AMERICAN MIDSTREAM PARTNERS, LP, 10-Q filed on 11/9/2017
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2017
Oct. 27, 2017
Document Information [Line Items]
 
 
Entity Registrant Name
American Midstream Partners, LP 
 
Entity Central Index Key
0001513965 
 
Document Type
10-Q 
 
Document Period End Date
Sep. 30, 2017 
 
Amendment Flag
false 
 
Document Fiscal Year Focus
2017 
 
Document Fiscal Period Focus
Q3 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Accelerated Filer 
 
Entity Common Stock, Shares Outstanding (in shares)
 
52,684,359 
Series A [Member]
 
 
Document Information [Line Items]
 
 
Entity Common Stock, Shares Outstanding (in shares)
 
10,536,915 
Series C [Member]
 
 
Document Information [Line Items]
 
 
Entity Common Stock, Shares Outstanding (in shares)
 
8,792,205 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Current assets
 
 
Cash and cash equivalents
$ 6,739 
$ 5,666 
Restricted cash
18,683 
0 
Accounts receivable, net of allowance for doubtful accounts of $0.1 and $0.6 million, respectively
25,897 
14,715 
Unbilled revenue
53,168 
52,910 
Inventory
5,970 
1,990 
Other current assets
17,144 
25,516 
Current assets of discontinued operations
0 
22,727 
Total current assets
127,601 
123,524 
Risk management assets-long term
7,545 
10,627 
Property, plant and equipment, net
1,140,826 
1,066,608 
Goodwill
202,135 
202,135 
Restricted cash-long term
5,693 
323,564 
Intangible assets, net
194,456 
205,071 
Investments in unconsolidated affiliates
334,026 
291,987 
Other assets, net
10,925 
11,773 
Total noncurrent assets of discontinued operations
0 
114,032 
Total assets
2,023,207 
2,349,321 
Current liabilities
 
 
Accounts payable
27,285 
39,569 
Accrued gas purchases
16,696 
7,891 
Accrued expenses and other current liabilities
67,505 
72,721 
Current portion of long-term debt
1,234 
5,438 
Current liabilities of discontinued operations
0 
14,319 
Total current liabilities
112,720 
139,938 
Asset retirement obligations
52,046 
44,363 
Other long-term liabilities
2,448 
1,858 
3.77% Senior secured notes (Non-recourse)
55,186 
55,979 
8.50% Senior unsecured notes
293,007 
291,309 
Revolving credit facility
709,652 
888,250 
Deferred tax liability
9,695 
8,205 
Noncurrent liabilities of discontinued operations
0 
172 
Total liabilities
1,234,754 
1,430,074 
Commitments and contingencies
   
   
Convertible preferred units
343,579 
334,090 
Equity and partners’ capital
 
 
General Partner interests (953 thousand and 680 thousand units issued and outstanding as of September 30, 2017 and December 31, 2016, respectively)
(86,224)
(47,645)
Limited Partner interests (52,740 thousand and 51,351 thousand units issued and outstanding as of September 30, 2017 and December 31, 2016, respectively)
517,081 
616,087 
Accumulated other comprehensive income (loss)
2 
(40)
Total partners’ capital
430,859 
568,402 
Noncontrolling interests
14,015 
16,755 
Total equity and partners’ capital
444,874 
585,157 
Total liabilities, equity and partners’ capital
$ 2,023,207 
$ 2,349,321 
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (Partnership Interest [Member], USD $)
In Millions, except Share data, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
General partner interest, units issued (in shares)
953,000 
680,000 
General partner interest units, outstanding (in shares)
953,000 
680,000 
Preferred, units, issued (in shares)
52,740,000 
51,351,000 
Preferred, units, outstanding (in shares)
52,740,000 
51,351,000 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Revenue:
 
 
 
 
Commodity sales
$ 124,052 
$ 119,194 
$ 372,049 
$ 304,084 
Services
38,835 
40,385 
116,382 
110,998 
Gain (loss) on commodity derivatives, net
(597)
324 
(33)
(1,929)
Total revenue
162,290 
159,903 
488,398 
413,153 
Operating expenses:
 
 
 
 
Costs of sales
112,398 
107,249 
342,886 
270,712 
Direct operating expenses
20,705 
17,571 
56,819 
53,872 
Corporate expenses
27,083 
22,103 
84,570 
60,945 
Depreciation, amortization and accretion
26,781 
22,668 
78,834 
65,937 
(Gain) loss on sale of assets, net
(4,061)
36 
(4,064)
297 
Total operating expenses
182,906 
169,627 
559,045 
451,763 
Operating loss
(20,616)
(9,724)
(70,647)
(38,610)
Other income (expense), net
 
 
 
 
Interest expense
(17,759)
(5,830)
(51,037)
(24,723)
Other income (expense), net
34,085 
(1)
32,248 
245 
Earnings in unconsolidated affiliates
16,827 
10,468 
49,781 
29,513 
Income (loss) from continuing operations before income taxes
12,537 
(5,087)
(39,655)
(33,575)
Income tax expense
(731)
(401)
(2,611)
(1,839)
Income (loss) from continuing operations
11,806 
(5,488)
(42,266)
(35,414)
Income (loss) from discontinued operations, including net gain on disposition of $46.5 million (Note 4)
44,696 
(2,310)
42,185 
7,532 
Net income (loss)
56,502 
(7,798)
(81)
(27,882)
Less: Net income attributable to noncontrolling interests
621 
1,241 
3,386 
2,192 
Net income (loss) attributable to the Partnership
55,881 
(9,039)
(3,467)
(30,074)
General Partner’s interest in net income (loss)
697 
(31)
 
(235)
Limited Partners’ interest in net income (loss)
$ 55,184 
$ (9,008)
$ (3,369)
$ (29,839)
Distribution declared per common unit (in usd per share)
$ 0.4125 1
$ 0.4125 1
$ 1.2375 1
$ 1.2975 1
Limited Partners’ net income (loss) per common unit, basic and diluted:
 
 
 
 
Income (loss) from continuing operations (in usd per share)
$ 0.05 
$ (0.29)
$ (1.35)
$ (1.14)
Income (loss) from discontinued operations (in usd per share)
$ 0.86 
$ (0.05)
$ 0.81 
$ 0.15 
Net income (loss) (in usd per share)
$ 0.91 
$ (0.34)
$ (0.54)
$ (0.99)
Weighted average number of common units outstanding:
 
 
 
 
Weighted average number of common units outstanding: basic and diluted (shares)
52,021 
51,310 
52,021 
51,310 
Condensed Consolidated Statements of Operations (Unaudited) Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Income Statement [Abstract]
 
Gain from the sale of discontinued operations
$ 46.5 
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net income (loss)
$ 56,502 
$ (7,798)
$ (81)
$ (27,882)
Unrealized gain (loss) related to postretirement benefit plan
0 
(2)
42 
33 
Comprehensive income (loss)
56,502 
(7,800)
(39)
(27,849)
Less: Comprehensive income attributable to noncontrolling interests
621 
1,241 
3,386 
2,192 
Comprehensive income (loss) attributable to the Partnership
$ 55,881 
$ (9,041)
$ (3,425)
$ (30,041)
Condensed Consolidated Statements of Changes in Partners' Capital and Noncontrolling Interests (Unaudited) (USD $)
In Thousands, unless otherwise specified
Total
Delta House FPS LLC [Member]
Panther Asset Management LLC (Panther) [Member]
Series B [Member]
Parent [Member]
Parent [Member]
Delta House FPS LLC [Member]
Parent [Member]
Panther Asset Management LLC (Panther) [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Noncontrolling Interest [Member]
General Partner [Member]
General Partner [Member]
Delta House FPS LLC [Member]
Limited Partner [Member]
Limited Partner [Member]
Panther Asset Management LLC (Panther) [Member]
Partners' Capital at Dec. 31, 2015
$ 752,041 
 
 
$ 33,593 
$ 739,930 
 
 
$ 40 
$ 12,111 
$ (47,091)
 
$ 753,388 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
(27,882)
 
 
 
(30,074)
 
 
 
2,192 
(235)
 
(29,839)
 
Issuance of common units, net of offering costs
2,955 
 
 
 
2,955 
 
 
 
 
 
 
2,955 
 
Cancellation of escrow units
(6,817)
 
 
 
(6,817)
 
 
 
 
 
 
(6,817)
 
Conversion of Series B units
0 
 
 
(33,593)
0 
 
 
 
 
 
 
33,593 
 
Contributions
9,401 
 
 
 
9,401 
 
 
 
 
1,901 
 
7,500 
 
Distributions
(103,771)
 
 
 
(103,771)
 
 
 
 
(7,637)
 
(96,134)
 
Issuance of warrant
4,481 
 
 
 
4,481 
 
 
 
 
4,481 
 
0 
 
Contributions from noncontrolling interests owners
649 
 
 
 
 
 
 
 
649 
 
 
 
 
Contribution (distribution) for acquisition
990 
 
 
 
990 
 
 
 
 
990 
 
 
 
LTIP vesting
 
 
 
 
 
 
 
 
 
(3,163)
 
3,163 
 
Tax netting repurchase
(514)
 
 
 
(514)
 
 
 
 
 
 
(514)
 
Equity compensation expense
4,285 
 
 
 
4,300 
 
 
 
 
2,892 
 
1,393 
 
Post-retirement benefit plan
33 
 
 
 
33 
 
 
33 
 
 
 
 
 
Addition of Mesquite noncontrolling interest
1,230 
 
 
 
 
 
 
 
1,230 
 
 
 
 
Acquisition of Gulf of Mexico Pipeline
1,831 
 
 
 
 
 
 
 
1,831 
 
 
 
 
Partners' Capital at Sep. 30, 2016
638,912 
 
 
0 
620,899 
 
 
73 
18,013 
(47,862)
 
668,688 
 
Partners' Capital at Jun. 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
(7,798)
 
 
 
 
 
 
 
 
 
 
 
 
Equity compensation expense
 
 
 
 
1,800 
 
 
 
 
 
 
 
 
Post-retirement benefit plan
(2)
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital at Sep. 30, 2016
638,912 
 
 
 
620,899 
 
 
 
 
 
 
 
 
Partners' Capital at Dec. 31, 2016
585,157 
 
 
0 
568,402 
 
 
(40)
16,755 
(47,645)
 
616,087 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
(81)
 
 
 
(3,467)
 
 
 
3,386 
(98)
 
(3,369)
 
Contributions
42,270 
 
 
 
42,270 
 
 
 
   
38,270 
 
4,000 
 
Distributions
(94,120)
(75,572)
 
 
(94,120)
(75,572)
 
 
 
(976)
(75,572)
(93,144)
 
Contributions from noncontrolling interests owners
296 
 
 
 
 
 
 
 
296 
 
 
 
 
Distributions to noncontrolling interests owners
(1,777)
 
 
 
 
 
 
 
(1,777)
 
 
 
 
Contribution (distribution) for acquisition
 
 
12,532 
 
 
 
12,532 
 
 
 
 
 
12,532 
Acquisition of noncontrolling interest (Note 3)
(28,298)
 
 
 
(23,653)
 
 
 
(4,645)
 
 
(23,653)
 
LTIP vesting
 
 
 
 
 
 
 
 
 
(4,633)
 
4,633 
 
Tax netting repurchase
(1,642)
 
 
 
(1,642)
 
 
 
 
 
 
(1,642)
 
Equity compensation expense
6,067 
 
 
 
6,067 
 
 
 
0 
4,430 
 
1,637 
 
Post-retirement benefit plan
42 
 
 
 
42 
 
 
42 
 
 
 
 
 
Partners' Capital at Sep. 30, 2017
444,874 
 
 
0 
430,859 
 
 
2 
14,015 
(86,224)
 
517,081 
 
Partners' Capital at Jun. 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
56,502 
 
 
 
 
 
 
 
 
 
 
 
 
Equity compensation expense
 
 
 
 
800 
 
 
 
 
 
 
 
 
Post-retirement benefit plan
0 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital at Sep. 30, 2017
$ 444,874 
 
 
$ 0 
$ 430,859 
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Cash flows from operating activities
 
 
Net income (loss)
$ (81)
$ (27,882)
Adjustments to reconcile net loss to net cash provided by operating activities including discontinued operations:
 
 
Depreciation, amortization and accretion
88,700 
78,168 
Amortization of deferred financing costs
3,610 
2,328 
Corporate overhead support from General Partner
4,000 
7,500 
Amortization of weather derivative premium
753 
708 
Unrealized loss on derivatives contracts, net
2,818 
1,803 
Non-cash compensation expense
6,067 
4,285 
Gain on MPOG acquisition (Note 3)
(32,383)
0 
(Gain) loss on sale of assets and business, net of transaction costs of $2.5 million (Note 4)
(50,580)
2,247 
Other non-cash items
1,842 
(1,590)
Earnings in unconsolidated affiliates
(49,781)
(29,513)
Distributions from unconsolidated affiliates
49,781 
29,513 
Deferred tax expense
1,490 
1,276 
Changes in operating assets and liabilities, net of effects of acquisitions:
 
 
Accounts receivable
(4,172)
1,140 
Inventory
(4,011)
(5,593)
Unbilled revenue
696 
3,853 
Risk management assets and liabilities
(974)
(1,030)
Other current assets
10,624 
9,496 
Other assets, net
(1,994)
772 
Restricted cash
(3,135)
0 
Accounts payable
(17,419)
(4,497)
Accrued gas purchases
8,805 
1,904 
Accrued expenses and other current liabilities
8,889 
10,466 
Asset retirement obligations
(603)
(598)
Other liabilities
426 
(697)
Net cash provided by operating activities
23,368 
84,059 
Cash flows from investing activities
 
 
Acquisitions, net of cash acquired and settlements (Note 3)
(71,383)
(2,676)
Investments in unconsolidated affiliates (Note 10)
(49,828)
(114,007)
Additions to property, plant and equipment and other
(66,039)
(85,652)
Proceeds from sale of business and assets, net of cash on hand
167,979 
11,761 
Insurance proceeds from involuntary conversion of property, plant and equipment
150 
0 
Distributions from unconsolidated affiliates, return of capital
9,196 
33,284 
Restricted cash
302,736 
(43,691)
Net cash provided by (used in) investing activities
292,811 
(200,981)
Cash flows from financing activities
 
 
Proceeds from issuance of common units to public, net of offering costs
0 
2,910 
Distributions
(75,572)
0 
Contributions
38,270 
1,901 
Distributions
(88,851)
(82,782)
Series C Units issuance cost
0 
(62)
Acquisition of noncontrolling interests
0 
1,831 
Contribution from noncontrolling interest owners
296 
649 
Distributions to noncontrolling interests owners
(1,777)
0 
LTIP tax netting unit repurchase
(1,642)
(514)
Payment of deferred financing costs
(2,234)
(3,987)
Proceeds from 3.77% Senior Notes
0 
60,000 
Proceeds from 3.77% Senior Notes
(1,351)
0 
Payments of other debt
(3,732)
(2,769)
Payments of credit agreement
(546,408)
(172,650)
Borrowings on credit agreement
367,809 
317,243 
Other
86 
(188)
Net cash provided by (used in) financing activities
(315,106)
121,582 
Net increase in cash and cash equivalents
1,073 
4,660 
Cash and cash equivalents
 
 
Beginning of period
5,666 
1,987 
End of period
$ 6,739 
$ 6,647 
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Sep. 30, 2017
3.77% Senior Notes [Member]
Senior Notes [Member]
Dec. 31, 2016
3.77% Senior Notes [Member]
Senior Notes [Member]
Sep. 30, 2016
3.77% Senior Notes [Member]
Senior Notes [Member]
Transaction costs
$ 2.5 
 
 
 
Debt instrument, interest rate, stated percentage
 
3.77% 
3.77% 
3.77% 
Organization, Basis of Presentation and Summary of Significant Accounting Policies
Organization, Basis of Presentation and Summary of Significant Accounting Policies
(1) Organization, Basis of Presentation and Summary of Significant Accounting Policies

General

American Midstream Partners, LP (the “Partnership”, “we”, “us”, or “our”) is a growth-oriented Delaware limited partnership that was formed on August 20, 2009 to own, operate, develop and acquire a diversified portfolio of midstream energy assets. The Partnership’s general partner, American Midstream GP, LLC (the “General Partner”), is 77% owned by High Point Infrastructure Partners, LLC (“HPIP”) and 23% indirectly owned by Magnolia Infrastructure Holdings, LLC, both of which are affiliates of ArcLight Capital Partners, LLC ("ArcLight"). Our capital accounts consist of notional General Partner units and units representing limited partner interests.

JPE Acquisition

On March 8, 2017, we completed the acquisition of JP Energy Partners LP (“JPE”), an entity controlled by ArcLight affiliates, in a unit-for-unit merger (“JPE Acquisition”). In connection with the transaction, we issued approximately 20.2 million common units to holders of the JPE common and subordinated units, including 9.8 million common units to ArcLight affiliates. In connection with the completion of the JPE Acquisition, we entered into a supplemental indenture pursuant to which the JPE Entities jointly and severally, fully and unconditionally, guarantee the 8.50% Senior Notes (as defined below).

As both we and JPE were controlled by ArcLight affiliates, the acquisition represented a transaction among entities under common control. Although we are the legal acquirer, JPE was considered the acquirer for accounting purposes as ArcLight obtained control of JPE prior to obtaining control of us on April 15, 2013. As a result, we adjusted our historical financial statements to reflect ArcLight’s acquisition cost basis of their investment in us back to April 15, 2013. In addition, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results of JPE prior to the effective date of the JPE Acquisition. The accompanying financial statements and related notes present the combined financial position, results of operations, cash flows and equity of JPE at historical cost.

Disposition of Propane Business

On September 1, 2017, we completed the disposition of our Propane Marketing Services business the ("Propane Business") pursuant to the Membership Interest Purchase Agreement dated July 21, 2017, between AMID Merger LP, a wholly owned subsidiary of the Partnership, and SHV Energy N.V. As a result of the disposition of our Propane Business, we classified the results of operations of the Propane Business as discontinued operations. See Note 4 - Discontinued Operations.
Nature of business

We provide critical midstream infrastructure that links producers of natural gas, crude oil, NGLs, condensate and specialty chemicals to numerous intermediate and end-use markets. Through our five reportable segments, (1) gas gathering and processing services, (2) liquid pipelines and services, (3) natural gas transportation services, (4) offshore pipelines and services and (5) terminalling services, we engage in the business of gathering, treating, processing, and transporting natural gas; gathering, transporting, storing, treating and fractionating NGLs; gathering, storing and transporting crude oil and condensates; storing specialty chemical products and selling refined products.

Most of our cash flow is generated from fee-based and fixed-margin arrangements for gathering, processing, transporting and treating natural gas and crude oil, firm capacity reservation charges, interruptible transportation charges, guaranteed firm storage contracts, throughput fees and other optional charges associated with ancillary services.

Our primary assets are strategically located in some of the most prolific onshore and offshore producing regions and key demand markets in the United States. Our gathering and processing assets are primarily located in (i) the Permian Basin of West Texas, (ii) the Cotton Valley/Haynesville Shale of East Texas, (iii) the Eagle Ford Shale of South Texas, (iv) the Bakken Shale of North Dakota, and (v) offshore in the Gulf of Mexico. Our natural gas transportation, offshore pipelines and terminal assets are in key demand markets in Alabama, Arkansas, Louisiana, Mississippi and Tennessee and in the Port of New Orleans in Louisiana and the Port of Brunswick in Georgia.


Basis of presentation

The financial statements and supplementary data, management’s discussion and analysis of financial condition and results of operations and certain selected financial data in our Form 10-K for the year ended December 31, 2016 (the “Annual Report”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2017, were recast by the Current Report on Form 8-K, dated September 18, 2017 (“Recast Form 8-K”). There have been no revisions or updates to any other sections of the Annual Report other than the revisions noted above.
The unaudited financial information included in this Quarterly Report has been prepared on the same basis as the audited consolidated financial statements included in the Recast Form 8-K, and recast to retrospectively reflect the change in classification of the Propane Business to discontinued operations for all periods presented. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of results expected for the full year. In the opinion of our management, such financial information reflects all adjustments necessary for a fair statement of the financial position and the results of operations for such interim periods in accordance with GAAP. All such adjustments are of a normal recurring nature. All intercompany items and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC.

Transactions between entities under common control
 
We have entered, and may enter, into transactions with ArcLight affiliates whereby we receive midstream assets or other businesses in exchange for cash or Partnership equity. We account for the net assets acquired at the affiliate's historical cost basis as the transactions are between entities under common control. In certain cases, our historical financial statements were revised to include the results attributable to the assets acquired from the later of June 2011 (the date Arclight affiliates obtained control of JPE) or the date the ArcLight affiliate obtained control of the assets acquired.

Summary of Significant Accounting Policies

Use of estimates

When preparing consolidated financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and assumptions are based on information available at the time such estimates and assumptions are made. Adjustments made with respect to the use of these estimates and assumptions often relate to information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates and assumptions are used in, among other things, i) estimating unbilled revenues, product purchases and operating and general and administrative costs, ii) developing fair value assumptions, including estimates of future cash flows and discount rates, iii) analyzing long-lived assets, goodwill and intangible assets for possible impairment, iv) estimating the useful lives of assets, and v) determining amounts to accrue for contingencies, guarantees and indemnifications. Actual results, therefore, could differ materially from estimated amounts.

Cash, cash equivalents and restricted cash

We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value because of the short term to maturity of these investments.

From time to time we are required to maintain cash in separate accounts the use of which is restricted by the terms of our debt agreements, asset retirement obligations and contracted arrangements. Such amounts are included in Restricted cash in our unaudited condensed consolidated balance sheets.

Allowance for doubtful accounts

We establish provisions for losses on accounts receivable when we determine that we will not collect all or part of an outstanding balance. Collectability is reviewed regularly and an allowance is established or adjusted, as necessary, using the specific identification method, historical collection experience and the age of accounts receivable.


Investments in unconsolidated affiliates

We hold membership interests in entities that own and operate natural gas pipeline systems and NGL and crude oil pipelines in and around Louisiana, Alabama, Mississippi and the Gulf of Mexico. While we have significant influence over these entities, we do not control them and therefore, they are accounted for using the equity method and are reported in Investment in unconsolidated affiliates in the condensed consolidated balance sheets. We evaluate the recoverability of these investments on a regular basis and recognize impairment write downs if we determine a loss in value represents an other-than-temporary-decline. The unconsolidated affiliates that were determined to be variable interest entities (“VIE”) due to disproportionate economic interests and decision making rights were further evaluated under the VIE method of consolidation. In each case, we lack the power to direct the activities that most significantly impact the unconsolidated affiliate’s economic performance. Therefore, as we do not hold a controlling financial interest in these affiliates, we account for our related investments using the equity method. Additionally, our maximum exposure to loss related to each entity is limited to our equity investment as presented on the condensed consolidated balance sheets as of the balance sheet date. In each case, we are not obligated to absorb losses greater than our proportional ownership percentages. Our right to receive residual returns is not limited to any amount less than the ownership percentages. We also have a joint venture arrangement in which we and our partners share proportional ownership and responsibilities and receive returns in accordance with our ownership percentage.

Revenue recognition

We recognize revenue from the sale of commodities (e.g., natural gas, crude oil, NGLs, refined products or condensate) as well as from the provision of gathering, processing, transportation or storage services when all of the following criteria are met: i) persuasive evidence of an exchange arrangement exists, ii) delivery has occurred or services have been rendered, iii) the price is fixed or determinable, and iv) collectability is reasonably assured. We recognize revenue from the sale of commodities and the related cost of product sold on a gross basis for those transactions where we act as the principal and take title to commodities that are purchased for resale.

Revenue-related taxes collected from customers and remitted to taxing authorities, principally sales taxes, are presented on a net basis within the unaudited condensed consolidated statements of operations.
New Accounting Pronouncements (Notes)
New Accounting Pronouncements
(2) New Accounting Pronouncements

Accounting Standards Issued Not Yet Adopted

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which amends the existing accounting guidance for revenue recognition. The update requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2015-14 was subsequently issued and deferred the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. From March 2016 to May 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations, as further clarification on principal versus agent considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing as further clarification on identifying performance obligations and the licensing implementation guidance and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, as clarifying guidance on specific narrow scope improvements and practical expedients. We are in the process of reviewing our various customer arrangements in order to determine the impact the new accounting guidance for revenue recognition will have on our consolidated financial statements and related disclosures. We also have engaged a third-party consulting firm to assist us with all the three phases of adoption of the new guidance (Impact Assessment, Convert and Implement). We are currently in the Convert phase and revenue streams have been determined. Certain preliminary testing has been performed to validate such streams. We will adopt the new standard on its effective date January 1, 2018 using the modified retrospective method of adoption.

In February 2016, the FASB issued ASU No. 2016-02 (Topic 842) "Leases", which supersedes the lease recognition requirements in ASC Topic 840, "Leases". Under ASU No. 2016-02 lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. ASU No. 2016-02 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2018. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and there are certain optional practical expedients that an entity may elect to apply. Full retrospective application is prohibited and early adoption by public entities is permitted. We are in the process of evaluating the impact of ASU 2016-02 on our consolidated financial statements as we will be required to reflect our various lease obligations and associated asset use rights on our consolidated balance sheets. The adoption may also impact our debt covenant compliance and may require us to modify or replace certain of our existing information systems. We will adopt the guidance on its effective date January 1, 2019.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 320): Classification of Cash Receipts and Cash Payments”, which addresses eight specific cash flow issues with the objective of reducing the existing diversity of presentation and classification in the statement of cash flows. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal periods. The retrospective transition method of adoption is required unless it is impracticable. Early adoption is permitted, but only if all aspects are adopted in the same period. We are still evaluating the impact of this update on our consolidated statements of cash flows and the related disclosures. We will adopt the standard upon its effective date January 1, 2018.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, which aims to improve the disclosure of the change during the period in total cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. The update is effective beginning first quarter of 2018. Early adoption is permitted, but it must occur in the first interim period. Any adjustments required in early adoption of this update should be reflected as of the beginning of the fiscal year that includes the interim period and should be applied using a retrospective transition method to each period. We will adopt the standard on its effective date of January 1, 2018.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The guidance provides criteria for use in determining when to conclude an integrated “set of assets and activities (as defined in the original guidance) being acquired or disposed in a transaction is not a business. Where the criteria are not met, more stringent screening has been provided to define a set as a business without an output, as more narrowly defined within the guidance. ASU No. 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments should be applied prospectively on or after the effective date. Early adoption is permitted. We are still in the process of evaluating the guidance and can not determine the impact of this guidance on our consolidated financial statements and related disclosures. We will adopt ASU 2017-01 on its effective date of January 1, 2018.
In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, in which the guidance on testing for goodwill was updated by the elimination of Step 2 in the determination on whether goodwill should be considered impaired. The annual and/or interim assessments are still required to be completed. Further, the guidance eliminates the requirement to assess reporting units with zero or negative carrying values, however, the carrying values for all reporting units must be disclosed. ASU No. 2017-04 is effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We elected to early adopt the guidance in connection with our annual assessment to be performed in October 2017 using the required prospective method.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Pursuant to this ASU, an entity should account for the effects of a modification unless all the following are met: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified (if the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification); (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. ASU No. 2017-09 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted, including adoption in any interim period. This update should be applied prospectively to an award modified on or after the adoption date. We do not believe that the impact of this update on our consolidated financial statements and related disclosures will be material and will adopt the guidance on its effective date January 1, 2018.
Acquisitions
Acquisitions
(3) Acquisitions

JP Energy Partners LP

On March 8, 2017, we completed the acquisition of JPE, a legal entity controlled by ArcLight affiliates, in a unit-for-unit merger. In connection with the transaction, each JPE common or subordinated unit held by investors not affiliated with ArcLight was converted into the right to receive 0.5775 of a Partnership common unit, and each JPE common or subordinated unit held by ArcLight affiliates was converted into the right to receive 0.5225 of a Partnership common unit. We issued a total of 20.2 million of common units to complete the acquisition, including 9.8 million common units to ArcLight affiliates.

As both we and JPE were controlled by ArcLight affiliates, the acquisition represented a transaction among entities under common control. Although we were the legal acquirer, JPE was considered the acquirer for accounting purposes as ArcLight obtained control of JPE prior to obtaining control of us on April 15, 2013. As a result, we adjusted our historical financial statements to reflect ArcLight’s acquisition cost basis of us back to April 15, 2013. In addition, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results of JPE prior to the effective date of the JPE acquisition. The accompanying financial statements and related notes present the combined financial position, results of operations, cash flows and equity of JPE at historical cost.

JPE owns, operates and develops a diversified portfolio of midstream energy assets which provide midstream infrastructure solutions for the growing supply of crude oil, refined products and NGLs, in the United States.

Viosca Knoll

On June 2, 2017, we acquired 100% of the Viosca Knoll System (“Viosca Knoll”) from Genesis Energy, L.P. for total consideration of approximately $32 million in cash and have accounted for this acquisition as a business combination. The Viosca Knoll System serves producing fields located in the Main Pass, Mississippi Canyon and Viosca Knoll areas of the Gulf of Mexico and connects to several major delivery pipelines including the Partnership’s High Point and Destin pipelines. Viosca Knoll will provide greater East-West Gulf connectivity, through the connection of the High Point Gas Transmission system and the Destin Pipeline, both controlled by us. The Viosca Knoll acquisition was funded with the borrowings under the Partnership’s revolving credit facility, and Viosca Knoll was added to our Offshore pipeline and services segment.

The following table presents our aggregated allocation of the purchase price based on estimated fair values of assets and liabilities acquired (in thousands):

As of September 30, 2017
Purchase Price Allocation
Property, plant and equipment:
 
Pipelines and right-of-way
$
13,433

Equipment
18,853

Total property, plant and equipment
32,286

Liability
(286
)
Total cash consideration
$
32,000



The purchase price allocation is subject to the measurement period that ends at the earlier of twelve months from the date of acquisition or when all information becomes available. We have reallocated approximately $3.3 million from Intangibles to Property, plant and equipment since the initial purchase price allocation disclosed in the second quarter of 2017.
Panther

On August 8, 2017, the Partnership acquired 100% of the interest in Panther Offshore Gathering Systems, LLC (“POGS”), Panther Pipeline, LLC (“PPL”) and Panther Operating Company, LLC (“POC”) from Panther Asset Management LLC (“Panther”) for approximately $57.2 million. The consideration included $39.1 million cash, funded from borrowings under the Partnership’s revolving credit facility, and common units representing limited partner interests in the Partnership, valued at $12.5 million based on unit value as of the acquisition date. Panther owns and operates more than 1,000 miles of oil and gas pipelines, primarily in Texas and Louisiana offshore state and federal waters. The underlying acquired assets are highly complementary to the Partnership’s core Gulf of Mexico assets as a substantial portion of Panther’s cash flows are generated by our joint ventures.

As part of the purchase of POGS, we acquired the outstanding interests in one of our equity investments, Main Pass Oil Gathering (“MPOG”), as well as the remaining equity interest in our consolidated subsidiary, American Panther, LLC (“AmPan”). As such, the Partnership now owns 100% of MPOG and AmPan. We determined that the acquisition of the remaining interest in MPOG on August 8, 2017 resulted in a change in control and MPOG has been consolidated from the acquisition date. The effect was the Partnership’s previously held equity interest in MPOG was remeasured to fair value and the excess (approximately $32.3 million) of fair value over historical carrying value was recognized as a gain in Other income (expense) on the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2017.
For AmPan, which has historically been consolidated by the Partnership, the acquisition of Panther’s remaining interest resulted in the acquisition of a noncontrolling interest. Accordingly the excess of the fair value of the acquired interest (approximately $28.3 million) over the carrying value of the noncontrolling interest (approximately $4.6 million) has been reported as a distribution to unitholders.
PPL owns a 50% undivided ownership interest in the Matagorda and the Brazoria County Gas systems which will be proportionally consolidated from the acquisition date. POC operates pipeline assets on behalf of both third parties and affiliates of the Partnership for a fee and will be fully consolidated by the Partnership.
The following table presents the aggregated preliminary allocation of the purchase price based on estimated fair values of Panther’s assets acquired and liabilities assumed (in thousands):

 
Purchase Price Allocation
     Fair value of acquired noncontrolling interest
$
28,298

Property, plant and equipment
16,870

  Intangibles (customer relationships)
9,989

     Net working capital, net of cash acquired
2,410

     Other
2,975

Asset retirement obligation
$
(3,367
)
      Total consideration
$
57,175



The purchase price allocation is subject to the measurement period that ends at the earlier of twelve months from the acquisition date or when all information becomes available.

The pro forma effect of our business acquisitions was immaterial to our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and the comparative periods, respectively, and therefore is not separately disclosed.
Discontinued Operations (Notes)
Discontinued Operations
(4) Discontinued Operations

Disposition of Propane Business

On September 1, 2017, we completed the disposition of the Propane Business pursuant to the Membership Interest Purchase Agreement dated July 21, 2017, between AMID Merger LP, a wholly owned subsidiary of the Partnership, and SHV Energy N.V. Through the transaction, we divested 100% of our Propane Business, including Pinnacle Propane’s 40 service locations; Pinnacle Propane Express’ cylinder exchange business and related logistic assets; and the Alliant Gas utility system. Prior to the sale, we moved the trucking business from the Propane Marketing Services segment to the Liquid Pipelines and Services segment. With the disposition of the Propane Business, we eliminated the Propane Marketing Services segment.

In connection with the transaction, we received approximately $170 million in cash, net of customary closing adjustments, and recorded a gain of approximately $46.5 million, net of $2.5 million of transaction costs. We have reported the results of our Propane Business, including the gain on sale, as discontinued operations in our unaudited condensed consolidated statements of operations for all periods presented.

The following tables summarize the financial information related to the Propane Business for the periods presented, as required by ASC 420 - Discontinued Operations.
     
Unaudited Condensed Consolidated Balance Sheet of the discontinued operation Propane Business (in thousands)

 
December 31, 2016
Total current assets of discontinued operations
$
22,727

Total noncurrent assets of discontinued operations
114,032

Total assets of discontinued operations
$
136,759

 
 
Total current liabilities of discontinued operations
$
14,319

          Other long-term liabilities of discontinued operations
172

Total liabilities of discontinued operations
$
14,491


Unaudited Condensed Consolidated Statements of Operations of the discontinued operation Propane Business (in thousands)

 
Three months ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016(1)
Total revenue
$
20,458

 
$
27,756

 
$
87,615

 
$
103,718

Total operating expenses
22,489

 
30,158

 
92,196

 
96,003

Income (loss) from discontinued operations before taxes
(1,834
)
 
(2,310
)
 
(4,301
)
 
8,069

Income tax benefit (expense)
(15
)
 
—

 
(59
)
 
2

Income (loss) from discontinued operations
(1,849
)
 
(2,310
)
 
(4,360
)
 
8,071

            Gain from the sale of discontinued operations
46,545

 
—

 
46,545

 
—

            Partnership’s income (loss) from discontinued operations, including gain on sale.
$
44,696

 
$
(2,310
)
 
$
42,185

 
$
8,071

_____________________________________
(1) Amounts for the nine months ended September 30, 2016 do not included the results of certain trucking and marketing assets of JPE in the Mid-Continent area (the “Mid Continent Business”), which were sold in the first quarter of 2016 and are classified as discontinued operations. The total revenue, total operating expenses and loss from discontinued operations related to the Mid Continent Business for the nine months ended September 30, 2016 were $11.5 million, $12.0 million and $0.5 million respectively.

Other selected unaudited financial information related to the Propane Business (in thousands)

 
Three months ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
Depreciation and amortization
$
2,355

 
$
3,850

 
$
9,823

 
$
12,020

Capital expenditures
722

 
1,483

 
3,143

 
3,451

 
 
 
 
 
 
 
 
Other operating and investing non-cash items related to discontinued operations:
 
 
 
 
 
 
 
(Gain) loss on sales of assets, net
118

 
725

 
(55
)
 
2,064

Unrealized (gain) loss on derivatives contracts, net
(526
)
 
106

 
530

 
(628
)
Inventory (Notes)
Inventory
(5) Inventory

Inventory consists of the following (in thousands):
 
 
September 30, 2017
 
December 31, 2016
Crude oil
 
$
4,565

 
$
1,216

NGLs
 
232

 
288

Refined products
 
674

 
—

Materials, supplies and equipment
 
499

 
486

   Total inventory
 
$
5,970

 
$
1,990

Other Current Assets
Other Current Assets
(6) Other Current Assets

Other current assets consist of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
Prepaid insurance
$
1,428

 
$
9,702

Insurance receivables
3,728

 
1,624

Due from related parties
5,062

 
4,833

Other receivables
2,768

 
2,997

Risk management assets
1,827

 
469

Other assets
2,331

 
5,891

   Total other current assets
$
17,144


$
25,516

Risk Management Activities
Risk Management Activities
(7) Risk Management Activities

We are exposed to certain market risks related to the volatility of commodity prices and changes in interest rates. To monitor and manage these market risks, we have established comprehensive risk management policies and procedures. We do not enter into derivative instruments for any purpose other than hedging commodity price risk, interest rate risk, and weather risk. We do not speculate using derivative instruments.

Commodity Derivatives

To manage the impact of the risks associated with changes in the market price of NGL purchases, crude oil, refined products and natural gas in our day-to-day business, we used a combination of fixed price swap and forward contracts.

Our forward contracts that qualify for the Normal Purchase Normal Sale (“NPNS”) exception under GAAP are recognized when the underlying physical transaction is delivered. In accordance with ASC 815, Derivatives and Hedging, if it is determined that a transaction designated as NPNS no longer meets the scope exception, the fair value of the related contract is recorded on the balance sheet (as an asset or liability) and the difference between the fair value and the contract amount is immediately recognized through earnings. We measure our commodity derivatives at fair value using the income approach which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations utilize indirectly observable (“Level 2”) inputs, including contractual terms and commodity prices observable at commonly quoted intervals.

The following table summarizes the net notional volumes of our outstanding commodity-related derivatives, excluding those contracts that qualified for the NPNS exception as of September 30, 2017 and December 31, 2016, none of which were designated as hedges for accounting purposes.
 
 
September 30, 2017
 
December 31, 2016
Commodity Swaps
 
Volume
 
Maturity
 
Volume
 
Maturity
NGLs Fixed Price (gallons)
 
819,000
 
January 8, 2018
 

 
 
Crude Oil Fixed Price (barrels)
 
125,000
 
October 6, 2017 - December 7, 2017
 
—
 
—
Crude Oil Basis (barrels)
 
—
 
—
 
180,000

 
January 25, 2017-
March 25, 2017


Interest Rate Swaps

To manage the impact of the interest rate risk associated with our Credit Agreement, as defined in Note 13 - Debt Obligations, we enter into interest rate swaps from time to time, effectively converting a portion of the cash flows related to our long-term variable rate debt into fixed rate cash flows.

As of September 30, 2017 and December 31, 2016, we had a combined notional principal amount of $650.0 million of variable to fixed interest rate swap agreements. As of September 30, 2017, the maximum length of time over which we have hedged a portion of our exposure due to interest rate risk is through December 31, 2022.

The fair value of our interest rate swaps was estimated using a valuation methodology based upon forward interest rates and volatility curves as well as other relevant economic measures, if necessary. Discount factors may be utilized to extrapolate a forecast of future cash flows associated with long dated transactions or illiquid market points. The inputs, which represent Level 2 inputs in the valuation hierarchy, are obtained from independent pricing services and we have made no adjustments to those prices.

Weather Derivative

In the second quarter of 2017, we entered into a yearly weather derivative arrangement to mitigate the impact of potential unfavorable weather on our operations under which we could receive payments totaling up to $30.0 million in the event that a hurricane of certain strength passes through the areas identified in the derivative agreement. The weather derivative, which is accounted for using the intrinsic value method, was entered into with a single counterparty, and we were not required to post collateral.

We paid $1.1 million and $1.0 million in premiums during the nine months ended September 30, 2017 and 2016, respectively. Premiums are amortized to Direct operating expenses on a straight-line basis over the one year term of the contract. Unamortized amounts associated with the weather derivatives were approximately $0.8 million and $0.4 million as of September 30, 2017 and December 31, 2016, respectively, and are included in Other current assets on the unaudited condensed consolidated balance sheets.

The following table summarizes the fair values of our derivative contracts (before netting adjustments) included in the condensed consolidated balance sheets (in thousands):
 
 
 
Asset Derivatives
 
Liability Derivatives
Type
Balance Sheet Classification
 
September 30,
2017
 
December 31, 2016
 
September 30,
2017
 
December 31, 2016
Commodity swaps
Other current assets
 
$
267

 
$
112

 
$
—

 
$
—

Commodity swaps
Accrued expenses and other current liabilities
 
—

 
—

 
(653
)
 
(1
)
Commodity swaps
Other liabilities
 
—

 
—

 
—

 
(1
)
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
Other current assets
 
1,041

 
 
 
 
 
 
Interest rate swaps
Risk management assets (long-term)
 
7,545

 
10,628

 
—

 
—

Interest rate swaps
Accrued expenses and other current liabilities
 
—

 
—

 
—

 
(252
)
 
 
 
 
 
 
 
 
 
 
Weather derivatives
Other current assets
 
$
786

 
$
429

 
$
—

 
$
—

 
Total
 
$
9,639

 
$
11,169

 
$
(653
)
 
$
(254
)

The following tables present the fair value of our recognized derivative assets and liabilities on a gross basis and amounts offset in the condensed consolidated balance sheets that are subject to enforceable master netting arrangements (in thousands):
 
 
Gross Risk Management Position
 
Netting Adjustments
 
Net Risk Management Position
Balance Sheet Classification
 
September 30,
2017
 
December 31, 2016
 
September 30,
2017
 
December 31, 2016
 
September 30,
2017
 
December 31, 2016
Other current assets
 
$
2,094

 
$
541

 
$
(267
)
 
$
(72
)
 
$
1,827

 
$
469

Risk management assets- long term
 
7,545

 
10,628

 
—

 
(1
)
 
7,545

 
10,627

Total assets
 
$
9,639

 
$
11,169

 
$
(267
)
 
$
(73
)
 
$
9,372

 
$
11,096

 
 
 
 
 
 
 
 
 
 
 
 
 
Accrued expenses and other liabilities
 
$
(653
)
 
$
(253
)
 
$
267

 
$
72

 
$
(386
)
 
$
(181
)
Other liabilities
 
—

 
(1
)
 
—

 
1

 
—

 
—

Total liabilities
 
$
(653
)
 
$
(254
)
 
$
267

 
$
73

 
$
(386
)
 
$
(181
)


For each of the three and nine months ended September 30, 2017 and 2016 the realized and unrealized gains (losses) associated with our commodity, interest rate and weather derivative instruments were recorded in our unaudited condensed consolidated statements of operations as follows (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
Statement of Operations Classification
Realized
 
Unrealized
 
Realized
 
Unrealized
2017
 
 
 
 
 
 
 
Gains (losses) on commodity derivatives, net
$
(51
)
 
$
(546
)
 
$
465

 
$
(498
)
Interest expense
51

 
221

 
(19
)
 
(1,790
)
Direct operating expenses
(278
)
 
—

 
(753
)
 
—

Total
$
(278
)
 
$
(325
)
 
$
(307
)
 
$
(2,288
)
2016
 
 
 
 
 
 
 
Gains (losses) on commodity derivatives, net
$
(742
)
 
$
1,066

 
$
(1,432
)
 
$
(497
)
Interest expense
(75
)
 
2,109

 
(106
)
 
(1,934
)
Direct operating expenses
(257
)
 
—

 
(708
)
 
—

Total
$
(1,074
)
 
$
3,175

 
$
(2,246
)
 
$
(2,431
)
Property, Plant and Equipment
Property, Plant and Equipment
(8) Property, Plant and Equipment

Property, plant and equipment, net, consists of the following (in thousands):
 
Useful Life
(in years)
 
September 30,
2017
 
December 31,
2016
Land
Infinite
 
$
18,440

 
$
18,861

Construction in progress
N/A
 
81,133

 
128,519

Buildings and improvements
4 to 40
 
13,782

 
13,762

Transportation equipment
5 to 15
 
22,743

 
20,010

Processing and treating plants
8 to 40
 
141,334

 
120,977

Pipelines, compressors and right-of-way
3 to 40
 
958,004

 
804,815

Storage
3 to 40
 
146,473

 
146,408

Equipment
3 to 31
 
79,567

 
77,978

Total property, plant and equipment
 
 
1,461,476

 
1,331,330

Accumulated depreciation
 
 
(320,650
)
 
(264,722
)
Property, plant and equipment, net
 
 
$
1,140,826

 
$
1,066,608



At September 30, 2017 and December 31, 2016, gross property, plant and equipment included $314.8 million and $291.1 million, respectively, related to our FERC regulated interstate and intrastate assets.

Depreciation expense totaled $20.1 million and $17.8 million for the three months ended September 30, 2017 and 2016, respectively, and $56.9 million and $51.6 million for the nine months ended September 30, 2017 and 2016, respectively.

Capitalized interest was $0.5 million and $0.7 million for each of the three months ended September 30, 2017 and 2016, respectively and $2.0 million and $1.7 million for the nine months ended September 30, 2017 and 2016, respectively.
Goodwill and Intangible Assets
Goodwill and Intangible Assets
(9) Goodwill and Intangible Assets

Goodwill consists of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
Liquid Pipelines and Services
$
113,671

 
$
113,671

Terminalling Services
88,464

 
88,464

Total
$
202,135

 
$
202,135


Intangible assets, net, consists of customer relationships, dedicated acreage agreements, collaborative arrangements, noncompete agreements and trade names. These intangible assets have definite lives and are subject to amortization on a straight-line basis over their economic lives, currently ranging from approximately 5 years to 44 years.

Intangible assets, net, consist of the following (in thousands):
 
September 30, 2017
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
Customer relationships
$
116,345

 
$
(28,088
)
 
$
88,257

Customer contracts
94,693

 
(46,927
)
 
47,766

Dedicated acreage
53,350

 
(5,773
)
 
47,577

Collaborative arrangements
11,884

 
(1,203
)
 
10,681

Noncompete agreements
1,064

 
(1,064
)
 
—

Other
198

 
(23
)
 
175

Total
$
277,534

 
$
(83,078
)
 
$
194,456

 
 
 
 
 
 
 
December 31, 2016
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
Customer relationships
$
106,417

 
$
(23,245
)
 
$
83,172

Customer contracts
94,692

 
(33,228
)
 
61,464

Dedicated acreage
53,350

 
(4,439
)
 
48,911

Collaborative arrangements
11,884

 
(601
)
 
11,283

Noncompete agreements
1,063

 
(1,000
)
 
63

Other
198

 
(20
)
 
178

Total
$
267,604

 
$
(62,533
)
 
$
205,071



Amortization expense related to our intangible assets totaled $5.1 million and $4.4 million for the three months ended September 30, 2017 and 2016, respectively, and $20.6 million and $13.3 million for the nine months ended September 30, 2017 and 2016, respectively.
Investment in Unconsolidated Affiliates
Investment in Unconsolidated Affiliates
(10) Investments in unconsolidated affiliates

Joint Venture with Targa Midstream Services, LLC

On August 8, 2017, we entered into a joint venture agreement with Targa Midstream Services, LLC (“Targa”) by which our previously wholly owned subsidiary Cayenne Pipeline, LLC (“Cayenne”) became the Cayenne joint venture between Targa and us (“Cayenne JV”). We received $5.0 million in cash in exchange for the sale of 50% ownership interest in Cayenne to Targa. The sole asset of the joint venture is a natural gas pipeline which is being converted into a natural gas liquids pipeline. Both parties will each have 50% economic interests and 50% voting rights, with Targa serving as the operator of the pipeline and the joint venture. The additional costs of conversion and associated construction are shared equally by us and Targa. By the end of the fourth quarter of 2017, the pipeline is expected to be operational.

Acquisition of additional ownership interest in Delta House

On September 29, 2017, we acquired an additional 15.5% equity interest in Class A units of Delta House FPS LLC (“FPS”) and Delta House Oil and Gas Lateral LLC (“Lateral”) (collectively referred to as “Delta House”), from affiliates of ArcLight for total cash consideration of approximately $125.4 million. FPS operates a semi-submersible floating production and processing system in the Gulf of Mexico. Lateral operates oil and natural gas lateral transportation facilities that receive and transport production from the FPS floating production system. Post-closing, the Partnership and ArcLight indirectly own a 35.7% and 23.3% interest, respectively, in Delta House.

As our 15.5% interest in Delta House was previously owned directly by ArcLight, we have accounted for our investment at our affiliate's carry-over basis resulting in $49.8 million recorded in Investments in unconsolidated affiliates in our unaudited condensed consolidated balance sheets, and as an investing activity within the related unaudited condensed consolidated statements of cash flows. The amount by which the total consideration exceeded the carry-over basis was $75.6 million and was recorded as a distribution to our general partner within the unaudited condensed consolidated statements of changes in partners’ capital and noncontrolling interests and a financing activity in the unaudited condensed consolidated statements of cash flows.

For the three and nine months ended September 30, 2017, the Partnership recorded $12.5 million and $34.6 million, respectively, in equity earnings from Delta House. The Partnership also received cash distributions of $10.3 million and $26.2 million for the three and nine months ended September 30, 2017, respectively. The excess of the cash distributions received over the earnings recorded from Delta House is classified as a return of capital within cash flows from investing activities in our condensed consolidated statements of cash flows.

The following table presents the activity in our equity method investments in unconsolidated affiliates (in thousands):
 
Delta House (1)
 
Emerald Transactions (2)
 
 
 
 
 
 
 
FPS
 
OGL
 
Destin
 
Tri-States
 
Okeanos
 
Wilprise
 
MPOG(4)
 
Cayenne JV(3)
 
Total
Ownership % - 12/31/2016
20.1
%
 
20.1
%
 
49.7
%
 
16.7
%
 
66.7
%
 
25.3%
 
66.7%
 
-
 
 
Ownership % - 9/30/2017
35.7
%
 
35.7
%
 
49.7
%
 
16.7
%
 
66.7
%
 
25.3%
 
-
 
50.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances at December 31, 2016
$
64,483

 
$
25,450

 
$
110,882

 
$
55,022

 
$
27,059

 
$
4,944

 
$
4,147

 
$
—

 
$
291,987

     Acquisitions
22,539

 
27,289

 
—

 
—

 
—

 
—

 
(2,363
)
 
—

 
47,465

     Earnings in unconsolidated affiliates
23,994

 
10,589

 
6,243

 
3,394

 
5,706

 
493

 
(683
)
 
45

 
49,781

     Contributions
—

 
—

 
—

 
—

 
—

 
—

 
—

 
3,770

 
3,770

     Distributions
(13,990
)
 
(12,183
)
 
(17,334
)
 
(4,359
)
 
(9,333
)
 
(677
)
 
(1,101
)
 
—

 
(58,977
)
Balances at September 30, 2017
$
97,026

 
$
51,145

 
$
99,791

 
$
54,057


$
23,432


$
4,760


$
—

 
$
3,815


$
334,026

 
___________________________________________________ 
(1) Represents direct and indirect ownership interests in Class A units and common units.
(2) Represents our Emerald equity method investments which were acquired in the second quarter of 2016.
(3) We formed Cayenne JV effective August 8, 2017.
(4) Beginning August 8, 2017, the Partnership consolidated MPOG. See Note 3 - Acquisitions.

The following tables present the summarized combined financial information for our equity investments (amounts represent 100% of investee financial information) (in thousands):
Balance Sheets(1):
September 30, 2017
 
December 31, 2016
Current assets
$
100,400

 
$
120,167

Non-current assets
1,294,333

 
1,369,492

Current liabilities
139,217

 
133,085

Non-current liabilities
$
422,988

 
$
541,312


 
Three months ended September 30,
 
Nine months ended September 30,
Statements of Operations(1):
2017
 
2016
 
2017
 
2016
Revenue
$
104,904

 
$
93,440

 
$
304,801

 
$
278,720

Gross profit
97,636

 
83,350

 
280,996

 
253,447

Net income
$
77,238

 
$
62,775

 
$
222,005

 
$
199,591

_____________________________________
(1) MPOG was consolidated by us as of August 8, 2017, therefore the tables above do not include MPOG as of September 30, 2017 and for the three and nine months ended September 30, 2017.
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities
(11) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consists of the following (in thousands):
 
 
September 30, 2017
 
December 31, 2016
Accrued interest
 
$
9,973

 
$
5,743

Taxes payable
 
7,052

 
1,186

Current portion of asset retirement obligation
 
6,416

 
6,499

Additional Blackwater acquisition consideration
 
5,000

 
5,000

Due to related parties
 
5,115

 
4,072

Royalties payable
 
3,548

 
3,926

Convertible preferred unit distributions
 
2,871

 
7,103

Legal accrual
 
2,783

 
—

Capital expenditures
 
4,032

 
14,274

Accrued operating expenses
 
2,938

 
—

Gas imbalances payable
 
1,860

 
1,098

Customer deposits
 
1,537

 
148

Employee compensation
 
1,505

 
8,438

Transaction costs
 
736

 
3,000

Other
 
12,139

 
12,234

   Total accrued expenses and other current liabilities
 
$
67,505


$
72,721

Asset Retirement Obligations
Asset Retirement Obligations
(12) Asset Retirement Obligations

We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations (collectively referred to as “AROs”) that we can reasonably estimate, on a discounted basis, in the period in which the liability is incurred. Generally, the fair value of the liability is calculated using discounted cash flow techniques and based on internal estimates and assumptions related to (i) future retirement costs, (ii) future inflation rates, and (iii) credit-adjusted risk-free interest rates. Significant increases or decreases in the assumptions would result in a significant change to the fair value measurement.

Certain assets related to our Offshore Pipelines and Services segment have regulatory obligations to perform remediation, and in some instances, dismantlement and removal activities when the assets are abandoned. These AROs include varying levels of activity including disconnecting inactive assets from active assets, cleaning and purging assets, and in some cases, completely removing the assets and returning the land to its original state. These assets have been in existence for many years and with regular maintenance will continue to be in service for many years to come. It is not possible to predict when demand for these transmission services will cease, however, we do not believe that such demand will cease for the foreseeable future. The majority of the current portion of our AROs is related to the retirement of the Midla pipeline discussed in Note 18 - Commitments and Contingencies.

The following table presents activity in our asset retirement obligations for the nine months ended September 30, 2017 (in thousands):
Non-current balance
$
44,363

Current balance
6,499

Balances at December 31, 2016
$
50,862

Additions
6,805

Expenditures
(697
)
Accretion expense
1,492

Balances at September 30, 2017
$
58,462

     Less: current portion
6,416

Noncurrent asset retirement obligation
$
52,046


___________________________________________________ 
We are required to establish security against potential obligations relating to the abandonment of certain transmission assets that may be imposed on the previous owner by applicable regulatory authorities. We have deposited $5.0 million with a third party to secure our performance on these potential obligations. These deposits are included in Restricted cash-long term in our unaudited condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016.
Debt Obligations
Debt Obligations
(13) Debt Obligations

Our outstanding debt consists of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
Revolving credit facility
$
709,652

 
$
888,250

8.50% Senior unsecured notes, due 2021
300,000

 
300,000

3.77% Senior secured notes, due 2031 (non-recourse)
58,649

 
60,000

Other debt (2)
116

 
3,762

Total debt obligations
1,068,417

 
1,252,012

Unamortized debt issuance costs (1)
(9,338
)
 
(11,036
)
Total debt
1,059,079

 
1,240,976

Less: Current portion, including unamortized debt issuance costs
(1,234
)
 
(5,438
)
Long term debt
$
1,057,845

 
$
1,235,538

___________________________
(1) Unamortized debt issuance costs related to the revolving credit facility are included in our unaudited condensed consolidated balance sheets in Other assets, net.

(2) Other debt includes capital lease and miscellaneous long-term obligations, which are reported in Current portion of debt and Other liabilities line items on our unaudited condensed consolidated balance sheets.

Credit Facilities

Revolving Credit Facility

On March 8, 2017, we entered into the Second Amended and Restated Credit Agreement with Bank of America N.A., as Administrative Agent, Collateral Agent and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, and other lenders (the “Credit Agreement”) which increased our borrowing capacity from $750.0 million to $900.0 million and provided for an accordion feature that will permit, subject to customary conditions, the borrowing capacity under the facility to be increased to a maximum of $1.1 billion. We can elect to have loans under our Credit Agreement bear interest either at a Eurodollar-based rate, plus a margin ranging from 2.00% to 3.25% 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 (i) the Federal Funds Rate, plus 0.50%, (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, or (iii) the Eurodollar Rate plus 1.00%, plus a margin ranging from 1.00% to 2.25% 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 under the Credit Agreement, which matures on September 5, 2019.

The Credit Agreement contains certain financial covenants that are applicable as of the end of any fiscal quarter, including a consolidated total leverage ratio which requires our indebtedness not to exceed 5.00 times adjusted consolidated EBITDA (except for the fiscal quarters ended March 31, 2017, and the subsequent two quarters, at which time the covenant is increased to 5.50 times adjusted consolidated EBITDA), a consolidated secured leverage ratio which requires our secured indebtedness not to exceed 3.50 times adjusted consolidated EBITDA, and a minimum interest coverage ratio that requires our adjusted consolidated EBITDA to exceed consolidated interest charges by not less than 2.50 times. The letters of credit outstanding as of September 30, 2017 and December 31, 2016 were $33.1 million and $7.4 million, respectively.

As of September 30, 2017, our consolidated total leverage ratio was 4.68 and our interest coverage ratio was 4.41, which were both in compliance with the related requirements of our Credit Agreement. Our ability to maintain compliance with the leverage and interest coverage ratios included in the Credit Agreement may be subject to, among other things, the timing and success of initiatives we are pursuing, which may include expansion capital projects, acquisitions or drop down transactions, as well as the associated financing for such initiatives.

The carrying value of amounts outstanding under our Credit Agreement approximates the related fair value, as interest charges vary with market rates conditions.

JPE Revolver

JPE had a $275.0 million revolving loan, which included a sub-limit of up to $100.0 million for letters of credit with Bank of America, N.A. (the “JPE Revolver”). The JPE Revolver was scheduled to mature on February 12, 2019, but on March 8, 2017, in connection with the closing of the JPE acquisition, the $199.5 million outstanding balance of the JPE Revolver was paid off in full and terminated.

For the nine months ended September 30, 2017 and 2016, the weighted average interest rate on borrowings under our Credit Agreement was approximately 4.85% and 2.82%, respectively.

8.50% Senior Unsecured Notes

On December 28, 2016, we and American Midstream Finance Corporation, our wholly-owned subsidiary (the “Issuers”), completed the issuance and sale of $300 million in aggregate principal amount of senior notes due 2021 (the “8.50% Senior Notes”). The 8.50% Senior Notes are jointly and severally guaranteed by certain of our existing direct and indirect wholly owned subsidiaries that guarantee our Credit Agreement. The 8.50% Senior Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers. The 8.50% Senior Notes were issued at par and provided approximately $294.0 million in proceeds, after deducting the initial purchasers' discount of $6.0 million. This amount was deposited into escrow pending completion of the JPE Acquisition and was included in Restricted cash-long term on our consolidated balance sheet as of December 31, 2016.

The 8.50% Senior Notes will mature on December 15, 2021 with interest payable in cash semi-annually in arrears on June 15 and December 15, commencing June 15, 2017.

As of September 30, 2017, the fair value of the 8.50% Senior Notes was $310.2 million. This estimate was based on similar private placement transactions along with changes in market interest rates which represent a Level 2 measurement.

3.77% Senior Secured Notes

On September 30, 2016, Midla Financing, LLC (“Midla Financing”), American Midstream (Midla) LLC (“Midla”), and Mid Louisiana Gas Transmission LLC (“MLGT and together with Midla, the “Note Guarantors”) entered into a Note Purchase and Guaranty Agreement (the “Note Purchase Agreement”) with certain institutional investors (the “Purchasers”) whereby Midla Financing issued $60.0 million in aggregate principal amount of 3.77% Senior Notes (non-recourse) due June 30, 2031.

Midla Financing must maintain a debt service reserve account containing six months of principal and interest payments, and Midla Financing and the Note Guarantors (including any entities that become guarantors under the terms of the Note Purchase Agreement) are restricted from making distributions (a) until June 30, 2017, (b) unless the debt service coverage ratio is not less than, and is not projected for the following 12 calendar months to be less than, 1.20:1.00, and (c) unless certain other requirements are met.

Net proceeds from the 3.77% Senior Notes are restricted and are used (1) to fund project costs incurred in connection with (a) the construction of the Midla-Natchez Line (b) the retirement of Midla’s existing 1920’s vintage pipeline (c) the move of our Baton Rouge operations to the MLGT system (d) the reconfiguration of the DeSiard compression system and all related ancillary facilities, (2) to pay transaction fees and expenses in connection with the issuance of the 3.77% Senior Notes, and (3) for other general corporate purposes of Midla Financing.

As of September 30, 2017, the fair value of the 3.77% Senior Notes was $55.4 million. This estimate was based on similar private placement transactions along with changes in market interest rates which represent a Level 2 measurement.
Convertible Preferred Units (Notes)
Convertible Preferred Units
(14) Convertible Preferred Units

Our convertible preferred units consist of the following (in thousands):
 
Series A
 
Series C
 
Series D
 
Total
 
Units
$
 
Units
$
 
Units
$
 
$
December 31, 2016
10,107

$
181,386

 
8,792

$
118,229

 
2,333

$
34,475

 
$
334,090

Paid in kind unit distributions
429

6,645

 
—

2,844

 
—

—

 
9,489

September 30, 2017
10,536

$
188,031

 
8,792

$
121,073

 
2,333

$
34,475

 
$
343,579



Affiliates of our General Partner hold and participate in quarterly distributions on our convertible preferred units, with such distributions being made in cash, paid-in-kind units or a combination thereof, at the election of the Board of Directors of our General Partner. The convertible preferred unitholders have the right to receive cumulative distributions in the same priority and prior to any other distributions made in respect of any other partnership interests.

To the extent that any portion of a quarterly distribution on our convertible preferred units to be paid in cash exceeds the amount of cash available for such distribution, the amount of cash available will be paid to our convertible preferred unitholders on a pro rata basis while the difference between the distribution and the available cash will become arrearages and accrue interest until paid.

Series A-1 Convertible Preferred Units

On April 15, 2013, we, our General Partner and AIM Midstream Holdings entered into agreements with HPIP, pursuant to which HPIP acquired 90% of our General Partner and all of our subordinated units from AIM Midstream Holdings and contributed the High Point System and $15.0 million in cash to us in exchange for 5,142,857 of our Series A-1 Units.
The Series A-1 Units receive distributions prior to distributions to our common unitholders. The distributions on the Series A-1 Units are equal to the greater of $0.4125 per unit or the declared distribution to common unitholders. The Series A-1 Units may be converted into common units, subject to customary anti-dilutive adjustments, at the option of the unitholders on or any time after January 1, 2014. As of September 30, 2017, the conversion price is $15.24 and the conversion ratio is 1 to 1.1483.

Series A-2 Convertible Preferred Units

On March 30, 2015 and June 30, 2015, we entered into two Series A-2 Convertible Preferred Unit Purchase Agreements with Magnolia Infrastructure Partners ("Magnolia") an affiliate of HPIP pursuant to which we issued, in separate private placements, newly-designated Series A-2 Units (the “Series A-2 Units”) representing limited partnership interests in the Partnership. As a result, the Partnership issued a total of 2,571,430 Series A-2 Units for approximately $45.0 million in aggregate proceeds during the year ended December 31, 2015. The Series A-2 Units will participate in distributions of the Partnership along with common units in a manner identical to the existing Series A-1 Units (together with the Series A-2 Units, the "Series A Units"), with such distributions being made in cash or with paid-in-kind Series A Units at the election of the Board of Directors of our General Partner.

On July 27, 2015, we amended our Partnership Agreement to grant us the right (the “Call Right”) to require the holders of the Series A-2 Units to sell, assign and transfer all or a portion of the then outstanding Series A-2 Units to us for a purchase price of $17.50 per Series A-2 Unit (subject to appropriate adjustment for any equity distribution, subdivision or combination of equity interests in the Partnership). We may exercise the Call Right at any time, in connection with our or our affiliate’s acquisition of assets or equity from ArcLight Energy Partners Fund V, L.P., or one of its affiliates, for a purchase price in excess of $100 million. We may not exercise the Call Right with respect to any Series A-2 Units that a holder has elected to convert into common units on or prior to the date we have provided notice of our intent to exercise the Call Right, and we may also not exercise the Call Right if doing so would result in a default under any of our or our affiliates’ financing agreements or obligations. As of September 30, 2017, the conversion price is $15.24 and the conversion ratio is 1 to 1.1483.

As conversion is at the option of the holder and redemption is contingent upon a future event which is outside the control of the Partnership, the Series A-1 and A-2 Units have been classified as mezzanine equity in the condensed consolidated balance sheets.

Series C Convertible Preferred Units

On April 25, 2016, we issued 8,571,429 Series C Units to an ArcLight affiliate in connection with the purchase of membership interests in certain midstream entities.

The Series C Units have voting rights that are identical to the voting rights of the common units and will vote with the common units as a single class on an as converted basis, with each Series C Unit initially entitled to one vote for each common unit into which such Series C Unit is convertible. The Series C Units also have separate class voting rights on any matter, including a merger, consolidation or business combination, that adversely affects, amends or modifies any of the rights, preferences, privileges or terms of the Series C Units. The Series C Units are convertible in whole or in part into common units at any time. The number of common units into which a Series C Unit is convertible will be an amount equal to the sum of $14.00 plus all accrued and accumulated but unpaid distributions, divided by the conversion price. The sale of the Series C Units was exempt from registration under Securities Act pursuant to Rule 4(a)(2) under the Securities Act.

In the event that we issue, sell or grant any common units or convertible securities at an indicative per common unit price that is less than $14.00 per common unit (subject to customary anti-dilution adjustments), then the conversion price will be adjusted according to a formula to provide for an increase in the number of common units into which Series C Units are convertible. As of September 30, 2017, the conversion price is $13.40 and the conversion ratio is 1 to 1.0448.

In connection with the issuance of the Series C Units, we issued the holders a warrant to purchase up to 800,000 common units at an exercise price of $7.25 per common unit (the "Series C Warrant"). The Series C Warrant is subject to standard anti-dilution adjustments and is exercisable for a period of seven years.

The fair value of the Series C Warrant was determined using a market approach that utilized significant inputs which are not observable in the market and thus represent a Level 3 measurement as defined by ASC 820. The estimated fair value of $4.41 per warrant unit was determined using a Black-Scholes model and the following significant assumptions: i) a dividend yield of 18%, ii) common unit volatility of 42% and iii) the seven-year term of the warrant to arrive at an aggregate fair value of $4.5 million.

As conversion is at the option of the holder and redemption is contingent upon a future event which is outside the control of the Partnership, the Series C Units have been classified as mezzanine equity in the condensed consolidated balance sheets.

Series D Convertible Preferred Units

On October 31, 2016, we issued 2,333,333 shares of our newly-designated Series D Units to an ArcLight affiliate at a price of $15.00 per unit, less a 1.5% closing fee, in connection with the Delta House transaction during the third quarter 2016. The related agreement provides that if any of the Series D Units remain outstanding on June 30, 2017 (the “ Series D Determination Date”), we will issue the holder of the Series D Units a warrant (the “Series D Warrant”) to purchase 700,000 common units representing limited partnership interests with an exercise price of $22.00 per common unit. The fair value of the conditional Series D Warrant at the time of issuance was immaterial. On July 14, 2017, the Partnership entered into an amendment to the related agreement and Amendment No. 5 to the Partnership Agreement, pursuant to which the Series D Warrant Determination Date was extended to August 31, 2017.

The Series D Units are entitled to quarterly distributions payable in arrears equal to the greater of $0.4125 and the cash distribution that the Series D Units would have received if they had been converted to common units immediately prior to the beginning of the quarter. The Series D Units also have separate class voting rights on any matter, including a merger, consolidation or business combination, that adversely affects, amends or modifies any of the rights, preferences, privileges or terms of the Series D Units. The Series D Units are convertible in whole or in part into common units at the election of the holder of the Series D Unit at any time after October 2, 2017. As of the date of issuance, the conversion rate for each Series D Unit was one-to-one (the “Conversion Rate”). As of September 30, 2017, the conversion price is $14.83 and the conversion ratio is 1 to 1.0035.

As conversion is at the option of the holder and redemption is contingent upon a future event which is outside the control of the Partnership, the Series D Units have been classified as mezzanine equity in the condensed consolidated balance sheets.

On October 2, 2017, AMID exercised its call right to repurchase all of the 2,333,333 outstanding Series D Units. As a result, no Series D Units are outstanding currently. See Note 22 - Subsequent Events.

Third Amendment to Partnership Agreement

On March 8, 2017, the Partnership executed Amendment No. 3 to our Fifth Amended and Restated Partnership Agreement (as amended, the “Partnership Agreement”), which amends the distribution payment terms of the Partnership’s outstanding Series A Preferred Units to provide for the payment of a number of Series A payment-in-kind (“PIK”) preferred units for the quarter (the “Series A Preferred Quarterly Distribution”) in which the JPE Acquisition is consummated (which is the quarter ended March 31, 2017) and each quarter thereafter equal to the quotient of (i) the greater of (a) $0.4125 and (b) the "Series A Distribution Amount," as such term is defined in the Partnership Agreement, divided by (ii) the Series A Adjusted Issue Price, as such term is defined in the Partnership Agreement. However, in our General Partner’s discretion, which determination shall be made prior to the record date for the relevant quarter, the Series A Preferred Quarterly Distribution may be paid as a combination (x) an amount in cash up to the greater of (1) $0.4125 and (2) the Series A Distribution Amount, and (y) a number of Series A Preferred Units equal to the quotient of (a) the remainder of (i) the greater of (I) $0.4125 and (II) the Series A Distribution Amount less (ii) the amount of cash paid pursuant to clause (x), divided by (b) the Series A Adjusted Issue Price. This calculation results in a reduced Series A Preferred Quarterly Distribution, which was previously calculated under the Partnership Agreement using $0.50 in place of $0.4125 in the preceding calculations.
Partners Capital
Partners’ Capital and Convertible Preferred Units
(15) Partners’ Capital

Our capital accounts are comprised of approximately 1.3% notional General Partner interests and 98.7% limited partner interests as of September 30, 2017. Our limited partners have limited rights of ownership as provided for under our Partnership Agreement and the right to participate in our distributions. Our General Partner manages our operations and participates in our distributions, including certain incentive distributions pursuant to the incentive distribution rights that are non-voting limited partner interests held by our General Partner. Pursuant to our Partnership Agreement, our General Partner participates in losses and distributions based on its interest. The General Partner’s participation in the allocation of losses and distributions is not limited and therefore, such participation can result in a deficit to its capital account. As such, allocation of losses and distributions, including distributions for previous transactions between entities under common control, has resulted in a deficit to the General Partner’s capital account included in our condensed consolidated balance sheets.

Outstanding Units

The following table presents unit activity (in thousands):
 
 
General
Partner Interest
 
Limited Partner Interest
Balances at December 31, 2016
 
680

 
51,351

LTIP vesting
 
—

 
460

Issuance of GP units
 
273

 
—

Issuance of common units(1)
 
—

 
929

Balances at September 30, 2017
 
953

 
52,740

____________________________________
(1) Including common units issued in connection with the Panther acquisition. See Note 3 - Acquisitions.

General Partner Units

In order to maintain the ownership percentage, we received proceeds of $3.9 million from our General Partner as consideration for the issuance of 272,811 additional notional General Partner units for the nine months ended September 30, 2017. For the nine months ended September 30, 2016, we received proceeds of $1.9 million for the issuance of 135,813 additional notional General Partner units.

Distributions

We made the following distributions (in thousands):

 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2017
 
2016
 
2017
 
2016
Series A Units
 
 
 
 
 
 
 
 
Cash Paid
 
$
2,145

 
$
2,449

 
$
6,790

 
$
2,449

Accrued
 
4,105

 
4,806

 
4,105

 
4,806

Paid-in-kind units
 
1,924

 
2,152

 
6,838

 
6,623

 
 
 
 
 
 
 
 
 
Series C Units
 
 
 
 
 
 
 
 
Cash Paid
 
3,627

 
1,302

 
10,880

 
1,302

Accrued
 
4,150

 
3,611

 
4,150

 
3,611

Paid-in-kind units
 
—

 
948

 
—

 
948

 
 
 
 
 
 
 
 
 
Series D Units
 
 
 
 
 
 
 
 
Cash Paid
 
963

 
—

 
2,888

 
—

Accrued
 
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
Limited Partner Units
 
 
 
 
 
 
 
 
Cash Paid
 
21,345

 
24,874

 
67,648

 
76,656

 
 
 
 
 
 
 
 
 
General Partner Units
 
 
 
 
 
 
 
 
Cash Paid
 
277

 
174

 
645

 
2,375

 
 
 
 
 
 
 
 
 
Summary
 
 
 
 
 
 
 
 
Cash Paid
 
28,357

 
28,799

 
88,851

 
82,782

Accrued
 
8,255

 
8,417

 
8,255

 
8,417

Paid-in-kind units
 
1,924

 
3,100

 
6,838

 
7,571



The fair value of the paid-in-kind distributions was determined using the market and income approaches, requiring significant inputs which are not observable in the market and thus represent a Level 3 measurement as defined by ASC 820. Under the income approach, the fair value estimates for all periods presented were based on i) present value of estimated future contracted distributions, ii) option values ranging from $0.88 per unit to $3.39 per unit using a Black-Scholes model, iii) assumed discount rates ranging from 5.8% to 10.0% and iv) assumed growth rates of 1.0%.
Net Loss per Limited Partner Unit
Net Loss per Limited Partner Unit
(16) Net Income (loss) per Limited Partner Unit

Net income (loss) is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages, after giving effect to distributions on our convertible preferred units and General Partner units, including incentive distribution rights. Unvested unit-based compensation 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 limited partners' net income (loss) per common unit. Basic and diluted limited partners' net income (loss) per common unit is calculated by dividing limited partners' interest in net loss by the weighted average number of outstanding limited partner units during the period.


As discussed in Note 1, the JPE Acquisition was a combination between entities under common control. As a result, prior periods were retrospectively adjusted to furnish comparative information. Accordingly, the prior period earnings combining both entities were allocated among our General Partners and common unitholders assuming JPE units were converted into our common units in the comparative historical periods.

The calculation of basic and diluted limited partners' net income (loss) per common unit is summarized below (in thousands, except per unit amounts):

 
Three months ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
Net income (loss) from continuing operations
$
11,806

 
$
(5,488
)
 
$
(42,266
)
 
$
(35,414
)
Less: Net income attributable to noncontrolling interests
621

 
1,241

 
3,386

 
2,192

Net income (loss) from continuing operations attributable to the Partnership
11,185

 
(6,729
)
 
(45,652
)
 
(37,606
)
Less:
 
 
 
 
 
 
 
Distributions on Series A Units
4,105

 
4,806

 
12,472

 
13,879

Distributions on Series C Units
4,150

 
3,611

 
11,403

 
5,860

Distributions on Series D Units
—

 
—

 
1,925

 
—

General partner's distribution
287

 
174

 
763

 
2,375

General partner's share in undistributed loss
(210
)
 
(375
)
 
(1,729
)
 
(1,334
)
Net income (loss) from continuing operations attributable to Limited Partners
2,853

 
(14,945
)
 
(70,486
)
 
(58,386
)
Net income (loss) from discontinued operations attributable to Limited Partners
44,696

 
(2,310
)
 
42,185

 
7,532

Net income (loss) attributable to Limited Partners
$
47,549

 
$
(17,255
)
 
$
(28,301
)
 
$
(50,854
)
 
 
 
 
 
 
 
 
Weighted average number of common units used in computation of Limited Partners' net loss per common unit - basic and diluted
52,021

 
51,310

 
52,021

 
51,310

 
 
 
 
 
 
 
 
Limited Partners' net income (loss) from continuing operations per unit
$
0.05

 
$
(0.29
)
 
$
(1.35
)
 
$
(1.14
)
Limited Partners' net income (loss) from discontinued operations per unit
0.86

 
(0.05
)
 
0.81

 
0.15

Limited Partners' net income (loss) per common unit (1)
$
0.91

 
$
(0.34
)
 
$
(0.54
)
 
$
(0.99
)
_____________________________________
(1) Potential common unit equivalents are antidilutive for all periods presented and, as a result, have been excluded from the determination of diluted limited partners' net loss per common unit.
Long-Term Incentive Plan
Long-Term Incentive Plan
(17) Long-Term Incentive Plan

Our General Partner manages our operations and activities and employs the personnel who provide support to our operations. On November 19, 2015, the Board of Directors of our General Partner approved the Third Amended and Restated Long-Term Incentive Plan to, among other things, increase the number of common units authorized for issuance by 6,000,000 common units. On February 11, 2016, the unitholders approved the Third Amended and Restated Long-Term Incentive Plan (as amended and as currently in effect as of the date hereof, the “LTIP”). On March 9, 2017, an additional 312,716 common units were registered to be issued pursuant to the American Midstream Partners, LP Amended and Restated 2014 Long-Term Incentive Plan, which were assumed by the Partnership, in relation to the converted JPE phantom units as part of the merger with JP Energy LP.

All such equity-based awards issued under the LTIP consist of phantom units, distribution equivalent rights (“DERs”) or option grants. DERs and options have been granted on a limited basis. Future awards may be granted at the discretion of the Compensation Committee and subject to approval by the Board of Directors of our General Partner.

Phantom Unit Awards.

Ownership in the phantom unit awards is subject to forfeiture until the vesting date. The LTIP is administered by the Compensation Committee of the Board of Directors of our General Partner, which at its discretion, may elect to settle such vested phantom units with a number of common units equivalent to the fair market value at the date of vesting in lieu of cash. Although our General Partner has the option to settle in cash upon the vesting of phantom units, our General Partner has not historically settled these awards in cash. Under the LTIP, phantom units typically vest over 3-4 years and do not contain any vesting requirements other than continued employment.

In December 2015, the Board of Directors of our General Partner approved a grant of 200,000 phantom units under the LTIP which contain DERs based on the extent to which our Series A Unitholders receive distributions in cash. These units will vest on the three year anniversary of the date of grant, subject to acceleration in certain circumstances.

The following table summarizes activity in our phantom unit-based awards for the nine months ended September 30, 2017:

 
 
Units
 
Weighted-Average Grant Date Fair Value Per Unit
Outstanding units at December 31, 2016
 
1,558,835

 
$
6.98

Granted
 
2,000

 
11.20

Forfeited
 
(18,919
)
 
13.49

Vested
 
(570,038
)
 
11.13

Outstanding units at September 30, 2017
 
971,878

 
$
4.43



The fair value of our phantom units, which are subject to equity classification, is based on the fair value of our common units at the grant date. Compensation expenses related to these awards were $0.8 million and $1.8 million for the three months ended September 30, 2017 and 2016, respectively, and were $6.1 million and $4.3 million for the nine months ended September 30, 2017 and 2016, respectively, and are included in Corporate expenses and Direct operating expenses in our unaudited condensed consolidated statements of operations and Equity compensation expense in our unaudited condensed consolidated statements of changes in partners’ capital and noncontrolling interests.

The total fair value of units at the time of vesting was $9.4 million and $1.8 million for the nine months ended September 30, 2017 and 2016, respectively.
Commitments and Contingencies
Commitments and Contingencies
(18) Commitments and Contingencies

Legal proceedings

We are not currently party to any pending litigation or governmental proceedings, other than ordinary routine litigation incidental to our business. While the ultimate impact of any proceedings cannot be predicted with certainty, our management believes that the resolution of any of our pending proceedings will not have a material adverse effect on our financial condition, results of operations or cash flows.

Environmental matters

We are subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent to our 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.

Regulatory matters

On October 8, 2014, Midla reached an agreement in principle with its customers regarding the interstate pipeline that traverses Louisiana and Mississippi in order to provide continued service to its customers while addressing safety concerns with the existing pipeline. On April 16, 2015, FERC approved the stipulation and agreement (the “Midla Agreement”) relating to the October 8, 2014 regulatory matter allowing Midla to retire the existing 1920’s pipeline and replace it with the Midla-Natchez Line to serve existing residential, commercial, and industrial customers. Under the Midla Agreement, customers not served by the new Midla-Natchez Line will be connected to other interstate or intrastate pipelines, other gas distribution systems, or offered conversion to propane service. On June 29, 2015, we filed with FERC for authorization to construct the Midla-Natchez pipeline, which was approved on December 17, 2015. Construction commenced in the second quarter of 2016, and services commenced on March 31, 2017. Under the Midla Agreement, Midla executed long-term agreements seeking to recover its investment in the Midla-Natchez Line.

Acquisition related costs

As part of the JPE Acquisition, management of JPE communicated to its employees a severance plan. The plan includes termination benefits in the form of severance and accelerated vesting of phantom units for employees who render service through their respective termination date. The remaining liability associated with these termination benefits was immaterial as of September 30, 2017.
Related Party Transactions
Related Party Transactions
(19) Related Party Transactions

To the extent applicable, our discussion below includes the nature of our relationship and activities that we had with our Related Parties, as defined and required by ASC 850 - Related Party Disclosures, in the three and nine months ended September 30, 2017 and comparative periods. Balances associated with our investments in unconsolidated affiliates are disclosed in Note 10 - Investments in unconsolidated affiliates.

Blackwater Midstream Holdings, LLC

In December 2013, we acquired Blackwater Midstream Holdings, LLC (“Blackwater”) from an affiliate of ArcLight. The acquisition agreement included a provision whereby an ArcLight affiliate would be entitled to an additional $5.0 million of merger consideration based on Blackwater meeting certain operating targets. During the third quarter of 2016, we determined that it was probable the operating targets would be met in 2017 and recorded a $5.0 million accrued distribution to the ArcLight affiliate which is included in Accrued expense and other current liabilities in the accompanying unaudited condensed consolidated balance sheets.

General Partner

Employees of our General Partner are assigned to work for us or other affiliates of our General Partner. Where directly attributable, all compensation and related expenses for these employees are charged directly by our General Partner to our wholly-owned subsidiary, American Midstream, LLC, which, in turn, charges the appropriate subsidiary or affiliate. Our General Partner does not record any profit or margin on the expenses charged to us.

In connection with the JPE Acquisition closing during the first quarter of 2017, our General Partner agreed to provide quarterly financial support up to a maximum of $25.0 million. The financial support will continue for eight (8) consecutive quarters following the closing of the acquisition, or earlier, until $25.0 million in support has been provided. As of September 30, 2017, we have utilized the full $25.0 million of the financial support mentioned above.

Separate from the financial support described above, our General Partner also agreed to absorb $9.6 million corporate overhead expenses, which were incurred by us in the first quarter of 2017, and subsequently paid the amount in the second quarter of 2017. These two cash amounts, and the $3.9 million received related to the General Partner’s ownership percentage, totaled $38.3 million which was presented as part of the contribution line item on our unaudited condensed consolidated statements of cash flows. As of September 30, 2017 and December 31, 3016, we had $4.7 million and $3.9 million of account payables, respectively, due to our General Partner, which has been recorded in Accrued expenses and other current liabilities and relates primarily to compensation. This payable is generally settled on a quarterly basis related to the foregoing transactions.

Republic Midstream, LLC

Republic Midstream, LLC (“Republic”), is an entity owned by ArcLight in which we charge a monthly fee of approximately $0.1 million. The monthly fee reduced the Corporate expenses in the condensed consolidated statements of operations by $0.4 million and $1.0 million for three and nine months ended September 30, 2017, respectively, and $0.2 million and $0.6 million for the three and nine months ended September 30, 2016, respectively. As of September 30, 2017, we had a receivable balance due from Republic of $1.5 million, which is included in the account Receivables from related parties, which is part of Other current assets in the condensed consolidated balance sheets.

Transactions with our unconsolidated affiliates

Destin and Okeanos

On November 1, 2016, we became operator of the Destin and Okeanos pipelines and entered into operating and administrative management agreements under which the affiliates pay a monthly fee for general and administrative services provided by us. In addition, the affiliates reimburse us for certain transition related expenses. For the nine months ended September 30, 2017, we recognized $1.9 million of management fee income. As of September 30, 2017 and December 31, 2016, we had an outstanding accounts receivable balance of $1.0 million and $2.2 million, respectively, which is recorded in Receivables from related parties and is part of Other current assets in the unaudited condensed consolidated balance sheets.

AmPan

AmPan was a 60%-owned subsidiary of ours which was consolidated for financial reporting purposes. Panther was the 40% non-controlling interest owner of AmPan. Pursuant to a related party agreement which began in the second quarter of 2016, POGS provided management services to AmPan in exchange for related fees, which in 2016 totaled $0.8 million of Direct operating expenses and $0.4 million of Corporate expenses in the unaudited condensed consolidated statements of operations. During January 1, 2017 to August 7, 2017, such management services totaled approximately $1.5 million of Direct operating expenses and $0.3 million of Corporate expenses in the unaudited condensed consolidated statements of operations. Effective August 8, 2017, AmPan and POGS became our wholly-owned subsidiaries. See Note 3 - Acquisitions.

JP Energy Development

JP Energy Development (“JP Development”), an affiliate owned by Arclight, had a pipeline transportation business that provided crude oil pipeline transportation services to JPE’s discontinued Mid-Continent Business. As a result of utilizing JP Development’s pipeline transportation services, JPE incurred pipeline tariff fees of $0.4 million for the six months ended June 30, 2016, which have been included in net loss from discontinued operations in the condensed consolidated statements of operations. As of December 31, 2015, we had a net receivable from JP Development of $7.9 million, primarily as the result of the prepayments made in 2014 for the crude oil pipeline transportation services to be provided by JP Development. We recovered these amounts in full on February 1, 2016.

On February 1, 2016, JPE sold certain trucking and marketing assets in the Mid-Continent area to JP Development in connection with JP Development’s sale of its GSPP pipeline assets to a third party. During the year ended December 31, 2016, JPE’s general partner agreed to absorb corporate overhead expenses incurred by us and not pass such expense through to us. We record non-cash contributions for these expenses in the quarters subsequent to when they were incurred, which was $0.0 million and $4.0 million for the three and nine months ended September 30, 2017, respectively, and $3.5 million and $7.5 million for the three and nine months ended September 30, 2016, respectively. JPE’s general partner agreed to absorb $0.0 million and $5.0 million of such corporate overhead expenses in the three and nine months ended September 30, 2016, respectively.

Purchases and sales of natural gas and crude oil with a related party

We enter into separate purchases and sales of natural gas and crude oil with a company whose chief financial officer is the brother of one of our executive officers. During the three months ended September 30, 2017 and 2016, we recognized revenue of $3.7 million and $1.1 million, respectively, and had purchases not related to receivables totaling $1.1 million, and $1.2 million, respectively. During the nine months ended September 30, 2017 and 2016, we recognized revenue of $6.2 million and $2.7 million, respectively, and had purchases not related to receivables totaling $3.7 million and $3.0 million, respectively.

Capstone Ventures, LLC

Capstone Ventures, LLC (“Capstone”) is a marketing company where one of the Partnership’s employees is a partial, non-participating owner. During the three months ended September 30, 2017 and 2016, we recognized revenue of $0.2 million in both periods. During the nine months ended September 30, 2017 and 2016, we recognized revenue of $0.7 million and $0.5 million, respectively.

McCown Enterprises, LLC

McCown Enterprises, LLC (“HCLM”) is a marketing company where one of the Partnership’s employee has 50% ownership. During the nine months ended September 30, 2017 and 2016, we recognized revenue from HCLM of $0.3 million and $0.2 million, respectively.
Supplemental Cash Flow Information (Notes)
Supplemental Cash Flow Information
(20) Supplemental Cash Flow Information

Supplemental cash flows and non-cash transactions consist of the following (in thousands):
 
Nine months ended September 30,
 
2017
 
2016
Supplemental non-cash information
 
 
 
Investing
 
 
 
Increase (decrease) in accrued property, plant and equipment purchases
$
(15,112
)
 
$
4,597

Financing
 
 
 
Issuance of common units for the Panther acquisition
12,532

 
—

Contributions from an affiliate holding limited partner interests
4,000

 
7,500

Issuance of Series C Units and Warrant in connection with the Emerald Transactions
—

 
120,000

Accrued distributions on convertible preferred units
8,255

 
8,417

Paid-in-kind distributions on convertible preferred units
6,838

 
7,571

Cancellation of escrow units
—

 
6,817

Accrued distribution from unconsolidated affiliates
—

 
5,000

Reportable Segments
Reportable Segments
(21) Reportable Segments

Since the first quarter of 2017, as a result of the acquisition of JPE described in Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies, we realigned the composition of our reportable segments. We restated the items of segment information as reported for the three and nine months ended September 30, 2016 to reflect this new segment adjustment.

On September 1, 2017, we sold the Propane Business, as described in Note 4 - Discontinued Operations. Prior to the sale, during July 2017, we moved the trucking business from the Propane Marketing Services segment to the Liquid Pipelines and Services segment. The prior periods were adjusted to reflect that change. With the disposition of the Propane Business, we eliminated the Propane Marketing Services segment. We have classified the results of our Propane Marketing Services segment, including the gain on sale, as discontinued operations in our condensed consolidated statements of operations for all periods presented.

Our operations are located in the United States and are organized into five reportable segments: 1) Gas Gathering and Processing Services, 2) Liquid Pipelines and Services, 3) Natural Gas Transportation Services, 4) Offshore Pipelines and Services and 5) Terminalling Services.

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

•
Liquid Pipelines and Services. Our Liquid Pipelines and Services segment provides transportation, purchase and sales of crude oil from various receipt points including lease automatic customer transfer (“LACT”) facilities and deliveries to various markets.

•
Natural Gas Transportation Services. Our Natural Gas Transportation Services segment transports and delivers natural gas from producing wells, receipt points, or pipeline interconnects for shippers and other customers, which include local distribution companies (“LDCs”), utilities and industrial, commercial and power generation customers.

•
Offshore Pipelines and Services. Our Offshore Pipelines and Services segment gathers and transports natural gas and crude oil from various receipt points to other pipeline interconnects, onshore facilities and other delivery points.

•
Terminalling Services. Our Terminalling Services segment provides above-ground leasable storage operations at our marine terminals that support various commercial customers, including commodity brokers, refiners and chemical manufacturers to store a range of products and also includes crude oil storage in Cushing, Oklahoma and refined products terminals in Texas and Arkansas.

These segments are monitored separately by our chief operating decision maker (“CODM”) for performance and are consistent with our internal financial reporting. The CODM periodically reviews segment gross margin information for each segment to make business decisions. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations.

We define total segment gross margin as the sum of the segment gross margins for our Gas Gathering and Processing Services,
Liquid Pipelines and Services, Natural Gas Transportation Services, Offshore Pipelines and Services and Terminalling Services.

We define segment gross margin in our Gas Gathering and Processing Services segment as total revenue plus unconsolidated affiliate earnings less unrealized gains or plus unrealized losses on commodity derivatives, construction and operating management agreement income and the cost of natural gas, crude oil and NGLs and condensate purchased.

We define segment gross margin in our Liquid Pipelines and Services segment as total revenue plus unconsolidated affiliate earnings less unrealized gains or plus unrealized losses on commodity derivatives and the cost of crude oil purchased in connection with fixed-margin arrangements. Substantially all of our gross margin in this segment is fee-based or fixed-margin, with little to no direct commodity price risk.

We define segment gross margin in our Natural Gas Transportation Services segment as total revenue plus unconsolidated affiliate earnings less the cost of natural gas purchased in connection with fixed-margin arrangements. Substantially all of our gross margin in this segment is fee-based or fixed-margin, with little to no direct commodity price risk.

We define segment gross margin in our Offshore Pipelines and Services segment as total revenue plus unconsolidated affiliate earnings less the cost of natural gas purchased in connection with fixed-margin arrangements. Substantially all of our gross margin in this segment is fee-based or fixed-margin, with little to no direct commodity price risk.

We define segment gross margin in our Terminalling Services segment as total revenue less direct operating expense which includes direct labor, general materials and supplies and direct overhead.

A reconciliation from Total segment gross margin to Net income (loss) attributable to the Partnership for the periods presented is below (in thousands):

Three months ended September 30,
 
Nine months ended September 30,

2017
 
2016
 
2017
 
2016
Reconciliation of Segment Gross Margin to Net income (loss) attributable to the Partnership:
 
 
 
 
 
 
 
Gas Gathering and Processing Services segment gross margin
$
12,761

 
$
12,627

 
$
36,663

 
$
37,586

Liquid Pipelines and Services segment gross margin
7,808

 
7,600

 
21,209

 
23,829

Natural Gas Transportation Services segment gross margin
5,356

 
3,709

 
17,106

 
13,115

Offshore Pipelines and Services segment gross margin
29,312

 
24,126

 
80,738

 
57,947

Terminalling Services segment gross margin (1)
8,509

 
10,731

 
30,429

 
31,760

Total segment gross margin (non-GAAP)
63,746

 
58,793

 
186,145

 
164,237

Less:
 
 
 
 
 
 
 
Direct operating expenses (1)
17,274

 
14,695

 
47,316

 
45,999

Plus:
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
(597
)
 
324

 
(33
)
 
(1,929
)
Less:
 
 
 
 
 
 
 
Corporate expenses
27,083

 
22,103

 
84,570

 
60,945

Depreciation, amortization and accretion expense
26,781

 
22,668

 
78,834

 
65,937

(Gain) loss on sale of assets, net
(4,061
)
 
36

 
(4,064
)
 
297

Interest expense
17,759

 
5,830

 
51,037

 
24,723

Other (income) expense
(34,085
)
 
1

 
(32,248
)
 
(245
)
Other (income) expense, net
(139
)
 
(1,129
)
 
322

 
(1,773
)
Income tax expense
731

 
401

 
2,611

 
1,839

(Income) loss from discontinued operations, net of tax
(44,696
)
 
2,310

 
(42,185
)
 
(7,532
)
Net income attributable to noncontrolling interests
621

 
1,241

 
3,386

 
2,192

Net income (loss)
$
55,881

 
$
(9,039
)
 
$
(3,467
)
 
$
(30,074
)
_____________________________________
(1)
Direct operating expenses include Gas Gathering and Processing Services segment direct operating expenses of $8.7 million and $7.9 million, Liquid Pipelines and Services segment direct operating expenses of $2.4 million and $2.6 million, Natural Gas Transportation Services segment direct operating expenses of $2.2 million and $1.3 million and Offshore Pipelines and Services segment direct operating expenses of $3.9 million and $2.9 million for the three months ended September 30, 2017 and 2016, respectively. Direct operating expenses related to our Terminalling Services segment of $3.4 million and $2.9 million for the three months ended September 30, 2017 and 2016, respectively, are included within the calculation of Terminalling Services segment gross margin.
Other direct operating expenses include Gas Gathering and Processing Services segment direct operating expenses of $24.8 million and $25.3 million, Liquid Pipelines and Services segment direct operating expenses of $7.1 million and $8.2 million, Natural Gas Transportation Services segment direct operating expenses of $5.4 million and $4.5 million, and Offshore Pipelines and Services segment direct operating expenses of $10.0 million and $8.0 million for the nine months ended September 30, 2017 and 2016, respectively. Direct operating expenses related to our Terminalling Services segment of $9.5 million and $7.9 million for the nine months ended September 30, 2017 and 2016, respectively, are included within the calculation of Terminalling Services segment gross margin.


The following tables set forth our segment information for the three and nine months ended September 30, 2017 and 2016 (in thousands):
 
Three months ended September 30, 2017
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
Total
Revenue
$
37,287

 
$
87,022

 
$
11,131

 
$
14,360

 
$
13,087

 
$
162,887

Gain (loss) on commodity derivatives, net
(65
)
 
(532
)
 
—

 
—

 
—

 
(597
)
Total revenue
37,222

 
86,490

 
11,131

 
14,360

 
13,087

 
162,290

Earnings in unconsolidated affiliates
—

 
1,317

 
—

 
15,510

 
—

 
16,827

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
24,492

 
80,510

 
5,692

 
558

 
1,146

 
112,398

Direct operating expenses
8,655

 
2,438

 
2,240

 
3,940

 
3,432

 
20,705

Corporate expenses
 
 
 
 
 
 
 
 
 
 
27,083

Depreciation, amortization and accretion expense
 
 
 
 
 
 
 
 
 
 
26,781

Gain on sale of assets, net
 
 
 
 
 
 
 
 
 
 
(4,061
)
Total operating expenses
 
 
 
 
 
 
 
 
 
 
182,906

Interest expense
 
 
 
 
 
 
 
 
 
 
17,759

Other income
 
 
 
 
 
 
 
 
 
 
(34,085
)
Income from continuing operations before income taxes
 
 
 
 
 
 
 
 
 
 
12,537

Income tax expense
 
 
 
 
 
 
 
 
 
 
731

Income from continuing operations
 
 
 
 
 
 
 
 
 
 
11,806

Income from discontinued operations, including gain on disposition (Note 4)
 
 
 
 
 
 
 
 
 
 
44,696

Net income
 
 
 
 
 
 
 
 
 
 
56,502

Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
 
 
 
 
621

Net income attributable to the Partnership
 
 
 
 
 
 
 
 
 
 
$
55,881

 
 
 
 
 
 
 
 
 
 
 
 
Segment gross margin
$
12,761

 
$
7,808

 
$
5,356

 
$
29,312

 
$
8,509

 


 
Three months ended September 30, 2016
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
 
Total
Revenue
$
31,650

 
$
87,898

 
$
10,709

 
$
14,879

 
$
14,443

 
 
$
159,579

Gain (loss) on commodity derivatives, net
149

 
177

 
—

 
(2
)
 
—

—

 
324

Total revenue
31,799

 
88,075

 
10,709

 
14,877

 
14,443

 
 
159,903

Earnings in unconsolidated affiliates
(1
)
 
650

 
—

 
9,819

 
—

 
 
10,468

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
18,477

 
80,372

 
6,994

 
570

 
836

 
 
107,249

Direct operating expenses
7,856

 
2,617

 
1,324

 
2,898

 
2,876

 
 
17,571

Corporate expenses
 
 
 
 
 
 
 
 
 
 
 
22,103

Depreciation, amortization and accretion expense
 
 
 
 
 
 
 
 
 
 
 
22,668

Loss on sale of assets, net
 
 
 
 
 
 
 
 
 
 
 
36

Total operating expenses
 
 
 
 
 
 
 
 
 
 
 
169,627

Interest expense
 
 
 
 
 
 
 
 
 
 
 
5,830

Other expense
 
 
 
 
 
 
 
 
 
 
 
1

Loss from continuing operations before income taxes
 
 
 
 
 
 
 
 
 
 
 
(5,087
)
Income tax expense
 
 
 
 
 
 
 
 
 
 
 
401

Loss from continuing operations
 
 
 
 
 
 
 
 
 
 
 
(5,488
)
Loss from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
(2,310
)
Net loss
 
 
 
 
 
 
 
 
 
 
 
(7,798
)
Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
 
 
 
 
 
1,241

Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
 
 
 
$
(9,039
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment gross margin
$
12,627

 
$
7,600

 
$
3,709

 
$
24,126

 
$
10,731

 
 




 
Nine months ended September 30, 2017
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
Total
Revenue
$
111,001

 
$
253,590

 
$
34,966

 
$
41,330

 
$
47,544

 
$
488,431

Gain (loss) on commodity derivatives, net
(170
)
 
137

 
—

 
—

 
—

 
(33
)
Total revenue
110,831

 
253,727

 
34,966

 
41,330

 
47,544

 
488,398

Earnings in unconsolidated affiliates
—

 
3,886

 
—

 
45,895

 
—

 
49,781

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
74,261

 
236,896

 
17,630

 
6,487

 
7,612

 
342,886

Direct operating expenses
24,766

 
7,137

 
5,403

 
10,010

 
9,503

 
56,819

Corporate expenses
 
 
 
 
 
 
 
 
 
 
84,570

Depreciation, amortization and accretion expense
 
 
 
 
 
 
 
 
 
 
78,834

Gain on sale of assets, net
 
 
 
 
 
 
 
 
 
 
(4,064
)
Total operating expenses
 
 
 
 
 
 
 
 
 
 
559,045

Interest expense
 
 
 
 
 
 
 
 
 
 
51,037

Other income
 
 
 
 
 
 
 
 
 
 
(32,248
)
Loss from continuing operations before income taxes
 
 
 
 
 
 
 
 
 
 
(39,655
)
Income tax expense
 
 
 
 
 
 
 
 
 
 
2,611

Loss from continuing operations
 
 
 
 
 
 
 
 
 
 
(42,266
)
Income from discontinued operations, including gain on disposition (Note 4)
 
 
 
 
 
 
 
 
 
 
42,185

Net loss
 
 
 
 
 
 
 
 
 
 
(81
)
Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
 
 
 
 
3,386

Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
 
 
$
(3,467
)
 
 
 
 
 
 
 
 
 
 
 
 
Segment gross margin
$
36,663

 
$
21,209

 
$
17,106

 
$
80,738

 
$
30,429

 

 
Nine months ended September 30, 2016
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
Total
Revenue
$
85,655

 
$
221,866

 
$
28,383

 
$
32,526

 
$
46,652

 
$
415,082

Gain (loss) on commodity derivatives, net
(716
)
 
(772
)
 
—

 
(5
)
 
(436
)
 
(1,929
)
Total revenue
84,939

 
221,094

 
28,383

 
32,521

 
46,216

 
413,153

Earnings in unconsolidated affiliates
—

 
1,658

 
—

 
27,855

 
—

 
29,513

 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
47,344

 
199,111

 
15,245

 
2,429

 
6,583

 
270,712

Direct operating expenses
25,344

 
8,186

 
4,515

 
7,954

 
7,873

 
53,872

Corporate expenses
 
 
 
 
 
 
 
 
 
 
60,945

Depreciation, amortization and accretion expense
 
 
 
 
 
 
 
 
 
 
65,937

Loss on sale of assets, net
 
 
 
 
 
 
 
 
 
 
297

Total operating expenses
 
 
 
 
 
 
 
 
 
 
451,763

Interest expense
 
 
 
 
 
 
 
 
 
 
24,723

Other income
 
 
 
 
 
 
 
 
 
 
(245
)
Loss from continuing operations before income taxes
 
 
 
 
 
 
 
 
 
 
(33,575
)
Income tax expense
 
 
 
 
 
 
 
 
 
 
1,839

Loss from continuing operations
 
 
 
 
 
 
 
 
 
 
(35,414
)
Income from discontinued operations
 
 
 
 
 
 
 
 
 
 
7,532

Net loss
 
 
 
 
 
 
 
 
 
 
(27,882
)
Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
 
 
 
 
2,192

Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
 
 
$
(30,074
)
 
 
 
 
 
 
 
 
 
 
 
 
Segment gross margin
$
37,586

 
$
23,829

 
$
13,115

 
$
57,947

 
$
31,760

 



A reconciliation of total assets by segment to the amounts included in the condensed consolidated balance sheets follows:
 
September 30,
 
December 31,
 
2017
 
2016
Segment assets:
 
 
 
Gas Gathering and Processing Services
$
416,498

 
$
530,889

Liquid Pipelines and Services
443,771

 
425,389

Offshore Pipelines and Services
544,895

 
400,193

Natural Gas Transportation Services
172,813

 
221,604

Terminalling Services 
256,922

 
299,534

Other (1)
188,308

 
334,953

Discontinued Operations
—

 
136,759

Total Assets
$
2,023,207

 
$
2,349,321

_____________________________________
(1) Other assets not allocable to segments consist of corporate leasehold improvements and other miscellaneous assets.
Subsequent Events
Subsequent Events
(22) Subsequent Events

Series D Units Redemption

On October 2, 2017, pursuant to the terms of the Fifth Amended and Restated Agreement of Limited Partnership, as amended, of the Partnership, we exercised our call right to repurchase all of the 2,333,333 outstanding Series D Convertible Preferred Units representing limited partner interests in the Partnership (“Series D Units”) from Magnolia Infrastructure Holdings, LLC, an affiliate of ArcLight, for approximately $37.0 million in cash, which was funded through our existing revolver. After the closing date of such redemption, which occurred on October 2, 2017, no Series D Units remain outstanding.

Distribution

On October 26, 2017, we announced that the Board of Directors of our General Partner declared a quarterly cash distribution of $0.4125 per common unit and preferred unit, Series A and Series C, for the quarter ended September 30, 2017, or $1.65 per common unit on an annualized basis. The distribution is expected to be paid on November 14, 2017, to unitholders of record as of the close of business on November 7, 2017.

Acquisition of additional ownership interest in Destin

On October 27, 2017, American Midstream Emerald, LLC,  a wholly-owned subsidiary of the Partnership, entered into a Purchase and Sale Agreement with Emerald Midstream, LLC, an ArcLight affiliate, to purchase an additional 17.0% equity interest in Destin Pipeline Company, LLC (“Destin”) for total consideration of $30.0 million.  With the acquisition, the Partnership will own a 66.67% interest in Destin.  The Destin pipeline is a FERC-regulated, 255-mile natural gas transport system with total capacity of 1.2 Bcf/d.

Southcross Energy Partners, L.P. Merger
On October 31, 2017, we, our General Partner, our wholly owned subsidiary Cherokee Merger Sub LLC (“Merger Sub”), Southcross Energy Partners, L.P. (“SXE”), and Southcross Energy Partners GP, LLC (“SXE GP”), entered into an Agreement and Plan of Merger (the “SXE Merger Agreement”). Upon the terms and subject to the conditions set forth in the SXE Merger Agreement, SXE will merge with Merger Sub (the “SXE Merger”), with SXE continuing its existence under Delaware law as the surviving entity in the SXE Merger and wholly owned subsidiary of us. The acquisition is valued at approximately $815 million, including the repayment of estimated net debt of $139 million.
At the effective time of the SXE Merger (the “Effective Time”), each common unit of SXE (each, an “SXE Common Unit”) issued and outstanding or deemed issued and outstanding as of immediately prior to the Effective Time will be converted into the right to receive 0.160 (the “Exchange Ratio”) of a common unit (each, an “AMID Common Unit”) representing limited partner interests in us (the “Merger Consideration”), except for those SXE Common Units held by affiliates of SXE and SXE GP, which will be cancelled for no consideration. Each SXE Common Unit, Subordinated Unit (as defined in the SXE Merger Agreement) and Class B Convertible Unit (as defined in the SXE Merger Agreement) held by Southcross Holdings LP (“Holdings LP”) or any of its subsidiaries and the SXE Incentive Distribution Rights (as defined in the SXE Merger Agreement) outstanding immediately prior to the Effective Time will be cancelled in connection with the closing of the SXE Merger.
In connection with the SXE Merger Agreement, on October 31, 2017, we and our General Partner entered into a Contribution Agreement (the “SXE Contribution Agreement” and, together with the SXE Merger Agreement, the “SXE Transaction Agreements”) with Holdings LP. Upon the terms and subject to the conditions set forth in the SXE Contribution Agreement, Holdings LP will contribute its equity interests in its new wholly owned subsidiary (“SXH Holdings”), which will hold substantially all the current subsidiaries (Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor GP LLC and Southcross Holdings Guarantor LP) and business of Holdings LP, to us and our General Partner in exchange for (i) the number of AMID Common Units with a value equal to $185,697,148, subject to certain adjustments for cash, indebtedness, working capital and transaction expenses contemplated by the SXE Contribution Agreement, divided by $13.69 per AMID Common Unit, (ii) 4,500,000 AMID Preferred Units (as defined in the SXE Contribution Agreement), (iii) options to purchase 4,500,000 AMID Common Units (the “Options”), and (iv) 3,000 AMID GP Class D Units (as defined in the SXE Contribution Agreement) (the transactions contemplated thereby and the agreements ancillary thereto, the “SXE Contribution”). A portion of the consideration will be deposited into escrow in order to secure certain post-closing obligations of Holdings LP. Concurrently with the closing of the transaction, our agreement of limited partnership will be amended to reflect the issuance of AMID Preferred Units, and the GP LLC Agreement will be amended to reflect the issuance of such AMID GP Class D Units.
Acquisition of Trans-Union pipeline
On November 6, 2017, we announced the acquisition and closing of 100% of the equity interests in Trans-Union Interstate Pipeline, LP (“Trans-Union”) from affiliates of ArcLight, for a total consideration of approximately $48.0 million. The consideration consisted of approximately $15.5 million cash funded from borrowings under our revolving credit facility and the assumption of $32.5 million of non-recourse debt. Trans-Union owns a 42-mile, 30-inch diameter high-pressure FERC-regulated natural gas interstate pipeline with 546,000 MMbtu/day of maximum capacity. We believe that this acquisition represents a transaction among entities under common control. Accordingly we may have to recast our historical financial statements to reflect the accounts of Trans-Union from the date ArcLight obtained control.
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies)
JPE Acquisition 
JPE Acquisition

On March 8, 2017, we completed the acquisition of JP Energy Partners LP (“JPE”), an entity controlled by ArcLight affiliates, in a unit-for-unit merger (“JPE Acquisition”). In connection with the transaction, we issued approximately 20.2 million common units to holders of the JPE common and subordinated units, including 9.8 million common units to ArcLight affiliates. In connection with the completion of the JPE Acquisition, we entered into a supplemental indenture pursuant to which the JPE Entities jointly and severally, fully and unconditionally, guarantee the 8.50% Senior Notes (as defined below).

As both we and JPE were controlled by ArcLight affiliates, the acquisition represented a transaction among entities under common control. Although we are the legal acquirer, JPE was considered the acquirer for accounting purposes as ArcLight obtained control of JPE prior to obtaining control of us on April 15, 2013. As a result, we adjusted our historical financial statements to reflect ArcLight’s acquisition cost basis of their investment in us back to April 15, 2013. In addition, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results of JPE prior to the effective date of the JPE Acquisition. The accompanying financial statements and related notes present the combined financial position, results of operations, cash flows and equity of JPE at historical cost.
Disposition of Propane Business 
Disposition of Propane Business

On September 1, 2017, we completed the disposition of our Propane Marketing Services business the ("Propane Business") pursuant to the Membership Interest Purchase Agreement dated July 21, 2017, between AMID Merger LP, a wholly owned subsidiary of the Partnership, and SHV Energy N.V. As a result of the disposition of our Propane Business, we classified the results of operations of the Propane Business as discontinued operations. See Note 4 - Discontinued Operations.
Nature of Business 
Nature of business

We provide critical midstream infrastructure that links producers of natural gas, crude oil, NGLs, condensate and specialty chemicals to numerous intermediate and end-use markets. Through our five reportable segments, (1) gas gathering and processing services, (2) liquid pipelines and services, (3) natural gas transportation services, (4) offshore pipelines and services and (5) terminalling services, we engage in the business of gathering, treating, processing, and transporting natural gas; gathering, transporting, storing, treating and fractionating NGLs; gathering, storing and transporting crude oil and condensates; storing specialty chemical products and selling refined products.

Most of our cash flow is generated from fee-based and fixed-margin arrangements for gathering, processing, transporting and treating natural gas and crude oil, firm capacity reservation charges, interruptible transportation charges, guaranteed firm storage contracts, throughput fees and other optional charges associated with ancillary services.

Our primary assets are strategically located in some of the most prolific onshore and offshore producing regions and key demand markets in the United States. Our gathering and processing assets are primarily located in (i) the Permian Basin of West Texas, (ii) the Cotton Valley/Haynesville Shale of East Texas, (iii) the Eagle Ford Shale of South Texas, (iv) the Bakken Shale of North Dakota, and (v) offshore in the Gulf of Mexico. Our natural gas transportation, offshore pipelines and terminal assets are in key demand markets in Alabama, Arkansas, Louisiana, Mississippi and Tennessee and in the Port of New Orleans in Louisiana and the Port of Brunswick in Georgia.

Basis of Presentation 
Basis of presentation

The financial statements and supplementary data, management’s discussion and analysis of financial condition and results of operations and certain selected financial data in our Form 10-K for the year ended December 31, 2016 (the “Annual Report”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2017, were recast by the Current Report on Form 8-K, dated September 18, 2017 (“Recast Form 8-K”). There have been no revisions or updates to any other sections of the Annual Report other than the revisions noted above.
The unaudited financial information included in this Quarterly Report has been prepared on the same basis as the audited consolidated financial statements included in the Recast Form 8-K, and recast to retrospectively reflect the change in classification of the Propane Business to discontinued operations for all periods presented. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of results expected for the full year. In the opinion of our management, such financial information reflects all adjustments necessary for a fair statement of the financial position and the results of operations for such interim periods in accordance with GAAP. All such adjustments are of a normal recurring nature.
Consolidation 
All intercompany items and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC.
Transactions between Entities under Common Control 
Transactions between entities under common control
 
We have entered, and may enter, into transactions with ArcLight affiliates whereby we receive midstream assets or other businesses in exchange for cash or Partnership equity. We account for the net assets acquired at the affiliate's historical cost basis as the transactions are between entities under common control. In certain cases, our historical financial statements were revised to include the results attributable to the assets acquired from the later of June 2011 (the date Arclight affiliates obtained control of JPE) or the date the ArcLight affiliate obtained control of the assets acquired.

Use of Estimates 
Use of estimates

When preparing consolidated financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and assumptions are based on information available at the time such estimates and assumptions are made. Adjustments made with respect to the use of these estimates and assumptions often relate to information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates and assumptions are used in, among other things, i) estimating unbilled revenues, product purchases and operating and general and administrative costs, ii) developing fair value assumptions, including estimates of future cash flows and discount rates, iii) analyzing long-lived assets, goodwill and intangible assets for possible impairment, iv) estimating the useful lives of assets, and v) determining amounts to accrue for contingencies, guarantees and indemnifications. Actual results, therefore, could differ materially from estimated amounts.
Cash, Cash Equivalents and Restricted Cash 
Cash, cash equivalents and restricted cash

We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value because of the short term to maturity of these investments.

From time to time we are required to maintain cash in separate accounts the use of which is restricted by the terms of our debt agreements, asset retirement obligations and contracted arrangements. Such amounts are included in Restricted cash in our unaudited condensed consolidated balance sheets.

Allowance for Doubtful Accounts 
Allowance for doubtful accounts

We establish provisions for losses on accounts receivable when we determine that we will not collect all or part of an outstanding balance. Collectability is reviewed regularly and an allowance is established or adjusted, as necessary, using the specific identification method, historical collection experience and the age of accounts receivable.
Investment in Unconsolidated Affiliates 
Investments in unconsolidated affiliates

We hold membership interests in entities that own and operate natural gas pipeline systems and NGL and crude oil pipelines in and around Louisiana, Alabama, Mississippi and the Gulf of Mexico. While we have significant influence over these entities, we do not control them and therefore, they are accounted for using the equity method and are reported in Investment in unconsolidated affiliates in the condensed consolidated balance sheets. We evaluate the recoverability of these investments on a regular basis and recognize impairment write downs if we determine a loss in value represents an other-than-temporary-decline. The unconsolidated affiliates that were determined to be variable interest entities (“VIE”) due to disproportionate economic interests and decision making rights were further evaluated under the VIE method of consolidation. In each case, we lack the power to direct the activities that most significantly impact the unconsolidated affiliate’s economic performance. Therefore, as we do not hold a controlling financial interest in these affiliates, we account for our related investments using the equity method. Additionally, our maximum exposure to loss related to each entity is limited to our equity investment as presented on the condensed consolidated balance sheets as of the balance sheet date. In each case, we are not obligated to absorb losses greater than our proportional ownership percentages. Our right to receive residual returns is not limited to any amount less than the ownership percentages. We also have a joint venture arrangement in which we and our partners share proportional ownership and responsibilities and receive returns in accordance with our ownership percentage.

Revenue Recognition 
Revenue recognition

We recognize revenue from the sale of commodities (e.g., natural gas, crude oil, NGLs, refined products or condensate) as well as from the provision of gathering, processing, transportation or storage services when all of the following criteria are met: i) persuasive evidence of an exchange arrangement exists, ii) delivery has occurred or services have been rendered, iii) the price is fixed or determinable, and iv) collectability is reasonably assured. We recognize revenue from the sale of commodities and the related cost of product sold on a gross basis for those transactions where we act as the principal and take title to commodities that are purchased for resale.

Revenue-related taxes collected from customers and remitted to taxing authorities, principally sales taxes, are presented on a net basis within the unaudited condensed consolidated statements of operations.
Accounting Standards Issued Not Yet Adopted 
Accounting Standards Issued Not Yet Adopted

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which amends the existing accounting guidance for revenue recognition. The update requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2015-14 was subsequently issued and deferred the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. From March 2016 to May 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations, as further clarification on principal versus agent considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing as further clarification on identifying performance obligations and the licensing implementation guidance and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, as clarifying guidance on specific narrow scope improvements and practical expedients. We are in the process of reviewing our various customer arrangements in order to determine the impact the new accounting guidance for revenue recognition will have on our consolidated financial statements and related disclosures. We also have engaged a third-party consulting firm to assist us with all the three phases of adoption of the new guidance (Impact Assessment, Convert and Implement). We are currently in the Convert phase and revenue streams have been determined. Certain preliminary testing has been performed to validate such streams. We will adopt the new standard on its effective date January 1, 2018 using the modified retrospective method of adoption.

In February 2016, the FASB issued ASU No. 2016-02 (Topic 842) "Leases", which supersedes the lease recognition requirements in ASC Topic 840, "Leases". Under ASU No. 2016-02 lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. ASU No. 2016-02 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2018. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and there are certain optional practical expedients that an entity may elect to apply. Full retrospective application is prohibited and early adoption by public entities is permitted. We are in the process of evaluating the impact of ASU 2016-02 on our consolidated financial statements as we will be required to reflect our various lease obligations and associated asset use rights on our consolidated balance sheets. The adoption may also impact our debt covenant compliance and may require us to modify or replace certain of our existing information systems. We will adopt the guidance on its effective date January 1, 2019.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 320): Classification of Cash Receipts and Cash Payments”, which addresses eight specific cash flow issues with the objective of reducing the existing diversity of presentation and classification in the statement of cash flows. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal periods. The retrospective transition method of adoption is required unless it is impracticable. Early adoption is permitted, but only if all aspects are adopted in the same period. We are still evaluating the impact of this update on our consolidated statements of cash flows and the related disclosures. We will adopt the standard upon its effective date January 1, 2018.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, which aims to improve the disclosure of the change during the period in total cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. The update is effective beginning first quarter of 2018. Early adoption is permitted, but it must occur in the first interim period. Any adjustments required in early adoption of this update should be reflected as of the beginning of the fiscal year that includes the interim period and should be applied using a retrospective transition method to each period. We will adopt the standard on its effective date of January 1, 2018.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The guidance provides criteria for use in determining when to conclude an integrated “set of assets and activities (as defined in the original guidance) being acquired or disposed in a transaction is not a business. Where the criteria are not met, more stringent screening has been provided to define a set as a business without an output, as more narrowly defined within the guidance. ASU No. 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments should be applied prospectively on or after the effective date. Early adoption is permitted. We are still in the process of evaluating the guidance and can not determine the impact of this guidance on our consolidated financial statements and related disclosures. We will adopt ASU 2017-01 on its effective date of January 1, 2018.
In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, in which the guidance on testing for goodwill was updated by the elimination of Step 2 in the determination on whether goodwill should be considered impaired. The annual and/or interim assessments are still required to be completed. Further, the guidance eliminates the requirement to assess reporting units with zero or negative carrying values, however, the carrying values for all reporting units must be disclosed. ASU No. 2017-04 is effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We elected to early adopt the guidance in connection with our annual assessment to be performed in October 2017 using the required prospective method.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Pursuant to this ASU, an entity should account for the effects of a modification unless all the following are met: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified (if the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification); (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. ASU No. 2017-09 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted, including adoption in any interim period. This update should be applied prospectively to an award modified on or after the adoption date. We do not believe that the impact of this update on our consolidated financial statements and related disclosures will be material and will adopt the guidance on its effective date January 1, 2018.
Acquisitions Acquisitions (Tables)
Schedule of Business Acquisitions, by Acquisition
The following table presents the aggregated preliminary allocation of the purchase price based on estimated fair values of Panther’s assets acquired and liabilities assumed (in thousands):

 
Purchase Price Allocation
     Fair value of acquired noncontrolling interest
$
28,298

Property, plant and equipment
16,870

  Intangibles (customer relationships)
9,989

     Net working capital, net of cash acquired
2,410

     Other
2,975

Asset retirement obligation
$
(3,367
)
      Total consideration
$
57,175

The following table presents our aggregated allocation of the purchase price based on estimated fair values of assets and liabilities acquired (in thousands):

As of September 30, 2017
Purchase Price Allocation
Property, plant and equipment:
 
Pipelines and right-of-way
$
13,433

Equipment
18,853

Total property, plant and equipment
32,286

Liability
(286
)
Total cash consideration
$
32,000

Discontinued Operations (Tables)
Discontinued Operations
The following tables summarize the financial information related to the Propane Business for the periods presented, as required by ASC 420 - Discontinued Operations.
     
Unaudited Condensed Consolidated Balance Sheet of the discontinued operation Propane Business (in thousands)

 
December 31, 2016
Total current assets of discontinued operations
$
22,727

Total noncurrent assets of discontinued operations
114,032

Total assets of discontinued operations
$
136,759

 
 
Total current liabilities of discontinued operations
$
14,319

          Other long-term liabilities of discontinued operations
172

Total liabilities of discontinued operations
$
14,491


Unaudited Condensed Consolidated Statements of Operations of the discontinued operation Propane Business (in thousands)

 
Three months ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016(1)
Total revenue
$
20,458

 
$
27,756

 
$
87,615

 
$
103,718

Total operating expenses
22,489

 
30,158

 
92,196

 
96,003

Income (loss) from discontinued operations before taxes
(1,834
)
 
(2,310
)
 
(4,301
)
 
8,069

Income tax benefit (expense)
(15
)
 
—

 
(59
)
 
2

Income (loss) from discontinued operations
(1,849
)
 
(2,310
)
 
(4,360
)
 
8,071

            Gain from the sale of discontinued operations
46,545

 
—

 
46,545

 
—

            Partnership’s income (loss) from discontinued operations, including gain on sale.
$
44,696

 
$
(2,310
)
 
$
42,185

 
$
8,071

_____________________________________
(1) Amounts for the nine months ended September 30, 2016 do not included the results of certain trucking and marketing assets of JPE in the Mid-Continent area (the “Mid Continent Business”), which were sold in the first quarter of 2016 and are classified as discontinued operations. The total revenue, total operating expenses and loss from discontinued operations related to the Mid Continent Business for the nine months ended September 30, 2016 were $11.5 million, $12.0 million and $0.5 million respectively.

Other selected unaudited financial information related to the Propane Business (in thousands)

 
Three months ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
Depreciation and amortization
$
2,355

 
$
3,850

 
$
9,823

 
$
12,020

Capital expenditures
722

 
1,483

 
3,143

 
3,451

 
 
 
 
 
 
 
 
Other operating and investing non-cash items related to discontinued operations:
 
 
 
 
 
 
 
(Gain) loss on sales of assets, net
118

 
725

 
(55
)
 
2,064

Unrealized (gain) loss on derivatives contracts, net
(526
)
 
106

 
530

 
(628
)
Inventory (Tables)
Schedule of Inventory
Inventory consists of the following (in thousands):
 
 
September 30, 2017
 
December 31, 2016
Crude oil
 
$
4,565

 
$
1,216

NGLs
 
232

 
288

Refined products
 
674

 
—

Materials, supplies and equipment
 
499

 
486

   Total inventory
 
$
5,970

 
$
1,990

Other Current Assets (Tables)
Schedule of Other Current Assets
Other current assets consist of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
Prepaid insurance
$
1,428

 
$
9,702

Insurance receivables
3,728

 
1,624

Due from related parties
5,062

 
4,833

Other receivables
2,768

 
2,997

Risk management assets
1,827

 
469

Other assets
2,331

 
5,891

   Total other current assets
$
17,144


$
25,516

Risk Management Activities (Tables)
Schedule of notional amounts of outstanding derivative positions 
The following table summarizes the net notional volumes of our outstanding commodity-related derivatives, excluding those contracts that qualified for the NPNS exception as of September 30, 2017 and December 31, 2016, none of which were designated as hedges for accounting purposes.
 
 
September 30, 2017
 
December 31, 2016
Commodity Swaps
 
Volume
 
Maturity
 
Volume
 
Maturity
NGLs Fixed Price (gallons)
 
819,000
 
January 8, 2018
 

 
 
Crude Oil Fixed Price (barrels)
 
125,000
 
October 6, 2017 - December 7, 2017
 
—
 
—
Crude Oil Basis (barrels)
 
—
 
—
 
180,000

 
January 25, 2017-
March 25, 2017
Fair value associated with commodity derivative instruments 
The following table summarizes the fair values of our derivative contracts (before netting adjustments) included in the condensed consolidated balance sheets (in thousands):
 
 
 
Asset Derivatives
 
Liability Derivatives
Type
Balance Sheet Classification
 
September 30,
2017
 
December 31, 2016
 
September 30,
2017
 
December 31, 2016
Commodity swaps
Other current assets
 
$
267

 
$
112

 
$
—

 
$
—

Commodity swaps
Accrued expenses and other current liabilities
 
—

 
—

 
(653
)
 
(1
)
Commodity swaps
Other liabilities
 
—

 
—

 
—

 
(1
)
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
Other current assets
 
1,041

 
 
 
 
 
 
Interest rate swaps
Risk management assets (long-term)
 
7,545

 
10,628

 
—

 
—

Interest rate swaps
Accrued expenses and other current liabilities
 
—

 
—

 
—

 
(252
)
 
 
 
 
 
 
 
 
 
 
Weather derivatives
Other current assets
 
$
786

 
$
429

 
$
—

 
$
—

 
Total
 
$
9,639

 
$
11,169

 
$
(653
)
 
$
(254
)

The following tables present the fair value of our recognized derivative assets and liabilities on a gross basis and amounts offset in the condensed consolidated balance sheets that are subject to enforceable master netting arrangements (in thousands):
 
 
Gross Risk Management Position
 
Netting Adjustments
 
Net Risk Management Position
Balance Sheet Classification
 
September 30,
2017
 
December 31, 2016
 
September 30,
2017
 
December 31, 2016
 
September 30,
2017
 
December 31, 2016
Other current assets
 
$
2,094

 
$
541

 
$
(267
)
 
$
(72
)
 
$
1,827

 
$
469

Risk management assets- long term
 
7,545

 
10,628

 
—

 
(1
)
 
7,545

 
10,627

Total assets
 
$
9,639

 
$
11,169

 
$
(267
)
 
$
(73
)
 
$
9,372

 
$
11,096

 
 
 
 
 
 
 
 
 
 
 
 
 
Accrued expenses and other liabilities
 
$
(653
)
 
$
(253
)
 
$
267

 
$
72

 
$
(386
)
 
$
(181
)
Other liabilities
 
—

 
(1
)
 
—

 
1

 
—

 
—

Total liabilities
 
$
(653
)
 
$
(254
)
 
$
267

 
$
73

 
$
(386
)
 
$
(181
)
Realized and unrealized gains (losses) with commodity and interest rate derivative instruments 
For each of the three and nine months ended September 30, 2017 and 2016 the realized and unrealized gains (losses) associated with our commodity, interest rate and weather derivative instruments were recorded in our unaudited condensed consolidated statements of operations as follows (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
Statement of Operations Classification
Realized
 
Unrealized
 
Realized
 
Unrealized
2017
 
 
 
 
 
 
 
Gains (losses) on commodity derivatives, net
$
(51
)
 
$
(546
)
 
$
465

 
$
(498
)
Interest expense
51

 
221

 
(19
)
 
(1,790
)
Direct operating expenses
(278
)
 
—

 
(753
)
 
—

Total
$
(278
)
 
$
(325
)
 
$
(307
)
 
$
(2,288
)
2016
 
 
 
 
 
 
 
Gains (losses) on commodity derivatives, net
$
(742
)
 
$
1,066

 
$
(1,432
)
 
$
(497
)
Interest expense
(75
)
 
2,109

 
(106
)
 
(1,934
)
Direct operating expenses
(257
)
 
—

 
(708
)
 
—

Total
$
(1,074
)
 
$
3,175

 
$
(2,246
)
 
$
(2,431
)
Property, Plant and Equipment (Tables)
Property, plant and equipment
Property, plant and equipment, net, consists of the following (in thousands):
 
Useful Life
(in years)
 
September 30,
2017
 
December 31,
2016
Land
Infinite
 
$
18,440

 
$
18,861

Construction in progress
N/A
 
81,133

 
128,519

Buildings and improvements
4 to 40
 
13,782

 
13,762

Transportation equipment
5 to 15
 
22,743

 
20,010

Processing and treating plants
8 to 40
 
141,334

 
120,977

Pipelines, compressors and right-of-way
3 to 40
 
958,004

 
804,815

Storage
3 to 40
 
146,473

 
146,408

Equipment
3 to 31
 
79,567

 
77,978

Total property, plant and equipment
 
 
1,461,476

 
1,331,330

Accumulated depreciation
 
 
(320,650
)
 
(264,722
)
Property, plant and equipment, net
 
 
$
1,140,826

 
$
1,066,608

Goodwill and Intangible Assets (Tables)
Schedule of Goodwill 
Goodwill consists of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
Liquid Pipelines and Services
$
113,671

 
$
113,671

Terminalling Services
88,464

 
88,464

Total
$
202,135

 
$
202,135


Schedule of Finite-Lived Intangible Assets 
Intangible assets, net, consist of the following (in thousands):
 
September 30, 2017
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
Customer relationships
$
116,345

 
$
(28,088
)
 
$
88,257

Customer contracts
94,693

 
(46,927
)
 
47,766

Dedicated acreage
53,350

 
(5,773
)
 
47,577

Collaborative arrangements
11,884

 
(1,203
)
 
10,681

Noncompete agreements
1,064

 
(1,064
)
 
—

Other
198

 
(23
)
 
175

Total
$
277,534

 
$
(83,078
)
 
$
194,456

 
 
 
 
 
 
 
December 31, 2016
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
Customer relationships
$
106,417

 
$
(23,245
)
 
$
83,172

Customer contracts
94,692

 
(33,228
)
 
61,464

Dedicated acreage
53,350

 
(4,439
)
 
48,911

Collaborative arrangements
11,884

 
(601
)
 
11,283

Noncompete agreements
1,063

 
(1,000
)
 
63

Other
198

 
(20
)
 
178

Total
$
267,604

 
$
(62,533
)
 
$
205,071

Investment in Unconsolidated Affiliates (Tables)
Investments in and Advances to Affiliates 
The following table presents the activity in our equity method investments in unconsolidated affiliates (in thousands):
 
Delta House (1)
 
Emerald Transactions (2)
 
 
 
 
 
 
 
FPS
 
OGL
 
Destin
 
Tri-States
 
Okeanos
 
Wilprise
 
MPOG(4)
 
Cayenne JV(3)
 
Total
Ownership % - 12/31/2016
20.1
%
 
20.1
%
 
49.7
%
 
16.7
%
 
66.7
%
 
25.3%
 
66.7%
 
-
 
 
Ownership % - 9/30/2017
35.7
%
 
35.7
%
 
49.7
%
 
16.7
%
 
66.7
%
 
25.3%
 
-
 
50.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances at December 31, 2016
$
64,483

 
$
25,450

 
$
110,882

 
$
55,022

 
$
27,059

 
$
4,944

 
$
4,147

 
$
—

 
$
291,987

     Acquisitions
22,539

 
27,289

 
—

 
—

 
—

 
—

 
(2,363
)
 
—

 
47,465

     Earnings in unconsolidated affiliates
23,994

 
10,589

 
6,243

 
3,394

 
5,706

 
493

 
(683
)
 
45

 
49,781

     Contributions
—

 
—

 
—

 
—

 
—

 
—

 
—

 
3,770

 
3,770

     Distributions
(13,990
)
 
(12,183
)
 
(17,334
)
 
(4,359
)
 
(9,333
)
 
(677
)
 
(1,101
)
 
—

 
(58,977
)
Balances at September 30, 2017
$
97,026

 
$
51,145

 
$
99,791

 
$
54,057


$
23,432


$
4,760


$
—

 
$
3,815


$
334,026

 
___________________________________________________ 
(1) Represents direct and indirect ownership interests in Class A units and common units.
(2) Represents our Emerald equity method investments which were acquired in the second quarter of 2016.
(3) We formed Cayenne JV effective August 8, 2017.
(4) Beginning August 8, 2017, the Partnership consolidated MPOG. See Note 3 - Acquisitions.
Equity Method Investments 
The following tables present the summarized combined financial information for our equity investments (amounts represent 100% of investee financial information) (in thousands):
Balance Sheets(1):
September 30, 2017
 
December 31, 2016
Current assets
$
100,400

 
$
120,167

Non-current assets
1,294,333

 
1,369,492

Current liabilities
139,217

 
133,085

Non-current liabilities
$
422,988

 
$
541,312


 
Three months ended September 30,
 
Nine months ended September 30,
Statements of Operations(1):
2017
 
2016
 
2017
 
2016
Revenue
$
104,904

 
$
93,440

 
$
304,801

 
$
278,720

Gross profit
97,636

 
83,350

 
280,996

 
253,447

Net income
$
77,238

 
$
62,775

 
$
222,005

 
$
199,591

_____________________________________
(1) MPOG was consolidated by us as of August 8, 2017, therefore the tables above do not include MPOG as of September 30, 2017 and for the three and nine months ended September 30, 2017.
Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Liabilities
Accrued expenses and other current liabilities consists of the following (in thousands):
 
 
September 30, 2017
 
December 31, 2016
Accrued interest
 
$
9,973

 
$
5,743

Taxes payable
 
7,052

 
1,186

Current portion of asset retirement obligation
 
6,416

 
6,499

Additional Blackwater acquisition consideration
 
5,000

 
5,000

Due to related parties
 
5,115

 
4,072

Royalties payable
 
3,548

 
3,926

Convertible preferred unit distributions
 
2,871

 
7,103

Legal accrual
 
2,783

 
—

Capital expenditures
 
4,032

 
14,274

Accrued operating expenses
 
2,938

 
—

Gas imbalances payable
 
1,860

 
1,098

Customer deposits
 
1,537

 
148

Employee compensation
 
1,505

 
8,438

Transaction costs
 
736

 
3,000

Other
 
12,139

 
12,234

   Total accrued expenses and other current liabilities
 
$
67,505


$
72,721

Asset Retirement Obligations (Tables)
Schedule of Change in Asset Retirement Obligation
The following table presents activity in our asset retirement obligations for the nine months ended September 30, 2017 (in thousands):
Non-current balance
$
44,363

Current balance
6,499

Balances at December 31, 2016
$
50,862

Additions
6,805

Expenditures
(697
)
Accretion expense
1,492

Balances at September 30, 2017
$
58,462

     Less: current portion
6,416

Noncurrent asset retirement obligation
$
52,046

Debt Obligations (Tables)
Outstanding borrowings under the credit facility
Our outstanding debt consists of the following (in thousands):
 
September 30, 2017
 
December 31, 2016
Revolving credit facility
$
709,652

 
$
888,250

8.50% Senior unsecured notes, due 2021
300,000

 
300,000

3.77% Senior secured notes, due 2031 (non-recourse)
58,649

 
60,000

Other debt (2)
116

 
3,762

Total debt obligations
1,068,417

 
1,252,012

Unamortized debt issuance costs (1)
(9,338
)
 
(11,036
)
Total debt
1,059,079

 
1,240,976

Less: Current portion, including unamortized debt issuance costs
(1,234
)
 
(5,438
)
Long term debt
$
1,057,845

 
$
1,235,538

___________________________
(1) Unamortized debt issuance costs related to the revolving credit facility are included in our unaudited condensed consolidated balance sheets in Other assets, net.

(2) Other debt includes capital lease and miscellaneous long-term obligations, which are reported in Current portion of debt and Other liabilities line items on our unaudited condensed consolidated balance sheets.

Convertible Preferred Units (Tables)
Schedule of Preferred Units
Our convertible preferred units consist of the following (in thousands):
 
Series A
 
Series C
 
Series D
 
Total
 
Units
$
 
Units
$
 
Units
$
 
$
December 31, 2016
10,107

$
181,386

 
8,792

$
118,229

 
2,333

$
34,475

 
$
334,090

Paid in kind unit distributions
429

6,645

 
—

2,844

 
—

—

 
9,489

September 30, 2017
10,536

$
188,031

 
8,792

$
121,073

 
2,333

$
34,475

 
$
343,579

Partners Capital (Tables)
Schedule of Units Outstanding and Distributions
We made the following distributions (in thousands):

 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2017
 
2016
 
2017
 
2016
Series A Units
 
 
 
 
 
 
 
 
Cash Paid
 
$
2,145

 
$
2,449

 
$
6,790

 
$
2,449

Accrued
 
4,105

 
4,806

 
4,105

 
4,806

Paid-in-kind units
 
1,924

 
2,152

 
6,838

 
6,623

 
 
 
 
 
 
 
 
 
Series C Units
 
 
 
 
 
 
 
 
Cash Paid
 
3,627

 
1,302

 
10,880

 
1,302

Accrued
 
4,150

 
3,611

 
4,150

 
3,611

Paid-in-kind units
 
—

 
948

 
—

 
948

 
 
 
 
 
 
 
 
 
Series D Units
 
 
 
 
 
 
 
 
Cash Paid
 
963

 
—

 
2,888

 
—

Accrued
 
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
Limited Partner Units
 
 
 
 
 
 
 
 
Cash Paid
 
21,345

 
24,874

 
67,648

 
76,656

 
 
 
 
 
 
 
 
 
General Partner Units
 
 
 
 
 
 
 
 
Cash Paid
 
277

 
174

 
645

 
2,375

 
 
 
 
 
 
 
 
 
Summary
 
 
 
 
 
 
 
 
Cash Paid
 
28,357

 
28,799

 
88,851

 
82,782

Accrued
 
8,255

 
8,417

 
8,255

 
8,417

Paid-in-kind units
 
1,924

 
3,100

 
6,838

 
7,571



The following table presents unit activity (in thousands):
 
 
General
Partner Interest
 
Limited Partner Interest
Balances at December 31, 2016
 
680

 
51,351

LTIP vesting
 
—

 
460

Issuance of GP units
 
273

 
—

Issuance of common units(1)
 
—

 
929

Balances at September 30, 2017
 
953

 
52,740

____________________________________
(1) Including common units issued in connection with the Panther acquisition. See Note 3 - Acquisitions.
Net Loss per Limited Partner Unit (Tables)
Schedule of Calculation for Net Loss Per Limited Partner Unit
The calculation of basic and diluted limited partners' net income (loss) per common unit is summarized below (in thousands, except per unit amounts):

 
Three months ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
Net income (loss) from continuing operations
$
11,806

 
$
(5,488
)
 
$
(42,266
)
 
$
(35,414
)
Less: Net income attributable to noncontrolling interests
621

 
1,241

 
3,386

 
2,192

Net income (loss) from continuing operations attributable to the Partnership
11,185

 
(6,729
)
 
(45,652
)
 
(37,606
)
Less:
 
 
 
 
 
 
 
Distributions on Series A Units
4,105

 
4,806

 
12,472

 
13,879

Distributions on Series C Units
4,150

 
3,611

 
11,403

 
5,860

Distributions on Series D Units
—

 
—

 
1,925

 
—

General partner's distribution
287

 
174

 
763

 
2,375

General partner's share in undistributed loss
(210
)
 
(375
)
 
(1,729
)
 
(1,334
)
Net income (loss) from continuing operations attributable to Limited Partners
2,853

 
(14,945
)
 
(70,486
)
 
(58,386
)
Net income (loss) from discontinued operations attributable to Limited Partners
44,696

 
(2,310
)
 
42,185

 
7,532

Net income (loss) attributable to Limited Partners
$
47,549

 
$
(17,255
)
 
$
(28,301
)
 
$
(50,854
)
 
 
 
 
 
 
 
 
Weighted average number of common units used in computation of Limited Partners' net loss per common unit - basic and diluted
52,021

 
51,310

 
52,021

 
51,310

 
 
 
 
 
 
 
 
Limited Partners' net income (loss) from continuing operations per unit
$
0.05

 
$
(0.29
)
 
$
(1.35
)
 
$
(1.14
)
Limited Partners' net income (loss) from discontinued operations per unit
0.86

 
(0.05
)
 
0.81

 
0.15

Limited Partners' net income (loss) per common unit (1)
$
0.91

 
$
(0.34
)
 
$
(0.54
)
 
$
(0.99
)
_____________________________________
(1) Potential common unit equivalents are antidilutive for all periods presented and, as a result, have been excluded from the determination of diluted limited partners' net loss per common unit.
Long-Term Incentive Plan (Tables)
Table summarizes our unit-based awards
The following table summarizes activity in our phantom unit-based awards for the nine months ended September 30, 2017:

 
 
Units
 
Weighted-Average Grant Date Fair Value Per Unit
Outstanding units at December 31, 2016
 
1,558,835

 
$
6.98

Granted
 
2,000

 
11.20

Forfeited
 
(18,919
)
 
13.49

Vested
 
(570,038
)
 
11.13

Outstanding units at September 30, 2017
 
971,878

 
$
4.43

Supplemental Cash Flow Information (Tables)
Schedule of Supplemental Cash Flow Information
Supplemental cash flows and non-cash transactions consist of the following (in thousands):
 
Nine months ended September 30,
 
2017
 
2016
Supplemental non-cash information
 
 
 
Investing
 
 
 
Increase (decrease) in accrued property, plant and equipment purchases
$
(15,112
)
 
$
4,597

Financing
 
 
 
Issuance of common units for the Panther acquisition
12,532

 
—

Contributions from an affiliate holding limited partner interests
4,000

 
7,500

Issuance of Series C Units and Warrant in connection with the Emerald Transactions
—

 
120,000

Accrued distributions on convertible preferred units
8,255

 
8,417

Paid-in-kind distributions on convertible preferred units
6,838

 
7,571

Cancellation of escrow units
—

 
6,817

Accrued distribution from unconsolidated affiliates
—

 
5,000

Reportable Segments (Tables)
Segment information
A reconciliation from Total segment gross margin to Net income (loss) attributable to the Partnership for the periods presented is below (in thousands):

Three months ended September 30,
 
Nine months ended September 30,

2017
 
2016
 
2017
 
2016
Reconciliation of Segment Gross Margin to Net income (loss) attributable to the Partnership:
 
 
 
 
 
 
 
Gas Gathering and Processing Services segment gross margin
$
12,761

 
$
12,627

 
$
36,663

 
$
37,586

Liquid Pipelines and Services segment gross margin
7,808

 
7,600

 
21,209

 
23,829

Natural Gas Transportation Services segment gross margin
5,356

 
3,709

 
17,106

 
13,115

Offshore Pipelines and Services segment gross margin
29,312

 
24,126

 
80,738

 
57,947

Terminalling Services segment gross margin (1)
8,509

 
10,731

 
30,429

 
31,760

Total segment gross margin (non-GAAP)
63,746

 
58,793

 
186,145

 
164,237

Less:
 
 
 
 
 
 
 
Direct operating expenses (1)
17,274

 
14,695

 
47,316

 
45,999

Plus:
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
(597
)
 
324

 
(33
)
 
(1,929
)
Less:
 
 
 
 
 
 
 
Corporate expenses
27,083

 
22,103

 
84,570

 
60,945

Depreciation, amortization and accretion expense
26,781

 
22,668

 
78,834

 
65,937

(Gain) loss on sale of assets, net
(4,061
)
 
36

 
(4,064
)
 
297

Interest expense
17,759

 
5,830

 
51,037

 
24,723

Other (income) expense
(34,085
)
 
1

 
(32,248
)
 
(245
)
Other (income) expense, net
(139
)
 
(1,129
)
 
322

 
(1,773
)
Income tax expense
731

 
401

 
2,611

 
1,839

(Income) loss from discontinued operations, net of tax
(44,696
)
 
2,310

 
(42,185
)
 
(7,532
)
Net income attributable to noncontrolling interests
621

 
1,241

 
3,386

 
2,192

Net income (loss)
$
55,881

 
$
(9,039
)
 
$
(3,467
)
 
$
(30,074
)
_____________________________________
(1)
Direct operating expenses include Gas Gathering and Processing Services segment direct operating expenses of $8.7 million and $7.9 million, Liquid Pipelines and Services segment direct operating expenses of $2.4 million and $2.6 million, Natural Gas Transportation Services segment direct operating expenses of $2.2 million and $1.3 million and Offshore Pipelines and Services segment direct operating expenses of $3.9 million and $2.9 million for the three months ended September 30, 2017 and 2016, respectively. Direct operating expenses related to our Terminalling Services segment of $3.4 million and $2.9 million for the three months ended September 30, 2017 and 2016, respectively, are included within the calculation of Terminalling Services segment gross margin.
Other direct operating expenses include Gas Gathering and Processing Services segment direct operating expenses of $24.8 million and $25.3 million, Liquid Pipelines and Services segment direct operating expenses of $7.1 million and $8.2 million, Natural Gas Transportation Services segment direct operating expenses of $5.4 million and $4.5 million, and Offshore Pipelines and Services segment direct operating expenses of $10.0 million and $8.0 million for the nine months ended September 30, 2017 and 2016, respectively. Direct operating expenses related to our Terminalling Services segment of $9.5 million and $7.9 million for the nine months ended September 30, 2017 and 2016, respectively, are included within the calculation of Terminalling Services segment gross margin.


The following tables set forth our segment information for the three and nine months ended September 30, 2017 and 2016 (in thousands):
 
Three months ended September 30, 2017
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
Total
Revenue
$
37,287

 
$
87,022

 
$
11,131

 
$
14,360

 
$
13,087

 
$
162,887

Gain (loss) on commodity derivatives, net
(65
)
 
(532
)
 
—

 
—

 
—

 
(597
)
Total revenue
37,222

 
86,490

 
11,131

 
14,360

 
13,087

 
162,290

Earnings in unconsolidated affiliates
—

 
1,317

 
—

 
15,510

 
—

 
16,827

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
24,492

 
80,510

 
5,692

 
558

 
1,146

 
112,398

Direct operating expenses
8,655

 
2,438

 
2,240

 
3,940

 
3,432

 
20,705

Corporate expenses
 
 
 
 
 
 
 
 
 
 
27,083

Depreciation, amortization and accretion expense
 
 
 
 
 
 
 
 
 
 
26,781

Gain on sale of assets, net
 
 
 
 
 
 
 
 
 
 
(4,061
)
Total operating expenses
 
 
 
 
 
 
 
 
 
 
182,906

Interest expense
 
 
 
 
 
 
 
 
 
 
17,759

Other income
 
 
 
 
 
 
 
 
 
 
(34,085
)
Income from continuing operations before income taxes
 
 
 
 
 
 
 
 
 
 
12,537

Income tax expense
 
 
 
 
 
 
 
 
 
 
731

Income from continuing operations
 
 
 
 
 
 
 
 
 
 
11,806

Income from discontinued operations, including gain on disposition (Note 4)
 
 
 
 
 
 
 
 
 
 
44,696

Net income
 
 
 
 
 
 
 
 
 
 
56,502

Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
 
 
 
 
621

Net income attributable to the Partnership
 
 
 
 
 
 
 
 
 
 
$
55,881

 
 
 
 
 
 
 
 
 
 
 
 
Segment gross margin
$
12,761

 
$
7,808

 
$
5,356

 
$
29,312

 
$
8,509

 


 
Three months ended September 30, 2016
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
 
Total
Revenue
$
31,650

 
$
87,898

 
$
10,709

 
$
14,879

 
$
14,443

 
 
$
159,579

Gain (loss) on commodity derivatives, net
149

 
177

 
—

 
(2
)
 
—

—

 
324

Total revenue
31,799

 
88,075

 
10,709

 
14,877

 
14,443

 
 
159,903

Earnings in unconsolidated affiliates
(1
)
 
650

 
—

 
9,819

 
—

 
 
10,468

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
18,477

 
80,372

 
6,994

 
570

 
836

 
 
107,249

Direct operating expenses
7,856

 
2,617

 
1,324

 
2,898

 
2,876

 
 
17,571

Corporate expenses
 
 
 
 
 
 
 
 
 
 
 
22,103

Depreciation, amortization and accretion expense
 
 
 
 
 
 
 
 
 
 
 
22,668

Loss on sale of assets, net
 
 
 
 
 
 
 
 
 
 
 
36

Total operating expenses
 
 
 
 
 
 
 
 
 
 
 
169,627

Interest expense
 
 
 
 
 
 
 
 
 
 
 
5,830

Other expense
 
 
 
 
 
 
 
 
 
 
 
1

Loss from continuing operations before income taxes
 
 
 
 
 
 
 
 
 
 
 
(5,087
)
Income tax expense
 
 
 
 
 
 
 
 
 
 
 
401

Loss from continuing operations
 
 
 
 
 
 
 
 
 
 
 
(5,488
)
Loss from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
(2,310
)
Net loss
 
 
 
 
 
 
 
 
 
 
 
(7,798
)
Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
 
 
 
 
 
1,241

Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
 
 
 
$
(9,039
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment gross margin
$
12,627

 
$
7,600

 
$
3,709

 
$
24,126

 
$
10,731

 
 




 
Nine months ended September 30, 2017
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
Total
Revenue
$
111,001

 
$
253,590

 
$
34,966

 
$
41,330

 
$
47,544

 
$
488,431

Gain (loss) on commodity derivatives, net
(170
)
 
137

 
—

 
—

 
—

 
(33
)
Total revenue
110,831

 
253,727

 
34,966

 
41,330

 
47,544

 
488,398

Earnings in unconsolidated affiliates
—

 
3,886

 
—

 
45,895

 
—

 
49,781

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
74,261

 
236,896

 
17,630

 
6,487

 
7,612

 
342,886

Direct operating expenses
24,766

 
7,137

 
5,403

 
10,010

 
9,503

 
56,819

Corporate expenses
 
 
 
 
 
 
 
 
 
 
84,570

Depreciation, amortization and accretion expense
 
 
 
 
 
 
 
 
 
 
78,834

Gain on sale of assets, net
 
 
 
 
 
 
 
 
 
 
(4,064
)
Total operating expenses
 
 
 
 
 
 
 
 
 
 
559,045

Interest expense
 
 
 
 
 
 
 
 
 
 
51,037

Other income
 
 
 
 
 
 
 
 
 
 
(32,248
)
Loss from continuing operations before income taxes
 
 
 
 
 
 
 
 
 
 
(39,655
)
Income tax expense
 
 
 
 
 
 
 
 
 
 
2,611

Loss from continuing operations
 
 
 
 
 
 
 
 
 
 
(42,266
)
Income from discontinued operations, including gain on disposition (Note 4)
 
 
 
 
 
 
 
 
 
 
42,185

Net loss
 
 
 
 
 
 
 
 
 
 
(81
)
Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
 
 
 
 
3,386

Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
 
 
$
(3,467
)
 
 
 
 
 
 
 
 
 
 
 
 
Segment gross margin
$
36,663

 
$
21,209

 
$
17,106

 
$
80,738

 
$
30,429

 

 
Nine months ended September 30, 2016
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
Total
Revenue
$
85,655

 
$
221,866

 
$
28,383

 
$
32,526

 
$
46,652

 
$
415,082

Gain (loss) on commodity derivatives, net
(716
)
 
(772
)
 
—

 
(5
)
 
(436
)
 
(1,929
)
Total revenue
84,939

 
221,094

 
28,383

 
32,521

 
46,216

 
413,153

Earnings in unconsolidated affiliates
—

 
1,658

 
—

 
27,855

 
—

 
29,513

 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
47,344

 
199,111

 
15,245

 
2,429

 
6,583

 
270,712

Direct operating expenses
25,344

 
8,186

 
4,515

 
7,954

 
7,873

 
53,872

Corporate expenses
 
 
 
 
 
 
 
 
 
 
60,945

Depreciation, amortization and accretion expense
 
 
 
 
 
 
 
 
 
 
65,937

Loss on sale of assets, net
 
 
 
 
 
 
 
 
 
 
297

Total operating expenses
 
 
 
 
 
 
 
 
 
 
451,763

Interest expense
 
 
 
 
 
 
 
 
 
 
24,723

Other income
 
 
 
 
 
 
 
 
 
 
(245
)
Loss from continuing operations before income taxes
 
 
 
 
 
 
 
 
 
 
(33,575
)
Income tax expense
 
 
 
 
 
 
 
 
 
 
1,839

Loss from continuing operations
 
 
 
 
 
 
 
 
 
 
(35,414
)
Income from discontinued operations
 
 
 
 
 
 
 
 
 
 
7,532

Net loss
 
 
 
 
 
 
 
 
 
 
(27,882
)
Less: Net income attributable to non-controlling interests
 
 
 
 
 
 
 
 
 
 
2,192

Net loss attributable to the Partnership
 
 
 
 
 
 
 
 
 
 
$
(30,074
)
 
 
 
 
 
 
 
 
 
 
 
 
Segment gross margin
$
37,586

 
$
23,829

 
$
13,115

 
$
57,947

 
$
31,760

 



A reconciliation of total assets by segment to the amounts included in the condensed consolidated balance sheets follows:
 
September 30,
 
December 31,
 
2017
 
2016
Segment assets:
 
 
 
Gas Gathering and Processing Services
$
416,498

 
$
530,889

Liquid Pipelines and Services
443,771

 
425,389

Offshore Pipelines and Services
544,895

 
400,193

Natural Gas Transportation Services
172,813

 
221,604

Terminalling Services 
256,922

 
299,534

Other (1)
188,308

 
334,953

Discontinued Operations
—

 
136,759

Total Assets
$
2,023,207

 
$
2,349,321

_____________________________________
(1) Other assets not allocable to segments consist of corporate leasehold improvements and other miscellaneous assets.

Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $)
In Millions, except Share data in Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2017
segments
Dec. 31, 2016
Sep. 30, 2017
Senior Notes [Member]
8.50% Senior Notes [Member]
Mar. 8, 2017
Senior Notes [Member]
8.50% Senior Notes [Member]
Dec. 31, 2016
Senior Notes [Member]
8.50% Senior Notes [Member]
Dec. 28, 2016
Senior Notes [Member]
8.50% Senior Notes [Member]
Mar. 8, 2017
JPE Energy Partners [Member]
Mar. 8, 2017
JPE Energy Partners [Member]
Affiliated Entity [Member]
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
 
 
 
 
 
 
 
Number of reportable segments
5 
 
 
 
 
 
 
 
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
General partners' capital account, percentage
77.00% 
 
 
 
 
 
 
 
Limited partners' capital account, percentage
23.00% 
 
 
 
 
 
 
 
General partner interest, units issued (in shares)
 
 
 
 
 
 
20,200 
9,800 
Debt instrument, interest rate, stated percentage
 
 
8.50% 
8.50% 
8.50% 
8.50% 
 
 
Allowance for doubtful accounts receivable
$ 0.1 
$ 0.6 
 
 
 
 
 
 
Acquisitions (JP Energy Partners LP Narrative) (Details)
In Thousands, unless otherwise specified
0 Months Ended
Mar. 8, 2017
Affiliated Holders [Member]
 
Business Acquisition [Line Items]
 
Merger agreement, conversion ratio
0.5775 
Public Unit Consideration [Member]
 
Business Acquisition [Line Items]
 
Merger agreement, conversion ratio
0.5225 
General Partner [Member]
 
Business Acquisition [Line Items]
 
General partner interest, units issued (in shares)
20,200 
Affiliated Entity [Member] |
General Partner [Member]
 
Business Acquisition [Line Items]
 
General partner interest, units issued (in shares)
9,800 
Acquisitions (Viosca Knoll Narrative) (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended 3 Months Ended
Jun. 2, 2017
Viosca Knoll [Member]
Sep. 30, 2017
Viosca Knoll [Member]
Jun. 2, 2017
Viosca Knoll [Member]
Aug. 8, 2017
AmPan [Member]
Business Acquisition [Line Items]
 
 
 
 
Equity interests acquired (percent)
 
 
100.00% 
100.00% 
Total consideration upon acquisition
$ 32.0 
 
 
 
Reclassification to Property, plant and equipment
 
3.3 
 
 
Reclassification from Intangibles
 
$ 3.4 
 
 
Acquisitions (Allocation of Viosca Knoll Purchase Price) (Details) (Viosca Knoll [Member], USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Business Acquisition [Line Items]
 
Total property, plant and equipment
$ 32,286 
Liability
(286)
Total cash consideration
32,000 
Pipelines and right-of-way [Member]
 
Business Acquisition [Line Items]
 
Total property, plant and equipment
13,433 
Equipment [Member]
 
Business Acquisition [Line Items]
 
Total property, plant and equipment
$ 18,853 
Acquisitions (Acquisition of Panther) (Details) (USD $)
9 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2017
Aug. 8, 2017
Panther Asset Management LLC (Panther) [Member]
mi
Aug. 8, 2017
Panther Asset Management LLC (Panther) [Member]
Aug. 8, 2017
MPOG [Member]
Aug. 8, 2017
MPOG [Member]
Aug. 8, 2017
AmPan [Member]
Aug. 8, 2017
AmPan [Member]
Aug. 8, 2017
Matagorda System [Member]
Sep. 30, 2017
Noncontrolling Interest [Member]
Aug. 8, 2017
Noncontrolling Interest [Member]
AmPan [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
Equity interests acquired (percent)
 
 
100.00% 
 
 
 
100.00% 
 
 
 
Total consideration upon acquisition
 
$ 57,200,000 
 
 
 
 
 
 
 
 
Cash payment made to acquire business
 
39,100,000 
 
 
 
 
 
 
 
 
Value of partnership interest issued
 
 
12,500,000 
 
 
 
 
 
 
 
Length of pipeline
 
1,000 
 
 
 
 
 
 
 
 
Current ownership interest (percent)
 
 
 
 
100.00% 
 
 
 
 
 
Fair value remeasurement gain (loss)
 
 
 
32,300,000 
 
 
 
 
 
 
Acquisition of noncontrolling interest
$ 28,298,000 
 
 
 
 
$ 28,300,000 
 
 
$ 4,645,000 
$ 4,600,000 
Ownership interest acquired (percent)
 
 
 
 
 
 
 
50.00% 
 
 
Acquisitions (Panther Purchase Price Allocation) (Details) (Panther Asset Management LLC (Panther) [Member], USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Panther Asset Management LLC (Panther) [Member]
 
Business Acquisition [Line Items]
 
Fair value of acquired noncontrolling interest
$ 28,298 
Total property, plant and equipment
16,870 
Intangible assets
9,989 
Net working capital, net of cash acquired
2,410 
Other
2,975 
Asset retirement obligation
(3,367)
Total cash consideration
$ 57,175 
Discontinued Operations (Narrative) (Details) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended
Sep. 1, 2017
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Sep. 1, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
Proceeds from sale of business and assets, net of cash on hand
 
 
 
$ 167,979,000 
$ 11,761,000 
 
Closing adjustments
 
 
 
2,500,000 
 
 
Income (loss) from discontinued operations, including net gain on disposition of $46.5 million (Note 4)
 
44,696,000 
(2,310,000)
42,185,000 
7,532,000 
 
Propane Marketing Services [Member] |
Discontinued Operations, Disposed of by Sale [Member]
 
 
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
Percentage of assets divested (percent)
 
 
 
 
 
100.00% 
Proceeds from sale of business and assets, net of cash on hand
170,000,000 
 
 
 
 
 
Gain on sale of Propane business
46,500,000 
 
 
 
 
 
Closing adjustments
2,500,000 
 
 
 
 
 
Income (loss) from discontinued operations, including net gain on disposition of $46.5 million (Note 4)
 
(1,849,000)
(2,310,000)
(4,360,000)
8,071,000 
 
Income tax
 
15,000 
0 
59,000 
(2,000)
 
Partnership’s income (loss) from discontinued operations
 
$ 44,696,000 
$ (2,310,000)
$ 42,185,000 
$ 8,071,000 
 
Propane Business [Member] |
Propane Marketing Services [Member] |
Discontinued Operations, Disposed of by Sale [Member]
 
 
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
Number of service locations divested
40 
 
 
 
 
40 
Discontinued Operations (Condensed Balance Sheets) (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Current assets of discontinued operations
$ 0 
$ 22,727 
Total noncurrent assets of discontinued operations
0 
114,032 
Current liabilities of discontinued operations
0 
14,319 
Propane Marketing Services [Member] |
Discontinued Operations, Disposed of by Sale [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Current assets of discontinued operations
 
22,727 
Total noncurrent assets of discontinued operations
 
114,032 
Total assets of discontinued operations
 
136,759 
Current liabilities of discontinued operations
 
14,319 
Other long-term liabilities of discontinued operations
 
172 
Total liabilities of discontinued operations
 
$ 14,491 
Discontinued Operations (Condensed Statements of Operations) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Income (loss) from discontinued operations
$ 44,696 
$ (2,310)
$ 42,185 
$ 7,532 
Gain from the sale of discontinued operations
44,696 
(2,310)
42,185 
7,532 
Propane Marketing Services [Member] |
Discontinued Operations, Disposed of by Sale [Member]
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Total revenue
20,458 
27,756 
87,615 
103,718 
Total operating expenses
22,489 
30,158 
92,196 
96,003 
Income (loss) from discontinued operations before taxes
(1,834)
(2,310)
(4,301)
8,069 
Income tax benefit (expense)
(15)
0 
(59)
2 
Income (loss) from discontinued operations
(1,849)
(2,310)
(4,360)
8,071 
Gain from the sale of discontinued operations
46,545 
0 
46,545 
0 
Partnership’s income (loss) from discontinued operations, including gain on sale.
44,696 
(2,310)
42,185 
8,071 
Mid Continent Business [Member] |
Discontinued Operations, Disposed of by Sale [Member]
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Total revenue
 
 
 
11,500 
Total operating expenses
 
 
 
12,000 
Income (loss) from discontinued operations
 
 
 
$ 500 
Discontinued Operations (Other Selected Financial Information) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Other operating and investing non-cash items related to discontinued operations:
 
 
 
 
(Gain) loss on sales of assets, net
$ 118 
$ 725 
$ (55)
$ 2,064 
Unrealized (gain) loss on derivatives contracts, net
(526)
106 
530 
(628)
Propane Marketing Services [Member] |
Discontinued Operations, Disposed of by Sale [Member]
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Depreciation and amortization
2,355 
3,850 
9,823 
12,020 
Capital expenditures
$ 722 
$ 1,483 
$ 3,143 
$ 3,451 
Inventory (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Inventory Disclosure [Abstract]
 
 
Crude oil
$ 4,565 
$ 1,216 
NGLs
232 
288 
Refined products
674 
0 
Materials, supplies and equipment
499 
486 
Total inventory
$ 5,970 
$ 1,990 
Other Current Assets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
 
 
Prepaid insurance
$ 1,428 
$ 9,702 
Insurance receivables
3,728 
1,624 
Due from related parties
5,062 
4,833 
Other receivables
2,768 
2,997 
Risk management assets
1,827 
469 
Other assets
2,331 
5,891 
Total other current assets
$ 17,144 
$ 25,516 
Risk Management Activities (Interest Rate Swaps) (Details) (Interest Rate Swap [Member], USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Notional Amount
$ 650.0 
$ 650.0 
Risk Management Activities (Narrative) (Details) (Weather Contract [Member], USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Weather Contract [Member]
 
 
 
 
Derivative [Line Items]
 
 
 
 
Potential proceeds from derivative contract
$ 30.0 
 
 
 
Payment for weather derivative premium
 
1.1 
1.0 
 
Term of contract
 
1 year 
 
 
Debt instrument, unamortized premium
$ 0.8 
$ 0.8 
 
$ 0.4 
Risk Management Activities (Fair Value of Commodity Derivatives) (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Derivative Asset [Abstract]
 
 
Gross Risk Management Position
$ 9,639 
$ 11,169 
Netting Adjustments
(267)
(73)
Net Risk Management Position
9,372 
11,096 
Derivative Liability [Abstract]
 
 
Gross Risk Management Position
(653)
(254)
Netting Adjustments
267 
73 
Net Risk Management Position
(386)
(181)
Other Current Assets [Member] |
Commodity derivatives [Member]
 
 
Derivative Asset [Abstract]
 
 
Gross Risk Management Position
267 
112 
Derivative Liability [Abstract]
 
 
Gross Risk Management Position
0 
0 
Other Current Assets [Member] |
Interest Rate Swap [Member]
 
 
Derivative Asset [Abstract]
 
 
Gross Risk Management Position
1,041 
 
Other Current Assets [Member] |
Weather Derivative [Member]
 
 
Derivative Asset [Abstract]
 
 
Gross Risk Management Position
786 
429 
Derivative Liability [Abstract]
 
 
Gross Risk Management Position
0 
0 
Accrued Expenses and Other Liabilities [Member] |
Commodity derivatives [Member]
 
 
Derivative Asset [Abstract]
 
 
Gross Risk Management Position
0 
0 
Derivative Liability [Abstract]
 
 
Gross Risk Management Position
(653)
(1)
Accrued Expenses and Other Liabilities [Member] |
Interest Rate Swap [Member]
 
 
Derivative Asset [Abstract]
 
 
Gross Risk Management Position
0 
0 
Derivative Liability [Abstract]
 
 
Gross Risk Management Position
0 
(252)
Risk Management Assets [Member]
 
 
Derivative Asset [Abstract]
 
 
Gross Risk Management Position
2,094 
541 
Netting Adjustments
(267)
(72)
Net Risk Management Position
1,827 
469 
Risk Management Assets - Long Term [Member]
 
 
Derivative Asset [Abstract]
 
 
Gross Risk Management Position
7,545 
10,628 
Netting Adjustments
0 
(1)
Net Risk Management Position
7,545 
10,627 
Risk Management Assets - Long Term [Member] |
Interest Rate Swap [Member]
 
 
Derivative Asset [Abstract]
 
 
Gross Risk Management Position
7,545 
10,628 
Derivative Liability [Abstract]
 
 
Gross Risk Management Position
0 
0 
Other Liabilities [Member] |
Commodity derivatives [Member]
 
 
Derivative Asset [Abstract]
 
 
Gross Risk Management Position
0 
0 
Derivative Liability [Abstract]
 
 
Gross Risk Management Position
0 
(1)
Risk Management Liabilities [Member]
 
 
Derivative Liability [Abstract]
 
 
Gross Risk Management Position
(653)
(253)
Netting Adjustments
267 
72 
Net Risk Management Position
(386)
(181)
Risk Management Liabilities - Long Term [Member]
 
 
Derivative Liability [Abstract]
 
 
Gross Risk Management Position
0 
(1)
Netting Adjustments
0 
1 
Net Risk Management Position
$ 0 
$ 0 
Risk Management Activities (Realized and Unrealized Gains (Losses)) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (loss) on commodity derivatives, net
$ (597)
$ 324 
$ (33)
$ (1,929)
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (loss) on commodity derivatives, net
(278)
(1,074)
(307)
(2,246)
Unrealized gain (loss) on derivatives
(325)
3,175 
(2,288)
(2,431)
Commodity derivatives [Member] |
Gain (Loss) on Derivative Instruments [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (loss) on commodity derivatives, net
(51)
(742)
465 
(1,432)
Unrealized gain (loss) on derivatives
(546)
1,066 
(498)
(497)
Commodity derivatives [Member] |
Interest Expense [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (loss) on commodity derivatives, net
51 
(75)
(19)
(106)
Unrealized gain (loss) on derivatives
221 
2,109 
(1,790)
(1,934)
Commodity derivatives [Member] |
Direct operating expenses [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (loss) on commodity derivatives, net
(278)
(257)
(753)
(708)
Unrealized gain (loss) on derivatives
$ 0 
$ 0 
$ 0 
$ 0 
Property, Plant and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Sep. 30, 2017
Land [Member]
Dec. 31, 2016
Land [Member]
Sep. 30, 2017
Construction in progress [Member]
Dec. 31, 2016
Construction in progress [Member]
Sep. 30, 2017
Buildings and improvements [Member]
Dec. 31, 2016
Buildings and improvements [Member]
Sep. 30, 2017
Transportation equipment [Member]
Dec. 31, 2016
Transportation equipment [Member]
Sep. 30, 2017
Processing and treating plants [Member]
Dec. 31, 2016
Processing and treating plants [Member]
Sep. 30, 2017
Pipelines, compressors and right-of-way [Member]
Dec. 31, 2016
Pipelines, compressors and right-of-way [Member]
Sep. 30, 2017
Storage [Member]
Dec. 31, 2016
Storage [Member]
Sep. 30, 2017
Equipment [Member]
Dec. 31, 2016
Equipment [Member]
Sep. 30, 2017
Minimum [Member]
Buildings and improvements [Member]
Sep. 30, 2017
Minimum [Member]
Transportation equipment [Member]
Sep. 30, 2017
Minimum [Member]
Processing and treating plants [Member]
Sep. 30, 2017
Minimum [Member]
Pipelines, compressors and right-of-way [Member]
Sep. 30, 2017
Minimum [Member]
Storage [Member]
Sep. 30, 2017
Minimum [Member]
Equipment [Member]
Sep. 30, 2017
Maximum [Member]
Buildings and improvements [Member]
Sep. 30, 2017
Maximum [Member]
Transportation equipment [Member]
Sep. 30, 2017
Maximum [Member]
Processing and treating plants [Member]
Sep. 30, 2017
Maximum [Member]
Pipelines, compressors and right-of-way [Member]
Sep. 30, 2017
Maximum [Member]
Storage [Member]
Sep. 30, 2017
Maximum [Member]
Equipment [Member]
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment in useful life
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4 years 
5 years 
8 years 
3 years 
20 years 
3 years 
40 years 
15 years 
40 years 
40 years 
40 years 
31 years 
Property plant and equipment gross
$ 1,461,476 
$ 1,331,330 
$ 18,440 
$ 18,861 
$ 81,133 
$ 128,519 
$ 13,782 
$ 13,762 
$ 22,743 
$ 20,010 
$ 141,334 
$ 120,977 
$ 958,004 
$ 804,815 
$ 146,473 
$ 146,408 
$ 79,567 
$ 77,978 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated depreciation
(320,650)
(264,722)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$ 1,140,826 
$ 1,066,608 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, Plant and Equipment (Narrative) (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Property, Plant and Equipment [Line Items]
 
 
 
 
 
Property plant and equipment gross
$ 1,461,476,000 
 
$ 1,461,476,000 
 
$ 1,331,330,000 
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment
320,650,000 
 
320,650,000 
 
264,722,000 
Depreciation
20,100,000 
17,800,000 
56,900,000 
51,600,000 
 
Interest costs capitalized
500,000 
700,000 
2,000,000 
1,700,000 
 
FERC Regulated Assets [Member]
 
 
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
 
 
Property plant and equipment gross
314,800,000 
 
314,800,000 
 
291,100,000 
Processing And Treating Plants [Member]
 
 
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
 
 
Property plant and equipment gross
141,334,000 
 
141,334,000 
 
120,977,000 
Pipelines [Member]
 
 
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
 
 
Property plant and equipment gross
$ 958,004,000 
 
$ 958,004,000 
 
$ 804,815,000 
Goodwill and Intangible Assets (Schedule of Goodwill) (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Goodwill [Line Items]
 
 
Goodwill
$ 202,135 
$ 202,135 
Liquid Pipelines and Services [Member]
 
 
Goodwill [Line Items]
 
 
Goodwill
113,671 
113,671 
Terminalling Services [Member]
 
 
Goodwill [Line Items]
 
 
Goodwill
$ 88,464 
$ 88,464 
Goodwill and Intangible Assets Goodwill and Intangible Assets (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
Amortization of intangible assets
$ 5.1 
$ 4.4 
$ 20.6 
$ 13.3 
Minimum [Member]
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
Finite-Lived intangible asset, useful life
 
 
5 years 0 months 0 days 
 
Maximum [Member]
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
Finite-Lived intangible asset, useful life
 
 
44 years 
 
Goodwill and Intangible Assets Schedule of Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
 
 
Customer relationships
$ 277,534 
$ 267,604 
Finite-Lived Intangible Assets, Accumulated Amortization
(83,078)
(62,533)
Finite-Lived Intangible Assets, Net
194,456 
205,071 
Customer Relationships [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Customer relationships
116,345 
106,417 
Finite-Lived Intangible Assets, Accumulated Amortization
(28,088)
(23,245)
Finite-Lived Intangible Assets, Net
88,257 
83,172 
Customer Contracts [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Customer relationships
94,693 
94,692 
Finite-Lived Intangible Assets, Accumulated Amortization
(46,927)
(33,228)
Finite-Lived Intangible Assets, Net
47,766 
61,464 
Dedicated Acreage [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Customer relationships
53,350 
53,350 
Finite-Lived Intangible Assets, Accumulated Amortization
(5,773)
(4,439)
Finite-Lived Intangible Assets, Net
47,577 
48,911 
Collaborative Arrangement [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Customer relationships
11,884 
11,884 
Finite-Lived Intangible Assets, Accumulated Amortization
(1,203)
(601)
Finite-Lived Intangible Assets, Net
10,681 
11,283 
Noncompete Agreements [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Customer relationships
1,064 
1,063 
Finite-Lived Intangible Assets, Accumulated Amortization
(1,064)
(1,000)
Finite-Lived Intangible Assets, Net
0 
63 
Other Intangible Assets [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Customer relationships
198 
198 
Finite-Lived Intangible Assets, Accumulated Amortization
(23)
(20)
Finite-Lived Intangible Assets, Net
$ 175 
$ 178 
Investment in Unconsolidated Affiliates - Narrative (Details) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Aug. 8, 2017
Cayenne JV [Member]
Sep. 30, 2017
Cayenne JV [Member]
Sep. 29, 2017
Delta House [Member]
Sep. 30, 2017
Delta House [Member]
Sep. 30, 2017
Delta House [Member]
Sep. 29, 2017
Delta House [Member]
Aug. 8, 2017
Targa Midstream Services, LLC (Targa) [Member]
Cayenne JV [Member]
Sep. 29, 2017
Arclight [Member]
Delta House [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from sale of interest
 
 
 
 
 
$ 5,000,000 
 
 
 
 
 
 
 
Ownership interest sold (percent)
 
 
 
 
 
 
 
 
 
 
 
50.00% 
 
Economic interest (percent)
 
 
 
 
 
50.00% 
 
 
 
 
 
 
 
Voting rights (percent)
 
 
 
 
 
50.00% 
 
 
 
 
 
 
 
Equity interests acquired (percent)
 
 
 
 
 
 
 
 
 
 
15.50% 
 
 
Consideration paid to acquire interest in joint venture
 
 
 
 
 
 
 
125,400,000 
 
 
 
 
 
Ownership interest acquired (percent)
 
 
 
 
 
 
50.00% 
 
 
 
35.70% 
 
23.30% 
Investments in unconsolidated affiliates
334,026,000 
 
334,026,000 
 
291,987,000 
 
 
 
 
 
49,800,000 
 
 
General partner's distribution
 
 
94,120,000 
103,771,000 
 
 
 
75,600,000 
 
 
 
 
 
Earnings in unconsolidated affiliates
16,827,000 
10,468,000 
49,781,000 
29,513,000 
 
 
45,000 
 
12,500,000 
34,600,000 
 
 
 
Distributions from unconsolidated affiliates
 
 
$ 49,781,000 
$ 29,513,000 
 
 
 
 
$ 10,300,000 
$ 26,200,000 
 
 
 
Investment in Unconsolidated Affiliates Partnership's Equity Investments (Details) (USD $)
3 Months Ended 9 Months Ended 9 Months Ended 9 Months Ended 9 Months Ended 9 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
FPS [Member]
Dec. 31, 2016
FPS [Member]
Sep. 30, 2017
OGL [Member]
Dec. 31, 2016
OGL [Member]
Sep. 30, 2017
Destin [Member]
Sep. 30, 2017
Tri-State [Member]
Dec. 31, 2016
Tri-State [Member]
Sep. 30, 2017
Okeanos [Member]
Dec. 31, 2016
Okeanos [Member]
Sep. 30, 2017
Wilprise [Member]
Dec. 31, 2016
Wilprise [Member]
Sep. 30, 2017
MPOG [Member]
Dec. 31, 2016
MPOG [Member]
Aug. 8, 2017
Cayenne JV [Member]
Sep. 30, 2017
Cayenne JV [Member]
Aug. 8, 2017
Targa Midstream Services, LLC (Targa) [Member]
Cayenne JV [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from sale of interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 5,000,000 
 
 
Ownership interest sold (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50.00% 
Ownership interest (percent)
 
 
 
 
35.70% 
20.10% 
35.70% 
20.10% 
49.70% 
16.70% 
16.70% 
66.70% 
66.70% 
25.30% 
25.30% 
 
66.70% 
 
50.00% 
 
Investments in and Advances to Affiliates, at Fair Value [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances
 
 
291,987,000 
 
64,483,000 
 
25,450,000 
 
110,882,000 
55,022,000 
 
27,059,000 
 
4,944,000 
 
4,147,000 
 
 
0 
 
Acquisitions
 
 
47,465,000 
 
22,539,000 
 
27,289,000 
 
0 
0 
 
0 
 
0 
 
(2,363,000)
 
 
0 
 
Earnings in unconsolidated affiliates
16,827,000 
10,468,000 
49,781,000 
29,513,000 
23,994,000 
 
10,589,000 
 
6,243,000 
3,394,000 
 
5,706,000 
 
493,000 
 
(683,000)
 
 
45,000 
 
Cash Call For Expansion Projects
 
 
3,770,000 
 
0 
 
0 
 
0 
0 
 
0 
 
0 
 
0 
 
 
3,770,000 
 
Distributions
 
 
(58,977,000)
 
(13,990,000)
 
(12,183,000)
 
(17,334,000)
(4,359,000)
 
(9,333,000)
 
(677,000)
 
(1,101,000)
 
 
0 
 
Balances
$ 334,026,000 
 
$ 334,026,000 
 
$ 97,026,000 
 
$ 51,145,000 
 
$ 99,791,000 
$ 54,057,000 
 
$ 23,432,000 
 
$ 4,760,000 
 
$ 0 
 
 
$ 3,815,000 
 
Investment in Unconsolidated Affiliates Financial Information for the Partnership's Equity Investments - Balance Sheets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Equity Method Investments and Joint Ventures [Abstract]
 
 
Current assets
$ 100,400 
$ 120,167 
Non-current assets
1,294,333 
1,369,492 
Current liabilities
139,217 
133,085 
Non-current liabilities
$ 422,988 
$ 541,312 
Investment in Unconsolidated Affiliates Financial Information for the Partnership's Equity Investments - Statement of Operations (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Equity Method Investments and Joint Ventures [Abstract]
 
 
 
 
Revenue
$ 104,904 
$ 93,440 
$ 304,801 
$ 278,720 
Gross profit
97,636 
83,350 
280,996 
253,447 
Net income
$ 77,238 
$ 62,775 
$ 222,005 
$ 199,591 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Other Liabilities Disclosure [Abstract]
 
 
Accrued interest
$ 9,973 
$ 5,743 
Taxes payable
7,052 
1,186 
Current portion of asset retirement obligation
6,416 
6,499 
Additional Blackwater acquisition consideration
5,000 
5,000 
Due to related parties
5,115 
4,072 
Royalties payable
3,548 
3,926 
Convertible preferred unit distributions
2,871 
7,103 
Legal accrual
2,783 
0 
Capital expenditures
4,032 
14,274 
Accrued operating expenses
2,938 
0 
Gas imbalances payable
1,860 
1,098 
Customer deposits
1,537 
148 
Employee compensation
1,505 
8,438 
Transaction costs
736 
3,000 
Other
12,139 
12,234 
Total accrued expenses and other current liabilities
$ 67,505 
$ 72,721 
Asset Retirement Obligations (Details) (USD $)
9 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
 
 
Non-current balance
$ 44,363,000 
 
Current portion of asset retirement obligation
6,499,000 
 
Balances at December 31, 2016
50,862,000 
 
Additions
6,805,000 
 
Expenditures
(697,000)
 
Accretion expense
1,492,000 
 
Balances at September 30, 2017
58,462,000 
 
Less: current portion
6,416,000 
 
Noncurrent asset retirement obligation
52,046,000 
 
Restricted cash and cash equivalents
$ 5,000,000 
$ 5,000,000 
Debt Obligations (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Sep. 30, 2017
Senior Notes [Member]
8.50% Senior Notes [Member]
Mar. 8, 2017
Senior Notes [Member]
8.50% Senior Notes [Member]
Dec. 31, 2016
Senior Notes [Member]
8.50% Senior Notes [Member]
Dec. 28, 2016
Senior Notes [Member]
8.50% Senior Notes [Member]
Sep. 30, 2017
Senior Notes [Member]
3.77% Senior Notes [Member]
Dec. 31, 2016
Senior Notes [Member]
3.77% Senior Notes [Member]
Sep. 30, 2016
Senior Notes [Member]
3.77% Senior Notes [Member]
Sep. 30, 2017
Other Debt Obligations [Member]
Dec. 31, 2016
Other Debt Obligations [Member]
Sep. 30, 2017
Revolving Credit Facility [Member]
Dec. 31, 2016
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility
$ 709,652 
$ 888,250 
 
 
 
 
 
 
 
 
 
$ 709,652 
$ 888,250 
Long-term
1,068,417 
1,252,012 
300,000 
 
300,000 
 
58,649 
60,000 
 
116 
3,762 
 
 
Unamortized debt issuance costs
(9,338)
(11,036)
 
 
 
 
 
 
 
 
 
 
 
Total debt obligations
1,059,079 
1,240,976 
 
 
 
 
 
 
 
 
 
 
 
Less: current portion
(1,234)
(5,438)
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
$ 1,057,845 
$ 1,235,538 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, interest rate, stated percentage
 
 
8.50% 
8.50% 
8.50% 
8.50% 
3.77% 
3.77% 
3.77% 
 
 
 
 
Debt Obligations (Narrative) (Details) (USD $)
9 Months Ended 0 Months Ended 0 Months Ended 9 Months Ended 9 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Dec. 28, 2016
8.50% Senior Notes [Member]
Senior Notes [Member]
Sep. 30, 2017
8.50% Senior Notes [Member]
Senior Notes [Member]
Mar. 8, 2017
8.50% Senior Notes [Member]
Senior Notes [Member]
Dec. 31, 2016
8.50% Senior Notes [Member]
Senior Notes [Member]
Dec. 28, 2016
8.50% Senior Notes [Member]
Senior Notes [Member]
Sep. 30, 2017
Senior Notes, Due 2021 [Member]
Senior Notes [Member]
Sep. 30, 2017
3.77% Senior Notes [Member]
Senior Notes [Member]
Dec. 31, 2016
3.77% Senior Notes [Member]
Senior Notes [Member]
Sep. 30, 2016
3.77% Senior Notes [Member]
Senior Notes [Member]
Mar. 8, 2017
Revolving Credit Facility [Member]
Sep. 30, 2017
Revolving Credit Facility [Member]
Mar. 8, 2017
Revolving Credit Facility [Member]
Sep. 30, 2016
Revolving Credit Facility [Member]
Apr. 25, 2016
Revolving Credit Facility [Member]
Sep. 30, 2017
Revolving Credit Facility [Member]
Base Rate [Member]
Maximum [Member]
Sep. 30, 2017
Revolving Credit Facility [Member]
Base Rate [Member]
Minimum [Member]
Sep. 30, 2017
Revolving Credit Facility [Member]
Federal Funds [Member]
Sep. 30, 2017
Revolving Credit Facility [Member]
Eurodollar [Member]
Sep. 30, 2017
Revolving Credit Facility [Member]
Eurodollar [Member]
Maximum [Member]
Sep. 30, 2017
Revolving Credit Facility [Member]
Eurodollar [Member]
Minimum [Member]
Sep. 30, 2017
JPE [Member]
Revolving Credit Facility [Member]
Mar. 8, 2017
JPE [Member]
Letter of Credit [Member]
Sep. 30, 2017
JPE [Member]
Letter of Credit [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, current borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 900,000,000 
 
$ 750,000,000 
 
 
 
 
 
 
 
 
 
Line of credit facility, maximum borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,100,000,000.0 
 
 
 
 
 
 
 
 
275,000,000.0 
 
100,000,000.0 
Debt instrument, basis spread on variable rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.25% 
2.00% 
 
 
2.25% 
1.00% 
 
 
 
Debt instrument, interest rate, stated percentage
 
 
 
 
8.50% 
8.50% 
8.50% 
8.50% 
8.50% 
3.77% 
3.77% 
3.77% 
 
 
 
 
 
 
 
0.50% 
1.00% 
 
 
 
 
 
Proceeds from debt issuance
 
 
 
294,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt issuance costs
 
 
 
 
 
 
 
6,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value, debt
 
 
 
 
 
 
 
 
310,200,000 
55,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, unused capacity, commitment fee percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
0.50% 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted consolidated EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
5.00 
5.50 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated secured leverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
3.50 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, interest coverage ratio
 
 
 
 
 
 
 
 
 
 
 
1.20 
 
4.41 
 
 
 
 
 
 
 
 
 
 
 
 
Debt, weighted average interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
4.85% 
 
2.82% 
 
 
 
 
 
 
 
 
 
 
Letters of credit outstanding, amount
33,100,000 
 
7,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated total leverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
4.68 
 
 
 
 
 
 
 
 
 
 
 
 
Interest coverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
2.50 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, face amount
 
 
 
 
 
 
 
300,000,000 
 
 
 
60,000,000.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Repayments of lines of credit
546,408,000 
172,650,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
199,500,000 
 
Other
$ 86,000 
$ (188,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible Preferred Units (Schedule of Convertible Preferred Units) (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
9 Months Ended 9 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Unit Distribution [Member]
Sep. 30, 2017
Series A [Member]
Dec. 31, 2016
Series A [Member]
Apr. 15, 2013
Series A [Member]
Sep. 30, 2017
Series A [Member]
Unit Distribution [Member]
Sep. 30, 2017
Series C [Member]
Dec. 31, 2016
Series C [Member]
Sep. 30, 2017
Series C [Member]
Unit Distribution [Member]
Sep. 30, 2017
Series D [Member]
Dec. 31, 2016
Series D [Member]
Sep. 30, 2017
Series D [Member]
Unit Distribution [Member]
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible preferred units, Beginning Balance, Units
 
 
 
10,536,000 
10,107,000 
5,142,857 
 
8,792,000 
8,792,000 
 
2,333,000 
2,333,000 
 
Paid in kind unit distributions, Units
 
 
 
 
 
 
429,000 
 
 
0 
 
 
0 
Convertible preferred units, Ending Balance, Units
 
 
 
10,536,000 
10,107,000 
5,142,857 
 
8,792,000 
8,792,000 
 
2,333,000 
2,333,000 
 
Convertible preferred units, Beginning Balance, Amount,
$ 334,090 
 
 
$ 188,031 
$ 181,386 
 
 
$ 121,073 
$ 118,229 
 
$ 34,475 
$ 34,475 
 
Paid in kind unit distributions, Amount
94,120 
103,771 
9,489 
 
 
 
6,645 
 
 
2,844 
 
 
0 
Convertible preferred units, Ending Balance, Amount,
$ 343,579 
 
 
$ 188,031 
$ 181,386 
 
 
$ 121,073 
$ 118,229 
 
$ 34,475 
$ 34,475 
 
Convertible Preferred Units (Details) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Apr. 15, 2013
Series A [Member]
Sep. 30, 2017
Series A [Member]
Dec. 31, 2016
Series A [Member]
Jul. 27, 2015
Series A-2 [Member]
Sep. 30, 2017
Series A-2 [Member]
Dec. 31, 2015
Series A-2 [Member]
Jul. 27, 2015
Series A-2 [Member]
Sep. 30, 2017
Series A [Member]
Apr. 15, 2013
Series A [Member]
Apr. 25, 2016
Series C [Member]
Sep. 30, 2017
Series C [Member]
Dec. 31, 2016
Series C [Member]
Apr. 25, 2016
Series C [Member]
Sep. 30, 2017
Series C [Member]
Apr. 25, 2016
Series C [Member]
Sep. 30, 2017
Series D [Member]
Mar. 8, 2017
Series D [Member]
Dec. 31, 2016
Series D [Member]
Oct. 31, 2016
Series D [Member]
Dec. 31, 2015
Series D [Member]
Sep. 30, 2017
Series D [Member]
Apr. 15, 2013
High Point Infrastructure Partners, LLC [Member]
Series A [Member]
Dec. 31, 2015
Magnolia Infrastructure Partners, LLC [Member]
Issuance of Preferred Units [Member]
Series A-2 [Member]
Apr. 25, 2016
ArcLight [Member]
Issuance of Preferred Units [Member]
Series C [Member]
Oct. 26, 2017
Subsequent Event [Member]
Oct. 2, 2017
Subsequent Event [Member]
Series D [Member]
Preferred Units [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sale of units percentage
 
 
 
 
 
90.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 15,000,000 
 
 
 
 
Partners' Capital Account, Units
 
 
 
 
 
5,142,857 
10,536,000 
10,107,000 
 
 
 
 
 
 
 
8,792,000 
8,792,000 
 
8,792,000 
 
2,333,000 
 
2,333,000 
 
 
2,333,000 
 
 
 
 
 
Distribution declared per common unit (in usd per share)
$ 0.4125 1
$ 0.4125 1
$ 1.2375 1
$ 1.2975 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4125 
 
Partners' Capital Account, Units, Sold in Private Placement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,571,430 
8,571,429 
 
 
Proceeds from Issuance of Convertible Preferred Units
 
 
 
 
 
 
 
 
 
 
45,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment options, exercise price (in usd per share)
 
 
 
 
 
 
 
 
$ 17.50 
$ 15.24 
 
 
$ 15.24 
 
$ 14.00 
 
 
 
$ 13.40 
 
 
 
 
 
 
 
 
 
 
 
 
Shares issued upon conversion (in shares)
 
 
 
 
 
 
 
 
 
1.1483 
 
 
1.1483 
 
 
1.0448 
 
1 
1.0448 
1 
1.0035 
 
 
1 
 
1.0035 
 
 
 
 
 
Class of warrant, number of securities called by warrants (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
800,000 
 
800,000 
 
 
 
700,000 
 
 
 
 
 
 
 
Class of warrant, exercise price of warrants (in usd per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 7.25 
 
 
 
 
 
$ 22.00 
 
$ 14.83 
 
 
 
 
 
Call right defined acquisition value
 
 
 
 
 
 
 
 
 
 
 
100,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrant, exercisable period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7 years 
7 years 
 
 
7 years 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of warrant unit (in usd per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 4.41 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expected dividend rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18.00% 
 
 
18.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value assumptions, expected volatility rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
42.00% 
 
 
42.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of warrant
 
 
 
$ 4,481,000 
 
 
 
 
 
 
 
 
 
 
 
$ 4,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Units issued (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,333,333 
 
 
 
 
 
 
 
Shares issued, price per share (in usd per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 15.00 
 
 
 
 
 
 
 
Closing fee percent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.50% 
 
 
 
 
 
 
 
Distribution per unit
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4125 
 
 
 
 
 
 
$ 0.4125 
$ 0.4125 
 
 
$ 0.50 
 
 
 
 
 
 
Preferred, units, outstanding (in shares)
52,740,000 
 
52,740,000 
 
51,351,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,333,333 
 
 
 
 
2,333,333 
 
 
 
 
0 
Partners Capital (Narrative) (Details) (USD $)
9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Class of Stock [Line Items]
 
 
General partner interest
1.30% 
 
Limited partner interests
98.70% 
 
Proceeds from General Partner
$ 42,270,000 
$ 9,401,000 
Additional notional General Partner units (shares)
272,811 
135,813 
Fair value inputs, assumed growth rate (percent)
1.00% 
 
General Partner [Member]
 
 
Class of Stock [Line Items]
 
 
Contributions to maintain ownership percentage
3,900,000 
 
Proceeds from General Partner
$ 38,270,000 
$ 1,901,000 
Minimum [Member]
 
 
Class of Stock [Line Items]
 
 
Fair value input, option value (dollars per unit)
$ 0.88 
 
Fair value inputs, discount rate (percent)
5.80% 
 
Maximum [Member]
 
 
Class of Stock [Line Items]
 
 
Fair value input, option value (dollars per unit)
$ 3.39 
 
Fair value inputs, discount rate (percent)
10.00% 
 
Partners’ Capital Outstanding Units (Details)
9 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Sep. 30, 2017
General Partner [Member]
Long Term Incentive Plan [Member]
Sep. 30, 2017
General Partner [Member]
General Partner Units [Member]
Sep. 30, 2017
General Partner [Member]
Common Units [Member]
Sep. 30, 2017
Limited Partner [Member]
Long Term Incentive Plan [Member]
Sep. 30, 2017
Limited Partner [Member]
General Partner Units [Member]
Sep. 30, 2017
Limited Partner [Member]
Common Units [Member]
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
Balances at December 31, 2016
953,000 
680,000 
 
 
 
 
 
 
Balances at December 31, 2016
52,740,000 
51,351,000 
 
 
 
 
 
 
Partners' Capital Account Increase
 
 
0 
273,000 
0 
460,000 
0 
929,000 
Balances at September 30, 2017
953,000 
680,000 
 
 
 
 
 
 
Balances at September 30, 2017
52,740,000 
51,351,000 
 
 
 
 
 
 
Partners’ Capital Distributions (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
 
 
$ 94,120 
$ 103,771 
Limited Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
 
 
93,144 
96,134 
General Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
 
 
976 
7,637 
Paid In-kind Unit [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
1,924 
3,100 
6,838 
7,571 
Paid In-kind Unit [Member] |
Series A [Member] |
Preferred Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
1,924 
2,152 
6,838 
6,623 
Paid In-kind Unit [Member] |
Series C [Member] |
Preferred Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
0 
948 
0 
948 
Paid [Member] |
Paid / Accrued [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
28,357 
28,799 
88,851 
82,782 
Paid [Member] |
Paid / Accrued [Member] |
Limited Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
21,345 
24,874 
67,648 
76,656 
Paid [Member] |
Paid / Accrued [Member] |
General Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
277 
174 
645 
2,375 
Paid [Member] |
Paid / Accrued [Member] |
Series A [Member] |
Preferred Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
2,145 
2,449 
6,790 
2,449 
Paid [Member] |
Paid / Accrued [Member] |
Series C [Member] |
Preferred Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
3,627 
1,302 
10,880 
1,302 
Paid [Member] |
Paid / Accrued [Member] |
Series D [Member] |
Preferred Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
963 
0 
2,888 
0 
Accrued [Member] |
General Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
287 
174 
763 
2,375 
Accrued [Member] |
Paid / Accrued [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
8,255 
8,417 
8,255 
8,417 
Accrued [Member] |
Paid / Accrued [Member] |
Series A [Member] |
Preferred Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
4,105 
4,806 
4,105 
4,806 
Accrued [Member] |
Paid / Accrued [Member] |
Series C [Member] |
Preferred Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
4,150 
3,611 
4,150 
3,611 
Accrued [Member] |
Paid / Accrued [Member] |
Series D [Member] |
Preferred Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
General partner's distribution
$ 0 
$ 0 
$ 0 
$ 0 
Net Loss per Limited Partner Unit Net Loss per Limited Partner Unit (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Net loss
$ 11,806 
$ (5,488)
$ (42,266)
$ (35,414)
Less: Net income attributable to noncontrolling interests
621 
1,241 
3,386 
2,192 
Net income (loss) from continuing operations attributable to the Partnership
11,185 
(6,729)
(45,652)
(37,606)
General partner's distribution
 
 
94,120 
103,771 
General partner’s share in undistributed loss
(210)
(375)
(1,729)
(1,334)
Net loss from continuing operations available to Limited Partners
2,853 
(14,945)
(70,486)
(58,386)
Net loss from discontinued operations available to Limited Partners
44,696 
(2,310)
42,185 
7,532 
Net loss available to Limited Partners
47,549 
(17,255)
(28,301)
(50,854)
Weighted average number of common units outstanding: basic and diluted (shares)
52,021 
51,310 
52,021 
51,310 
Limited Partners' net income (loss) from continuing operations per unit (in usd per unit)
$ 0.05 
$ (0.29)
$ (1.35)
$ (1.14)
Limited Partners' net income (loss) from discontinued operations per unit (in usd per unit)
$ 0.86 
$ (0.05)
$ 0.81 
$ 0.15 
Limited Partners' net loss per common unit (in usd per share)
$ 0.91 
$ (0.34)
$ (0.54)
$ (0.99)
Series A [Member]
 
 
 
 
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Distributions
4,105 
4,806 
12,472 
13,879 
Series C [Member]
 
 
 
 
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Distributions
4,150 
3,611 
11,403 
5,860 
Series D [Member]
 
 
 
 
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Distributions
0 
0 
1,925 
0 
General Partner [Member]
 
 
 
 
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
General partner's distribution
 
 
976 
7,637 
General Partner [Member] |
Accrued [Member]
 
 
 
 
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
General partner's distribution
$ 287 
$ 174 
$ 763 
$ 2,375 
Long Term Incentive Plan (Narrative) (Details) (USD $)
9 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 1 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Parent [Member]
Sep. 30, 2016
Parent [Member]
Sep. 30, 2017
Parent [Member]
Sep. 30, 2016
Parent [Member]
Mar. 9, 2017
Long Term Incentive Plan [Member]
Nov. 19, 2015
Long Term Incentive Plan [Member]
Sep. 30, 2017
Long Term Incentive Plan [Member]
Sep. 30, 2016
Long Term Incentive Plan [Member]
Dec. 31, 2015
Long Term Incentive Plan [Member]
Phantom Share Units (PSUs) [Member]
Sep. 30, 2017
Long Term Incentive Plan [Member]
Minimum [Member]
Phantom Share Units (PSUs) [Member]
Sep. 30, 2017
Long Term Incentive Plan [Member]
Maximum [Member]
Phantom Share Units (PSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional number of common units authorized for issuance (shares)
 
 
 
 
 
 
312,716 
6,000,000 
 
 
 
 
 
Award vesting period
 
 
 
 
 
 
 
 
 
 
3 years 
3 years 
4 years 
Granted (in shares)
 
 
 
 
 
 
 
 
 
 
200,000 
 
 
Equity compensation expense
$ 6,067,000 
$ 4,285,000 
$ 800,000 
$ 1,800,000 
$ 6,067,000 
$ 4,300,000 
 
 
 
 
 
 
 
Equity instruments other than options, vested in period, fair value
 
 
 
 
 
 
 
 
$ 9,400,000 
$ 1,800,000 
 
 
 
Long-Term Incentive Plan - Phantom Units (Details) (Phantom Share Units (PSUs) [Member], USD $)
9 Months Ended
Sep. 30, 2017
Phantom Share Units (PSUs) [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
 
Outstanding at end beginning of period (in shares)
1,558,835 
Granted (in shares)
2,000 
Forfeited (in shares)
(18,919)
Vested (in shares)
(570,038)
Outstanding at end of period (in shares)
971,878 
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average [Roll Forward]
 
Outstanding at beginning of period (in usd per share)
$ 6.98 
Granted (in usd per share)
$ 11.20 
Forfeited (in usd per share)
$ 13.49 
Vested (in usd per share)
$ 11.13 
Outstanding at end of period (in usd per share)
$ 4.43 
Related Party Transactions (Narrative) (Details) (USD $)
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 45 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended 12 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Sep. 30, 2017
Blackwater [Member]
Dec. 31, 2013
Blackwater [Member]
Sep. 30, 2017
General Partner [Member]
quarter
Mar. 31, 2017
General Partner [Member]
Sep. 30, 2016
General Partner [Member]
Sep. 30, 2017
General Partner [Member]
quarter
Sep. 30, 2016
General Partner [Member]
Sep. 30, 2017
General Partner [Member]
quarter
Sep. 30, 2017
Republic Midstream, LLC (“Republic”) [Member]
Sep. 30, 2016
Republic Midstream, LLC (“Republic”) [Member]
Sep. 30, 2017
Republic Midstream, LLC (“Republic”) [Member]
Sep. 30, 2016
Republic Midstream, LLC (“Republic”) [Member]
Sep. 30, 2017
Affiliated Entity [Member]
Dec. 31, 2015
J P Energy Development L P [Member]
Sep. 30, 2017
Capstone Ventures, LLC [Member]
Sep. 30, 2016
Capstone Ventures, LLC [Member]
Sep. 30, 2017
Capstone Ventures, LLC [Member]
Sep. 30, 2016
Capstone Ventures, LLC [Member]
Sep. 30, 2017
Director [Member]
McCown Enterprises, LLC [Member]
Sep. 30, 2016
Director [Member]
McCown Enterprises, LLC [Member]
Sep. 30, 2017
Other Current Liabilities [Member]
General Partner [Member]
Dec. 31, 2016
Other Current Liabilities [Member]
General Partner [Member]
Sep. 30, 2017
Other Current Assets [Member]
Dec. 31, 2016
Other Current Assets [Member]
Sep. 30, 2017
American Panther [Member]
Affiliated Entity [Member]
Sep. 30, 2017
American Panther [Member]
Affiliated Entity [Member]
Dec. 31, 2016
American Panther [Member]
Affiliated Entity [Member]
Sep. 30, 2017
Panther Asset Management LLC (Panther) [Member]
American Panther [Member]
Affiliated Entity [Member]
Sep. 30, 2017
CIMA Energy Ltd [Member]
Vice President [Member]
Sep. 30, 2016
CIMA Energy Ltd [Member]
Vice President [Member]
Sep. 30, 2017
CIMA Energy Ltd [Member]
Vice President [Member]
Sep. 30, 2016
CIMA Energy Ltd [Member]
Vice President [Member]
Sep. 30, 2016
Crude Oil Pipelines And Storage Segment [Member]
Mid Continent Business [Member]
J P Energy Development L P [Member]
Related Party Transaction [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional consideration
 
 
 
 
 
 
$ 5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional Blackwater acquisition consideration
 
 
 
 
 
5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum financial support
 
 
 
 
 
 
 
 
25,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term of maximum financial support (Number of Quarters)
 
 
 
 
 
 
 
8 
 
 
8 
 
8 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial support utilized
 
 
 
 
 
 
 
 
 
 
 
 
25,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contributions
 
 
38,270,000 
1,901,000 
 
 
 
 
3,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Related party transaction, due to related party
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,700,000 
3,900,000 
 
 
 
 
 
 
 
 
 
 
 
Monthly fee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue from related parties
 
 
 
 
 
 
 
 
 
 
 
 
 
400,000 
200,000 
1,000,000 
600,000 
 
 
200,000 
200,000 
700,000 
500,000 
300,000 
200,000 
 
 
 
 
 
 
 
 
3,700,000 
1,100,000 
6,200,000 
2,700,000 
 
Receivable balance from affiliate
 
 
 
 
 
 
 
 
 
 
 
 
 
1,500,000 
 
1,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Due from related parties
5,062,000 
 
5,062,000 
 
4,833,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000 
2,200,000 
 
 
 
 
 
 
 
 
 
Management fees revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership interest in subsidiary (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
60.00% 
 
 
 
 
 
 
 
 
Noncontrolling interest ownership interest (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40.00% 
 
 
 
 
 
Direct operating expenses
20,705,000 
17,571,000 
56,819,000 
53,872,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,500,000 
800,000 
 
 
 
 
 
 
Direct operating expenses
27,083,000 
22,103,000 
84,570,000 
60,945,000 
 
 
 
0 
 
3,500,000 
4,000,000 
7,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
300,000 
400,000 
 
 
 
 
 
 
Pipeline tariff fees
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
400,000 
Net receivable from JP Development
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate overhead expenses to be absorbed by general partner
 
 
 
 
 
 
 
 
9,600,000 
0 
 
5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchases from related party
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,100,000 
$ 1,200,000 
$ 3,700,000 
$ 3,000,000 
 
Ownership interest (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Cash Flow Information (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Limited Partners' Capital Account [Line Items]
 
 
Increase (decrease) in accrued property, plant and equipment purchases
$ (15,112)
$ 4,597 
Issuance of common units for the Panther acquisition
12,532 
0 
Contributions
42,270 
9,401 
Issuance of Series C Units and Warrant in connection with the Emerald Transactions
0 
120,000 
Accrued distributions on convertible preferred units
8,255 
8,417 
Paid-in-kind distributions on convertible preferred units
6,838 
7,571 
Cancellation of escrow units
0 
6,817 
Accrued Cash Dividends Paid to Parent Company by Unconsolidated Affiliates
0 
5,000 
Limited Partner [Member]
 
 
Limited Partners' Capital Account [Line Items]
 
 
Contributions
$ 4,000 
$ 7,500 
Reportable Segments - Reconciliation of Gross Profit (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Segment Reporting Information [Line Items]
 
 
 
 
Segment gross margin
$ 63,746 
$ 58,793 
$ 186,145 
$ 164,237 
Direct operating expenses
20,705 
17,571 
56,819 
53,872 
Operating Income (Loss)
(20,616)
(9,724)
(70,647)
(38,610)
Derivative, Gain (Loss) on Derivative, Net
(597)
324 
(33)
(1,929)
Corporate expenses
27,083 
22,103 
84,570 
60,945 
Depreciation, amortization and accretion
26,781 
22,668 
78,834 
65,937 
(Gain) loss on sale of assets, net
(4,061)
36 
(4,064)
297 
Interest expense
17,759 
5,830 
51,037 
24,723 
Other income
(34,085)
1 
(32,248)
(245)
Other (income) expense, net
(139)
(1,129)
322 
(1,773)
Income tax expense
731 
401 
2,611 
1,839 
(Income) loss from discontinued operations, net of tax
(44,696)
2,310 
(42,185)
(7,532)
Less: Net income attributable to noncontrolling interests
621 
1,241 
3,386 
2,192 
Net income (loss) attributable to the Partnership
55,881 
(9,039)
(3,467)
(30,074)
Gathering and Processing reporting segment [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Segment gross margin
12,761 
12,627 
36,663 
37,586 
Direct operating expenses
8,655 
7,856 
24,766 
25,344 
Derivative, Gain (Loss) on Derivative, Net
(65)
149 
(170)
(716)
Liquid Pipelines and Services [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Segment gross margin
7,808 
7,600 
21,209 
23,829 
Direct operating expenses
2,438 
2,617 
7,137 
8,186 
Derivative, Gain (Loss) on Derivative, Net
(532)
177 
137 
(772)
Natural Gas Transportation Services [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Segment gross margin
5,356 
3,709 
17,106 
13,115 
Direct operating expenses
2,240 
1,324 
5,403 
4,515 
Derivative, Gain (Loss) on Derivative, Net
0 
0 
0 
0 
Offshore Pipelines and Services [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Segment gross margin
29,312 
24,126 
80,738 
57,947 
Direct operating expenses
3,940 
2,898 
10,010 
7,954 
Derivative, Gain (Loss) on Derivative, Net
0 
(2)
0 
(5)
Terminalling Services [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Segment gross margin
8,509 
10,731 
30,429 
31,760 
Direct operating expenses
3,432 
2,876 
9,503 
7,873 
Derivative, Gain (Loss) on Derivative, Net
0 
0 
0 
(436)
All Operating Segments, Excluding Terminalling Segment [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Direct operating expenses
$ 17,274 
$ 14,695 
$ 47,316 
$ 45,999 
Reportable Segments (Narrative) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
segments
Sep. 30, 2016
Segment Reporting Information [Line Items]
 
 
 
 
Number of reportable segments
 
 
5 
 
Direct operating expenses
$ 20,705 
$ 17,571 
$ 56,819 
$ 53,872 
Gathering and Processing reporting segment [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Direct operating expenses
8,655 
7,856 
24,766 
25,344 
Liquid Pipelines and Services [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Direct operating expenses
2,438 
2,617 
7,137 
8,186 
Natural Gas Transportation Services [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Direct operating expenses
2,240 
1,324 
5,403 
4,515 
Offshore Pipelines and Services [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Direct operating expenses
3,940 
2,898 
10,010 
7,954 
Terminalling Services [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Direct operating expenses
$ 3,432 
$ 2,876 
$ 9,503 
$ 7,873 
Reportable Segments (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Segment information
 
 
 
 
Revenue
$ 162,887 
$ 159,579 
$ 488,431 
$ 415,082 
Gain (loss) on commodity derivatives, net
(597)
324 
(33)
(1,929)
Total revenue
162,290 
159,903 
488,398 
413,153 
Earnings in unconsolidated affiliates
16,827 
10,468 
49,781 
29,513 
Cost of Sales
112,398 
107,249 
342,886 
270,712 
Direct operating expenses
20,705 
17,571 
56,819 
53,872 
Corporate expenses
27,083 
22,103 
84,570 
60,945 
Depreciation, amortization and accretion
26,781 
22,668 
78,834 
65,937 
(Gain) loss on sale of assets, net
(4,061)
36 
(4,064)
297 
Total operating expenses
182,906 
169,627 
559,045 
451,763 
Interest expense
17,759 
5,830 
51,037 
24,723 
Other income (expense), net
34,085 
(1)
32,248 
245 
Income (loss) from continuing operations before income taxes
12,537 
(5,087)
(39,655)
(33,575)
Income tax expense
731 
401 
2,611 
1,839 
Loss from continuing operations
11,806 
(5,488)
(42,266)
(35,414)
Income (loss) from discontinued operations, including net gain on disposition of $46.5 million (Note 4)
44,696 
(2,310)
42,185 
7,532 
Loss from discontinued operations, net of tax
44,696 
(2,310)
42,185 
7,532 
Net income (loss)
56,502 
(7,798)
(81)
(27,882)
Less: Net income attributable to noncontrolling interests
621 
1,241 
3,386 
2,192 
Less: Net income attributable to noncontrolling interests
621 
1,241 
3,386 
2,192 
Net income (loss) attributable to the Partnership
55,881 
(9,039)
(3,467)
(30,074)
Segment gross margin
63,746 
58,793 
186,145 
164,237 
Gathering and Processing reporting segment [Member]
 
 
 
 
Segment information
 
 
 
 
Revenue
37,287 
31,650 
111,001 
85,655 
Gain (loss) on commodity derivatives, net
(65)
149 
(170)
(716)
Total revenue
37,222 
31,799 
110,831 
84,939 
Earnings in unconsolidated affiliates
0 
 
0 
0 
Cost of Sales
24,492 
18,477 
74,261 
47,344 
Direct operating expenses
8,655 
7,856 
24,766 
25,344 
Segment gross margin
12,761 
12,627 
36,663 
37,586 
Liquid Pipelines and Services [Member]
 
 
 
 
Segment information
 
 
 
 
Revenue
87,022 
87,898 
253,590 
221,866 
Gain (loss) on commodity derivatives, net
(532)
177 
137 
(772)
Total revenue
86,490 
88,075 
253,727 
221,094 
Earnings in unconsolidated affiliates
1,317 
650 
3,886 
1,658 
Cost of Sales
80,510 
80,372 
236,896 
199,111 
Direct operating expenses
2,438 
2,617 
7,137 
8,186 
Segment gross margin
7,808 
7,600 
21,209 
23,829 
Natural Gas Transportation Services [Member]
 
 
 
 
Segment information
 
 
 
 
Revenue
11,131 
10,709 
34,966 
28,383 
Gain (loss) on commodity derivatives, net
0 
0 
0 
0 
Total revenue
11,131 
10,709 
34,966 
28,383 
Earnings in unconsolidated affiliates
0 
0 
0 
0 
Cost of Sales
5,692 
6,994 
17,630 
15,245 
Direct operating expenses
2,240 
1,324 
5,403 
4,515 
Segment gross margin
5,356 
3,709 
17,106 
13,115 
Offshore Pipelines and Services [Member]
 
 
 
 
Segment information
 
 
 
 
Revenue
14,360 
14,879 
41,330 
32,526 
Gain (loss) on commodity derivatives, net
0 
(2)
0 
(5)
Total revenue
14,360 
14,877 
41,330 
32,521 
Earnings in unconsolidated affiliates
15,510 
9,819 
45,895 
27,855 
Cost of Sales
558 
570 
6,487 
2,429 
Direct operating expenses
3,940 
2,898 
10,010 
7,954 
Segment gross margin
29,312 
24,126 
80,738 
57,947 
Terminalling Services [Member]
 
 
 
 
Segment information
 
 
 
 
Revenue
13,087 
14,443 
47,544 
46,652 
Gain (loss) on commodity derivatives, net
0 
0 
0 
(436)
Total revenue
13,087 
14,443 
47,544 
46,216 
Earnings in unconsolidated affiliates
0 
0 
0 
0 
Cost of Sales
1,146 
836 
7,612 
6,583 
Direct operating expenses
3,432 
2,876 
9,503 
7,873 
Segment gross margin
$ 8,509 
$ 10,731 
$ 30,429 
$ 31,760 
Reportable Segments - Assets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Segment Reporting Information [Line Items]
 
 
Assets
$ 2,023,207 
$ 2,349,321 
Gathering and Processing reporting segment [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
416,498 
530,889 
Liquid Pipelines and Services [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
443,771 
425,389 
Offshore Pipelines and Services [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
544,895 
400,193 
Natural Gas Transportation Services [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
172,813 
221,604 
Terminalling Services [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
256,922 
299,534 
Other Segments [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
188,308 
334,953 
Discontinued Operations [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
$ 0 
$ 136,759 
Subsequent Events (Details) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Nov. 6, 2017
Subsequent Event [Member]
MMBTU
Oct. 26, 2017
Subsequent Event [Member]
Sep. 30, 2017
Series D [Member]
Oct. 2, 2017
Series D [Member]
Subsequent Event [Member]
Oct. 2, 2017
Series D [Member]
Subsequent Event [Member]
Oct. 27, 2017
American Midstream Emerald, LLC [Member]
Subsequent Event [Member]
billion_cubic_feet_per_day
mi
Oct. 27, 2017
American Midstream Emerald, LLC [Member]
Subsequent Event [Member]
Oct. 31, 2017
Southcross Energy Partners (SXE) [Member]
Subsequent Event [Member]
Oct. 31, 2017
Southcross Energy Partners (SXE) [Member]
Subsequent Event [Member]
Nov. 6, 2017
Trans-Union Pipeline, L.P. (“Trans-Union”) [Member]
Subsequent Event [Member]
Nov. 6, 2017
Trans-Union Pipeline, L.P. (“Trans-Union”) [Member]
Subsequent Event [Member]
Oct. 31, 2017
General Partner Class D Units [Member]
Southcross Energy Partners (SXE) [Member]
Subsequent Event [Member]
Oct. 31, 2017
Preferred Units [Member]
Southcross Energy Partners (SXE) [Member]
Subsequent Event [Member]
Oct. 31, 2017
Common Units [Member]
Southcross Energy Partners (SXE) [Member]
Subsequent Event [Member]
Subsequent Event [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred, units, outstanding (in shares)
52,740,000 
 
52,740,000 
 
51,351,000 
 
 
2,333,333 
 
0 
 
 
 
 
 
 
 
 
 
Payments for repurchase of convertible preferred stock
 
 
 
 
 
 
 
 
$ 37,000,000 
 
 
 
 
 
 
 
 
 
 
Distribution declared per common unit (in usd per share)
$ 0.4125 1
$ 0.4125 1
$ 1.2375 1
$ 1.2975 1
 
 
$ 0.4125 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution made to limited partner, distributions declared, per unit, annualized basis (in usd per share)
 
 
 
 
 
 
$ 1.65 
 
 
 
 
 
 
 
 
 
 
 
 
Equity interests acquired (percent)
 
 
 
 
 
 
 
 
 
 
 
17.00% 
 
 
 
100.00% 
 
 
 
Total consideration upon acquisition
 
 
 
 
 
 
 
 
 
 
30,000,000 
 
 
 
48,000,000 
 
 
 
 
Current ownership interest (percent)
 
 
 
 
 
 
 
 
 
 
 
66.67% 
 
 
 
 
 
 
 
Transmission capacity (bcf per day)
 
 
 
 
 
 
 
 
 
 
1.2 
 
 
 
 
 
 
 
 
Fair value of planned acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
815,000,000 
 
 
 
 
 
Estimated repayment of debt
 
 
 
 
 
 
 
 
 
 
 
 
139,000,000 
 
 
 
 
 
 
Estimated net debt to be repaid as part of acquisition
 
 
 
 
 
32,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Length of pipeline
 
 
 
 
 
 
 
 
 
 
255 
 
 
 
 
 
 
 
 
Cash payment made to acquire business
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15,500,000 
 
 
 
 
Partners capital account common units conversion ratio
 
 
 
 
 
 
 
 
 
 
 
 
0.160 
 
 
 
 
 
 
Contribution agreement, common units to be exchanged in merger transaction
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 185,697,148 
 
 
 
 
 
Contribution agreement, per common unit denominator (usd per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 13.69 
 
 
 
 
 
Contribution agreement, common units to be exchanged in merger transaction, (shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,000 
4,500,000 
4,500,000 
Throughput capacity per day
 
 
 
 
 
546,000