 
Other assets, net
9,064,000 
 
4,636,000 
 
 
Assets Held-for-sale, Other, Noncurrent
1,914,000 
 
0 
 
 
Total assets
382,075,000 
 
256,696,000 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
3,261,000 
 
5,527,000 
 
 
Accrued gas purchases
16,394,000 
 
17,034,000 
 
 
Accrued expenses and other current liabilities
15,058,000 
 
9,619,000 
 
 
Total current liabilities
38,290,000 
 
32,180,000 
 
 
Other liabilities
191,000 
 
309,000 
 
 
Long-term debt
130,735,000 
 
128,285,000 
 
 
Total liabilities
208,797,000 
 
169,093,000 
 
 
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests
94,811,000 
90,000,000 
0 
 
 
Total partners' capital
73,839,000 
 
80,165,000 
 
 
Noncontrolling interest
4,628,000 
 
7,438,000 
 
 
Total equity
78,467,000 
 
87,603,000 
 
 
Total liabilities and partners' capital
382,075,000 
 
256,696,000 
 
 
Notes Receivable, Related Parties, Noncurrent
0 
 
 
 
 
Goodwill
16,447,000 
 
0 
 
 
Intangible Assets, Net (Excluding Goodwill)
3,682,000 
 
0 
 
 
Accrued expenses
5,906,000 
 
6,519,000 
 
 
Accrued Liabilities and Other Liabilities
15,058,000 
 
9,619,000 
 
 
Long-term Debt, Current Maturities
2,048,000 
 
0 
 
 
Derivative Liabilities, Current
423,000 
 
0 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,106,000 
 
0 
 
 
Derivative Liabilities, Noncurrent
101,000 
 
0 
 
 
Asset Retirement Obligation
34,636,000 
 
8,319,000 
8,093,000 
 
Deferred Tax Liabilities, Net
4,749,000 
 
0 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
95,000 
 
0 
 
 
Parent [Member]
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
1,000 
 
1,000 
1,000 
 
Accounts receivable
0 
 
0 
 
 
Unbilled revenue
0 
 
0 
 
 
Risk management assets
0 
 
0 
 
 
Other current assets
84,000 
 
0 
 
 
Assets Held-for-sale, Current
0 
 
 
 
 
Total current assets
85,000 
 
1,000 
 
 
Property, plant and equipment, net
0 
 
0 
 
 
Investment in subsidiaries
142,758,000 
 
80,164,000 
 
 
Other assets, net
0 
 
0 
 
 
Assets Held-for-sale, Other, Noncurrent
0 
 
 
 
 
Total assets
170,158,000 
 
80,165,000 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
30,000 
 
0 
 
 
Accrued gas purchases
0 
 
0 
 
 
Accrued expenses and other current liabilities
 
 
0 
 
 
Total current liabilities
1,508,000 
 
0 
 
 
Other liabilities
0 
 
0 
 
 
Long-term debt
0 
 
0 
 
 
Total liabilities
1,508,000 
 
0 
 
 
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests
94,811,000 
 
 
 
 
Total partners' capital
73,839,000 
 
80,165,000 
 
 
Noncontrolling interest
0 
 
0 
 
 
Total equity
73,839,000 
 
80,165,000 
 
 
Total liabilities and partners' capital
170,158,000 
 
80,165,000 
 
 
Notes Receivable, Related Parties, Noncurrent
27,315,000 
 
 
 
 
Goodwill
0 
 
 
 
 
Intangible Assets, Net (Excluding Goodwill)
0 
 
 
 
 
Accrued expenses
1,478,000 
 
 
 
 
Long-term Debt, Current Maturities
0 
 
 
 
 
Derivative Liabilities, Current
0 
 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
0 
 
 
 
 
Derivative Liabilities, Noncurrent
0 
 
 
 
 
Asset Retirement Obligation
0 
 
0 
 
 
Deferred Tax Liabilities, Net
0 
 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
0 
 
 
 
 
Guarantor Subsidiaries [Member]
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
392,000 
 
575,000 
870,000 
 
Accounts receivable
4,461,000 
 
1,612,000 
 
 
Unbilled revenue
17,325,000 
 
18,102,000 
 
 
Risk management assets
473,000 
 
969,000 
 
 
Other current assets
6,942,000 
 
2,967,000 
 
 
Assets Held-for-sale, Current
1,268,000 
 
 
 
 
Total current assets
30,861,000 
 
24,225,000 
 
 
Property, plant and equipment, net
254,465,000 
 
165,001,000 
 
 
Investment in subsidiaries
57,750,000 
 
51,613,000 
 
 
Other assets, net
8,321,000 
 
4,636,000 
 
 
Assets Held-for-sale, Other, Noncurrent
1,914,000 
 
 
 
 
Total assets
373,440,000 
 
245,475,000 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
2,902,000 
 
5,100,000 
 
 
Accrued gas purchases
13,290,000 
 
14,606,000 
 
 
Accrued expenses and other current liabilities
 
 
9,150,000 
 
 
Total current liabilities
33,332,000 
 
28,856,000 
 
 
Other liabilities
191,000 
 
309,000 
 
 
Long-term debt
158,050,000 
 
128,285,000 
 
 
Total liabilities
230,682,000 
 
165,311,000 
 
 
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests
0 
 
 
 
 
Total partners' capital
142,758,000 
 
80,164,000 
 
 
Noncontrolling interest
0 
 
0 
 
 
Total equity
142,758,000 
 
80,164,000 
 
 
Total liabilities and partners' capital
373,440,000 
 
245,475,000 
 
 
Notes Receivable, Related Parties, Noncurrent
0 
 
 
 
 
Goodwill
16,447,000 
 
 
 
 
Intangible Assets, Net (Excluding Goodwill)
3,682,000 
 
 
 
 
Accrued expenses
13,563,000 
 
 
 
 
Long-term Debt, Current Maturities
2,048,000 
 
 
 
 
Derivative Liabilities, Current
423,000 
 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
1,106,000 
 
 
 
 
Derivative Liabilities, Noncurrent
101,000 
 
 
 
 
Asset Retirement Obligation
34,164,000 
 
7,861,000 
 
 
Deferred Tax Liabilities, Net
4,749,000 
 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
95,000 
 
 
 
 
Non-Guarantor Subsidiaries [Member]
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
0 
 
0 
0 
 
Accounts receivable
2,361,000 
 
346,000 
 
 
Unbilled revenue
4,680,000 
 
3,410,000 
 
 
Risk management assets
0 
 
0 
 
 
Other current assets
555,000 
 
259,000 
 
 
Assets Held-for-sale, Current
0 
 
 
 
 
Total current assets
7,596,000 
 
4,015,000 
 
 
Property, plant and equipment, net
58,045,000 
 
58,818,000 
 
 
Investment in subsidiaries
0 
 
0 
 
 
Other assets, net
743,000 
 
0 
 
 
Assets Held-for-sale, Other, Noncurrent
0 
 
 
 
 
Total assets
66,384,000 
 
62,833,000 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
329,000 
 
427,000 
 
 
Accrued gas purchases
3,104,000 
 
2,428,000 
 
 
Accrued expenses and other current liabilities
 
 
469,000 
 
 
Total current liabilities
3,534,000 
 
3,324,000 
 
 
Other liabilities
0 
 
0 
 
 
Long-term debt
0 
 
0 
 
 
Total liabilities
4,006,000 
 
3,782,000 
 
 
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests
0 
 
 
 
 
Total partners' capital
57,750,000 
 
51,613,000 
 
 
Noncontrolling interest
4,628,000 
 
7,438,000 
 
 
Total equity
62,378,000 
 
59,051,000 
 
 
Total liabilities and partners' capital
66,384,000 
 
62,833,000 
 
 
Notes Receivable, Related Parties, Noncurrent
0 
 
 
 
 
Goodwill
0 
 
 
 
 
Intangible Assets, Net (Excluding Goodwill)
0 
 
 
 
 
Accrued expenses
101,000 
 
 
 
 
Long-term Debt, Current Maturities
0 
 
 
 
 
Derivative Liabilities, Current
0 
 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
0 
 
 
 
 
Derivative Liabilities, Noncurrent
0 
 
 
 
 
Asset Retirement Obligation
472,000 
 
458,000 
 
 
Deferred Tax Liabilities, Net
0 
 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
0 
 
 
 
 
Consolidation Adjustments [Member]
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
0 
 
0 
0 
 
Accounts receivable
0 
 
0 
 
 
Unbilled revenue
0 
 
0 
 
 
Risk management assets
0 
 
0 
 
 
Other current assets
(84,000)
 
0 
 
 
Assets Held-for-sale, Current
0 
 
 
 
 
Total current assets
(84,000)
 
0 
 
 
Property, plant and equipment, net
0 
 
0 
 
 
Investment in subsidiaries
(200,508,000)
 
(131,777,000)
 
 
Other assets, net
0 
 
0 
 
 
Assets Held-for-sale, Other, Noncurrent
0 
 
 
 
 
Total assets
(227,907,000)
 
(131,777,000)
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
0 
 
0 
 
 
Accrued gas purchases
0 
 
0 
 
 
Accrued expenses and other current liabilities
 
 
0 
 
 
Total current liabilities
(84,000)
 
0 
 
 
Other liabilities
0 
 
0 
 
 
Long-term debt
(27,315,000)
 
0 
 
 
Total liabilities
(27,399,000)
 
0 
 
 
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests
0 
 
 
 
 
Total partners' capital
(200,508,000)
 
(131,777,000)
 
 
Noncontrolling interest
0 
 
0 
 
 
Total equity
(200,508,000)
 
(131,777,000)
 
 
Total liabilities and partners' capital
(227,907,000)
 
(131,777,000)
 
 
Notes Receivable, Related Parties, Noncurrent
(27,315,000)
 
 
 
 
Goodwill
0 
 
 
 
 
Intangible Assets, Net (Excluding Goodwill)
0 
 
 
 
 
Accrued expenses
(84,000)
 
 
 
 
Long-term Debt, Current Maturities
0 
 
 
 
 
Derivative Liabilities, Current
0 
 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Current
0 
 
 
 
 
Derivative Liabilities, Noncurrent
0 
 
 
 
 
Asset Retirement Obligation
0 
 
0 
 
 
Deferred Tax Liabilities, Net
0 
 
 
 
 
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent
$ 0 
 
 
 
 
Subsidiary Guarantors (Statement of Operations) (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax
$ (489,000)
$ 91,000 
$ (1,930,000)
$ 73,000 
$ 225,000 
$ (12,000)
$ 75,000 
$ 31,000 
$ (2,255,000)
$ 319,000 
$ 332,000 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
292,626,000 
194,843,000 
233,169,000 
Unrealized gain (loss) on commodity derivatives
 
 
 
 
 
 
 
 
28,000 
3,400,000 
(2,452,000)
Total revenue
76,108,000 
79,536,000 
77,608,000 
59,402,000 
56,663,000 
53,401,000 
43,322,000 
44,857,000 
292,654,000 
198,243,000 
227,719,000 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
 
 
 
 
 
 
 
 
214,149,000 
145,172,000 
187,398,000 
Direct operating expenses
 
 
 
 
 
 
 
 
29,553,000 
16,798,000 
11,419,000 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
21,402,000 
14,309,000 
11,082,000 
Equity compensation expense
 
 
 
 
 
 
 
 
2,094,000 
1,783,000 
3,357,000 
Depreciation and accretion expense
 
 
 
 
 
 
 
 
25,900,000 
21,400,000 
 
Gain (loss) on involuntary conversion of property, plant and equipment
 
 
 
400,000 
 
 
 
 
343,000 
(1,021,000)
0 
Gain on sale of assets, net
 
 
 
 
 
 
 
 
0 
123,000 
399,000 
Gain on sale of assets, including discontinued operations
 
 
 
 
 
 
 
 
(75,000)
128,000 
 
Impairment of Long-Lived Assets Held-for-use
(3,000,000)
 
(15,200,000)
(100,000)
 
 
 
 
(18,155,000)
0 
0 
Operating (loss) income
(2,625,000)
(210,000)
(17,780,000)
(1,740,000)
(4,982,000)
(2,513,000)
3,077,000 
2,417,000 
(22,355,000)
(2,001,000)
(7,522,000)
Other Income (expenses):
 
 
 
 
 
 
 
 
 
 
 
Earnings from consolidated affiliates
 
 
 
 
 
 
 
 
0 
0 
 
Interest expense
 
 
 
 
 
 
 
 
9,291,000 
4,570,000 
4,508,000 
Net loss
 
 
 
 
 
 
 
 
(33,406,000)
(6,252,000)
(11,698,000)
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
633,000 
256,000 
 
Net income attributable to noncontrolling interests
100,000 
190,000 
188,000 
155,000 
7,000 
249,000 
0 
0 
 
 
 
Net loss attributable to the Partnership
(5,641,000)
(2,731,000)
(22,114,000)
(3,553,000)
(6,251,000)
(4,275,000)
2,327,000 
1,691,000 
(34,039,000)
(6,508,000)
(11,698,000)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest
(5,052,000)
(2,632,000)
(19,996,000)
(3,471,000)
(6,469,000)
(4,014,000)
2,252,000 
1,660,000 
(31,151,000)
(6,571,000)
(12,030,000)
Depreciation, Depletion and Amortization
 
 
 
 
 
 
 
 
29,999,000 
21,284,000 
20,449,000 
Total operating expenses
 
 
 
 
 
 
 
 
297,197,000 
199,346,000 
236,205,000 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
 
 
 
 
 
 
 
 
(31,646,000)
(6,571,000)
(12,030,000)
Income Tax Expense (Benefit), Continuing Operations
 
 
 
 
 
 
 
 
495,000 
0 
0 
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
 
 
 
 
 
 
 
 
 
(64,000)
359,000 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
(33,653,000)
(6,316,000)
(11,339,000)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
 
 
 
 
 
 
 
 
(34,286,000)
(6,572,000)
(11,339,000)
Parent [Member]
 
 
 
 
 
 
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax
 
 
 
 
 
 
 
 
0 
0 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
0 
0 
 
Unrealized gain (loss) on commodity derivatives
 
 
 
 
 
 
 
 
0 
0 
 
Total revenue
 
 
 
 
 
 
 
 
0 
0 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
 
 
 
 
 
 
 
 
0 
0 
 
Direct operating expenses
 
 
 
 
 
 
 
 
0 
0 
 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
0 
0 
 
Equity compensation expense
 
 
 
 
 
 
 
 
0 
0 
 
Depreciation and accretion expense
 
 
 
 
 
 
 
 
0 
0 
 
Gain (loss) on involuntary conversion of property, plant and equipment
 
 
 
 
 
 
 
 
0 
0 
 
Gain on sale of assets, net
 
 
 
 
 
 
 
 
 
   
 
Impairment of Long-Lived Assets Held-for-use
 
 
 
 
 
 
 
 
0 
 
 
Operating (loss) income
 
 
 
 
 
 
 
 
0 
0 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
 
 
Earnings from consolidated affiliates
 
 
 
 
 
 
 
 
(34,123,000)
(6,508,000)
 
Interest expense
 
 
 
 
 
 
 
 
84,000 
0 
 
Net loss
 
 
 
 
 
 
 
 
(34,039,000)
(6,508,000)
 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
0 
0 
 
Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
(34,039,000)
(6,508,000)
 
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
(34,039,000)
(6,508,000)
 
Total operating expenses
 
 
 
 
 
 
 
 
0 
0 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
 
 
 
 
 
 
 
 
(34,039,000)
 
 
Income Tax Expense (Benefit), Continuing Operations
 
 
 
 
 
 
 
 
0 
 
 
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
 
 
 
 
 
 
 
 
(247,000)
(64,000)
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
(34,286,000)
(6,572,000)
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
 
 
 
 
 
 
 
 
(34,286,000)
(6,572,000)
 
Guarantor Subsidiaries [Member]
 
 
 
 
 
 
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax
 
 
 
 
 
 
 
 
(2,255,000)
319,000 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
242,395,000 
170,569,000 
 
Unrealized gain (loss) on commodity derivatives
 
 
 
 
 
 
 
 
(369,000)
3,400,000 
 
Total revenue
 
 
 
 
 
 
 
 
242,026,000 
173,969,000 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
 
 
 
 
 
 
 
 
175,551,000 
126,649,000 
 
Direct operating expenses
 
 
 
 
 
 
 
 
25,180,000 
13,895,000 
 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
21,402,000 
14,309,000 
 
Equity compensation expense
 
 
 
 
 
 
 
 
2,094,000 
1,783,000 
 
Depreciation and accretion expense
 
 
 
 
 
 
 
 
28,338,000 
20,474,000 
 
Gain (loss) on involuntary conversion of property, plant and equipment
 
 
 
 
 
 
 
 
343,000 
(1,021,000)
 
Gain on sale of assets, net
 
 
 
 
 
 
 
 
 
123,000 
 
Impairment of Long-Lived Assets Held-for-use
 
 
 
 
 
 
 
 
(18,155,000)
 
 
Operating (loss) income
 
 
 
 
 
 
 
 
(28,351,000)
(4,039,000)
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
 
 
Earnings from consolidated affiliates
 
 
 
 
 
 
 
 
5,363,000 
1,782,000 
 
Interest expense
 
 
 
 
 
 
 
 
9,375,000 
4,570,000 
 
Net loss
 
 
 
 
 
 
 
 
(34,123,000)
(6,508,000)
 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
0 
0 
 
Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
(34,123,000)
(6,508,000)
 
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
(31,868,000)
(6,827,000)
 
Total operating expenses
 
 
 
 
 
 
 
 
252,565,000 
177,110,000 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
 
 
 
 
 
 
 
 
(32,363,000)
 
 
Income Tax Expense (Benefit), Continuing Operations
 
 
 
 
 
 
 
 
495,000 
 
 
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
 
 
 
 
 
 
 
 
(247,000)
(64,000)
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
(34,370,000)
(6,572,000)
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
 
 
 
 
 
 
 
 
(34,370,000)
(6,572,000)
 
Non-Guarantor Subsidiaries [Member]
 
 
 
 
 
 
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax
 
 
 
 
 
 
 
 
0 
0 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
 
25,441,000 
 
Unrealized gain (loss) on commodity derivatives
 
 
 
 
 
 
 
 
397,000 
0 
 
Total revenue
 
 
 
 
 
 
 
 
56,477,000 
25,441,000 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
 
 
 
 
 
 
 
 
44,447,000 
19,690,000 
 
Direct operating expenses
 
 
 
 
 
 
 
 
4,373,000 
2,903,000 
 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
0 
0 
 
Equity compensation expense
 
 
 
 
 
 
 
 
0 
0 
 
Depreciation and accretion expense
 
 
 
 
 
 
 
 
1,661,000 
810,000 
 
Gain (loss) on involuntary conversion of property, plant and equipment
 
 
 
 
 
 
 
 
0 
0 
 
Gain on sale of assets, net
 
 
 
 
 
 
 
 
 
   
 
Impairment of Long-Lived Assets Held-for-use
 
 
 
 
 
 
 
 
0 
 
 
Operating (loss) income
 
 
 
 
 
 
 
 
5,996,000 
2,038,000 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
 
 
Earnings from consolidated affiliates
 
 
 
 
 
 
 
 
0 
0 
 
Interest expense
 
 
 
 
 
 
 
 
0 
0 
 
Net loss
 
 
 
 
 
 
 
 
5,996,000 
2,038,000 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
633,000 
256,000 
 
Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
 
1,782,000 
 
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
5,996,000 
2,038,000 
 
Total operating expenses
 
 
 
 
 
 
 
 
50,481,000 
23,403,000 
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
 
 
 
 
 
 
 
 
5,996,000 
 
 
Income Tax Expense (Benefit), Continuing Operations
 
 
 
 
 
 
 
 
0 
 
 
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
 
 
 
 
 
 
 
 
0 
0 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
5,996,000 
2,038,000 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
 
 
 
 
 
 
 
 
5,363,000 
1,782,000 
 
Consolidation Adjustments [Member]
 
 
 
 
 
 
 
 
 
 
 
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax
 
 
 
 
 
 
 
 
0 
0 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
(5,849,000)
(1,167,000)
 
Unrealized gain (loss) on commodity derivatives
 
 
 
 
 
 
 
 
0 
0 
 
Total revenue
 
 
 
 
 
 
 
 
(5,849,000)
(1,167,000)
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
 
 
 
 
 
 
 
 
(5,849,000)
(1,167,000)
 
Direct operating expenses
 
 
 
 
 
 
 
 
0 
0 
 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
0 
0 
 
Equity compensation expense
 
 
 
 
 
 
 
 
0 
0 
 
Depreciation and accretion expense
 
 
 
 
 
 
 
 
0 
0 
 
Gain (loss) on involuntary conversion of property, plant and equipment
 
 
 
 
 
 
 
 
0 
0 
 
Gain on sale of assets, net
 
 
 
 
 
 
 
 
 
   
 
Impairment of Long-Lived Assets Held-for-use
 
 
 
 
 
 
 
 
0 
 
 
Operating (loss) income
 
 
 
 
 
 
 
 
0 
0 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
 
 
Earnings from consolidated affiliates
 
 
 
 
 
 
 
 
28,760,000 
4,726,000 
 
Interest expense
 
 
 
 
 
 
 
 
0 
0 
 
Net loss
 
 
 
 
 
 
 
 
28,760,000 
4,726,000 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
0 
0 
 
Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
28,760,000 
4,726,000 
 
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
28,760,000 
4,726,000 
 
Total operating expenses
 
 
 
 
 
 
 
 
(5,849,000)
(1,167,000)
 
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
 
 
 
 
 
 
 
 
28,760,000 
 
 
Income Tax Expense (Benefit), Continuing Operations
 
 
 
 
 
 
 
 
0 
 
 
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
 
 
 
 
 
 
 
 
247,000 
64,000 
 
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
29,007,000 
4,790,000 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
 
 
 
 
 
 
 
 
29,007,000 
4,790,000 
 
Total Partners Capital
 
 
 
 
 
 
 
 
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
633,000 
 
 
Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
(34,039,000)
(6,508,000)
(11,698,000)
Unrealized (loss) gain on post retirement benefit plan assets and liabilities
 
 
 
 
 
 
 
 
(247,000)
 
 
Noncontrolling Interest
 
 
 
 
 
 
 
 
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
 
 
 
 
 
 
633,000 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
 
 
0 
Chatom processing, gathering and fractionation plant [Member] |
Non-Guarantor Subsidiaries [Member]
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
56,080,000 
246,342,000 
 
Other Income (expenses):
 
 
 
 
 
 
 
 
 
 
 
Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
$ 5,363,000 
$ (4,319,000)
 
Subsidiary Guarantors (Statement of Cash Flows) (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
 
 
 
Net Cash Provided by (Used in) Operating Activities
$ 17,223,000 
$ 18,348,000 
$ 10,432,000 
Payments to Acquire Businesses, Net of Cash Acquired
 
(51,377,000)
 
Payments to Acquire Property, Plant, and Equipment
(27,196,000)
(11,705,000)
(6,369,000)
Proceeds from disposals of property, plant and equipment
500,000 
128,000 
125,000 
Cash flows from investing activities
482,000 
527,000 
0 
Increase (Decrease) in Restricted Cash
(2,000,000)
0 
0 
Proceeds from Contributions from Affiliates, Investing Activities
0 
0 
 
Payments of Distributions to Affiliates, Investing Activities
0 
0 
 
Cost of acquisitions, net of cash acquired
(28,214,000)
(62,427,000)
(41,744,000)
Proceeds from Contributions from Affiliates
0 
0 
 
Payments of Distributions to Affiliates
0 
0 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
54,853,000 
0 
69,085,000 
Proceeds from disposal of property, plant and equipment
13,075,000 
13,000 
0 
Distribution Made to Member or Limited Partner, Cash Distributions Paid
(16,120,000)
(16,070,000)
(43,546,000)
Proceeds from Issuance of Convertible Preferred Units
14,393,000 
0 
0 
Partners' Capital Account, Distributions
(27,650,000)
322,000 
864,000 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
(752,000)
0 
0 
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders
(661,000)
(225,000)
0 
Unit holder contributions
(630,000)
(385,000)
(215,000)
Payments of Debt Issuance Costs
(2,113,000)
(1,564,000)
(2,489,000)
Repayments of Notes Payable
2,640,000 
0 
615,000 
Repayments of Related Party Debt
(20,000,000)
0 
0 
Proceeds From Loans Payable
3,795,000 
0 
0 
Repayments of Other Debt
(34,730,000)
0 
0 
Proceeds from Other Debt
27,546,000 
0 
0 
Payments on long-term debt
(131,571,000)
(59,230,000)
(120,670,000)
Proceeds from Issuance of Long-term Debt
134,021,000 
121,245,000 
130,570,000 
Deferred debt issuance costs
10,816,000 
43,784,000 
32,120,000 
Cash and Cash Equivalents, Period Increase (Decrease)
(175,000)
(295,000)
808,000 
Cash and cash equivalents
393,000 
576,000 
871,000 
Cash and cash equivalents, including discontinued operations
401,000 
576,000 
 
Interest Paid
6,416,000 
3,185,000 
3,349,000 
Capital Expenditures Incurred but Not yet Paid
(5,181,000)
(6,968,000)
(75,000)
Partners' Capital Account, Distributions to Existing Interest
15,612,000 
0 
0 
Accrued Unitholder Distributions
4,811,000 
0 
0 
Other Current Assets Includes Receivables For Construction in Progress
0 
141,000 
872,000 
Parent [Member]
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Net Cash Provided by (Used in) Operating Activities
0 
0 
 
Payments to Acquire Businesses, Net of Cash Acquired
 
0 
 
Payments to Acquire Property, Plant, and Equipment
0 
0 
 
Proceeds from disposals of property, plant and equipment
0 
0 
 
Cash flows from investing activities
0 
0 
 
Increase (Decrease) in Restricted Cash
0 
 
 
Proceeds from Contributions from Affiliates, Investing Activities
43,770,000 
16,070,000 
 
Payments of Distributions to Affiliates, Investing Activities
(82,321,000)
(13,000)
 
Cost of acquisitions, net of cash acquired
(38,551,000)
16,057,000 
 
Proceeds from Contributions from Affiliates
0 
0 
 
Payments of Distributions to Affiliates
0 
0 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
54,853,000 
 
 
Proceeds from disposal of property, plant and equipment
13,075,000 
13,000 
 
Distribution Made to Member or Limited Partner, Cash Distributions Paid
(16,120,000)
(16,070,000)
 
Proceeds from Issuance of Convertible Preferred Units
14,393,000 
 
 
Partners' Capital Account, Distributions
(27,650,000)
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
0 
 
 
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders
0 
0 
 
Unit holder contributions
0 
0 
 
Payments of Debt Issuance Costs
0 
0 
 
Repayments of Notes Payable
0 
 
 
Repayments of Related Party Debt
0 
 
 
Proceeds From Loans Payable
0 
 
 
Repayments of Other Debt
0 
 
 
Proceeds from Other Debt
0 
 
 
Payments on long-term debt
0 
0 
 
Proceeds from Issuance of Long-term Debt
0 
0 
 
Deferred debt issuance costs
38,551,000 
(16,057,000)
 
Cash and Cash Equivalents, Period Increase (Decrease)
0 
0 
 
Cash and cash equivalents
1,000 
1,000 
1,000 
Cash and cash equivalents, including discontinued operations
1,000 
1,000 
 
Interest Paid
0 
0 
 
Capital Expenditures Incurred but Not yet Paid
0 
0 
 
Partners' Capital Account, Distributions to Existing Interest
15,612,000 
 
 
Accrued Unitholder Distributions
4,811,000 
 
 
Other Current Assets Includes Receivables For Construction in Progress
 
0 
 
Guarantor Subsidiaries [Member]
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Quantifying Misstatement in Current Year Financial Statements, Amount
 
100,000 
 
Net Cash Provided by (Used in) Operating Activities
13,681,000 
16,310,000 
 
Payments to Acquire Businesses, Net of Cash Acquired
 
(51,377,000)
 
Payments to Acquire Property, Plant, and Equipment
(26,322,000)
(10,870,000)
 
Proceeds from disposals of property, plant and equipment
500,000 
128,000 
 
Cash flows from investing activities
482,000 
527,000 
 
Increase (Decrease) in Restricted Cash
(2,000,000)
 
 
Proceeds from Contributions from Affiliates, Investing Activities
0 
0 
 
Payments of Distributions to Affiliates, Investing Activities
0 
0 
 
Cost of acquisitions, net of cash acquired
(27,340,000)
(61,592,000)
 
Proceeds from Contributions from Affiliates
82,321,000 
13,000 
 
Payments of Distributions to Affiliates
(42,515,000)
(15,092,000)
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
Proceeds from disposal of property, plant and equipment
0 
0 
 
Distribution Made to Member or Limited Partner, Cash Distributions Paid
0 
0 
 
Proceeds from Issuance of Convertible Preferred Units
0 
 
 
Partners' Capital Account, Distributions
0 
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
0 
 
 
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders
0 
0 
 
Unit holder contributions
(630,000)
(385,000)
 
Payments of Debt Issuance Costs
(2,113,000)
(1,564,000)
 
Repayments of Notes Payable
2,640,000 
 
 
Repayments of Related Party Debt
(20,000,000)
 
 
Proceeds From Loans Payable
3,795,000 
 
 
Repayments of Other Debt
(34,730,000)
 
 
Proceeds from Other Debt
27,546,000 
 
 
Payments on long-term debt
(131,571,000)
(59,230,000)
 
Proceeds from Issuance of Long-term Debt
134,021,000 
121,245,000 
 
Deferred debt issuance costs
13,484,000 
44,987,000 
 
Cash and Cash Equivalents, Period Increase (Decrease)
(175,000)
(295,000)
 
Cash and cash equivalents
392,000 
575,000 
870,000 
Cash and cash equivalents, including discontinued operations
400,000 
575,000 
 
Interest Paid
6,416,000 
3,185,000 
 
Capital Expenditures Incurred but Not yet Paid
(5,181,000)
(6,968,000)
 
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed)
0 
 
 
Partners' Capital Account, Distributions to Existing Interest
0 
 
 
Accrued Unitholder Distributions
0 
 
 
Other Current Assets Includes Receivables For Construction in Progress
 
141,000 
 
Non-Guarantor Subsidiaries [Member]
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Net Cash Provided by (Used in) Operating Activities
3,542,000 
2,038,000 
 
Payments to Acquire Businesses, Net of Cash Acquired
 
0 
 
Payments to Acquire Property, Plant, and Equipment
(874,000)
(835,000)
 
Proceeds from disposals of property, plant and equipment
0 
0 
 
Cash flows from investing activities
0 
0 
 
Increase (Decrease) in Restricted Cash
0 
 
 
Proceeds from Contributions from Affiliates, Investing Activities
0 
0 
 
Payments of Distributions to Affiliates, Investing Activities
0 
0 
 
Cost of acquisitions, net of cash acquired
(874,000)
(835,000)
 
Proceeds from Contributions from Affiliates
0 
0 
 
Payments of Distributions to Affiliates
(1,255,000)
(978,000)
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
Proceeds from disposal of property, plant and equipment
0 
0 
 
Distribution Made to Member or Limited Partner, Cash Distributions Paid
0 
0 
 
Proceeds from Issuance of Convertible Preferred Units
0 
 
 
Partners' Capital Account, Distributions
0 
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
(752,000)
 
 
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders
(661,000)
(225,000)
 
Unit holder contributions
0 
0 
 
Payments of Debt Issuance Costs
0 
0 
 
Repayments of Notes Payable
0 
 
 
Repayments of Related Party Debt
0 
 
 
Proceeds From Loans Payable
0 
 
 
Repayments of Other Debt
0 
 
 
Proceeds from Other Debt
0 
 
 
Payments on long-term debt
0 
0 
 
Proceeds from Issuance of Long-term Debt
0 
0 
 
Deferred debt issuance costs
(2,668,000)
(1,203,000)
 
Cash and Cash Equivalents, Period Increase (Decrease)
0 
0 
 
Cash and cash equivalents
0 
0 
0 
Cash and cash equivalents, including discontinued operations
0 
0 
 
Interest Paid
0 
0 
 
Capital Expenditures Incurred but Not yet Paid
0 
0 
 
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed)
0 
 
 
Partners' Capital Account, Distributions to Existing Interest
0 
 
 
Accrued Unitholder Distributions
0 
 
 
Other Current Assets Includes Receivables For Construction in Progress
 
0 
 
Consolidation Adjustments [Member]
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Net Cash Provided by (Used in) Operating Activities
0 
0 
 
Payments to Acquire Businesses, Net of Cash Acquired
 
0 
 
Payments to Acquire Property, Plant, and Equipment
0 
0 
 
Proceeds from disposals of property, plant and equipment
0 
0 
 
Cash flows from investing activities
0 
0 
 
Increase (Decrease) in Restricted Cash
0 
 
 
Proceeds from Contributions from Affiliates, Investing Activities
(43,770,000)
(16,070,000)
 
Payments of Distributions to Affiliates, Investing Activities
82,321,000 
(13,000)
 
Cost of acquisitions, net of cash acquired
38,551,000 
(16,057,000)
 
Proceeds from Contributions from Affiliates
(82,321,000)
(13,000)
 
Payments of Distributions to Affiliates
43,770,000 
16,070,000 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
0 
 
 
Proceeds from disposal of property, plant and equipment
0 
0 
 
Distribution Made to Member or Limited Partner, Cash Distributions Paid
0 
0 
 
Proceeds from Issuance of Convertible Preferred Units
0 
 
 
Partners' Capital Account, Distributions
0 
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
0 
 
 
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders
0 
0 
 
Unit holder contributions
0 
0 
 
Payments of Debt Issuance Costs
0 
0 
 
Repayments of Notes Payable
0 
 
 
Repayments of Related Party Debt
0 
 
 
Proceeds From Loans Payable
0 
 
 
Repayments of Other Debt
0 
 
 
Proceeds from Other Debt
0 
 
 
Payments on long-term debt
0 
0 
 
Proceeds from Issuance of Long-term Debt
0 
0 
 
Deferred debt issuance costs
(38,551,000)
16,057,000 
 
Cash and Cash Equivalents, Period Increase (Decrease)
0 
0 
 
Cash and cash equivalents
0 
0 
0 
Cash and cash equivalents, including discontinued operations
0 
0 
 
Interest Paid
0 
0 
 
Capital Expenditures Incurred but Not yet Paid
0 
0 
 
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed)
0 
 
 
Partners' Capital Account, Distributions to Existing Interest
0 
 
 
Accrued Unitholder Distributions
0 
 
 
Other Current Assets Includes Receivables For Construction in Progress
 
0 
 
ArcLight [Member]
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed)
59,995,000 
0 
0 
Blackwater [Member]
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed)
22,121,000 
0 
0 
ArcLight [Member] |
Parent [Member]
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed)
59,995,000 
 
 
Blackwater [Member] |
Parent [Member]
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed)
$ 22,121,000 
 
 
Liquidity (Details) (USD $)
12 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2013
Maximum [Member]
Dec. 31, 2012
Maximum [Member]
Dec. 31, 2013
Eurodollar [Member]
Dec. 31, 2012
Debt Instrument, Third Amendment [Member]
Dec. 31, 2013
Fourth Amendment [Member]
Eurodollar [Member]
Minimum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Dec. 31, 2013
Fourth Amendment [Member]
Eurodollar [Member]
Maximum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Dec. 31, 2013
Fourth Amendment [Member]
Base Rate [Member]
Minimum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Dec. 31, 2013
Fourth Amendment [Member]
Base Rate [Member]
Maximum [Member]
Fiscal Quarter Ending December 31, 2014 [Member]
Apr. 15, 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]
Dec. 17, 2013
Blackwater [Member]
Dec. 31, 2013
General Partner [Member]
Dec. 31, 2012
General Partner [Member]
Sep. 30, 2013
General Partner [Member]
ArcLight [Member]
Dec. 31, 2013
General Partner [Member]
Blackwater [Member]
Apr. 15, 2013
Series A [Member]
Repayment of Debt [Member]
Revolving Credit Facility [Member]
Fourth Amendment [Member]
Liquidity Disclosures [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available liquidity: cash on hand and unused credit
$ 64,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
393,000 
576,000 
871,000 
63,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leverage ratio requirement
 
 
 
 
 
 
 
4.00 
 
 
 
 
 
 
5.90 
5.90 
5.75 
5.75 
5.75 
5.50 
5.25 
4.50 
 
 
 
 
 
 
Ratio of indebtedness to net capital
3.70 
5.70 
 
 
5.75 
4,500 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
130,735,000 
128,285,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Facility fee (percent)
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments on long-term debt
131,571,000 
59,230,000 
120,670,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12,500,000 
Line of Credit Facility, Maximum Borrowing Capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,000,000 
 
 
 
 
 
Amount outstanding
130,735,000 
128,285,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Remaining Borrowing Capacity
64,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
 
 
 
2.50% 
4.75% 
1.50% 
3.75% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Amount Outstanding Limit
200,000,000 
 
 
 
 
 
 
 
 
 
 
 
175,000,000 
200,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Contributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 12,500,000 
$ 13,000 
$ 12,500,000 
$ 22,696,000 
 
Subsequent Events (Details) (USD $)
12 Months Ended 3 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Mar. 31, 2014
Subsequent Event [Member]
Jan. 22, 2014
Subsequent Event [Member]
Dec. 31, 2013
Eurodollar [Member]
Apr. 15, 2013
High Point [Member]
AIM Midstream Holdings [Member]
Partnership Interest [Member]
Apr. 15, 2013
Issuance of Preferred Units [Member]
Series A [Member]
High Point [Member]
Apr. 15, 2013
Cash Distribution [Member]
Series A [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
Distribution Made to Member or Limited Partner, Distributions Declared, Per Unit
 
 
 
$ 0.4525 
$ 1.81 
 
 
 
 
Partnership cancellation of subordinated units (percent)
 
 
 
 
 
 
90.00% 
 
 
Contributed capital
 
 
 
 
 
 
 
$ 5,142,857 
 
Payments on long-term debt
$ 131,571,000 
$ 59,230,000 
$ 120,670,000 
 
 
 
 
 
 
Earned and paid (usd per unit)
 
 
 
 
 
 
 
 
$ 0.25 
Facility fee (percent)
 
 
 
 
 
1.00% 
 
 
 
Subsequent Events Subsequent events (Details) (USD $)
3 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended
Mar. 31, 2014
Dec. 31, 2013
Mar. 31, 2014
PVA Assets [Member]
mi
hp
Mar. 31, 2014
Subsequent Event [Member]
Jan. 22, 2014
Subsequent Event [Member]
Mar. 31, 2014
Series B [Member]
Issuance of Preferred Units [Member]
Mar. 31, 2014
Minimum [Member]
PVA Assets [Member]
in
Mar. 31, 2014
Maximum [Member]
PVA Assets [Member]
in
Subsequent Event [Line Items]
 
 
 
 
 
 
 
 
Diameters Length Ranging
 
 
 
 
 
 
4 
8 
Compressor Stations Compression Capacity Horsepower
 
 
9,000 
 
 
 
 
 
Distribution Made to Member or Limited Partner, Distributions Declared, Per Unit
 
 
 
$ 0.4525 
$ 1.81 
 
 
 
Gathering pipeline (miles)
 
 
120 
 
 
 
 
 
Proceeds from Issuance of Convertible Preferred Units
$ 87,300,000 
 
 
 
 
 
 
 
Preferred Units, Contributed Capital
 
 
 
 
 
1,168,225 
 
 
Business Acquisition, Cost of Acquired Entity, Purchase Price
 
$ 6,500,000