AMERICAN MIDSTREAM PARTNERS, LP, 10-Q filed on 11/14/2012
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2012
Nov. 12, 2012
Limited Partner Common Units
Nov. 12, 2012
Limited Partner Subordinated Units
Entity Registrant Name
American Midstream Partners, LP 
 
 
Entity Central Index Key
0001513965 
 
 
Document Type
10-Q 
 
 
Document Period End Date
Sep. 30, 2012 
 
 
Amendment Flag
false 
 
 
Document Fiscal Year Focus
2012 
 
 
Document Fiscal Period Focus
Q3 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Non-accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
4,623,436 
4,526,066 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Dec. 31, 2011
Current assets
 
 
Cash and cash equivalents
$ 497 
$ 871 
Accounts receivable
1,776 
1,218 
Unbilled revenue
17,603 
19,745 
Risk management assets
1,347 
456 
Other current assets
2,924 
3,323 
Total current assets
24,147 
25,613 
Property, plant and equipment, net
217,552 
170,231 
Risk management assets - long term
207 
0 
Other assets, net
4,520 
3,707 
Total assets
246,426 
199,551 
Current liabilities
 
 
Accounts payable
3,040 
837 
Accrued gas purchases
12,912 
14,715 
Risk management liabilities
0 
635 
Accrued expenses and other current liabilities
5,207 
7,086 
Total current liabilities
21,159 
23,273 
Other liabilities
8,884 
8,612 
Long- term debt
118,650 
66,270 
Total liabilities
148,693 
98,155 
Commitments and contingencies (see Note 12)
   
   
Partners' capital
 
 
General partner interest (185 and 185 thousand units issued and outstanding as of September 30, 2012 and December 31, 2011, respectively)
1,669 
1,091 
Limited partner interest (9108 and 9087 thousand units issued and outstanding as of September 30, 2012 and December 31, 2011, respectively)
88,202 
99,890 
Accumulated other comprehensive income
455 
415 
Total partners’ capital
90,326 
101,396 
Total liabilities and partners’ capital
239,019 
199,551 
Non-controlling interest
7,407 
0 
Total liabilities, partners’ capital and non-controlling interest
$ 246,426 
$ 199,551 
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited)
In Thousands, unless otherwise specified
Sep. 30, 2012
Dec. 31, 2011
Statement of Financial Position [Abstract]
 
 
General partner interest, units issued
185 
185 
General partner interest units,outstanding
185 
185 
Limited partners, units issued
9,108 
9,087 
Limited partner common units, outstanding
9,108 
9,087 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Income Statement [Abstract]
 
 
 
 
Revenue
$ 58,086 
$ 57,005 
$ 148,363 
$ 190,374 
Realized gain (loss) on early termination of commodity derivatives
0 
0 
0 
(2,998)
Unrealized gain (loss) on commodity derivatives
(1,762)
953 
1,732 
(19)
Total revenue
56,324 
57,958 
150,095 
187,357 
Operating expenses:
 
 
 
 
Purchases of natural gas, NGLs and condensate
43,900 
47,359 
107,348 
157,725 
Direct operating expenses
5,264 
3,385 
12,031 
9,548 
Selling, general and administrative expenses
3,679 
2,497 
10,676 
7,649 
Advisory services agreement termination fee
   
(2,500)
0 
(2,500)
Equity compensation expense
474 
331 
1,272 
2,989 
Depreciation and accretion expense
5,536 
5,261 
15,819 
15,468 
(Gain) loss on sale of assets, net
(4)
(586)
(126)
(586)
Total operating expenses
58,849 
60,747 
147,020 
195,293 
Operating income (loss)
(2,525)
(2,789)
3,075 
(7,936)
Other income (expenses):
 
 
 
 
Interest expense
(1,501)
(1,378)
(3,083)
(3,923)
Net income (loss)
(4,026)
(4,167)
(8)
(11,859)
Net income (loss) attributable to non-controlling interests
249 
0 
249 
0 
Net income (loss) attributable to the Partnership
(4,275)
(4,167)
(257)
(11,859)
General partner's interest in net income (loss)
(85)
(83)
(5)
(237)
Limited partner's interest in net income (loss)
$ (4,190)
$ (4,084)
$ (252)
$ (11,622)
Limited partners net income (loss) per unit (basic and diluted) (See Note 9)
(0.46)
(0.53)
(0.03)
(1.85)
Weighted average number of units used in computation of limited partners' net income (loss) per unit (basic and diluted)
9,108 
7,774 
9,103 
6,296 
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Statement of Other Comprehensive Income [Abstract]
 
 
 
 
Net Income (Loss)
$ (4,275)
$ (4,167)
$ (257)
$ (11,859)
Unrealized gains (loss) on post retirement benefit plan assets and liabilities
23 
83 
40 
83 
Comprehensive income (loss)
(4,252)
(4,084)
(217)
(11,776)
Less: Comprehensive income (loss) attributable to non-controlling interest
249 
0 
249 
0 
Comprehensive income attributable to Partnership
$ (4,501)
$ (4,084)
$ (466)
$ (11,776)
Condensed Consolidated Statements of Changes in Partners' Capital (Unaudited) (USD $)
Share data in Thousands
Total
USD ($)
Limited Partner Common Units
Limited Partner Subordinated Units
Limited Partner Interest
USD ($)
General Partner Units
General Partner Interest
USD ($)
Accumulated Other Comprehensive Income
USD ($)
Partner Capital Components
USD ($)
Noncontrolling Interest [Member]
USD ($)
Beginning Balance at Dec. 31, 2010
$ 85,804,000 
 
 
$ 83,624,000 
 
$ 2,124,000 
$ 56,000 
 
$ 0 
Balance, shares at Dec. 31, 2010
 
5,363 
 
 
109 
 
 
 
 
Net income (loss)
(11,859,000)
 
 
(11,622,000)
 
(237,000)
0 
 
0 
Recapitalization
 
(4,602)
4,526 
 
76 
 
 
 
 
Stock Issued During Period, Shares, New Issues
 
3,750 
 
 
 
 
 
 
 
Proceeds from Issuance of Common Stock
69,085,000 
 
 
69,085,000 
 
 
 
 
 
Unit holder distributions
(41,061,000)
 
 
(40,247,000)
 
(814,000)
0 
 
0 
Net Income (Loss) Attributable to Noncontrolling Interest
0 
 
 
 
 
 
 
 
 
LTIP vesting
(2,989,000)
 
 
318,000 
 
(318,000)
 
 
 
LTIP vesting, Shares
 
15 
 
 
 
 
 
 
 
Unit based compensation
1,234,000 
 
 
218,000 
 
1,016,000 
0 
 
0 
Unit based compensation, shares
15,454 
 
 
 
 
 
 
 
 
Adjustments to other post retirement plan assets and liabilities
83,000 
 
 
0 
 
0 
83,000 
 
0 
Ending Balance at Sep. 30, 2011
 
 
 
101,376,000 
 
1,771,000 
139,000 
103,286,000 
0 
Balance, shares at Sep. 30, 2011
4,526 
4,526 
 
 
185 
 
 
 
 
Beginning Balance at Jun. 30, 2011
 
 
 
 
 
 
 
 
 
Net income (loss)
(4,167,000)
 
 
(4,084,000)
 
(83,000)
 
 
 
Net Income (Loss) Attributable to Noncontrolling Interest
0 
 
 
 
 
 
 
 
 
LTIP vesting
(331,000)
 
 
 
 
 
 
 
 
Unit based compensation, shares
0 
 
 
 
 
 
 
 
 
Ending Balance at Sep. 30, 2011
 
 
 
101,376,000 
 
1,771,000 
 
103,286,000 
 
Balance, shares at Sep. 30, 2011
4,526 
 
 
 
 
 
 
 
 
Beginning Balance at Dec. 31, 2011
101,396,000 
 
 
99,890,000 
 
1,091,000 
415,000 
 
0 
Balance, shares at Dec. 31, 2011
 
4,561 
4,526 
 
185 
 
 
 
 
Partners' Capital Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
7,407,000 
Net income (loss)
(8,000)
 
 
(252,000)
 
(5,000)
0 
(257,000)
249,000 
Proceeds from Issuance of Common Stock
0 
 
 
 
 
 
 
 
 
Unit holder contributions
13,000 
 
 
0 
 
13,000 
0 
 
0 
Unit holder distributions
(12,050,000)
 
 
(11,809,000)
 
(241,000)
0 
 
0 
Net Income (Loss) Attributable to Noncontrolling Interest
(249,000)
 
 
0 
 
0 
0 
0 
249,000 
LTIP vesting
(1,272,000)
 
 
(364,000)
 
364,000 
 
 
 
LTIP vesting, Shares
 
20 
 
 
 
 
 
 
 
Tax netting repurchase, shares
 
(4)
 
 
 
 
 
 
 
Tax Netting Repurchase
(88,000)
 
 
(88,000)
 
 
 
 
 
Unit based compensation
1,272,000 
 
 
97,000 
 
1,175,000 
 
 
 
Unit based compensation, shares
24,869 
5 
 
 
 
 
 
 
 
Adjustments to other post retirement plan assets and liabilities
40,000 
 
 
0 
 
0 
40,000 
 
0 
Ending Balance at Sep. 30, 2012
90,326,000 
 
 
88,202,000 
 
1,669,000 
455,000 
90,326,000 
 
Balance, shares at Sep. 30, 2012
 
4,582 
4,526 
 
185 
 
 
 
 
Beginning Balance at Jun. 30, 2012
 
 
 
 
 
 
 
 
 
Net income (loss)
(4,026,000)
 
 
(4,190,000)
 
(85,000)
 
 
 
Net Income (Loss) Attributable to Noncontrolling Interest
(249,000)
 
 
 
 
 
 
 
 
LTIP vesting
(474,000)
 
 
 
 
 
 
 
 
Unit based compensation, shares
0 
 
 
 
 
 
 
 
 
Ending Balance at Sep. 30, 2012
$ 90,326,000 
 
 
$ 88,202,000 
 
$ 1,669,000 
 
 
 
Balance, shares at Sep. 30, 2012
 
 
4,526 
 
185 
 
 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Cash flows from operating activities
 
 
Net income (loss)
$ (8)
$ (11,859)
Adjustments to reconcile net income (loss) to net cash provided (used) in operating activities:
 
 
Depreciation and accretion expense
15,819 
15,468 
Amortization of deferred financing costs
493 
1,121 
Unrealized (gain) loss on derivative contracts
(1,733)
19 
Unit based compensation
1,272 
1,234 
OPEB plan net periodic (benefit) cost
(61)
   
(Gain) loss on sale of assets
(126)
(586)
Changes in operating assets and liabilities, net of effects of assets acquired and liabilities:
 
 
Accounts receivable
(558)
(536)
Unbilled Revenue
6,677 
4,108 
Risk management assets
   
(670)
Other current assets
1,285 
(173)
Other assets, net
(65)
33 
Accounts payable
1,396 
(108)
Accrued gas purchases
(5,833)
(3,397)
Accrued expenses and other current liabilities
(1,879)
2,717 
Other liabilities
(203)
(272)
Net cash provided (used) in operating activities
16,476 
7,099 
Cash flows from investing activities
 
 
Cost of acquisition, net of cash acquired
(51,377)
0 
Additions to property, plant and equipment
(4,465)
(4,890)
Proceeds from disposals of property, plant and equipment
126 
125 
Net cash provided (used) in investing activities
(55,716)
(4,765)
Cash flows from financing activities
 
 
Unit holder contributions
13 
   
Unit holder distributions
(12,050)
(41,061)
Net distributions to non-controlling interest owners
(249)
0 
Proceeds upon issuance of common units to public, net of offering costs
0 
69,085 
LTIP tax netting unit repurchase
88 
0 
Payment on other loan
0 
(615)
Deferred debt issuance costs
(1,140)
(2,256)
Payments on long-term debt
(42,310)
(103,870)
Borrowings on long-term debt
94,690 
76,850 
Net cash provided (used) in financing activities
38,866 
(1,867)
Net increase (decrease) in cash and cash equivalents
(374)
467 
Cash and cash equivalents
 
 
Beginning of period
871 
63 
End of period
497 
530 
Supplemental cash flow information
 
 
Interest payments
1,894 
3,201 
Supplemental non-cash information
 
 
Increase (decrease) in accrued property, plant and equipment
$ 808 
$ 353 
Organization and Basis of Presentation
Organization and Basis of Presentation
Organization and Basis of Presentation
Nature of Business
American Midstream Partners, LP (the “Partnership”) was formed on August 20, 2009 as a Delaware limited partnership for the purpose of acquiring and operating certain natural gas pipeline and processing businesses. We provide natural gas gathering, treating, processing, marketing, and transportation services in the Gulf Coast and Southeast regions of the United States. We hold our assets in a series of wholly owned limited liability companies as well as a limited partnership. Our capital accounts consist of general partner interests and limited partner interests.
We are controlled by our general partner, American Midstream GP, LLC, which is a wholly owned subsidiary of AIM Midstream Holdings, LLC.
Our assets are primarily located in Alabama, Louisiana, Mississippi, Tennessee, and Texas. We organize our operations into two business segments: (1) Gathering and Processing; and (2)Transmission.
Our Gathering and Processing segment is an integrated midstream natural gas system that provides gathering, compression, treating, processing, fractionation, transportation, and sales of natural gas, NGLs and condensate. Our Gathering and Processing segment includes the following systems:
•
The Gloria gathering system provides gathering and compression services through our assets, as well as processing services through processing arrangements. The Gloria system is a Section 311 intrastate pipeline located in Lafourche, Jefferson, Plaquemines, St. Charles and St. Bernard parishes of Louisiana consisting of approximately 110 miles of pipeline with diameters ranging from 3 to 16 inches and 3 compressors with a combined size of 1,877 horsepower.
•
The Lafitte gathering system is a Section 311 intrastate pipeline consisting of approximately 40 miles of gathering pipeline, with diameters ranging from 4 to 12 inches. The Lafitte system originates onshore in southern Louisiana and terminates in Plaquemines Parish, Louisiana at the Alliance Refinery owned by ConocoPhillips Corporation and is connected to our Gloria gathering system.
•
The Bazor Ridge gathering and processing system consists of approximately 160 miles of pipeline with diameters ranging from 3 to 8 inches and 3 compressor stations with a combined compression capacity of 1,069 horsepower. Our Bazor Ridge system is located in Jasper, Clarke, Wayne and Greene Counties of Mississippi.
•
The Quivira gathering system consists of approximately 34 miles of pipeline, with a 12- inch diameter mainline and several laterals ranging in diameter from 6 to 8 inches. The system originates offshore of Iberia and St. Mary Parishes of Louisiana in Eugene Island Block 24 and terminates onshore at a connection with the Burns Point Plant.
•
The Burns Point Plant is located in St. Mary Parish, Louisiana, where raw natural gas is processed through a cryogenic processing plant that is jointly owned by us and the operator, Enterprise.
•
The Chatom gathering, processing and fractionation plant is located in Washington County, Alabama, approximately 15 miles from our Bazor Ridge processing plant in Wayne County, Mississippi, and consists of a 25 MMcf/d refrigeration processing plant, a 1,900 Bbl/d fractionation unit, a 160 long-ton per day sulfur recovery unit, and a 29-mile gas gathering system, to which we have an 87.4% undivided interest.
•
The Offshore Texas system consists of the GIGS and Brazos systems, two parallel gathering systems that share common geography and operating characteristics. The Offshore Texas system provides gathering and dehydration services to natural gas producers in the shallow waters of the Gulf of Mexico region. The Offshore Texas system consists of approximately 56 miles of pipeline with diameters ranging from 6 to 16 inches.
•
The Alabama Processing system consists of 2 small skid-mounted treating and processing plants that we refer to, individually, as Atmore and Wildfork. These treating and processing plants are located in Escambia and Monroe Counties of Alabama.
•
The Magnolia gathering system is a Section 311 intrastate pipeline that gathers coal bed methane in Tuscaloosa, Greene, Bibb, Chilton and Hale counties of Alabama and delivers this natural gas to an interconnect with the Transco Pipeline system, an interstate pipeline owned by The Williams Companies, Inc. The Magnolia system consists of approximately 116 miles of pipeline with small-diameter gathering lines and trunk lines ranging from 6 to 24 inches in diameter and 1 compressor station with 3,328 horsepower.
•
Our other gathering and processing systems include the Fayette and Heidelberg gathering systems, located in Fayette County, Alabama and Jasper County, Mississippi, respectively.

Our Transmission segment includes intrastate and interstate pipelines that transport natural gas through Alabama, Louisiana, Mississippi and Tennessee as follows:
•
Our Bamagas system is a Hinshaw intrastate natural gas pipeline that travels west to east from an interconnection point with TGP in Colbert County, Alabama to 2 power plants owned by Calpine Corporation, in Morgan County, Alabama. The Bamagas system consists of 52 miles of high pressure, 30 inch pipeline.
•
The MLGT system is an intrastate transmission system that sources natural gas from interconnects with the FGT Pipeline system, the Tetco Pipeline system, the Transco Pipeline system and our Midla system to a Baton Rouge, Louisiana refinery owned and operated by ExxonMobil and 7 other industrial customers. Our MLGT system is comprised of approximately 54 miles of pipeline with diameters ranging from 3 to 14 inches.
•
Our other intrastate transmission systems include the Chalmette system, located in St. Bernard Parish, Louisiana, and the Trigas system, located in 3 counties in northwestern Alabama.
•
We also own a number of miscellaneous interconnects and small laterals that are collectively referred to as the SIGCO assets.
•
Our Midla system is a FERC regulated system that includes approximately 370 miles of interstate pipeline that runs from the Monroe gas field in northern Louisiana south through Mississippi to Baton Rouge, Louisiana.
•
Our AlaTenn system is a FERC regulated system that includes approximately 295 miles of interstate pipeline that runs through the Tennessee River Valley from Selmer, Tennessee to Huntsville, Alabama and serves an 8 county area in Alabama, Mississippi and Tennessee.
Initial Public Offering
On July 26, 2011, we commenced the initial public offering of our common units pursuant to our Registration Statement on Form S-1, Commission File No. 333-173191 (the “Registration Statement”), which was declared effective by the SEC on July 26, 2011. Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner, & Smith Incorporated acted as representatives of the underwriters and as joint book-running managers of the offering.
Upon closing of our IPO on August 1, 2011, we issued 3,750,000 common units pursuant to the Registration Statement at a price per unit of $21.00. The Registration Statement registered the offer and sale of securities with a maximum aggregate offering price of $90,562,500. The aggregate offering amount of the securities sold pursuant to the Registration Statement was $78,750,000.
After deducting underwriting discounts and commissions of $4.9 million paid to the underwriters, offering expenses of $4.2 million and a structuring fee of $0.6 million, the net proceeds from our IPO were $69.1 million. We used all of the net offering proceeds from our IPO for the uses described in the final prospectus filed with the SEC pursuant to Rule 424(b) on July 27, 2011.
On July 29, 2011, in connection with the closing of our initial public offering, our general partner contributed 76,019 of our common units to us in exchange for 76,019 general partner units in order to maintain its 2.0% general partnership interest in us. This transaction was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include disclosures required by GAAP for annual periods. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of financial position as of September 30, 2012, and December 31, 2011, condensed consolidated statement of operations for the three and nine months ended September 30, 2012 and 2011, statement of changes in partners’ capital and noncontrolling interest for the nine months ended September 30, 2012 and 2011, and statements of cash flows for the nine months ended September 30, 2012 and 2011.
Our financial results for the three and nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2012. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011 (“Annual Report”) filed on March 19, 2012.
Consolidation Policy
Our consolidated financial statements include our accounts and those of our subsidiaries in which we have a controlling interest. We hold an undivided interest in a 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.
Use of Estimates
When preparing financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things (1) estimating unbilled revenues, product purchases and operating and general and administrative costs, (2) developing fair value assumptions, including estimates of future cash flows and discount rates, (3) analyzing long-lived assets for possible impairment, (4) estimating the useful lives of assets and (5) determining amounts to accrue for contingencies, guarantees and indemnifications. Actual results, therefore, could differ materially from estimated amounts.
Accounting for Regulated Operations
Certain of our natural gas pipelines are subject to regulations by the FERC. The 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 September 30, 2012 and December 31, 2011, we had no such material regulatory assets or liabilities.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

Revenue Recognition and the Estimation of Revenues
We recognize revenue when all of the following criteria are met: (1) persuasive evidence of an exchange arrangement exists, (2) delivery has occurred or services have been rendered, (3) the price is fixed or determinable and (4) 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, NGLs or condensates that are purchased for resale. When our customers pay us a fee for providing a service such as gathering, treating or transportation, we record those fees separately in revenues. For the three and nine months ended September 30, 2012 and 2011, respectively, we recognized the following revenues by category:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Transportation - firm
$
2,230

 
$
2,077

 
$
7,703

 
$
7,572

Transportation - interruptible
798

 
888

 
2,838

 
2,671

Sales of natural gas, NGLs and condensate
53,771

 
53,833

 
134,153

 
179,545

Other
1,287

 
207

 
3,669

 
586

Revenue
$
58,086

 
$
57,005

 
$
148,363

 
$
190,374


Limited Partners’ Net Income (Loss) Per Common Unit
We compute limited partners’ net income (loss) per common unit by dividing our limited partners’ interest in net income (loss) by the weighted average number of common units outstanding during the period. The overall computation, presentation and disclosure requirements for our limited partners’ net income (loss) per common unit are made in accordance with the “Earnings per Share” Topic of the Codification as described in the Annual Report. All per unit computations give effect to the retroactive application of the reverse unit split as described in Note 9, “Partners’ Capital”.

Noncontrolling Interest

Noncontrolling interest represents the noncontrolling interest holders' proportionate share of the equity of the Chatom Assets.  Noncontrolling interest is adjusted for the noncontrolling interest holders' proportionate share of the earnings or losses.  Management reports noncontrolling interest in the Chatom Assets in the financial statements pursuant to paragraph ASU No. 810-10-65-1.  The 12.6% noncontrolling interest is held by other non-affiliated working interest owners.
Recent Accounting Pronouncements
In December 2011, the FASB issued ASU No. 2011-11 Disclosures about Offsetting Assets and Liabilities. The ASU requires additional disclosures about the impact of offsetting, or netting, on a company’s financial position, and is effective for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods, and retrospectively for all comparative periods presented. Under GAAP, derivative assets and liabilities can be offset under certain conditions. The ASU requires disclosures showing both gross information and net information about instruments eligible for offset in the balance sheet. Except for additional disclosures related to our offsetting arrangements, the adoption of the amended guidance is not expected to have a material effect on the Partnership's consolidated financial statements.
Acquisitions
Acquisitions
Acquisitions
Burns Point Plant Interest
On December 1, 2011, we acquired a 50% undivided interest (“Interest”) in the Burns Point Plant (“Plant”) from Marathon Oil Company (“Seller”) for total cash consideration of $35.5 million. No liabilities of the Seller were assumed. The purchase was effective November 1, 2011 (“Effective Date”) 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 Plant operator, Enterprise Gas Processing, LLC (“Operator”). The Plant, which is an unincorporated joint venture, is governed by a construction and operating agreement (“Agreement”).
The Plant is located in St. Mary Parish, Louisiana, and processes raw natural gas using a cryogenic expander. The Plant inlet volumes are sourced from offshore natural gas production via our Quivira system, Gulf South pipelines and onshore from individual producers near the plant. The Quivira system currently supplies approximately 88% of the inlet volume to the Plant. The residue gas is transported, via pipeline to Gulf South and Tennessee Gas Pipeline and the Y-grade liquid is transported via pipeline to K/D/S Promix, LLC (“Promix”), an Enterprise-operated fractionator. The current capacity of the plant is 165.0 MMcf/d. The acquisition complemented our existing assets given it is the majority of the inlet volume to the Quivira system and is included in our Gathering and Processing segment.
The Plant is not a legal entity but rather an asset that is jointly owned by the Operator and us. We acquired an interest in the asset group and do not hold an interest in a legal entity. Each of the owners in the asset group is proportionately liable for the liabilities. Outside of the rights and responsibilities of the Operator, we and the Operator have equal rights and obligations to the assets. Significant non-capital and maintenance capital expenditures, plant expansions and significant plant dispositions require the approval of both owners.
Under the terms of the Agreement, the Operator is required to provide monthly production allocation and expense statements to us and is not required to prepare and provide to us balance sheet information or stand-alone financial statements. Historically, balance sheet and stand-alone financial statements for the Plant have not been prepared and are, therefore, not available.
We reviewed the governance structure of the Plant and applied the concepts discussed in ASC-810-10-45 (“Other Presentation Matters.”) We determined that while the facility is an unincorporated joint venture, the asset group is jointly controlled with the Operator.
We reviewed the requirements for the application of the equity method of accounting, given the joint control attribute of the Plant, and because the necessary complete Plant financial statements are not, nor expected to be, available from the Operator, we have elected to account for our Interest using the proportionate consolidation method. Our Interest in the Plant is recorded in property, plant and equipment, net on the consolidated balance sheet and will be depreciated over 40 years. Under this method, we include in our consolidated statement of operations the value of our Plant revenues taken in-kind and the Plant expenses reimbursed to the Operator.
Chatom Gathering, Processing and Fractionation Plant
Effective July 1, 2012, we acquired an 87.4% undivided interest in the Chatom processing and fractionation plant and associated gathering infrastructure (“Chatom Assets”) from affiliates of Quantum Resources Management, LLC. The acquisition fair value of consideration of $51.4 million includes a credit associated with the cash flow the Chatom Assets 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 Assets are located in Washington County, Alabama, approximately 15 miles from our Bazor Ridge processing plant in Wayne County, Mississippi, and consists of a 25 MMcf/d refrigeration processing plant, a 1,900 Bbl/d fractionation unit, a160 long-ton per day sulfur recovery unit, and a 29 mile gas gathering system. We believe the Chatom Assets will be accretive to the Partnership's distributable cash flow per unit.

Our 87.4% undivided interest in the Chatom Assets contributed $13.1 million of revenue and $1.7 million of net income attributable to the partnership, which are included in the condensed consolidated statement of operations for the three and nine months ended September 30, 2012, respectively.

The following table presents unaudited pro forma consolidated information of the Partnership, adjusted for the acquisition of the Chatom Assets, as if the acquisition had occurred on January 1, 2011:
 
Nine months ended
 
September 30, 2012
 
(unaudited, in thousands)
Revenue
$
185,851

Net income
$
1,926



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 Assets as of January 1, 2012.

The following table presents unaudited pro forma consolidated information of the Partnership, adjusted for the acquisition of the Chatom Assets, as if the acquisition had occurred on January 1, 2011:
 
 
Three months ended
 
Nine months ended
 
 
September 30, 2011
 
September 30, 2011
 
 
(unaudited, in thousands)
Revenue
 
$
68,721

 
$
221,579

Net loss
 
$
(4,580
)
 
$
(11,543
)


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 Assets as of January 1, 2011.

The following table presents the fair value of consideration transferred to acquire the Chatom Assets 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 Assets at the acquisition date:
 
 
 
(in thousands)
Cash
 
 
$
51,377

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

Property, plant and equipment
58,279

Asset retirement cost
452

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



The fair value of the property, plant and equipment and noncontrolling interests were estimated by applying a combination of the market and income approaches. This 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, iv) a Federal tax rate of 35% and a state tax rate of 6.5%, and v) an increase in processed and fractionated volumes in 2013, declining thereafter. Working capital was estimated using net realizable value. Accrued revenue is deemed to be fully collectible at July 1, 2012.
Concentration of Credit Risk and Trade Accounts Receivable
Concentration of Credit Risk and Trade Accounts Receivable
Concentration of Credit Risk and Trade Accounts Receivable
Our primary market areas are located in the United States along the Gulf Coast and in the Southeast. We have a concentration of trade receivable balances due from companies engaged in the production, trading, distribution and marketing of natural gas and NGL products. This concentration of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Generally, our customers’ historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain transactions, we may request letters of credit, prepayments or guarantees. We maintain allowances for potentially uncollectible accounts receivable; however, for the nine months ended September 30, 2012 and period ended December 31, 2011, no allowances on or write-offs of accounts receivable were recorded.
ConocoPhillips Corporation, Shell Trading (US) Company, Enbridge Marketing (US) L.P., and ExxonMobil Corporation were significant customers, representing at least 10% of our consolidated revenue, accounting for $13.3 million, $9.9 million, $6.9 million, and $6.5 million, respectively, of our consolidated revenue in the consolidated statement of operations in the three months ended September 30, 2012. ConocoPhillips Corporation, Enbridge Marketing (US) L.P., and ExxonMobil Corporation were significant customers, representing at least 10% of our consolidated revenue, accounting for $24.3 million, $10.5 million, and $10.1 million, respectively, of our consolidated revenue in the consolidated statement of operations in the three months ended September 30, 2011.
ConocoPhillips Corporation, Enbridge Marketing (US) L.P., and ExxonMobil Corporation were significant customers, representing at least 10% of our consolidated revenue, accounting for $42.7 million, $23.9 million, and $18.3 million, respectively, for nine months ended September 30, 2012 and $78.6 million, $33.4 million, and $29.8 million, respectively, for the nine months ended September 30, 2011.
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. During the nine months ended September 30, 2012 and 2011, we entered into various commodity swap, option, and collar arrangements.
In June 2011, the Board of Directors of our general partner determined that we would gain operational and strategic flexibility from canceling our then-existing NGL swap contracts and entering into new NGL swap contracts with an existing counterparty that extend through the end of 2012.
We enter into commodity contracts with multiple counterparties. We may be required to post collateral with our counterparties in connection with our derivative positions. As of September 30, 2012, 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.
As of September 30, 2012, the aggregate notional volume of our commodity derivatives was 11.4 million gallons.
As of September 30, 2012 and December 31, 2011, the fair value associated with our derivative instruments were recorded in our financial statements, under the caption Risk management assets and Risk management liabilities, as follows:
 
 
September 30,
2012
 
December 31, 2011
 
(in thousands)
Risk management assets:
 
 
 
Commodity derivatives
$
1,347

 
$
456

Risk management assets - long term:
 
 
 
Commodity derivatives
$
207

 
$
—

Risk management liabilities:
 
 
 
Commodity derivatives
$
—

 
$
635

Risk management liabilities - long term:
 
 
 
Commodity derivatives
$
—

 
$
—


We recorded the following unrealized mark-to-market gains (losses) in the condensed consolidated statement of operations:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Commodity derivatives
$
(1,762
)
 
$
953

 
$
1,732

 
$
(19
)
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 – unadjusted quoted prices in active markets for identical assets or liabilities;
•
Level 2 – inputs include quoted prices for similar assets and liabilities in active markets that are either directly or indirectly observable; and
•
Level 3 – inputs are unobservable and considered significant to fair value measurement.
A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy.
We believe the carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments would be classified as Level 1 under the fair value hierarchy.
The recorded value of the amounts outstanding under the credit facility approximates its fair value, as interest rates are variable, based on prevailing market rates and the short-term nature of borrowings and repayments under the credit facility. Our existing revolving credit facility would be classified as Level 1 under the fair value hierarchy.
The fair value of all derivatives instruments is estimated using a market valuation methodology based upon forward commodity price and volatility curves, as well as other relevant economic measures. To extrapolate a forecast of future cash flows, discount factors are utilized. 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, there were no such transfers for nine months ended September 30, 2012 or period ended December 31, 2011.
Quantitative Information about Level 3 Fair Value Measurements
 

 
Fair Value at
 
 
 
 
 
 
 
 
 
September 30,
2012
 
Valuation
Technique
 
Unobservable Input
 
Range
 
(in thousands)
 
 
 
 
 
 
 
 
Commodity derivative asset (liability), net
$
1,553

 
Forecasted
future cash
flow
 
Forward commodity prices
 
$0.965
to
$1.220
 
Volatility curves
 
20.0%
to
34.8%
 
Discount factors
 
0.973
to
1.070
The significant unobservable inputs used in the fair value measurement of the commodity derivative asset (liability) are forward commodity prices and volatility curves. Significant increases or decreases in the inputs in isolation would result in a significantly lower or higher fair value measurement.
Fair Value of Financial Instruments
The following table sets forth by level within the fair value hierarchy, our net derivative assets (liabilities) that were measured at fair value on a recurring basis as of September 30, 2012 and December 31, 2011:
 
 
Carrying
Amount
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
(in thousands)
 
 
Commodity derivative asset (liability), net
 
 
 
 
 
 
 
 
 
September 30, 2012
$
1,553

 
$
—

 
$
—

 
$
1,553

 
$
1,553

December 31, 2011
$
(179
)
 
$
—

 
$
—

 
$
(179
)
 
$
(179
)

Changes in Level 3 Fair Value Measurements
The table below includes a roll forward of the balance sheet amounts (including the change in fair value) for financial instruments classified by us within Level 3 of the valuation hierarchy. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources). Contracts classified as Level 3 are valued using price inputs available from public markets to the extent that the markets are liquid or the relevant settlement periods:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Fair value asset (liability), beginning of period
$
3,315

 
$
(302
)
 
$
(179
)
 
$
—

Realized gain (loss) on early termination of commodity derivatives
—

 
—

 
—

 
(2,998
)
Unrealized gain (loss) on commodity derivatives
(1,762
)
 
953

 
1,732

 
(19
)
Purchases
—

 
—

 
—

 
670

Settlements
—

 
—

 
—

 
2,998

Fair value asset (liability), end of period
$
1,553

 
$
651

 
$
1,553

 
$
651



Also included in revenue were $1.0 million and $(0.4) million in realized gains (losses) for the three months ended September 30, 2012 and 2011, respectively, and $1.6 million and $(1.3) million in realized gains (losses) for the nine months ended September 30, 2012 and 2011, respectively, representing our monthly swap settlements.
Property, Plant and Equipment
Property, Plant and Equipment
Property, Plant and Equipment
Property, plant and equipment, net, as of September 30, 2012 and December 31, 2011 were as follows:
 
 
Useful Life
 
September 30,
2012
 
December 31, 2011
 
(in years)
 
(in thousands)
Land
 
 
$
2,254

 
$
41

Construction in progress
 
 
3,347

 
3,380

Buildings and improvements
4 to 40
 
1,439

 
1,490

Processing and treating plants
8 to 40
 
97,816

 
49,396

Pipelines
5 to 40
 
157,042

 
146,788

Compressors
4 to 20
 
8,681

 
7,437

Equipment
8 to 20
 
2,078

 
1,198

Computer software
5
 
1,691

 
1,500

Total property, plant and equipment
 
 
274,348

 
211,230

Accumulated depreciation
 
 
(56,796
)
 
(40,999
)
Property, plant and equipment, net
 
 
$
217,552

 
$
170,231


Of the gross property, plant and equipment balances at September 30, 2012 and December 31, 2011, $24.8 million and $24.0 million were related to AlaTenn and Midla, our FERC regulated interstate assets.
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.
During the nine months ended September 30, 2012 and year ended December 31, 2011, we recognized $0.5 million and $0.9 million of AROs included in other liabilities for specific assets that we intend to retire for operational purposes.
We recorded accretion expense, which is included in depreciation expense, of less than $0.1 million and $0.3 million in our consolidated statements of operations for the three months ended September 30, 2012 and 2011, respectively, and less than $0.1 million and $1.0 million in our consolidated statements of operations for the nine months ended September 30, 2012 and 2011, respectively, related to these AROs.
Long-Term Debt
Long-Term Debt
Long-Term Debt
On June 27, 2012, we amended our credit facility to increase the Commitments from an aggregate principal amount of $100 million to an aggregate principal amount of $200 million, evidenced by a credit agreement with Bank of America, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, Comerica Bank and Citicorp North America, Inc., as Co-Syndication Agents, BBVA Compass, as Documentation Agent, and the other financial institutions party thereto. The credit facility also provides for a $50 million dollar accordion feature. If the accordion feature were to be fully exercised, the total commitment under the existing facility would be $250 million.
The credit facility provides for a maximum borrowing equal to the lesser of (i) $200 million or (ii) 4.50 times adjusted consolidated EBITDA. We may elect to have loans under the credit facility bear interest either at a Eurodollar-based rate plus a margin ranging from 2.25% to 3.50% 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 1/2 of 1% (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”, and (c) the Eurodollar Rate plus 1.00% plus a margin ranging from 1.25% to 2.50% depending on the total leverage ratio then in effect. We also pay a commitment fee of 0.50% per annum on the undrawn portion of the revolving loan. For the nine months ended September 30, 2012 and 2011, the weighted average interest rate on borrowings under our credit facility was approximately 4.09% and 7.37%, respectively.
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 our subsidiaries (“Guarantors”). These guarantees are full and unconditional and joint and several among the Guarantors. The terms of the 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 leverage ratio test (not to exceed 4.50 times) and a minimum interest coverage ratio test (not less than 2.50 times). We were in compliance with all of the covenants under our credit facility as of September 30, 2012.
As of September 30, 2012, the total leverage ratio test, one of the primary financial covenants that we are required to maintain under our credit facility, was 4.31. Our ability to comply with these covenants and ratios in the future will be affected by the levels of debt and of cash flow from our operations, among other factors.

In order to remain in compliance with our financial covenants and ratios under our credit facility, we believe that we have several options available to us that we may pursue separately or in combination. First, subject to market conditions, we have the ability to issue debt or equity securities to refinance or pay down outstanding borrowings under our credit facility and to fund future growth capital expenditures. Second, we may request a waiver from the lenders in our credit facility. Third, we may seek to reduce our debt by amounts that exceed our operating cash flows through actions such as a reduction in capital expenditures; suspension of our quarterly distributions to subordinated unitholders and, thereafter, unitholders; the sale of assets; further reduction of operating and administrative costs; or other steps to enhance liquidity and reduce debt and avoid default.

If we were not in compliance with the financial covenants in the credit facility, or if we did not enter into an agreement to refinance or extend the due date on the credit facility, our debt could become due and payable upon acceleration by the lenders in our banking group. In addition, failure to comply with any of the covenants under our credit facility could adversely affect our ability to fund ongoing operations and growth capital requirements as well as our ability to pay distributions to our unitholders.
Our outstanding borrowings under the credit facility at September 30, 2012 and December 31, 2011, respectively, were:
 
 
September 30,
2012
 
December 31, 2011
 
(in thousands)
Revolving loan facility
$
118,650

 
$
66,270


At September 30, 2012 and December 31, 2011, letters of credit outstanding under the credit facility were $0.6 million.
In connection with our credit facility and amendments thereto, we incurred $3.6 million in debt issuance costs that are being amortized on a straight-line basis over the term of the credit facility.
Partners' Capital
Partners' Capital
Partners’ Capital
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, as discussed below, the right to participate in our distributions. Our general partner manages our operations and participates in our distributions, including certain incentive distributions pursuant to the incentive distribution rights that are nonvoting limited partner interests held by our general partner.
On August 1, 2011, we closed our IPO of 3,750,000 common units at an offering price of $21.00 per unit. After deducting underwriting discounts and commissions of $4.9 million paid to the underwriters, estimated offering expenses of $4.2 million and a structuring fee of $0.6 million, the net proceeds from our initial public offering were $69.1 million. We used all of the net offering proceeds from our initial public offering for the uses described in the Annual Report.
Immediately prior to the closing of our IPO the following recapitalization transactions occurred:
•
each common unit held by AIM Midstream Holdings reverse split into 0.485 common units, resulting in the ownership by AIM Midstream Holdings of an aggregate of 5,327,205 common units, representing an aggregate 97.1% limited partner interest in us;
•
the common units held by AIM Midstream Holdings then converted into 801,139 common units and 4,526,066 subordinated units:
•
each general partner unit held by our general partner reverse split into 0.485 general partner units, resulting in the ownership by our general partner of an aggregate of 108,718 general partner units, representing a 2.0% general partner interest in us;
•
each common unit held by participants in our LTIP, reverse split into 0.485 common units, resulting in their ownership of an aggregate of 50,946 common units, representing an aggregate 0.9% limited partner interest in us, and
•
each outstanding phantom unit granted to participants in our LTIP reverse split into 0.485 phantom units, resulting in their holding an aggregate of 209,824 phantom units.
In connection with the closing of our IPO and immediately following the recapitalization transactions, the following transactions also occurred:
•
AIM Midstream Holdings contributed 76,019 common units to our general partner as a capital contribution, and
•
our general partner contributed the common units contributed to it by AIM Midstream Holdings to us in exchange for 76,019 general partner units in order to maintain its 2.0% general partner interest in us.
The numbers of units outstanding were as follows:
 
 
September 30,
2012
 
December 31, 2011
 
(in thousands)
Limited partner common units
4,582

 
4,561

Limited partner subordinated units
4,526

 
4,526

General partner units
185

 
185


The outstanding units noted above reflect the retroactive treatment of the reverse unit split resulting from the recapitalization described above.
Net Income (Loss) attributable to Limited Common and General Partner Units
Net income (loss) attributable to the general partner and the limited partners (common unit holders) is allocated in accordance with their respective ownership percentages, after giving effect to incentive distributions paid to the general partner. Basic and diluted net income (loss) per limited partner common unit is calculated by dividing limited partners’ interest in net income (loss) by the weighted average number of outstanding limited partner common units during the period.
Unvested share-based payment awards that contain non-forfeitable rights to distributions (whether paid or unpaid) are classified as participating securities and are included in our computation of 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 our 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 determined basic and diluted net income (loss) per general partner unit and limited partner unit as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands except unit amounts)
Net income (loss) attributable to general partner and limited partners
$
(4,275
)
 
$
(4,167
)
 
$
(257
)
 
$
(11,859
)
Weighted average general partner and limited partner units outstanding (basic and diluted) (a)
9,293

 
7,932

 
9,288

 
6,421

General partner and limited partner net income (loss) per unit (basic and diluted)
(0.46
)
 
(0.53
)
 
(0.03
)
 
(1.85
)
Net income (loss) attributable to limited partners
$
(4,190
)
 
$
(4,084
)
 
$
(252
)
 
$
(11,622
)
Weighted average limited partner units outstanding (basic and diluted) (a)
9,108

 
7,774

 
9,103

 
6,296

Limited partners’ net income (loss) per unit (basic and diluted)
(0.46
)
 
(0.53
)
 
(0.03
)
 
(1.85
)
Net income (loss) attributable to general partner
$
(85
)
 
$
(83
)
 
$
(5
)
 
$
(237
)
Weighted average general partner units outstanding (basic and diluted)
185

 
158

 
185

 
125

General partner net income (loss) per unit (basic and diluted)
$
(0.46
)
 
$
(0.53
)
 
$
(0.03
)
 
$
(1.90
)


a)
Gives effect to the reverse unit split.
Distributions
We made distributions of $12.1 million and $7.4 million for the nine months ended September 30, 2012 and 2011, respectively. We made no distributions in respect of our general partner’s incentive distribution rights.
In addition to the distributions described above, in August 2011, we made a special distribution of $33.7 million to participants in our long-term incentive plan (“LTIP”) holding common units, AIM Midstream Holdings and our general partner.
Long-Term Incentive Plan
Long-Term Incentive Plan
Long-Term Incentive Plan
Our general partner manages our operations and activities and employs the personnel who provide support to our operations. On November 2, 2009, the board of directors of our general partner adopted a long-term incentive plan (“LTIP”) for its employees and 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 long-term incentive plan. 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 September 30, 2012 and December 31, 2011, 908,588 and 54,827 units, respectively, were available for future grant under the LTIP, giving retroactive treatment to the reverse unit split in connection with our recapitalization described in our Annual Report.
Ownership in the awards is subject to forfeiture until the vesting date. The LTIP is administered by the board of directors of our general partner. The board of directors of our general partner, at its discretion, may elect to settle such vested phantom units with a number of units equivalent to the fair market value at the date of vesting in lieu of cash. Although, our general partner has the option to settle in cash upon the vesting of phantom units, our general partner does not intend to settle these awards in cash. Although other types of awards are contemplated under the LTIP, all currently outstanding awards are phantom units without distribution equivalent rights ("DERs"). Generally, grants issued under the LTIP vest in increments of 25% on each of the first four anniversary dates of the date of the grant and do not contain any other restrictive conditions related to vesting other than continued employment.
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 adjusted 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:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Outstanding at beginning of period
172,551

 
209,824

 
162,860

 
205,864

Granted
—

 
—

 
34,560

 
19,414

Forfeited
(12,517
)
 
—

 
(12,517
)
 
—

Vested
—

 
—

 
(24,869
)
 
(15,454
)
Outstanding at end of period
160,034

 
209,824

 
160,034

 
209,824

Fair value per unit
14.70 to $21.40

 
14.70 to $19.69

 
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, for the three months ended September 30, 2012 and 2011 was $0.5 million and $0.3 million, respectively, and for the nine months ended September 30, 2012 and 2011 was $1.3 million and $3.0 million, respectively, 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.
The total fair value of vested units at the time of vesting was $0.5 million and $1.2 million for the nine months ended September 30, 2012 and period ended December 31, 2011, respectively.
The total compensation cost related to unvested awards not yet recognized at September 30, 2012 and period ended December 31, 2011 was $2.1 million and $2.7 million, respectively, and the weighted average period over which this cost is expected to be recognized as of September 30, 2012 is approximately 1.3 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”).
Components of Net Periodic (Benefit) Cost recognized in the Condensed Consolidated Statements of Operations
 
 
OPEB Plan
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Net Periodic (Benefit) Cost
 
 
 
 
 
 
 
Service cost
$
1

 
—

 
$
3

 
—

Interest cost
4

 
—

 
12

 
—

Expected return on plan assets
(16
)
 
—

 
(49
)
 
—

Amortization of net (gain) loss
(9
)
 
—

 
(27
)
 
—

Net periodic (benefit) cost
$
(20
)
 
$
—

 
$
(61
)
 
$
—


Future contributions to the Plans
We expect to make contributions to the OPEB Plan for the year ending December 31, 2012 of $0.1 million.
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 and processing operations and we could, at times, be subject to environmental cleanup and enforcement actions. We attempt to manage this environmental risk through appropriate environmental policies and practices to minimize any impact our operations may have on the environment.
Commitments and contractual obligations
Future non-cancellable commitments related to certain contractual obligations as of September 30, 2012 are presented below:
 
 
Payments Due by Period
(in thousands)
 
Total
 
2012
 
2013
 
2014
 
2015
 
2016
 
Thereafter
Operating leases and service contract
$
2,282

 
$
99

 
$
416

 
$
423

 
$
400

 
$
156

 
$
788

Asset retirement obligation
8,559

 
—

 
—

 
—

 
—

 
8,107

 
452

Total
$
10,841

 
$
99

 
$
416

 
$
423

 
$
400

 
$
8,263

 
$
1,240


Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Operating leases
$
254

 
$
177

 
$
692

 
$
578

Asset retirement obligation
10

 
2

 
23

 
10

 
$
264

 
$
179

 
$
715

 
$
588


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.
Although these current negotiations with the MDEQ and EPA are proceeding towards completion, either agency could initiate further enforcement proceedings with respect to these matters, which could result in additional monetary sanctions and our Bazor Ridge plant could become subject to significant restrictions or limitations on its operations. If the Bazor Ridge plant were subject to any curtailment or other operational restrictions as a result of any such enforcement proceeding, or were required to incur additional capital expenditures for additional emission controls through any permitting process, the costs to us could be material. In addition, if emission levels for our Bazor Ridge plant were not properly reported by the prior owner for periods before our acquisition, it is possible, though not probable at this time, that one or both of the MDEQ and the EPA may institute enforcement actions against us and/or the prior owner, in which case we may have an obligation under our purchase agreement with the prior owner to indemnify them for any resulting losses (as defined in the purchase agreement). We cannot estimate the likelihood or financial impact from any further enforcement proceedings at this time, and therefore, we have not recorded a loss contingency as the criteria under ASC 450, Contingencies, have not been met.
Separation Agreement
As of September 30, 2012, it is possible that we will incur cost of up to approximately $0.5 million in relation to a separation agreement with a former employee. In the event payment is made to the former employee pursuant to the separation agreement, we expect to receive payment from our insurance carrier of up to approximately 30% of the amount paid to the former employee.
Related-Party Transactions
Related-Party Transactions
Related-Party Transactions
Employees of our general partner are assigned to work for us. Where directly attributable, the costs of all compensation, benefits expenses and employer expenses for these employees are charged directly by our general partner to American Midstream, LLC, which, in turn, charges the appropriate subsidiary. Our general partner does not record any profit or margin for the administrative and operational services charged to us. During the three months ended September 30, 2012 and 2011, administrative and operational services expenses of $2.9 million and $2.0 million, respectively, were charged to us by our general partner. During the nine months ended September 30, 2012 and 2011 administrative and operational services expense of $9.1 million and $7.4 million respectively, were charged to us by our general partner and increased primarily due to payroll costs. For the three months ended September 30, 2012, our general partner incurred approximately $0.2 million of costs associated with certain business development activities.  If the business development activities result in a project that will be pursued and funded by the Partnership, we will reimburse our general partner for the business development costs related to that project.
Prior to our IPO, we had entered into an advisory services agreement with 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. On August 1, 2011, and in connection with our IPO, we terminated the advisory services agreement in exchange for a one-time payment of $2.5 million. For the three and nine months ended September 30, 2011, less than $0.1 million was recorded to selling, general and administrative expenses under this agreement.
Reporting Segments
Reporting Segments
Reporting Segments
Our operations are located in the United States and are organized into two reporting segments: (1) Gathering and Processing and (2) Transmission.
Gathering and Processing
Our Gathering and Processing segment provides “wellhead-to-market” services, which include transporting raw natural gas from the wellhead through gathering systems, treating the raw natural gas, processing raw natural gas to separate the NGLs from the natural gas, performing fractionation and selling or delivering pipeline-quality natural gas and NGLs to various markets and pipeline systems, to producers of natural gas and oil.
Transmission
Our Transmission segment transports and delivers natural gas from producing wells, receipt points or pipeline interconnects for shippers and other customers, including local distribution companies, or LDCs, utilities and industrial, and commercial and power generation customers.
These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Gross margin is a performance measure utilized by management to monitor the business of each segment.
The following tables set forth our segment information:
 
 
Three Months Ended
 
September 30,
 
2012
 
2011
 
Gathering
and
Processing
 
Transmission
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
 
(in thousands)
Revenue
$
45,376

 
$
12,710

 
$
58,086

 
$
41,218

 
$
15,787

 
$
57,005

Segment gross margin (a)
10,736

 
3,450

 
14,186

 
6,821

 
2,825

 
9,646

Unrealized gain (loss) on commodity derivatives (b)
(1,762
)
 
—

 
(1,762
)
 
953

 
—

 
953

Direct operating expenses
3,935

 
1,329

 
5,264

 
1,845

 
1,540

 
3,385

Selling, general and administrative expenses
 
 
 
 
3,679

 
 
 
 
 
2,497

Advisory services agreement termination fee
 
 
 
 
—

 
 
 
 
 
2,500

Equity compensation expense
 
 
 
 
474

 
 
 
 
 
331

Depreciation and accretion expense
 
 
 
 
5,536

 
 
 
 
 
5,261

(Gain) loss on sale of assets, net
 
 
 
 
(4
)
 
 
 
 
 
(586
)
Interest expense
 
 
 
 
1,501

 
 
 
 
 
1,378

Net income (loss)
 
 
 
 
(4,026
)
 
 
 
 
 
(4,167
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
249

 
 
 
 
 
—

Net income (loss) attributable to the Partnership
 
 
 
 
$
(4,275
)
 
 
 
 
 
$
(4,167
)
 
 
Nine Months Ended
 
September 30,
 
2012
 
2011
 
Gathering
and
Processing
 
Transmission
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
 
(in thousands)
Revenue
$
111,246

 
$
37,117

 
$
148,363

 
$
138,487

 
$
51,887

 
$
190,374

Segment gross margin (a)
29,198

 
11,817

 
41,015

 
22,988

 
9,661

 
32,649

Realized gain (loss) on early termination of commodity derivatives (b)
—

 
—

 
—

 
(2,998
)
 
—

 
(2,998
)
Unrealized gain (loss) on commodity derivatives (b)
1,732

 
—

 
1,732

 
(19
)
 
—

 
(19
)
Direct operating expenses
8,495

 
3,536

 
12,031

 
5,478

 
4,070

 
9,548

Selling, general and administrative expenses
 
 
 
 
10,676

 
 
 
 
 
7,649

Advisory services agreement termination fee
 
 
 
 
—

 
 
 
 
 
2,500

Equity compensation expense
 
 
 
 
1,272

 
 
 
 
 
2,989

Depreciation and accretion expense
 
 
 
 
15,819

 
 
 
 
 
15,468

(Gain) loss on sale of assets, net
 
 
 
 
(126
)
 
 
 
 
 
(586
)
Interest expense
 
 
 
 
3,083

 
 
 
 
 
3,923

Net income (loss)
 
 
 
 
(8
)
 
 
 
 
 
(11,859
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
249

 
 
 
 
 
—

Net income (loss) attributable to the Partnership
 
 
 
 
$
(257
)
 
 
 
 
 
$
(11,859
)
 
(a)
Segment gross margin for our Gathering and Processing segment consists of total revenue less purchases of natural gas, NGLs and condensate. Segment gross margin for our Transmission segment consists of total revenue less purchases of natural gas. Gross margin consists of the sum of the segment gross margin for each segment. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.
(b)
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. For the three and nine months ended September 30, 2011, $1.0 million and $(0.1) million, respectively, in unrealized gains (losses) were excluded from our Gathering and Processing segment gross margin. Effective April 1, 2011 we changed our segment gross margin measure to exclude realized gain (loss) on early termination of commodity derivatives. For the three and nine months ended September 30, 2011, zero dollars and $(3.0) million, respectively, in unrealized gains (losses) were excluded from our Gathering and Processing segment gross margin.
Asset information, including capital expenditures, by segment is not included in reports used by our management in their monitoring of performance and therefore is not disclosed.
Subsequent Events
Subsequent Events
Subsequent Events
Distribution
On October 23, 2012, we announced a distribution of $0.4325 per unit payable on November 14, 2012 to unitholders of record on November 7, 2012.
Subsidiary Guarantors
Subsidiary Guarantors
Subsidiary Guarantors

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

 Condensed Consolidating Balance Sheet
As of September 30, 2012
 
 
 
 
 
 
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
 
(in thousands)
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
1

$
496

$
—

$
—

$
497

Accounts receivable
—

1,776

—

—

1,776

Unbilled revenue
—

11,999

5,604

—

17,603

Risk management assets
—

1,347

—

—

1,347

Other current assets
—

2,602

322

—

2,924

Total current assets
1

18,220

5,926

—

24,147

Property, plant and equipment, net
—

158,951

58,601

—

217,552

Risk management assets - long term
—

207

—

—

207

Investment in subsidiaries
90,325

51,863

—

(142,188
)
—

Other assets, net
—

4,520

—

—

4,520

Total assets
$
90,326

$
233,761

$
64,527

$
(142,188
)
$
246,426

 
 
 
 
 
 
Liabilities and Partners’ Capital
 
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable
$
—

$
2,571

$
469

$
—

$
3,040

Accrued gas purchases
—

8,615

4,297

—

12,912

Risk management liabilities
—

—

—

—

—

Accrued expenses and other current liabilities
—

5,171

36

—

5,207

Total current liabilities
—

16,357

4,802

—

21,159

Other liabilities
—

8,429

455

—

8,884

Long-term debt
—

118,650

—

—

118,650

Total liabilities
—

143,436

5,257

—

148,693

 
 
 
 
 
 
Total partners' capital
90,326

90,325

51,863

(142,188
)
90,326

Total liabilities and partners' capital
$
90,326

$
233,761

$
57,120

$
(142,188
)
$
239,019

Noncontrolling interest
—

—

7,407

—

7,407

Total liabilities, partners' equity and noncontrolling interest
$
90,326

$
233,761

$
64,527

$
(142,188
)
$
246,426



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

$
43,085

$
15,371

$
(370
)
$
58,086

Unrealized gains (loss) on commodity derivatives
—

(1,762
)
—

—

(1,762
)
Total revenue
—

41,323

15,371

(370
)
56,324

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

32,729

11,541

(370
)
43,900

Direct operating expenses
—

4,286

978

—

5,264

Selling, general and administrative expenses
—

3,583

96

—

3,679

Equity compensation expense
—

474

—

—

474

Depreciation and accretion expense
—

5,134

402

—

5,536

(Gain) loss on sale of assets, net
—

(4
)
—

—

(4
)
Total operating expenses
—

46,202

13,017

(370
)
58,849

Operating income (loss)
—

(4,879
)
2,354

—

(2,525
)
Other income (expenses):
 
 
 
 
 
Earnings from consolidated affiliates
(4,275
)
2,105

—

2,170

—

Interest expense
—

(1,501
)
—

—

(1,501
)
Net income (loss)
(4,275
)
(4,275
)
2,354

2,170

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

—

249

—

249

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

$
2,170

$
(4,275
)




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

$
133,362

$
15,371

$
(370
)
$
148,363

Unrealized gains (loss) on commodity derivatives
—

1,732

—

—

1,732

Total revenue
—

135,094

15,371

(370
)
150,095

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

96,177

11,541

(370
)
107,348

Direct operating expenses
—

11,053

978

—

12,031

Selling, general and administrative expenses
—

10,580

96

—

10,676

Equity compensation expense
—

1,272

—

—

1,272

Depreciation and accretion expense
—

15,417

402

—

15,819

(Gain) loss on sale of assets, net
—

(126
)
—

—

(126
)
Total operating expenses
—

134,373

13,017

(370
)
147,020

Operating income (loss)
—

721

2,354

—

3,075

Other income (expenses):
 
 
 
 
 
Earnings from consolidated affiliates
(257
)
2,105

—

(1,848
)
—

Interest expense
—

(3,083
)
—

—

(3,083
)
Net income (loss)
(257
)
(257
)
2,354

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

—

249

—

249

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

$
(1,848
)
$
(257
)


 Condensed Consolidating Statements of Cash Flows
Nine months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
 
(in thousands)
 
 
 
 
 
 
Net cash provided (used) in operating activities
—

14,122

2,354

—

16,476

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

(51,377
)
—

—

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

(4,196
)
(269
)
—

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

126

—

—

126

Net contributions from affiliates
12,037

—

—

(12,037
)
—

Net distributions to affiliates
—

(10,201
)
(1,836
)
12,037

—

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

(65,648
)
(2,105
)
—

(55,716
)
Cash flows from financing activities
 
 
 
 
 
Unit holder contributions
13

—

—

—

13

Unit holder distributions
(12,050
)
—

—

—

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

—

(249
)
—

(249
)
LTIP tax netting unit repurchase
—

(88
)
—

—

(88
)
Deferred debt issuance costs
—

(1,140
)
—

—

(1,140
)
Payments on long-term debt
—

(42,310
)
—

—

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

94,690

—

—

94,690

Net cash provided (used) in financing activities
(12,037
)
51,152

(249
)
—

38,866

Net increase (decrease) in cash and cash equivalents
—

(374
)
—

—

(374
)
Cash and cash equivalents
 
 
 
 
 
Beginning of period
1

870

—

—

871

End of period
$
1

$
496

$
—

$
—

$
497

Supplemental cash flow information
 
 
 
 
 
Interest payments
$
—

$
1,894

$
—

$
—

$
1,894

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

$
808

$
—

$
—

$
808

Organization and Basis of Presentation (Policies)
Nature of Business 
Nature of Business
American Midstream Partners, LP (the “Partnership”) was formed on August 20, 2009 as a Delaware limited partnership for the purpose of acquiring and operating certain natural gas pipeline and processing businesses. We provide natural gas gathering, treating, processing, marketing, and transportation services in the Gulf Coast and Southeast regions of the United States. We hold our assets in a series of wholly owned limited liability companies as well as a limited partnership. Our capital accounts consist of general partner interests and limited partner interests.
Initial Public Offering 
Initial Public Offering
On July 26, 2011, we commenced the initial public offering of our common units pursuant to our Registration Statement on Form S-1, Commission File No. 333-173191 (the “Registration Statement”), which was declared effective by the SEC on July 26, 2011. Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner, & Smith Incorporated acted as representatives of the underwriters and as joint book-running managers of the offering.
Upon closing of our IPO on August 1, 2011, we issued 3,750,000 common units pursuant to the Registration Statement at a price per unit of $21.00. The Registration Statement registered the offer and sale of securities with a maximum aggregate offering price of $90,562,500. The aggregate offering amount of the securities sold pursuant to the Registration Statement was $78,750,000.
After deducting underwriting discounts and commissions of $4.9 million paid to the underwriters, offering expenses of $4.2 million and a structuring fee of $0.6 million, the net proceeds from our IPO were $69.1 million. We used all of the net offering proceeds from our IPO for the uses described in the final prospectus filed with the SEC pursuant to Rule 424(b) on July 27, 2011.
On July 29, 2011, in connection with the closing of our initial public offering, our general partner contributed 76,019 of our common units to us in exchange for 76,019 general partner units in order to maintain its 2.0% general partnership interest in us. This transaction was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
Basis of Presentation 
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from audited financial statements but does not include disclosures required by GAAP for annual periods. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of financial position as of September 30, 2012, and December 31, 2011, condensed consolidated statement of operations for the three and nine months ended September 30, 2012 and 2011, statement of changes in partners’ capital and noncontrolling interest for the nine months ended September 30, 2012 and 2011, and statements of cash flows for the nine months ended September 30, 2012 and 2011.
Our financial results for the three and nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2012. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011 (“Annual Report”) filed on March 19, 2012.
Consolidation Policy 
Consolidation Policy
Our consolidated financial statements include our accounts and those of our subsidiaries in which we have a controlling interest. We hold an undivided interest in a 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.
Use of Estimates 
Use of Estimates
When preparing financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things (1) estimating unbilled revenues, product purchases and operating and general and administrative costs, (2) developing fair value assumptions, including estimates of future cash flows and discount rates, (3) analyzing long-lived assets for possible impairment, (4) estimating the useful lives of assets and (5) determining amounts to accrue for contingencies, guarantees and indemnifications. Actual results, therefore, could differ materially from estimated amounts.
Accounting for Regulated Operations 
Accounting for Regulated Operations
Certain of our natural gas pipelines are subject to regulations by the FERC. The 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 September 30, 2012 and December 31, 2011, we had no such material regulatory assets or liabilities.
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies)
New Accounting Pronouncements, Policy
Recent Accounting Pronouncements
In December 2011, the FASB issued ASU No. 2011-11 Disclosures about Offsetting Assets and Liabilities. The ASU requires additional disclosures about the impact of offsetting, or netting, on a company’s financial position, and is effective for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods, and retrospectively for all comparative periods presented. Under GAAP, derivative assets and liabilities can be offset under certain conditions. The ASU requires disclosures showing both gross information and net information about instruments eligible for offset in the balance sheet. Except for additional disclosures related to our offsetting arrangements, the adoption of the amended guidance is not expected to have a material effect on the Partnership's consolidated financial statements.
Summary of Significant Accounting Policies (Tables)
Revenue Recognition
For the three and nine months ended September 30, 2012 and 2011, respectively, we recognized the following revenues by category:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Transportation - firm
$
2,230

 
$
2,077

 
$
7,703

 
$
7,572

Transportation - interruptible
798

 
888

 
2,838

 
2,671

Sales of natural gas, NGLs and condensate
53,771

 
53,833

 
134,153

 
179,545

Other
1,287

 
207

 
3,669

 
586

Revenue
$
58,086

 
$
57,005

 
$
148,363

 
$
190,374

Acquisitions Acquisitions (Tables)
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 Assets, as if the acquisition had occurred on January 1, 2011:
 
Nine months ended
 
September 30, 2012
 
(unaudited, in thousands)
Revenue
$
185,851

Net income
$
1,926

Unaudited pro forma 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 Assets, as if the acquisition had occurred on January 1, 2011:
 
 
Three months ended
 
Nine months ended
 
 
September 30, 2011
 
September 30, 2011
 
 
(unaudited, in thousands)
Revenue
 
$
68,721

 
$
221,579

Net loss
 
$
(4,580
)
 
$
(11,543
)
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 
The following table presents the fair value of consideration transferred to acquire the Chatom Assets 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 Assets at the acquisition date:
 
 
 
(in thousands)
Cash
 
 
$
51,377

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

Property, plant and equipment
58,279

Asset retirement cost
452

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

Derivatives (Tables)
Risk management assets and Risk management liabilities 
As of September 30, 2012 and December 31, 2011, the fair value associated with our derivative instruments were recorded in our financial statements, under the caption Risk management assets and Risk management liabilities, as follows:
 
 
September 30,
2012
 
December 31, 2011
 
(in thousands)
Risk management assets:
 
 
 
Commodity derivatives
$
1,347

 
$
456

Risk management assets - long term:
 
 
 
Commodity derivatives
$
207

 
$
—

Risk management liabilities:
 
 
 
Commodity derivatives
$
—

 
$
635

Risk management liabilities - long term:
 
 
 
Commodity derivatives
$
—

 
$
—

Unrealized mark-to-market gains (losses) 
We recorded the following unrealized mark-to-market gains (losses) in the condensed consolidated statement of operations:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Commodity derivatives
$
(1,762
)
 
$
953

 
$
1,732

 
$
(19
)
Fair Value Measurement (Tables)
Quantitative Information about Level 3 Fair Value Measurements 
u
Fair Value of Financial Instruments 
The following table sets forth by level within the fair value hierarchy, our net derivative assets (liabilities) that were measured at fair value on a recurring basis as of September 30, 2012 and December 31, 2011:
 
 
Carrying
Amount
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
(in thousands)
 
 
Commodity derivative asset (liability), net
 
 
 
 
 
 
 
 
 
September 30, 2012
$
1,553

 
$
—

 
$
—

 
$
1,553

 
$
1,553

December 31, 2011
$
(179
)
 
$
—

 
$
—

 
$
(179
)
 
$
(179
)
Changes in level 3 fair value measurements 
Contracts classified as Level 3 are valued using price inputs available from public markets to the extent that the markets are liquid or the relevant settlement periods:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Fair value asset (liability), beginning of period
$
3,315

 
$
(302
)
 
$
(179
)
 
$
—

Realized gain (loss) on early termination of commodity derivatives
—

 
—

 
—

 
(2,998
)
Unrealized gain (loss) on commodity derivatives
(1,762
)
 
953

 
1,732

 
(19
)
Purchases
—

 
—

 
—

 
670

Settlements
—

 
—

 
—

 
2,998

Fair value asset (liability), end of period
$
1,553

 
$
651

 
$
1,553

 
$
651

Property, Plant and Equipment (Tables)
Property, plant and equipment, net
Property, plant and equipment, net, as of September 30, 2012 and December 31, 2011 were as follows:
 
 
Useful Life
 
September 30,
2012
 
December 31, 2011
 
(in years)
 
(in thousands)
Land
 
 
$
2,254

 
$
41

Construction in progress
 
 
3,347

 
3,380

Buildings and improvements
4 to 40
 
1,439

 
1,490

Processing and treating plants
8 to 40
 
97,816

 
49,396

Pipelines
5 to 40
 
157,042

 
146,788

Compressors
4 to 20
 
8,681

 
7,437

Equipment
8 to 20
 
2,078

 
1,198

Computer software
5
 
1,691

 
1,500

Total property, plant and equipment
 
 
274,348

 
211,230

Accumulated depreciation
 
 
(56,796
)
 
(40,999
)
Property, plant and equipment, net
 
 
$
217,552

 
$
170,231

Long-Term Debt (Tables)
Outstanding borrowings under the credit facility
Our outstanding borrowings under the credit facility at September 30, 2012 and December 31, 2011, respectively, were:
 
 
September 30,
2012
 
December 31, 2011
 
(in thousands)
Revolving loan facility
$
118,650

 
$
66,270

Partners' Capital (Tables)
numbers of units outstanding 
The numbers of units outstanding were as follows:
 
 
September 30,
2012
 
December 31, 2011
 
(in thousands)
Limited partner common units
4,582

 
4,561

Limited partner subordinated units
4,526

 
4,526

General partner units
185

 
185

Basic and diluted net income (loss) per general partner unit 
We determined basic and diluted net income (loss) per general partner unit and limited partner unit as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands except unit amounts)
Net income (loss) attributable to general partner and limited partners
$
(4,275
)
 
$
(4,167
)
 
$
(257
)
 
$
(11,859
)
Weighted average general partner and limited partner units outstanding (basic and diluted) (a)
9,293

 
7,932

 
9,288

 
6,421

General partner and limited partner net income (loss) per unit (basic and diluted)
(0.46
)
 
(0.53
)
 
(0.03
)
 
(1.85
)
Net income (loss) attributable to limited partners
$
(4,190
)
 
$
(4,084
)
 
$
(252
)
 
$
(11,622
)
Weighted average limited partner units outstanding (basic and diluted) (a)
9,108

 
7,774

 
9,103

 
6,296

Limited partners’ net income (loss) per unit (basic and diluted)
(0.46
)
 
(0.53
)
 
(0.03
)
 
(1.85
)
Net income (loss) attributable to general partner
$
(85
)
 
$
(83
)
 
$
(5
)
 
$
(237
)
Weighted average general partner units outstanding (basic and diluted)
185

 
158

 
185

 
125

General partner net income (loss) per unit (basic and diluted)
$
(0.46
)
 
$
(0.53
)
 
$
(0.03
)
 
$
(1.90
)
Long-Term Incentive Plan (Tables)
Table summarizes our unit-based awards
The following table summarizes our unit-based awards for each of the periods indicated, in units:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Outstanding at beginning of period
172,551

 
209,824

 
162,860

 
205,864

Granted
—

 
—

 
34,560

 
19,414

Forfeited
(12,517
)
 
—

 
(12,517
)
 
—

Vested
—

 
—

 
(24,869
)
 
(15,454
)
Outstanding at end of period
160,034

 
209,824

 
160,034

 
209,824

Fair value per unit
14.70 to $21.40

 
14.70 to $19.69

 
14.70 to $21.40

 
14.70 to $19.69

Post-Employment Benefits (Tables)
Cost recognized in Unaudited Condensed Consolidated Statements of Operations
 
OPEB Plan
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Net Periodic (Benefit) Cost
 
 
 
 
 
 
 
Service cost
$
1

 
—

 
$
3

 
—

Interest cost
4

 
—

 
12

 
—

Expected return on plan assets
(16
)
 
—

 
(49
)
 
—

Amortization of net (gain) loss
(9
)
 
—

 
(27
)
 
—

Net periodic (benefit) cost
$
(20
)
 
$
—

 
$
(61
)
 
$
—

Commitments and Contingencies (Tables)
Future non-cancelable commitments related to certain contractual obligations 
Future non-cancellable commitments related to certain contractual obligations as of September 30, 2012 are presented below:
 
 
Payments Due by Period
(in thousands)
 
Total
 
2012
 
2013
 
2014
 
2015
 
2016
 
Thereafter
Operating leases and service contract
$
2,282

 
$
99

 
$
416

 
$
423

 
$
400

 
$
156

 
$
788

Asset retirement obligation
8,559

 
—

 
—

 
—

 
—

 
8,107

 
452

Total
$
10,841

 
$
99

 
$
416

 
$
423

 
$
400

 
$
8,263

 
$
1,240

Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements 
Total expenses related to operating leases, asset retirement obligations, land site leases and right-of-way agreements were:
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
(in thousands)
Operating leases
$
254

 
$
177

 
$
692

 
$
578

Asset retirement obligation
10

 
2

 
23

 
10

 
$
264

 
$
179

 
$
715

 
$
588

Reporting Segments (Tables)
Segment information
The following tables set forth our segment information:
 
 
Three Months Ended
 
September 30,
 
2012
 
2011
 
Gathering
and
Processing
 
Transmission
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
 
(in thousands)
Revenue
$
45,376

 
$
12,710

 
$
58,086

 
$
41,218

 
$
15,787

 
$
57,005

Segment gross margin (a)
10,736

 
3,450

 
14,186

 
6,821

 
2,825

 
9,646

Unrealized gain (loss) on commodity derivatives (b)
(1,762
)
 
—

 
(1,762
)
 
953

 
—

 
953

Direct operating expenses
3,935

 
1,329

 
5,264

 
1,845

 
1,540

 
3,385

Selling, general and administrative expenses
 
 
 
 
3,679

 
 
 
 
 
2,497

Advisory services agreement termination fee
 
 
 
 
—

 
 
 
 
 
2,500

Equity compensation expense
 
 
 
 
474

 
 
 
 
 
331

Depreciation and accretion expense
 
 
 
 
5,536

 
 
 
 
 
5,261

(Gain) loss on sale of assets, net
 
 
 
 
(4
)
 
 
 
 
 
(586
)
Interest expense
 
 
 
 
1,501

 
 
 
 
 
1,378

Net income (loss)
 
 
 
 
(4,026
)
 
 
 
 
 
(4,167
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
249

 
 
 
 
 
—

Net income (loss) attributable to the Partnership
 
 
 
 
$
(4,275
)
 
 
 
 
 
$
(4,167
)
 
 
Nine Months Ended
 
September 30,
 
2012
 
2011
 
Gathering
and
Processing
 
Transmission
 
Total
 
Gathering
and
Processing
 
Transmission
 
Total
 
(in thousands)
Revenue
$
111,246

 
$
37,117

 
$
148,363

 
$
138,487

 
$
51,887

 
$
190,374

Segment gross margin (a)
29,198

 
11,817

 
41,015

 
22,988

 
9,661

 
32,649

Realized gain (loss) on early termination of commodity derivatives (b)
—

 
—

 
—

 
(2,998
)
 
—

 
(2,998
)
Unrealized gain (loss) on commodity derivatives (b)
1,732

 
—

 
1,732

 
(19
)
 
—

 
(19
)
Direct operating expenses
8,495

 
3,536

 
12,031

 
5,478

 
4,070

 
9,548

Selling, general and administrative expenses
 
 
 
 
10,676

 
 
 
 
 
7,649

Advisory services agreement termination fee
 
 
 
 
—

 
 
 
 
 
2,500

Equity compensation expense
 
 
 
 
1,272

 
 
 
 
 
2,989

Depreciation and accretion expense
 
 
 
 
15,819

 
 
 
 
 
15,468

(Gain) loss on sale of assets, net
 
 
 
 
(126
)
 
 
 
 
 
(586
)
Interest expense
 
 
 
 
3,083

 
 
 
 
 
3,923

Net income (loss)
 
 
 
 
(8
)
 
 
 
 
 
(11,859
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
249

 
 
 
 
 
—

Net income (loss) attributable to the Partnership
 
 
 
 
$
(257
)
 
 
 
 
 
$
(11,859
)
 
(a)
Segment gross margin for our Gathering and Processing segment consists of total revenue less purchases of natural gas, NGLs and condensate. Segment gross margin for our Transmission segment consists of total revenue less purchases of natural gas. Gross margin consists of the sum of the segment gross margin for each segment. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.
(b)
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. For the three and nine months ended September 30, 2011, $1.0 million and $(0.1) million, respectively, in unrealized gains (losses) were excluded from our Gathering and Processing segment gross margin. Effective April 1, 2011 we changed our segment gross margin measure to exclude realized gain (loss) on early termination of commodity derivatives. For the three and nine months ended September 30, 2011, zero dollars and $(3.0) million, respectively, in unrealized gains (losses) were excluded from our Gathering and Processing segment gross margin.
Subsidiary Guarantors (Tables)
Schedule of Condensed Consolidating Balance Sheet 
 Condensed Consolidating Balance Sheet
As of September 30, 2012
 
 
 
 
 
 
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
 
(in thousands)
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
1

$
496

$
—

$
—

$
497

Accounts receivable
—

1,776

—

—

1,776

Unbilled revenue
—

11,999

5,604

—

17,603

Risk management assets
—

1,347

—

—

1,347

Other current assets
—

2,602

322

—

2,924

Total current assets
1

18,220

5,926

—

24,147

Property, plant and equipment, net
—

158,951

58,601

—

217,552

Risk management assets - long term
—

207

—

—

207

Investment in subsidiaries
90,325

51,863

—

(142,188
)
—

Other assets, net
—

4,520

—

—

4,520

Total assets
$
90,326

$
233,761

$
64,527

$
(142,188
)
$
246,426

 
 
 
 
 
 
Liabilities and Partners’ Capital
 
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable
$
—

$
2,571

$
469

$
—

$
3,040

Accrued gas purchases
—

8,615

4,297

—

12,912

Risk management liabilities
—

—

—

—

—

Accrued expenses and other current liabilities
—

5,171

36

—

5,207

Total current liabilities
—

16,357

4,802

—

21,159

Other liabilities
—

8,429

455

—

8,884

Long-term debt
—

118,650

—

—

118,650

Total liabilities
—

143,436

5,257

—

148,693

 
 
 
 
 
 
Total partners' capital
90,326

90,325

51,863

(142,188
)
90,326

Total liabilities and partners' capital
$
90,326

$
233,761

$
57,120

$
(142,188
)
$
239,019

Noncontrolling interest
—

—

7,407

—

7,407

Total liabilities, partners' equity and noncontrolling interest
$
90,326

$
233,761

$
64,527

$
(142,188
)
$
246,426

Schedule of Condensed Consolidating Statements of Operations 
 Condensed Consolidating Statements of Operations
Three months ended September 30, 2012
 
 
 
 
 
 
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
 
(in thousands)
Revenue
$
—

$
43,085

$
15,371

$
(370
)
$
58,086

Unrealized gains (loss) on commodity derivatives
—

(1,762
)
—

—

(1,762
)
Total revenue
—

41,323

15,371

(370
)
56,324

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

32,729

11,541

(370
)
43,900

Direct operating expenses
—

4,286

978

—

5,264

Selling, general and administrative expenses
—

3,583

96

—

3,679

Equity compensation expense
—

474

—

—

474

Depreciation and accretion expense
—

5,134

402

—

5,536

(Gain) loss on sale of assets, net
—

(4
)
—

—

(4
)
Total operating expenses
—

46,202

13,017

(370
)
58,849

Operating income (loss)
—

(4,879
)
2,354

—

(2,525
)
Other income (expenses):
 
 
 
 
 
Earnings from consolidated affiliates
(4,275
)
2,105

—

2,170

—

Interest expense
—

(1,501
)
—

—

(1,501
)
Net income (loss)
(4,275
)
(4,275
)
2,354

2,170

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

—

249

—

249

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

$
2,170

$
(4,275
)
 Condensed Consolidating Statements of Operations
Nine months ended September 30, 2012
 
 
 
 
 
 
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
 
(in thousands)
Revenue
$
—

$
133,362

$
15,371

$
(370
)
$
148,363

Unrealized gains (loss) on commodity derivatives
—

1,732

—

—

1,732

Total revenue
—

135,094

15,371

(370
)
150,095

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

96,177

11,541

(370
)
107,348

Direct operating expenses
—

11,053

978

—

12,031

Selling, general and administrative expenses
—

10,580

96

—

10,676

Equity compensation expense
—

1,272

—

—

1,272

Depreciation and accretion expense
—

15,417

402

—

15,819

(Gain) loss on sale of assets, net
—

(126
)
—

—

(126
)
Total operating expenses
—

134,373

13,017

(370
)
147,020

Operating income (loss)
—

721

2,354

—

3,075

Other income (expenses):
 
 
 
 
 
Earnings from consolidated affiliates
(257
)
2,105

—

(1,848
)
—

Interest expense
—

(3,083
)
—

—

(3,083
)
Net income (loss)
(257
)
(257
)
2,354

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

—

249

—

249

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

$
(1,848
)
$
(257
)
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] 
 Condensed Consolidating Statements of Cash Flows
Nine months ended September 30, 2012
 
 Parent
 Guarantor Subsidiaries
 Non-Guarantor Subsidiaries
 Consolidating Adjustments
 Consolidated
 
(in thousands)
 
 
 
 
 
 
Net cash provided (used) in operating activities
—

14,122

2,354

—

16,476

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

(51,377
)
—

—

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

(4,196
)
(269
)
—

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

126

—

—

126

Net contributions from affiliates
12,037

—

—

(12,037
)
—

Net distributions to affiliates
—

(10,201
)
(1,836
)
12,037

—

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

(65,648
)
(2,105
)
—

(55,716
)
Cash flows from financing activities
 
 
 
 
 
Unit holder contributions
13

—

—

—

13

Unit holder distributions
(12,050
)
—

—

—

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

—

(249
)
—

(249
)
LTIP tax netting unit repurchase
—

(88
)
—

—

(88
)
Deferred debt issuance costs
—

(1,140
)
—

—

(1,140
)
Payments on long-term debt
—

(42,310
)
—

—

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

94,690

—

—

94,690

Net cash provided (used) in financing activities
(12,037
)
51,152

(249
)
—

38,866

Net increase (decrease) in cash and cash equivalents
—

(374
)
—

—

(374
)
Cash and cash equivalents
 
 
 
 
 
Beginning of period
1

870

—

—

871

End of period
$
1

$
496

$
—

$
—

$
497

Supplemental cash flow information
 
 
 
 
 
Interest payments
$
—

$
1,894

$
—

$
—

$
1,894

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

$
808

$
—

$
—

$
808

Organization and Basis of Presentation (Details) (USD $)
6 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2012
counties
Dec. 31, 2011
Jul. 31, 2011
Aug. 27, 2011
IPO [Member]
Sep. 30, 2012
IPO [Member]
Jul. 31, 2011
IPO [Member]
Jul. 29, 2011
IPO [Member]
Jul. 31, 2011
IPO [Member]
Maximum [Member]
Jul. 31, 2011
Common unit [Member]
Jul. 29, 2011
Common unit [Member]
Sep. 30, 2012
Gloria gathering system [Member]
mi
Stations
hp
Sep. 30, 2012
Gloria gathering system [Member]
Maximum [Member]
in
Sep. 30, 2012
Gloria gathering system [Member]
Minimum [Member]
in
Sep. 30, 2012
Lafitte gathering system [Member]
mi
Sep. 30, 2012
Lafitte gathering system [Member]
Maximum [Member]
in
Sep. 30, 2012
Lafitte gathering system [Member]
Minimum [Member]
in
Sep. 30, 2012
Bazor Ridge gathering and processing system [Member]
Stations
hp
mi
Sep. 30, 2012
Bazor Ridge gathering and processing system [Member]
Maximum [Member]
in
Sep. 30, 2012
Bazor Ridge gathering and processing system [Member]
Minimum [Member]
in
Sep. 30, 2012
The Quivira gathering system [Member]
mi
in
Sep. 30, 2012
The Quivira gathering system [Member]
Maximum [Member]
in
Sep. 30, 2012
The Quivira gathering system [Member]
Minimum [Member]
in
Sep. 30, 2012
Offshore Texas system [Member]
mi
System
Sep. 30, 2012
Offshore Texas system [Member]
Maximum [Member]
in
Sep. 30, 2012
Offshore Texas system [Member]
Minimum [Member]
in
Sep. 30, 2012
Alabama processing system [Member]
Plants
Sep. 30, 2012
Magnolia gathering system [Member]
mi
hp
Stations
Sep. 30, 2012
Magnolia gathering system [Member]
Maximum [Member]
in
Sep. 30, 2012
Magnolia gathering system [Member]
Minimum [Member]
in
Sep. 30, 2012
Bamagas system [Member]
in
mi
Plants
Sep. 30, 2012
MLGT system [Member]
Customer
mi
Sep. 30, 2012
MLGT system [Member]
Maximum [Member]
in
Sep. 30, 2012
MLGT system [Member]
Minimum [Member]
in
Sep. 30, 2012
Midla system [Member]
mi
Sep. 30, 2012
AlaTenn system [Member]
mi
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gathering pipeline
 
 
 
 
 
 
 
 
 
 
110 
 
 
40 
 
 
160 
 
 
34 
 
 
56 
 
 
 
116 
 
 
52 
54 
 
 
370 
295 
Diameters ranging from
 
 
 
 
 
 
 
 
 
 
 
16 
3 
 
12 
4 
 
8 
3 
 
8 
6 
 
16 
6 
 
 
24 
6 
30 
 
14 
3 
 
 
Counties in Which Entity Operates in Alabama
3 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
County In Which Entity Operates, Alabama, Mississippi, and Tennessee
8 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of compressor stations
 
 
 
 
 
 
 
 
 
 
3 
 
 
 
 
 
3 
 
 
 
 
 
 
 
 
 
1 
 
 
 
 
 
 
 
 
Combined compression capacity
 
 
 
 
 
 
 
 
 
 
1,877 
 
 
 
 
 
1,069 
 
 
 
 
 
 
 
 
 
3,328 
 
 
 
 
 
 
 
 
Diameters length ranging
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of parallel gathering systems
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2 
 
 
 
 
 
 
 
 
 
 
 
 
Small number of skid-mounted treating and processing plants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2 
 
 
 
 
 
 
 
 
 
Number of power plants owned
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2 
 
 
 
 
 
Number of intrastate industrial customers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7 
 
 
 
 
Common units issued
 
 
 
 
 
 
 
 
3,750,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Price per unit
 
 
$ 21.00 
 
 
$ 21.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate offering price
 
 
 
 
 
$ 78,750,000 
 
$ 90,562,500 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Discounts and commissions to the underwriters paid
 
 
 
4,900,000 
4,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offering expenses
 
 
 
4,200,000 
4,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Structuring fee
 
 
 
 
600,000 
600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net proceeds from our initial public offering
 
 
 
 
$ 69,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner interest, units issued
185,000 
185,000 
 
 
 
 
76,019 
 
 
76,019 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partnership interest
 
 
 
 
 
 
2.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
 
 
 
 
Non-controlling interest
12.60% 
 
12.60% 
 
Revenue Recognition
 
 
 
 
Sales of natural gas, NGLs and condensate
$ 53,771 
$ 53,833 
$ 134,153 
$ 179,545 
Other
1,287 
207 
3,669 
586 
Revenue, Net
58,086 
57,005 
148,363 
190,374 
Transportation-firm [Member]
 
 
 
 
Revenue Recognition
 
 
 
 
Transportation
2,230 
2,077 
7,703 
7,572 
Transportation-Interruptible [Member]
 
 
 
 
Revenue Recognition
 
 
 
 
Transportation
$ 798 
$ 888 
$ 2,838 
$ 2,671 
Acquisitions (Details) (USD $)
9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2012
MMcf
Dec. 31, 2011
Dec. 1, 2011
Dec. 1, 2011
Plant Operator, Enterprise Gas Processing, LLC [Member]
Dec. 1, 2011
Burns Point Plant [Member]
Sep. 30, 2011
Chatom Processing, Gathering and Fraftionation Plant [Member]
Sep. 30, 2012
Chatom Processing, Gathering and Fraftionation Plant [Member]
mi
Sep. 30, 2011
Chatom Processing, Gathering and Fraftionation Plant [Member]
Jul. 2, 2012
Chatom Processing, Gathering and Fraftionation Plant [Member]
Pro Forma Consolidation
 
 
 
 
 
 
 
 
 
Business Acquisition, Pro Forma Revenue
 
 
 
 
 
$ 68,721,000 
$ 185,851,000 
$ 221,579,000 
 
Business Acquisition, Pro Forma Net Income (Loss)
 
 
 
 
 
(4,580,000)
1,926,000 
(11,543,000)
 
Consideration transferred to acquire the Chatom Assets
 
 
 
 
 
 
 
 
 
Cash
497,000 
 
 
 
 
 
 
 
51,377,000 
Unbilled revenue
 
 
 
 
 
 
 
 
4,535,000 
Property, plant and equipment
217,552,000 
170,231,000 
 
 
 
 
 
 
58,279,000 
Asset retirement cost
 
 
 
 
 
 
 
 
452,000 
Accounts payable
3,040,000 
837,000 
 
 
 
 
 
 
(399,000)
Accrued gas purchases
12,912,000 
14,715,000 
 
 
 
 
 
 
(3,631,000)
Asset retirement obligation
 
 
 
 
 
 
 
 
(452,000)
Non-controlling interest
7,407,000 
0 
 
 
 
 
 
 
(7,407,000)
Total identifiable net assets
 
 
 
 
 
 
 
 
51,377,000 
Acquisition (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
Total cash consideration
 
 
35,500,000 
 
 
 
 
 
51,400,000 
Liabilities assumed
 
 
0 
 
 
 
 
 
 
Purchase effective date
Nov. 01, 2011 
 
 
 
 
 
 
 
 
Quivira system currently supplies inlet volume to the Plant
88.00% 
 
 
 
 
 
 
 
 
Current capacity of plant
165 
 
 
 
 
 
 
 
 
Property plant and equipment in useful life
40 years 
 
 
 
 
 
 
 
 
Chatom Assets Location
 
 
 
 
 
 
15 
 
 
Capacity of Refrigeration Processing Plant
 
 
 
 
 
 
25 
 
 
Fractionation unit
 
 
 
 
 
 
1,900 
 
 
Long-ton per day sulfur recovery
 
 
 
 
 
 
160 
 
 
Gas Gathering System
 
 
 
 
 
 
29 
 
 
Chatom Assets contributed revenue attributable to the partnership
 
 
 
 
 
 
13,100,000 
 
 
Chatom Assets contributed net income attributable to the partnership
 
 
 
 
 
 
$ 1,700,000 
 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
12.60% 
 
 
 
 
 
 
 
 
Assumed Cost of Capital
9.25% 
 
 
 
 
 
 
 
 
Inflationary Cost
2.50% 
 
 
 
 
 
 
 
 
Effective Income Tax Rate, Continuing Operations
35.00% 
 
 
 
 
 
 
 
 
Effective Income Tax Rate Reconciliation, State and Local Income Taxes
6.50% 
 
 
 
 
 
 
 
 
Acquired interest in the chatom processing and fractionation
 
 
 
50.00% 
50.00% 
 
 
 
87.40% 
Concentration of Credit Risk and Trade Accounts Receivable (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Dec. 31, 2011
Concentration of Credit Risk and Trade Accounts Receivable (Textual) [Abstract]
 
 
 
 
 
Revenue
$ 58,086 
$ 57,005 
$ 148,363 
$ 190,374 
 
Allowance for Doubtful Accounts Receivable
0 
 
0 
 
0 
Minimum [Member]
 
 
 
 
 
Concentration of Credit Risk and Trade Accounts Receivable (Textual) [Abstract]
 
 
 
 
 
Significant customers, representing in our consolidated revenue, not less than
10.00% 
 
10.00% 
 
 
ConocoPhillips Corporation [Member]
 
 
 
 
 
Concentration of Credit Risk and Trade Accounts Receivable (Textual) [Abstract]
 
 
 
 
 
Revenue
13,300 
24,300 
42,700 
78,600 
 
Shell Trading (US) Company [Member]
 
 
 
 
 
Concentration of Credit Risk and Trade Accounts Receivable (Textual) [Abstract]
 
 
 
 
 
Revenue
9,900 
 
 
 
 
Enbridge Marketing (Us) L.P [Member]
 
 
 
 
 
Concentration of Credit Risk and Trade Accounts Receivable (Textual) [Abstract]
 
 
 
 
 
Revenue
6,900 
10,500 
23,900 
33,400 
 
ExxonMobil Corporation [Member]
 
 
 
 
 
Concentration of Credit Risk and Trade Accounts Receivable (Textual) [Abstract]
 
 
 
 
 
Revenue
$ 6,500 
$ 10,100 
$ 18,300 
$ 29,800 
 
Derivatives (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Dec. 31, 2011
Risk management assets and Risk management liabilities
 
 
Derivative Assets, Current
$ 1,347 
$ 456 
Derivative Assets, Noncurrent
207 
0 
Derivative Liabilities, Current
0 
635 
Commodity derivatives [Member]
 
 
Risk management assets and Risk management liabilities
 
 
Derivative Assets, Current
1,347 
456 
Derivative Assets, Noncurrent
207 
 
Derivative Liabilities, Current
 
635 
Risk management liabilities long term
   
   
Derivatives (Details1) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Unrealized Mark to Market Gains Losses
 
 
 
 
Unrealized gain (loss) on commodity derivatives
$ (1,762)
$ 953 
$ 1,732 
$ (19)
Commodity derivatives [Member]
 
 
 
 
Unrealized Mark to Market Gains Losses
 
 
 
 
Unrealized gain (loss) on commodity derivatives
$ (1,762)
$ 953 
$ 1,732 
$ (19)
Derivatives (Details Textual)
Sep. 30, 2012
gal
Derivatives (Textual) [Abstract]
 
Aggregate notional volume of our commodity derivative
11,400,000 
Fair Value Measurement (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Maximum [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Forward NGL commodity prices
 
1.220 
Volatility curves
34.80% 
 
Discount Factors
1.070 
 
Minimum [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Forward NGL commodity prices
 
0.965 
Volatility curves
20.00% 
 
Discount Factors
0.973 
 
Cash Flow Hedging [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Valuation Technique
Forecasted future cash flow 
 
Cash Flow Hedging [Member] |
Level 1 [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
$ 1,553 
 
Fair Value Measurement (Details 1) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Dec. 31, 2011
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
$ 1,553 
$ (179)
Carrying Reported Amount Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Carrying Amount
1,553 
(179)
Level 1 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
0 
0 
Level 2 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
0 
0 
Level 3 [Member] |
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
Estimated Fair Value
$ 1,553 
$ (179)
Fair Value Measurement (Details 2) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Changes in Level 3 Fair Value Measurements
 
 
 
 
Fair value asset (liability), beginning of period
$ 3,315 
$ (302)
$ (179)
$ 0 
Realized gain (loss) on early termination of commodity derivatives
0 
0 
0 
(2,998)
Unrealized gain (loss) on commodity derivatives
(1,762)
953 
1,732 
(19)
Fair value asset (liability), End of period
1,553 
651 
1,553 
651 
Purchase [Member]
 
 
 
 
Changes in Level 3 Fair Value Measurements
 
 
 
 
Purchases
0 
0 
0 
670 
Settlements [Member]
 
 
 
 
Changes in Level 3 Fair Value Measurements
 
 
 
 
Settlements
$ 0 
$ 0 
$ 0 
$ 2,998 
Fair Value Measurement (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Fair Value (Textual) [Abstract]
 
 
 
 
Monthly swap settlements
$ 1.0 
$ (0.4)
$ 1.6 
$ (1.3)
Property, Plant and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 3 Months Ended
Sep. 30, 2012
Dec. 31, 2011
Sep. 30, 2012
Land [Member]
Dec. 31, 2011
Land [Member]
Sep. 30, 2012
Construction in progress [Member]
Dec. 31, 2011
Construction in progress [Member]
Sep. 30, 2012
Buildings and improvements [Member]
Dec. 31, 2011
Buildings and improvements [Member]
Sep. 30, 2012
Processing and treating plants [Member]
Dec. 31, 2011
Processing and treating plants [Member]
Sep. 30, 2012
Pipelines [Member]
Dec. 31, 2011
Pipelines [Member]
Sep. 30, 2012
Compressors [Member]
Dec. 31, 2011
Compressors [Member]
Sep. 30, 2012
Equipment [Member]
Dec. 31, 2011
Equipment [Member]
Sep. 30, 2012
Computer software [Member]
Dec. 31, 2011
Computer software [Member]
Sep. 30, 2012
Property, Plant And Equipment [Member]
Dec. 31, 2011
Property, Plant And Equipment [Member]
Sep. 30, 2012
Maximum [Member]
Buildings and improvements [Member]
Sep. 30, 2012
Maximum [Member]
Processing and treating plants [Member]
Sep. 30, 2012
Maximum [Member]
Pipelines [Member]
Sep. 30, 2012
Maximum [Member]
Compressors [Member]
Sep. 30, 2012
Maximum [Member]
Equipment [Member]
Sep. 30, 2012
Maximum [Member]
Computer software [Member]
Sep. 30, 2012
Minimum [Member]
Buildings and improvements [Member]
Sep. 30, 2012
Minimum [Member]
Processing and treating plants [Member]
Sep. 30, 2012
Minimum [Member]
Pipelines [Member]
Sep. 30, 2012
Minimum [Member]
Compressors [Member]
Sep. 30, 2012
Minimum [Member]
Equipment [Member]
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment gross
 
 
 
$ 41 
 
$ 3,380 
 
$ 1,490 
 
$ 49,396 
 
$ 146,788 
 
$ 7,437 
 
$ 1,198 
 
$ 1,500 
 
$ 211,230 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment in useful life
40 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40 years 
40 years 
40 years 
20 years 
20 years 
5 years 
4 years 
8 years 
5 years 
4 years 
8 years 
Accumulated depreciation
(56,796)
(40,999)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$ 217,552 
$ 170,231 
$ 2,254 
 
$ 3,347 
 
$ 1,439 
 
$ 97,816 
 
$ 157,042 
 
$ 8,681 
 
$ 2,078 
 
$ 1,691 
 
$ 274,348 
 
 
 
 
 
 
 
 
 
 
 
 
Property, Plant and Equipment (Details Textual) (USD $)
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Dec. 31, 2011
Sep. 30, 2012
Sep. 30, 2011
Property Plant and Equipment (Additional Textual) [Abstract]
 
 
 
 
 
AROs included in other liabilities for specific assets
 
 
$ 900,000 
$ 500,000 
 
accretion expense, included in depreciation expense
100,000 
300,000 
 
100,000 
1,000,000 
AlaTenn system [Member]
 
 
 
 
 
Asset Retirement Obligations (Textual) [Abstract]
 
 
 
 
 
Property plant and equipment gross
24,800,000 
 
 
24,800,000 
 
Midla system [Member]
 
 
 
 
 
Asset Retirement Obligations (Textual) [Abstract]
 
 
 
 
 
Property plant and equipment gross
 
 
$ 24,000,000 
 
 
Long-Term Debt (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Dec. 31, 2011
Debt Disclosure [Abstract]
 
 
Long- term debt
$ 118,650 
$ 66,270 
Long-Term Debt (Details Textual) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 30, 2012
Jun. 27, 2012
Sep. 30, 2011
Long-Term Debt (Textual) [Abstract]
 
 
 
Interest Margin Maximum
3.50% 
 
 
Interest rate Minimum
2.25% 
 
 
Credit facility
 
$ 50 
 
Total revolving facility
 
250 
 
Long Term Debt (Additional Textual) [Abstract]
 
 
 
Line of Credit Facility, Maximum Borrowing Capacity
200 
 
 
Debt Instrument, Description of Variable Rate Basis
Federal Funds Rate plus 1/2 of 1% 
 
 
Adjusted EBITDA
4.50 
 
 
Facility fee
1.00% 
 
 
Increase in Commitments Due to Amendment in Credit Facility
200 
 
 
Interest Announced By Bank Of America
prime rate 
 
 
Commitment Fee on the Undrawn Portion of the Revolving Loan
0.50% 
 
 
Debt, Weighted Average Interest Rate
4.09% 
 
7.37% 
Maximum Leverage Ratio
4.5 
 
 
Interest Minimum Coverage Ratio
2.5 
 
 
Letters of Credit Outstanding, Amount
0.6 
 
 
Debt Issuance Cost
3.6 
 
 
Revolving Credit Facility [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Former credit facility
 
$ 100 
 
Maximum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Interest Margin Maximum
2.50% 
 
 
Minimum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Interest rate Minimum
1.25% 
 
 
Partners' Capital (Details)
Sep. 30, 2012
Dec. 31, 2011
Limited partner common units, outstanding
9,108,000 
9,087,000 
General partner interest units,outstanding
185,000 
185,000 
AIM Midstream Holdings No. of units outstanding [Member]
 
 
Limited partner common units, outstanding
4,582,000 
4,561,000 
Limited partner subordinated units
4,526,000 
4,526,000 
General partner interest units,outstanding
185,000 
185,000 
Partners' Capital (Details 1) (USD $)
Share data in Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Basic and Diluted net income (loss) per general partner unit
 
 
 
 
Net income (loss)
$ (4,026,000)
$ (4,167,000)
$ (8,000)
$ (11,859,000)
Weighted average general partner and limited partner units outstanding (basic)
9,108 
7,774 
9,103 
6,296 
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic
(0.46)
(0.53)
(0.03)
(1.85)
General Partner Interest [Member]
 
 
 
 
Basic and Diluted net income (loss) per general partner unit
 
 
 
 
Net income (loss)
(85,000)
(83,000)
(5,000)
(237,000)
Weighted average general partner and limited partner units outstanding (basic)
185 
158 
185 
125 
Net Income (Loss), Per Outstanding Limited Partnership Unit, Diluted
(0.46)
(0.53)
(0.03)
(1.90)
Limited Partner Interest [Member]
 
 
 
 
Basic and Diluted net income (loss) per general partner unit
 
 
 
 
Net income (loss)
(4,190,000)
(4,084,000)
(252,000)
(11,622,000)
Weighted average general partner and limited partner units outstanding (basic)
9,108 
7,774 
9,103 
6,296 
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic
(0.46)
(0.53)
(0.03)
(1.85)
General Partner and Limited Partner [Member]
 
 
 
 
Basic and Diluted net income (loss) per general partner unit
 
 
 
 
Net income (loss)
$ (4,275,000)
$ (4,167,000)
$ (257,000)
$ (11,859,000)
Weighted average general partner and limited partner units outstanding (basic)
9,293 
7,932 
9,288 
6,421 
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic
(0.46)
(0.53)
(0.03)
(1.85)
Partners Capital (Details Textual) (USD $)
0 Months Ended 9 Months Ended 9 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2012
Sep. 30, 2011
Dec. 31, 2011
Jul. 31, 2011
Sep. 30, 2012
General Partner Interest [Member]
Aug. 27, 2011
IPO [Member]
Sep. 30, 2012
IPO [Member]
Jul. 31, 2011
IPO [Member]
Jul. 31, 2011
IPO [Member]
Common Units [Member]
Subsidiary, Sale of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
Stockholders' Equity, Reverse Stock Split
 
0.485 
 
 
 
 
 
 
 
 
Holdings converted to common units
801,139 
801,139 
 
 
 
 
 
 
 
 
General partner interest
 
98.00% 
 
 
 
2.00% 
 
 
 
 
IPO common units
 
 
 
 
 
 
 
 
 
3,750,000 
Price per unit
 
 
 
 
$ 21.00 
 
 
 
$ 21.00 
 
Underwriting discounts and commissions
 
 
 
 
 
 
$ 4,900,000 
$ 4,900,000 
 
 
Offering expenses
 
 
 
 
 
 
4,200,000 
4,200,000 
 
 
Structuring fee
 
 
 
 
 
 
 
600,000 
600,000 
 
General partner interest units,outstanding
185,000 
185,000 
 
185,000 
 
108,718 
 
 
 
 
Proceeds from our initial public offering
 
 
 
 
 
 
 
69,100,000 
 
 
Percentage of agregate limited partnership
 
 
 
 
 
 
 
97.10% 
 
 
Partners Capital (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
Percentage maintain for general partners interest
 
98.00% 
 
 
 
2.00% 
 
 
 
 
General partner interest (185 and 185 thousand units issued and outstanding as of September 30, 2012 and December 31, 2011, respectively)
1,669,000 
1,669,000 
 
1,091,000 
 
 
 
 
 
 
Limited Partners' Capital Account
88,202,000 
88,202,000 
 
99,890,000 
 
 
 
 
 
 
Aggregate common units
 
 
 
 
5,327,205 
 
 
 
 
 
Holdings converted to common units
801,139 
801,139 
 
 
 
 
 
 
 
 
Holdings converted to subordinated units
 
4,526,066 
 
 
 
 
 
 
 
 
Units held by general partners reverse split in to units
 
0.485 
 
 
 
 
 
 
 
 
Holdings reverse split in to common units
 
0.485 
 
 
 
 
 
 
 
 
Reverse split up results to ownership of aggregate common units
50,946 
50,946 
 
 
 
 
 
 
 
 
Percentage of agragate limited partner interest
100.00% 
0.90% 
 
 
 
 
 
 
 
 
Outstanding Phantom units granted to participants in LTIP reverse split in to Phantom units
 
0.485 
 
 
 
 
 
 
 
 
Aggregate holding of Phantom units
 
209,824 
 
 
 
 
 
 
 
 
Common units contributed to general partners as a capital contribution
 
76,019 
 
 
 
 
 
 
 
 
Exchange of general partner units in order to maintain general partners interest
 
76,019 
 
 
 
 
 
 
 
 
Distributions
 
12,100,000 
7,400,000 
 
 
 
 
 
 
 
Special Distribution To Participants In Long Term Incentive Plan
 
$ 33,700,000 
 
 
 
 
 
 
 
 
Long-Term Incentive Plan (Details)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Table Summarizes Unit Based Awards
 
 
 
 
Outstanding, Beginning period
172,551 
209,824 
162,860 
205,864 
Granted
0 
   
34,560 
19,414 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period
(12,517)
0 
(12,517)
0 
LTIP vesting, Shares
0 
0 
(24,869)
(15,454)
Outstanding, Ending period
160,034 
209,824 
160,034 
209,824 
Maximum [Member]
 
 
 
 
Table Summarizes Unit Based Awards
 
 
 
 
Fair Value Per Unit
21.40 
19.69 
21.40 
19.69 
Minimum [Member]
 
 
 
 
Table Summarizes Unit Based Awards
 
 
 
 
Fair Value Per Unit
14.70 
14.70 
14.70 
14.70 
Long Term Incentive Plan (Details Textual) (USD $)
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Dec. 31, 2011
Sep. 30, 2012
Sep. 30, 2011
Long Term Incentive Plan (Textual) [Abstract]
 
 
 
 
 
Equity compensation expense
$ 474,000 
$ 331,000 
 
$ 1,272,000 
$ 2,989,000 
Long Term Incentive Plan (Additional Textual) [Abstract]
 
 
 
 
 
Long Term Incentive Plan available for future grant
908,588 
 
54,827 
908,588 
 
Grants Issued Under Long Term Incentive Plan
25.00% 
 
 
25.00% 
 
Total fair value of vested units
 
 
1,200,000 
500,000 
 
Compensation cost related unvested awards
2,100,000 
 
2,700,000 
2,100,000 
 
Weighted average period cost recognized
 
 
 
1 year 3 months 18 days 
 
Increase number of units available for issuance
50,946 
 
 
50,946 
 
Phantom units [Member]
 
 
 
 
 
Long Term Incentive Plan (Textual) [Abstract]
 
 
 
 
 
Equity compensation expense
$ 500,000 
$ 300,000 
 
$ 1,300,000 
$ 3,000,000 
Post-Employment Benefits (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Cost recognized in Unaudited Condensed Consolidated Statements of Operations
 
 
 
 
Net periodic (benefit) cost
$ (20)
    
$ (61)
    
Other Postretirement Benefit Plans, Defined Benefit [Member]
 
 
 
 
Cost recognized in Unaudited Condensed Consolidated Statements of Operations
 
 
 
 
Service cost
1 
   
3 
   
Interest cost
4 
   
12 
   
Expected return on plan assets
(16)
   
(49)
   
Amortization of net (gain) loss
$ (9)
    
$ (27)
    
Post-Employment Benefits (Details Textual) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Post Employment Benefits (Textual) [Abstract]
 
Contribution to OPEB Plan
$ 0.1 
Commitments and Contingencies (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Future non-cancelable commitments related to certain contractual obligations
 
Contractual Obligation, Due in Next Twelve Months
$ 99 
Contractual Obligation, Due in Second Year
416 
Contractual Obligation, Due in Third Year
423 
Contractual Obligation, Due in Fourth Year
400 
Contractual Obligation, Due in Fifth Year
8,263 
Contractual Obligation, Due after Fifth Year
1,240 
Contractual Obligation, Total
10,841 
Operating leases and service contract [Member]
 
Future non-cancelable commitments related to certain contractual obligations
 
Contractual Obligation, Due in Next Twelve Months
99 
Contractual Obligation, Due in Second Year
416 
Contractual Obligation, Due in Third Year
423 
Contractual Obligation, Due in Fourth Year
400 
Contractual Obligation, Due in Fifth Year
156 
Contractual Obligation, Due after Fifth Year
788 
Contractual Obligation, Total
2,282 
Assets retirement obligation [Member]
 
Future non-cancelable commitments related to certain contractual obligations
 
Contractual Obligation, Due in Fifth Year
8,107 
Contractual Obligation, Due after Fifth Year
452 
Contractual Obligation, Total
$ 8,559 
Commitments and Contingencies (Details 1) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Expenses related to operating leases, asset retirement obligations, land site Leases and right-of-way agreements
 
 
 
 
Operating leases
$ 254 
$ 177 
$ 692 
$ 578 
Asset retirement obligation
10 
2 
23 
10 
Non operating Income (Expense), Total
$ 264 
$ 179 
$ 715 
$ 588 
Commitments and Contingencies (Details Textual) (USD $)
1 Months Ended
Feb. 29, 2012
Sep. 30, 2012
Commitments And Contingencies (Textual) [Abstract]
 
 
Civil penalty
$ 23,010 
 
Estimated Employee Agreement Benefit
 
$ 500,000 
Expected Percentage Payment, Insurance Carrier
 
30.00% 
Related- Party Transactions (Details Textual) (USD $)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Aug. 31, 2011
Dec. 31, 2010
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Dec. 31, 2011
Related Party Transactions (Textual) [Abstract]
 
 
 
 
 
 
 
Administrative and Operational Service Expenses
 
 
$ 2,900,000 
$ 2,000,000 
$ 9,100,000 
$ 7,400,000 
 
Business Development
 
 
200,000 
 
 
 
 
Advisory service payment
 
300,000 
 
 
 
 
 
Annual fee for Advisory Service
 
300,000 
 
 
 
 
 
One time payment of Advisory services
2,500,000 
 
 
 
 
 
 
Selling, general and administrative expenses
 
 
$ 3,679,000 
$ 2,497,000 
$ 10,676,000 
$ 7,649,000 
$ 100,000 
Reporting Segments (Details) (USD $)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Dec. 31, 2011
Segment information
 
 
 
 
 
Revenue
$ 56,324,000 
$ 57,958,000 
$ 150,095,000 
$ 187,357,000 
 
Revenue, Net
58,086,000 
57,005,000 
148,363,000 
190,374,000 
 
Segment gross margin (a)
14,186,000 
9,646,000 
41,015,000 
32,649,000 
 
Realized gain (loss) on early termination of commodity derivatives
0 
0 
0 
(2,998,000)
 
Unrealized gain (loss) on commodity derivatives
(1,762,000)
953,000 
1,732,000 
(19,000)
 
Direct operating expenses
5,264,000 
3,385,000 
12,031,000 
9,548,000 
 
Selling, general and administrative expenses
3,679,000 
2,497,000 
10,676,000 
7,649,000 
100,000 
Transaction expenses
   
2,500,000 
0 
2,500,000 
 
Equity compensation expense
474,000 
331,000 
1,272,000 
2,989,000 
 
Depreciation and accretion expense
5,536,000 
5,261,000 
15,819,000 
15,468,000 
 
(Gain) loss on sale of assets, net
(4,000)
(586,000)
(126,000)
(586,000)
 
Interest expense
1,501,000 
1,378,000 
3,083,000 
3,923,000 
 
Net income (loss)
(4,026,000)
(4,167,000)
(8,000)
(11,859,000)
 
Net Income (Loss) Attributable to Noncontrolling Interest
249,000 
0 
249,000 
0 
 
Net income (loss) attributable to the Partnership
(4,275,000)
(4,167,000)
(257,000)
(11,859,000)
 
Transmission [Member]
 
 
 
 
 
Segment information
 
 
 
 
 
Revenue
12,710,000 
15,787,000 
37,117,000 
51,887,000 
 
Segment gross margin (a)
3,450,000 
2,825,000 
11,817,000 
9,661,000 
 
Realized gain (loss) on early termination of commodity derivatives
 
 
   
   
 
Unrealized gain (loss) on commodity derivatives
0 
0 
0 
0 
 
Direct operating expenses
1,329,000 
1,540,000 
3,536,000 
4,070,000 
 
Gathering And Processing [Member]
 
 
 
 
 
Segment information
 
 
 
 
 
Revenue
45,376,000 
41,218,000 
111,246,000 
138,487,000 
 
Segment gross margin (a)
10,736,000 
6,821,000 
29,198,000 
22,988,000 
 
Realized gain (loss) on early termination of commodity derivatives
 
 
   
(2,998,000)
 
Unrealized gain (loss) on commodity derivatives
(1,762,000)
953,000 
1,732,000 
(19,000)
 
Direct operating expenses
$ 3,935,000 
$ 1,845,000 
$ 8,495,000 
$ 5,478,000 
 
Reporting Segments (Details Textual) (USD $)
In Millions, unless otherwise specified
9 Months Ended 12 Months Ended
Sep. 30, 2012
segment
Sep. 30, 2011
Dec. 31, 2011
Segment Reporting Information [Line Items]
 
 
 
Number of Operating Segments
2 
 
 
Reporting Segements (Additional Textual) [Abstract]
 
 
 
Unrealized gain losses excluded from gathering and processing segment
 
$ (0.1)
$ 1.0 
Change In Segment Gross Margin Excluded from Gathering and Processing Segment
 
$ (3.0)
 
Subsequent Events (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2012
Subsequent Events (Additional Textual) [Abstract]
 
 
Purchase effective date
 
Nov. 01, 2011 
Distribution announced
$ 0.4325 
 
Subsidiary Guarantors (Details) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2012
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Dec. 31, 2011
Dec. 31, 2010
Guarantor Obligations [Line Items]
 
 
 
 
 
 
 
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest
100.00% 
 
 
0.90% 
 
 
 
Equity Method Investment, Ownership Percentage
87.40% 
87.40% 
 
87.40% 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash
$ 497,000 
$ 497,000 
 
$ 497,000 
 
 
 
Accounts receivable
1,776,000 
1,776,000 
 
1,776,000 
 
1,218,000 
 
Unbilled revenue
17,603,000 
17,603,000 
 
17,603,000 
 
19,745,000 
 
Intercompany receivables
0 
0 
 
0 
 
 
 
Risk management assets
1,347,000 
1,347,000 
 
1,347,000 
 
456,000 
 
Other current assets
2,924,000 
2,924,000 
 
2,924,000 
 
3,323,000 
 
Total current assets
24,147,000 
24,147,000 
 
24,147,000 
 
25,613,000 
 
Property, plant and equipment, net
217,552,000 
217,552,000 
 
217,552,000 
 
170,231,000 
 
Risk management assets - long term
207,000 
207,000 
 
207,000 
 
0 
 
Investment in subsidiaries
0 
0 
 
0 
 
 
 
Other assets
4,520,000 
4,520,000 
 
4,520,000 
 
 
 
Total assets
246,426,000 
246,426,000 
 
246,426,000 
 
199,551,000 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
3,040,000 
3,040,000 
 
3,040,000 
 
837,000 
 
Accrued gas purchases
12,912,000 
12,912,000 
 
12,912,000 
 
14,715,000 
 
Intercompany payables
0 
0 
 
0 
 
 
 
Risk management liabilities
0 
0 
 
0 
 
 
 
Accrued expenses and other current liabilities
5,207,000 
5,207,000 
 
5,207,000 
 
7,086,000 
 
Total current liabilities
21,159,000 
21,159,000 
 
21,159,000 
 
23,273,000 
 
Other Liabilities, Noncurrent
8,884,000 
8,884,000 
 
8,884,000 
 
8,612,000 
 
Long-term Debt, Excluding Current Maturities
118,650,000 
118,650,000 
 
118,650,000 
 
66,270,000 
 
Total liabilities
148,693,000 
148,693,000 
 
148,693,000 
 
98,155,000 
 
Partners' Capital
90,326,000 
90,326,000 
 
90,326,000 
 
101,396,000 
85,804,000 
Total liabilities and partners’ capital
239,019,000 
239,019,000 
 
239,019,000 
 
199,551,000 
 
Non-controlling interest
7,407,000 
7,407,000 
 
7,407,000 
 
0 
 
Total liabilities, partners’ capital and non-controlling interest
246,426,000 
246,426,000 
 
246,426,000 
 
199,551,000 
 
Revenues:
 
 
 
 
 
 
 
Revenue, Net
 
58,086,000 
57,005,000 
148,363,000 
190,374,000 
 
 
Unrealized gain (loss) on commodity derivatives
 
(1,762,000)
953,000 
1,732,000 
(19,000)
 
 
Total revenue
 
56,324,000 
57,958,000 
150,095,000 
187,357,000 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
 
43,900,000 
47,359,000 
107,348,000 
157,725,000 
 
 
Direct Operating expenses
 
5,264,000 
3,385,000 
12,031,000 
9,548,000 
 
 
Selling, general and administrative expenses
 
3,679,000 
2,497,000 
10,676,000 
7,649,000 
100,000 
 
Equity compensation expense
 
474,000 
331,000 
1,272,000 
2,989,000 
 
 
Depreciation expense
 
5,536,000 
5,261,000 
15,819,000 
15,468,000 
 
 
(Gain) loss on sale of assets, net
 
(4,000)
(586,000)
(126,000)
(586,000)
 
 
Total operating expenses
 
58,849,000 
60,747,000 
147,020,000 
195,293,000 
 
 
Operating income (loss)
 
(2,525,000)
(2,789,000)
3,075,000 
(7,936,000)
 
 
Other Income (expenses):
 
 
 
 
 
 
 
Earnings from consolidated affiliates
 
0 
 
0 
 
 
 
Interest expense
 
(1,501,000)
(1,378,000)
(3,083,000)
(3,923,000)
 
 
Net income (loss)
 
(4,026,000)
(4,167,000)
(8,000)
(11,859,000)
 
 
Net income (loss) attributable to non-controlling interests
 
249,000 
0 
249,000 
0 
 
 
Net income (loss) attributable to the Partnership
 
(4,275,000)
(4,167,000)
(257,000)
(11,859,000)
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
16,476,000 
7,099,000 
 
 
Cost of acquisition, net of cash acquired
 
 
 
(51,377,000)
0 
 
 
Additions to property, plant and equipment
 
 
 
(4,465,000)
(4,890,000)
 
 
Proceeds from disposals of property, plant and equipment
 
 
 
126,000 
125,000 
 
 
Net cash provided (used) in investing activities
 
 
 
(55,716,000)
(4,765,000)
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Unit holder contributions
 
 
 
13,000 
   
 
 
Unit holder distributions
 
 
 
(12,050,000)
(41,061,000)
 
 
Net distributions to non-controlling interest owners
 
 
 
(249,000)
0 
 
 
LTIP tax netting unit repurchase
 
 
 
(88,000)
0 
 
 
Payment on other loan
 
 
 
0 
(615,000)
 
 
Deferred debt issuance costs
 
 
 
(1,140,000)
(2,256,000)
 
 
Payments on long-term debt
 
 
 
(42,310,000)
(103,870,000)
 
 
Borrowings on long-term debt
 
 
 
94,690,000 
76,850,000 
 
 
Net cash provided (used) in financing activities
 
 
 
38,866,000 
(1,867,000)
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
(374,000)
467,000 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
Beginning of period
 
 
 
871,000 
63,000 
63,000 
 
End of period
497,000 
497,000 
530,000 
497,000 
530,000 
871,000 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest payments
 
 
 
1,894,000 
3,201,000 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
808,000 
353,000 
 
 
Parent [Member]
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash
1,000 
1,000 
 
1,000 
 
 
 
Accounts receivable
0 
0 
 
0 
 
 
 
Unbilled revenue
0 
0 
 
0 
 
 
 
Intercompany receivables
0 
0 
 
0 
 
 
 
Risk management assets
0 
0 
 
0 
 
 
 
Other current assets
0 
0 
 
0 
 
 
 
Total current assets
1,000 
1,000 
 
1,000 
 
 
 
Property, plant and equipment, net
0 
0 
 
0 
 
 
 
Risk management assets - long term
0 
0 
 
0 
 
 
 
Investment in subsidiaries
90,325,000 
90,325,000 
 
90,325,000 
 
 
 
Other assets
0 
0 
 
0 
 
 
 
Total assets
90,326,000 
90,326,000 
 
90,326,000 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
0 
0 
 
0 
 
 
 
Accrued gas purchases
0 
0 
 
0 
 
 
 
Intercompany payables
0 
0 
 
0 
 
 
 
Risk management liabilities
0 
0 
 
0 
 
 
 
Accrued expenses and other current liabilities
0 
0 
 
0 
 
 
 
Total current liabilities
0 
0 
 
0 
 
 
 
Other Liabilities, Noncurrent
0 
0 
 
0 
 
 
 
Long-term Debt, Excluding Current Maturities
0 
0 
 
0 
 
 
 
Total liabilities
0 
0 
 
0 
 
 
 
Partners' Capital
90,326,000 
90,326,000 
 
90,326,000 
 
 
 
Total liabilities and partners’ capital
90,326,000 
90,326,000 
 
90,326,000 
 
 
 
Non-controlling interest
0 
0 
 
0 
 
 
 
Total liabilities, partners’ capital and non-controlling interest
90,326,000 
90,326,000 
 
90,326,000 
 
 
 
Revenues:
 
 
 
 
 
 
 
Revenue, Net
 
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 expense
 
0 
 
0 
 
 
 
(Gain) loss on sale of assets, net
 
0 
 
0 
 
 
 
Total operating expenses
 
0 
 
0 
 
 
 
Operating income (loss)
 
0 
 
0 
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
Earnings from consolidated affiliates
 
(4,275,000)
 
(257,000)
 
 
 
Interest expense
 
0 
 
0 
 
 
 
Net income (loss)
 
(4,275,000)
 
(257,000)
 
 
 
Net income (loss) attributable to non-controlling interests
 
0 
 
0 
 
 
 
Net income (loss) attributable to the Partnership
 
(4,275,000)
 
(257,000)
 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
0 
 
 
 
Cost of acquisition, net of cash acquired
 
 
 
0 
 
 
 
Additions to property, plant and equipment
 
 
 
0 
 
 
 
Proceeds from disposals of property, plant and equipment
 
 
 
0 
 
 
 
Net cash provided (used) in investing activities
 
 
 
12,037,000 
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Unit holder contributions
 
 
 
13,000 
 
 
 
Unit holder distributions
 
 
 
(12,050,000)
 
 
 
Net distributions to non-controlling interest owners
 
 
 
0 
 
 
 
LTIP tax netting unit repurchase
 
 
 
0 
 
 
 
Deferred debt issuance costs
 
 
 
0 
 
 
 
Payments on long-term debt
 
 
 
0 
 
 
 
Borrowings on long-term debt
 
 
 
0 
 
 
 
Net cash provided (used) in financing activities
 
 
 
(12,037,000)
 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
0 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
Beginning of period
 
 
 
1,000 
 
 
 
End of period
1,000 
1,000 
 
1,000 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest payments
 
 
 
0 
 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
0 
 
 
 
Guarantor Subsidiaries [Member]
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash
496,000 
496,000 
 
496,000 
 
 
 
Accounts receivable
1,776,000 
1,776,000 
 
1,776,000 
 
 
 
Unbilled revenue
11,999,000 
11,999,000 
 
11,999,000 
 
 
 
Intercompany receivables
49,888,000 
49,888,000 
 
49,888,000 
 
 
 
Risk management assets
1,347,000 
1,347,000 
 
1,347,000 
 
 
 
Other current assets
2,602,000 
2,602,000 
 
2,602,000 
 
 
 
Total current assets
18,220,000 
18,220,000 
 
18,220,000 
 
 
 
Property, plant and equipment, net
158,951,000 
158,951,000 
 
158,951,000 
 
 
 
Risk management assets - long term
207,000 
207,000 
 
207,000 
 
 
 
Investment in subsidiaries
51,863,000 
51,863,000 
 
51,863,000 
 
 
 
Other assets
4,520,000 
4,520,000 
 
4,520,000 
 
 
 
Total assets
233,761,000 
233,761,000 
 
233,761,000 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
2,571,000 
2,571,000 
 
2,571,000 
 
 
 
Accrued gas purchases
8,615,000 
8,615,000 
 
8,615,000 
 
 
 
Intercompany payables
0 
0 
 
0 
 
 
 
Risk management liabilities
0 
0 
 
0 
 
 
 
Accrued expenses and other current liabilities
5,171,000 
5,171,000 
 
5,171,000 
 
 
 
Total current liabilities
16,357,000 
16,357,000 
 
16,357,000 
 
 
 
Other Liabilities, Noncurrent
8,429,000 
8,429,000 
 
8,429,000 
 
 
 
Long-term Debt, Excluding Current Maturities
118,650,000 
118,650,000 
 
118,650,000 
 
 
 
Total liabilities
143,436,000 
143,436,000 
 
143,436,000 
 
 
 
Partners' Capital
90,325,000 
90,325,000 
 
90,325,000 
 
 
 
Total liabilities and partners’ capital
233,761,000 
233,761,000 
 
233,761,000 
 
 
 
Non-controlling interest
0 
0 
 
0 
 
 
 
Total liabilities, partners’ capital and non-controlling interest
233,761,000 
233,761,000 
 
233,761,000 
 
 
 
Revenues:
 
 
 
 
 
 
 
Revenue, Net
 
43,085,000 
 
133,362,000 
 
 
 
Unrealized gain (loss) on commodity derivatives
 
(1,762,000)
 
1,732,000 
 
 
 
Total revenue
 
41,323,000 
 
135,094,000 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
 
32,729,000 
 
96,177,000 
 
 
 
Direct Operating expenses
 
4,286,000 
 
11,053,000 
 
 
 
Selling, general and administrative expenses
 
3,583,000 
 
10,580,000 
 
 
 
Equity compensation expense
 
474,000 
 
1,272,000 
 
 
 
Depreciation expense
 
5,134,000 
 
15,417,000 
 
 
 
(Gain) loss on sale of assets, net
 
(4,000)
 
(126,000)
 
 
 
Total operating expenses
 
46,202,000 
 
134,373,000 
 
 
 
Operating income (loss)
 
(4,879,000)
 
721,000 
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
Earnings from consolidated affiliates
 
2,105,000 
 
2,105,000 
 
 
 
Interest expense
 
(1,501,000)
 
(3,083,000)
 
 
 
Net income (loss)
 
(4,275,000)
 
(257,000)
 
 
 
Net income (loss) attributable to non-controlling interests
 
0 
 
0 
 
 
 
Net income (loss) attributable to the Partnership
 
(4,275,000)
 
(257,000)
 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
14,122,000 
 
 
 
Cost of acquisition, net of cash acquired
 
 
 
(51,377,000)
 
 
 
Additions to property, plant and equipment
 
 
 
(4,196,000)
 
 
 
Proceeds from disposals of property, plant and equipment
 
 
 
126,000 
 
 
 
Net cash provided (used) in investing activities
 
 
 
(65,648,000)
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Unit holder contributions
 
 
 
0 
 
 
 
Unit holder distributions
 
 
 
0 
 
 
 
Net distributions to non-controlling interest owners
 
 
 
0 
 
 
 
LTIP tax netting unit repurchase
 
 
 
(88,000)
 
 
 
Deferred debt issuance costs
 
 
 
(1,140,000)
 
 
 
Payments on long-term debt
 
 
 
(42,310,000)
 
 
 
Borrowings on long-term debt
 
 
 
94,690,000 
 
 
 
Net cash provided (used) in financing activities
 
 
 
51,152,000 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
(374,000)
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
Beginning of period
 
 
 
870,000 
 
 
 
End of period
496,000 
496,000 
 
496,000 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest payments
 
 
 
1,894,000 
 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
808,000 
 
 
 
Non-Guarantor Subsidiaries [Member]
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash
0 
0 
 
0 
 
 
 
Accounts receivable
0 
0 
 
0 
 
 
 
Unbilled revenue
5,604,000 
5,604,000 
 
5,604,000 
 
 
 
Intercompany receivables
0 
0 
 
0 
 
 
 
Risk management assets
0 
0 
 
0 
 
 
 
Other current assets
322,000 
322,000 
 
322,000 
 
 
 
Total current assets
5,926,000 
5,926,000 
 
5,926,000 
 
 
 
Property, plant and equipment, net
58,601,000 
58,601,000 
 
58,601,000 
 
 
 
Risk management assets - long term
0 
0 
 
0 
 
 
 
Investment in subsidiaries
0 
0 
 
0 
 
 
 
Other assets
0 
0 
 
0 
 
 
 
Total assets
64,527,000 
64,527,000 
 
64,527,000 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
469,000 
469,000 
 
469,000 
 
 
 
Accrued gas purchases
4,297,000 
4,297,000 
 
4,297,000 
 
 
 
Intercompany payables
49,888,000 
49,888,000 
 
49,888,000 
 
 
 
Risk management liabilities
0 
0 
 
0 
 
 
 
Accrued expenses and other current liabilities
36,000 
36,000 
 
36,000 
 
 
 
Total current liabilities
4,802,000 
4,802,000 
 
4,802,000 
 
 
 
Other Liabilities, Noncurrent
455,000 
455,000 
 
455,000 
 
 
 
Long-term Debt, Excluding Current Maturities
0 
0 
 
0 
 
 
 
Total liabilities
5,257,000 
5,257,000 
 
5,257,000 
 
 
 
Partners' Capital
51,863,000 
51,863,000 
 
51,863,000 
 
 
 
Total liabilities and partners’ capital
57,120,000 
57,120,000 
 
57,120,000 
 
 
 
Non-controlling interest
7,407,000 
7,407,000 
 
7,407,000 
 
 
 
Total liabilities, partners’ capital and non-controlling interest
64,527,000 
64,527,000 
 
64,527,000 
 
 
 
Revenues:
 
 
 
 
 
 
 
Revenue, Net
 
15,371,000 
 
15,371,000 
 
 
 
Unrealized gain (loss) on commodity derivatives
 
0 
 
0 
 
 
 
Total revenue
 
15,371,000 
 
15,371,000 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
 
11,541,000 
 
11,541,000 
 
 
 
Direct Operating expenses
 
978,000 
 
978,000 
 
 
 
Selling, general and administrative expenses
 
96,000 
 
96,000 
 
 
 
Equity compensation expense
 
0 
 
0 
 
 
 
Depreciation expense
 
402,000 
 
402,000 
 
 
 
(Gain) loss on sale of assets, net
 
0 
 
0 
 
 
 
Total operating expenses
 
13,017,000 
 
13,017,000 
 
 
 
Operating income (loss)
 
2,354,000 
 
2,354,000 
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
Earnings from consolidated affiliates
 
0 
 
0 
 
 
 
Interest expense
 
0 
 
0 
 
 
 
Net income (loss)
 
2,354,000 
 
2,354,000 
 
 
 
Net income (loss) attributable to non-controlling interests
 
249,000 
 
249,000 
 
 
 
Net income (loss) attributable to the Partnership
 
2,105,000 
 
2,105,000 
 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
2,354,000 
 
 
 
Cost of acquisition, net of cash acquired
 
 
 
0 
 
 
 
Additions to property, plant and equipment
 
 
 
(269,000)
 
 
 
Proceeds from disposals of property, plant and equipment
 
 
 
0 
 
 
 
Net cash provided (used) in investing activities
 
 
 
(2,105,000)
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Unit holder contributions
 
 
 
0 
 
 
 
Unit holder distributions
 
 
 
0 
 
 
 
Net distributions to non-controlling interest owners
 
 
 
(249,000)
 
 
 
LTIP tax netting unit repurchase
 
 
 
0 
 
 
 
Deferred debt issuance costs
 
 
 
0 
 
 
 
Payments on long-term debt
 
 
 
0 
 
 
 
Borrowings on long-term debt
 
 
 
0 
 
 
 
Net cash provided (used) in financing activities
 
 
 
(249,000)
 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
0 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
Beginning of period
 
 
 
0 
 
 
 
End of period
0 
0 
 
0 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest payments
 
 
 
0 
 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
0 
 
 
 
Consolidation, Eliminations [Member]
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash
0 
0 
 
0 
 
 
 
Accounts receivable
0 
0 
 
0 
 
 
 
Unbilled revenue
0 
0 
 
0 
 
 
 
Intercompany receivables
(49,888,000)
(49,888,000)
 
(49,888,000)
 
 
 
Risk management assets
0 
0 
 
0 
 
 
 
Other current assets
0 
0 
 
0 
 
 
 
Total current assets
0 
0 
 
0 
 
 
 
Property, plant and equipment, net
0 
0 
 
0 
 
 
 
Risk management assets - long term
0 
0 
 
0 
 
 
 
Investment in subsidiaries
(142,188,000)
(142,188,000)
 
(142,188,000)
 
 
 
Other assets
0 
0 
 
0 
 
 
 
Total assets
(142,188,000)
(142,188,000)
 
(142,188,000)
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
0 
0 
 
0 
 
 
 
Accrued gas purchases
0 
0 
 
0 
 
 
 
Intercompany payables
(49,888,000)
(49,888,000)
 
(49,888,000)
 
 
 
Risk management liabilities
0 
0 
 
0 
 
 
 
Accrued expenses and other current liabilities
0 
0 
 
0 
 
 
 
Total current liabilities
0 
0 
 
0 
 
 
 
Other Liabilities, Noncurrent
0 
0 
 
0 
 
 
 
Long-term Debt, Excluding Current Maturities
0 
0 
 
0 
 
 
 
Total liabilities
0 
0 
 
0 
 
 
 
Partners' Capital
(142,188,000)
(142,188,000)
 
(142,188,000)
 
 
 
Total liabilities and partners’ capital
(142,188,000)
(142,188,000)
 
(142,188,000)
 
 
 
Non-controlling interest
0 
0 
 
0 
 
 
 
Total liabilities, partners’ capital and non-controlling interest
(142,188,000)
(142,188,000)
 
(142,188,000)
 
 
 
Revenues:
 
 
 
 
 
 
 
Revenue, Net
 
(370,000)
 
(370,000)
 
 
 
Unrealized gain (loss) on commodity derivatives
 
0 
 
0 
 
 
 
Total revenue
 
(370,000)
 
(370,000)
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
 
(370,000)
 
(370,000)
 
 
 
Direct Operating expenses
 
0 
 
0 
 
 
 
Selling, general and administrative expenses
 
0 
 
0 
 
 
 
Equity compensation expense
 
0 
 
0 
 
 
 
Depreciation expense
 
0 
 
0 
 
 
 
(Gain) loss on sale of assets, net
 
0 
 
0 
 
 
 
Total operating expenses
 
(370,000)
 
(370,000)
 
 
 
Operating income (loss)
 
0 
 
0 
 
 
 
Other Income (expenses):
 
 
 
 
 
 
 
Earnings from consolidated affiliates
 
2,170,000 
 
(1,848,000)
 
 
 
Interest expense
 
0 
 
0 
 
 
 
Net income (loss)
 
2,170,000 
 
(1,848,000)
 
 
 
Net income (loss) attributable to non-controlling interests
 
0 
 
0 
 
 
 
Net income (loss) attributable to the Partnership
 
2,170,000 
 
(1,848,000)
 
 
 
Statement of Cash Flows [Abstract]
 
 
 
 
 
 
 
Net cash provided (used) in operating activities
 
 
 
0 
 
 
 
Cost of acquisition, net of cash acquired
 
 
 
0 
 
 
 
Additions to property, plant and equipment
 
 
 
0 
 
 
 
Proceeds from disposals of property, plant and equipment
 
 
 
0 
 
 
 
Net cash provided (used) in investing activities
 
 
 
0 
 
 
 
Cash flows from financing activities
 
 
 
 
 
 
 
Unit holder contributions
 
 
 
0 
 
 
 
Unit holder distributions
 
 
 
0 
 
 
 
Net distributions to non-controlling interest owners
 
 
 
0 
 
 
 
LTIP tax netting unit repurchase
 
 
 
0 
 
 
 
Deferred debt issuance costs
 
 
 
0 
 
 
 
Payments on long-term debt
 
 
 
0 
 
 
 
Borrowings on long-term debt
 
 
 
0 
 
 
 
Net cash provided (used) in financing activities
 
 
 
0 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
 
0 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
Beginning of period
 
 
 
0 
 
 
 
End of period
0 
0 
 
0 
 
 
 
Supplemental cash flow information
 
 
 
 
 
 
 
Interest payments
 
 
 
0 
 
 
 
Supplemental non-cash information
 
 
 
 
 
 
 
Increase (decrease) in accrued property, plant and equipment
 
 
 
$ 0