AMERICAN MIDSTREAM PARTNERS, LP, 10-Q filed on 11/8/2016
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2016
Nov. 3, 2016
Nov. 3, 2016
Series A Preferred Stock [Member]
Sep. 30, 2016
Series A Preferred Stock [Member]
Dec. 31, 2015
Series A Preferred Stock [Member]
Nov. 3, 2016
Series C Preferred Stock [Member]
Sep. 30, 2016
Series C Preferred Stock [Member]
Apr. 25, 2016
Series C Preferred Stock [Member]
Dec. 31, 2015
Series C Preferred Stock [Member]
Nov. 3, 2016
Series D Preferred Stock [Member]
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, 2016 
 
 
 
 
 
 
 
 
 
Amendment Flag
false 
 
 
 
 
 
 
 
 
 
Document Fiscal Year Focus
2016 
 
 
 
 
 
 
 
 
 
Document Fiscal Period Focus
Q3 
 
 
 
 
 
 
 
 
 
Current Fiscal Year End Date
--12-31 
 
 
 
 
 
 
 
 
 
Entity Filer Category
Accelerated Filer 
 
 
 
 
 
 
 
 
 
Entity Common Stock, Shares Outstanding (in shares)
 
31,237,021 
 
 
 
 
 
 
 
 
Convertible preferred, units, outstanding (in shares)
 
 
9,951,195 
9,951,000 
9,210,000 
 
8,664,000 
 
0 
 
Convertible preferred, units, issued (in shares)
 
 
 
9,951,000 
9,210,000 
8,664,468 
8,664,000 
8,571,429 
0 
2,333,333 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Current assets
 
 
Cash and cash equivalents
$ 4,879 
$ 0 
Accounts receivable, net of allowance for doubtful accounts of $135 and $0, respectively
8,309 
3,181 
Unbilled revenue
20,126 
15,559 
Risk management assets
687 
365 
Other current assets
8,883 
10,094 
Total current assets
42,884 
29,199 
Property, plant and equipment, net
699,978 
648,013 
Goodwill
16,262 
16,300 
Intangible assets, net
97,702 
100,965 
Investment in unconsolidated affiliates
284,485 
82,301 
Other assets, net
57,816 
14,556 
Total assets
1,199,127 
891,296 
Current liabilities
 
 
Accounts payable
3,878 
4,667 
Accrued gas purchases
9,185 
7,281 
Accrued expenses and other current liabilities
48,281 
25,035 
Current portion of senior notes and debt
1,351 
2,338 
Risk management liabilities
604 
0 
Total current liabilities
63,299 
39,321 
Risk management liabilities
826 
0 
Asset retirement obligations
43,876 
28,549 
Other liabilities
303 
1,001 
Senior notes
56,395 
0 
Long-term debt
672,694 
525,100 
Deferred tax liability
7,102 
5,826 
Total liabilities
844,495 
599,797 
Equity and partners’ capital (deficit)
 
 
General Partner interests (672 thousand and 536 thousand units issued and outstanding as of September 30, 2016 and December 31, 2015, respectively)
(105,483)
(104,853)
Accumulated other comprehensive income
73 
40 
Total partners’ capital
48,565 
117,257 
Noncontrolling interests
9,185 
4,530 
Total equity and partners’ capital
57,750 
121,787 
Total liabilities, equity and partners’ capital
1,199,127 
891,296 
Series A Preferred Stock [Member]
 
 
Convertible preferred units
 
 
Convertible preferred units
178,653 
169,712 
Series C Preferred Stock [Member]
 
 
Convertible preferred units
 
 
Convertible preferred units
118,229 
0 
Limited Partner Common Units [Member]
 
 
Equity and partners’ capital (deficit)
 
 
Limited Partner Interests
153,975 
188,477 
Limited Partner Series B Convertible Units [Member]
 
 
Equity and partners’ capital (deficit)
 
 
Limited Partner Interests
$ 0 
$ 33,593 
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $)
Sep. 30, 2016
Dec. 31, 2015
Allowance for doubtful accounts receivable
$ 100,000 
$ 0 
General partner interest, units issued (in shares)
672,000 
536,000 
Series A Preferred Stock [Member]
 
 
Convertible preferred, units, issued (in shares)
9,951,000 
9,210,000 
Convertible preferred, units, outstanding (in shares)
9,951,000 
9,210,000 
Limited Partner Series B Convertible Units [Member]
 
 
Units issued (in shares)
0 
1,350,000 
Series C Preferred Stock [Member]
 
 
Convertible preferred, units, issued (in shares)
8,664,000 
0 
Convertible preferred, units, outstanding (in shares)
8,664,000 
0 
Limited Partner Common Units [Member]
 
 
Units issued (in shares)
31,195,000 
30,427,000 
Partnership Interest [Member]
 
 
General partner interest units, outstanding (in shares)
672,000 
536,000 
Partnership Interest [Member] |
Limited Partner Common Units [Member]
 
 
Preferred, units, outstanding (in shares)
31,195,000 
30,427,000 
Series B [Member] |
Limited Partner Series B Convertible Units [Member]
 
 
Preferred, units, outstanding (in shares)
0 
1,350,000 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Revenue
$ 63,671 
$ 54,825 
$ 165,942 
$ 186,485 
Gain (loss) on commodity derivatives, net
147 
816 
(722)
1,274 
Total revenue
63,818 
55,641 
165,220 
187,759 
Operating expenses:
 
 
 
 
Purchases of natural gas, NGLs and condensate
26,082 
24,431 
65,096 
86,742 
Direct operating expenses
16,042 
15,328 
46,754 
43,162 
Selling, general and administrative expenses
13,289 
7,639 
33,255 
20,145 
Equity compensation expense
104 
574 
2,213 
2,822 
Depreciation, amortization and accretion expense
11,018 
9,160 
32,015 
28,099 
Total operating expenses
66,535 
57,132 
179,333 
180,970 
Gain (loss) on sale of assets, net
0 
(32)
90 
(3,010)
Operating income (loss)
(2,717)
(1,523)
(14,023)
3,779 
Interest expense
(5,156)
(3,553)
(19,535)
(9,719)
Earnings in unconsolidated affiliates
10,993 
1,094 
29,983 
1,265 
Income (loss) from continuing operations before taxes
3,120 
(3,982)
(3,575)
(4,675)
Income tax expense
(441)
(600)
(1,300)
(1,100)
Income (loss) from continuing operations
2,679 
(4,574)
(4,876)
(5,740)
Loss from discontinued operations, net of tax
0 
(53)
0 
(79)
Net income (loss)
2,679 
(4,627)
(4,876)
(5,819)
Less: Net income attributable to noncontrolling interests
(1,196)
(34)
(2,175)
(80)
Net income (loss) attributable to the Partnership
1,483 
(4,661)
(7,051)
(5,899)
Distribution declared per common unit (in usd per share)
$ 0.4125 1
$ 0.4725 1
$ 1.2975 1
$ 1.4175 1
Basic and diluted (in usd per share)
$ (0.22)
$ (0.48)
$ (0.91)
$ (1.02)
Weighted Average Number of Shares Outstanding, Basic (in shares)
31,168 
23,987 
30,979 
23,154 
General Partner [Member]
 
 
 
 
Operating expenses:
 
 
 
 
Net income (loss)
 
 
(94)
(76)
General Partner’s interest in net income (loss)
19 
(60)
(94)
(76)
Limited Partner [Member]
 
 
 
 
Operating expenses:
 
 
 
 
Net income (loss)
 
 
(6,957)
(5,823)
Limited Partners’ interest in net income (loss)
$ 1,464 
$ (4,601)
$ (6,957)
$ (5,823)
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Net income (loss)
$ 2,679 
$ (4,627)
$ (4,876)
$ (5,819)
Comprehensive income (loss)
2,677 
(4,617)
(4,843)
(5,843)
Less: Net income attributable to noncontrolling interests
(1,196)
(34)
(2,175)
(80)
Comprehensive income (loss) attributable to the Partnership
1,481 
(4,651)
(7,018)
(5,923)
Accumulated Other Comprehensive Income (Loss) [Member]
 
 
 
 
Unrealized gain (loss) related to postretirement benefit plan
$ (2)
$ 10 
$ 33 
$ (24)
Condensed Consolidated Statements of Changes in Partners' Capital (Unaudited) (USD $)
In Thousands, unless otherwise specified
Total
Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Noncontrolling Interest [Member]
Series B [Member]
General Partner [Member]
Limited Partner [Member]
Partners' Capital at Dec. 31, 2014
 
$ 324,467 
$ 2 
$ 4,717 
$ 32,220 
$ (2,450)
$ 294,695 
Increase (Decrease) in Temporary Equity [Roll Forward]
 
 
 
 
 
 
 
Net income (loss)
(5,819)
(5,899)
 
80 
 
(76)
(5,823)
Issuance of common units, net of offering costs
 
80,971 
 
 
 
 
80,971 
Issuance of Series B units
 
1,157 
 
 
1,157 
 
 
Unitholder contributions
 
1,973 
 
 
 
1,973 
 
Unitholder distributions
(36,935)
(50,690)
 
 
(1,157)
(4,890)
(45,800)
Unitholder distributions for Delta House
 
(100,649)
 
 
 
(100,649)
 
Net distributions to noncontrolling interests
 
 
 
(101)
 
 
 
Acquisition of Gulf of Mexico Pipeline
 
(20)
 
(172)
 
 
(20)
LTIP vesting
 
195 
 
 
 
(2,404)
2,599 
Tax netting repurchase
755 
(755)
 
 
 
 
(755)
Equity compensation expense
 
2,627 
 
 
 
2,627 
 
Unrealized gain (loss) related to postretirement benefit plan
 
(24)
(24)
 
 
 
 
Partners' Capital at Sep. 30, 2015
 
253,353 
(22)
4,524 
33,377 
(105,869)
325,867 
Partners' Capital at Jun. 30, 2015
 
 
 
 
 
 
 
Increase (Decrease) in Temporary Equity [Roll Forward]
 
 
 
 
 
 
 
Net income (loss)
(4,627)
 
 
 
 
 
 
Unitholder distributions
(12,570)
 
 
 
(324)
 
 
Unrealized gain (loss) related to postretirement benefit plan
 
 
10 
 
 
 
 
Partners' Capital at Sep. 30, 2015
 
 
(22)
 
33,377 
 
 
Partners' Capital at Dec. 31, 2015
117,257 
117,257 
40 
4,530 
33,593 
(104,853)
188,477 
Increase (Decrease) in Temporary Equity [Roll Forward]
 
 
 
 
 
 
 
Net income (loss)
(4,876)
(7,051)
 
2,175 
 
(94)
(6,957)
Issuance of common units, net of offering costs
 
2,955 
 
 
 
 
2,955 
Unitholder contributions
 
1,901 
 
0 
 
1,901 
 
Cancellation of escrow units
 
(6,817)
 
 
 
 
(6,817)
Conversion of Series B units
 
 
 
 
(33,593)
 
33,593 
Issuance of Warrant
4,500 
4,481 
 
 
 
 
 
Unitholder distributions
(46,740)
(67,729)
 
 
0 
(7,637)
(60,092)
Unitholder contribution for acquisitions
 
990 
 
 
 
990 
 
Net contributions from noncontrolling interests
 
 
 
649 
 
 
 
Acquisition of Gulf of Mexico Pipeline
 
 
 
1,831 
 
 
 
LTIP vesting
 
 
 
 
 
(3,163)
3,163 
Tax netting repurchase
347 
(347)
 
 
 
 
(347)
Equity compensation expense
 
2,892 
 
0 
 
2,892 
 
Unrealized gain (loss) related to postretirement benefit plan
 
33 
33 
 
 
 
 
Partners' Capital at Sep. 30, 2016
48,565 
48,565 
73 
9,185 
0 
(105,483)
153,975 
Partners' Capital at Jun. 30, 2016
 
 
 
 
 
 
 
Increase (Decrease) in Temporary Equity [Roll Forward]
 
 
 
 
 
 
 
Net income (loss)
2,679 
 
 
 
 
 
 
Unitholder distributions
(16,776)
 
 
 
0 
 
 
Unrealized gain (loss) related to postretirement benefit plan
 
 
(2)
 
 
 
 
Partners' Capital at Sep. 30, 2016
$ 48,565 
 
$ 73 
 
$ 0 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Cash flows from operating activities
 
 
Net income (loss)
$ (4,876,000)
$ (5,819,000)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
Depreciation, amortization and accretion expense
32,015,000 
28,099,000 
Amortization of deferred financing costs
1,603,000 
1,029,000 
Amortization of weather derivative premium
708,000 
694,000 
Unrealized (gain) loss on derivatives, net
1,430,000 
(523,000)
Non-cash compensation
2,892,000 
2,891,000 
Postretirement expense
0 
55,000 
(Gain) loss on sale of assets, net
(90,000)
3,160,000 
Earnings in unconsolidated affiliates
(29,983,000)
(1,265,000)
Distributions from unconsolidated affiliates
29,513,000 
1,265,000 
Deferred tax expense
1,276,000 
876,000 
Allowance for doubtful accounts
100,000 
0 
Changes in operating assets and liabilities, net of effects of assets acquired and liabilities assumed:
 
 
Accounts receivable
(5,263,000)
(42,000)
Unbilled revenue
(4,567,000)
8,554,000 
Risk management assets and liabilities
(1,030,000)
(875,000)
Other current assets
1,211,000 
1,996,000 
Other assets, net
751,000 
21,000 
Accounts payable
(213,000)
(3,847,000)
Accrued gas purchases
1,904,000 
(6,445,000)
Accrued expenses and other current liabilities
10,207,000 
1,652,000 
Asset retirement obligations
(598,000)
0 
Other liabilities
(698,000)
155,000 
Net cash provided by operating activities
36,327,000 
31,631,000 
Cash flows from investing activities
 
 
Acquisitions, net of cash acquired and settlements
(2,676,000)
7,383,000 
Additions to property, plant and equipment
(65,906,000)
(111,864,000)
Unconsolidated affiliates
(13,099,000)
(64,406,000)
Proceeds from disposals of property, plant and equipment
137,000 
4,797,000 
Distributions from unconsolidated affiliates, return of capital
33,284,000 
5,303,000 
Restricted cash
(43,691,000)
6,475,000 
Net cash used in investing activities
(192,859,000)
(152,312,000)
Cash flows from financing activities
 
 
Proceeds from issuance of common units to public, net of offering costs
2,910,000 
80,983,000 
Unitholder contributions
1,901,000 
1,905,000 
Unitholder distributions
(46,740,000)
(36,935,000)
Issuance of Series A Units, net of issuance costs
0 
45,000,000 
Unitholder distributions for Delta House
0 
(100,649,000)
Acquisition of noncontrolling interests
1,831,000 
(74,000)
Net contributions from (distributions to) noncontrolling interests
649,000 
(101,000)
LTIP tax netting unit repurchase
(347,000)
(755,000)
Deferred financing costs
(3,987,000)
(1,984,000)
Proceeds from senior notes
60,000,000 
0 
Payments on other debt
(2,337,000)
(2,908,000)
Repayments under Credit Agreement
(122,650,000)
(152,000,000)
Borrowings under Credit Agreement
270,243,000 
287,700,000 
Net cash provided by financing activities
161,411,000 
120,182,000 
Net increase (decrease) in cash and cash equivalents
4,879,000 
(499,000)
Cash and cash equivalents
 
 
Beginning of period
0 
499,000 
End of period
4,879,000 
0 
Supplemental cash flow information:
 
 
Interest payments, net of capitalized interest
17,186,000 
7,606,000 
Supplemental non-cash information:
 
 
Increase (decrease) in accrued property, plant and equipment
3,616,000 
(24,666,000)
Issuance of Series C Units and Warrant in connection with the Emerald Transactions
120,000,000 
0 
Series C [Member]
 
 
Cash flows from financing activities
 
 
Series C Units issuance costs
(62,000)
0 
Supplemental non-cash information:
 
 
Unitholder distribution for units
1,800,000 
 
Costar Midstream, L.L.C. [Member]
 
 
Supplemental non-cash information:
 
 
Cancellation of escrow units
6,817,000 
0 
Accrued distribution
5,000,000 
0 
Series A Preferred Stock [Member]
 
 
Supplemental non-cash information:
 
 
Unitholder distribution for units
11,400,000 
12,600,000 
Series C Preferred Stock [Member]
 
 
Supplemental non-cash information:
 
 
Unitholder distribution for units
4,559,000 
0 
Limited Partner Series B Convertible Units [Member]
 
 
Supplemental non-cash information:
 
 
Unitholder distribution for units
0 
1,157,000 
Emerald Transaction [Member]
 
 
Cash flows from investing activities
 
 
Unconsolidated affiliates
$ (100,900,000)
$ 0 
Organization, Basis of Presentation and Summary of Significant Accounting Policies
Organization, Basis of Presentation and Summary of Significant Accounting Policies
Organization, Basis of Presentation and Summary of Significant Accounting Policies

General

American Midstream Partners, LP (the “Partnership”, “we”, “us”, or “our”) was formed on August 20, 2009 as a Delaware limited partnership for the purpose of owning, operating, developing and acquiring a diversified portfolio of midstream energy assets. The Partnership’s general partner, American Midstream GP, LLC (the “General Partner”), is 95% owned by High Point Infrastructure Partners, LLC (“HPIP”) and 5% owned by AIM Midstream Holdings, LLC. We hold our assets primarily in a number of limited liability companies, two limited partnerships and a corporation. Our capital accounts consist of notional General Partner units and limited partner interests.

Nature of Business

We are engaged 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; and storing specialty chemical products, all through our ownership and operation of 13 gathering systems, five processing facilities, three fractionation facilities, three interstate pipelines, five intrastate pipelines, three marine terminal sites and one crude oil pipeline. Our primary assets, which are strategically located in Alabama, Georgia, Louisiana, Mississippi, North Dakota, Tennessee, Texas and the Gulf of Mexico, provide critical infrastructure that links producers of natural gas, crude oil, NGLs, condensate and specialty chemicals to numerous intermediate and end-use markets. We operate more than 3,000 miles of pipelines that gather and transport over 1.1 Bcf/d of natural gas and operate approximately 2.4 million barrels of storage capacity across three marine terminal sites.

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The year-end balance sheet data was derived from consolidated audited financial statements but does not include disclosures required by GAAP for annual periods. The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of financial position and results of operations for the respective interim periods.

Our financial results for the three and nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2016 (“Annual Report”).

The accompanying unaudited condensed consolidated financial statements include the accounts of American Midstream Partners, LP, and its controlled subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Investment in Unconsolidated Affiliates

We hold various non-operated 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. These non-operated membership interests in which the Partnership exercises significant influence, but does not control and of which is not the primary beneficiary, are accounted for using the equity method and are reported in Investment in unconsolidated affiliates in the accompanying unaudited condensed consolidated balance sheets.

The Partnership believes the equity method is an appropriate means to recognize increases or decreases, measured by GAAP, in the economic resources underlying the investments. Regular evaluation of these investments is appropriate to evaluate any potential need for impairment. The Partnership uses evidence of a loss in value to identify if an investment has incurred an other than temporary decline.

Restricted cash and cash equivalents

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”), each an indirect subsidiary of the Partnership entered into a Note Purchase and Guaranty Agreement (the “3.77% Senior Note Purchase Agreement”) with institutional investors in which Midla Financing sold $60 million in aggregate principal amount of senior secured notes due June 30, 2031 that bear interest at a rate of 3.77% per annum (the “3.77% Senior Notes”). The 3.77% Senior Notes were issued at par and provided net proceeds of approximately $57.7 million (after deducting related issuance costs). On September 30, 2016, we used $14.0 million of the proceeds to pay down a portion of our Credit Agreement (as defined herein). The remainder of the net proceeds are contractually restricted and will be used to fund the retirement of Midla’s existing 1920’s vintage pipeline and the construction of a new replacement pipeline from Winnsboro, Louisiana to Natchez, Mississippi (the “Midla-Natchez Line”). The 3.77% Senior Note Purchase Agreement allows the Partnership to reimburse itself for cash previously spent on the retirement of the former Midla pipeline and construction of the Midla-Natchez Line. As of September 30, 2016, we had restricted cash of $43.7 million. Please read Note 12 - Debt Obligations - 3.77% Senior Notes and Note 16 - Commitments and Contingencies for further discussion. We have included the net proceeds in Other assets on our unaudited condensed consolidated balance sheet. Construction on the Midla-Natchez Line commenced in the second quarter of 2016 and we expect service to begin in the first six months of 2017.

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 receivables balance. Collectability is reviewed regularly and an allowance is established or adjusted, as necessary, using the specific identification method. As of September 30, 2016, the Partnership recorded allowances for doubtful accounts of $0.1 million. As of December 31, 2015, the Partnership did not record an allowance for doubtful accounts.

Use of Estimates

When preparing condensed consolidated financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and 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 our estimates.

New Accounting Pronouncements

Accounting Standards Issued and Adopted

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which clarifies existing guidance for assessing embedded call (put) options that are closely related to their debt hosts using a four-step decision sequence. ASU No. 2016-06 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Partnership has adopted this guidance and determined it will not have a material impact on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the
Transition to the Equity Method of Accounting, which eliminates the requirement to retroactively adopt the equity method of accounting when a previous investment becomes qualified as a result of an increase in the level of ownership interest or degree of influence. ASU No. 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal periods. Early adoption is permitted. The Partnership has adopted this guidance and determined it will not have a material impact on its consolidated financial statements and related disclosures.

Accounting Standards Issued Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. The standard 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. In March 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. Subsequently, in April 2016, the FASB issued 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. In May 2016, the FASB issued 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. The Partnership is currently evaluating the adoption of these standards and their impact on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Partnership is currently evaluating the method of adoption and impact this standard will have on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee
Share-Based Payment Accounting. This amendment involves the simplification of several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liability, and classification on the statement of cash flows. ASU No. 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal periods. Early adoption is permitted. The Partnership is currently evaluating the method of adoption and impact this standard will have on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The new standard applies to trade receivables and requires expected credit losses to be based on past events, current conditions and reasonable and supportable forecasts that affect the instrument’s collectability. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal periods. Early adoption is permitted. The Partnership is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures.

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. The new standard applies to cash flows associated with debt payment or debt extinguishment costs, settlement of zero-coupon debt or other debt instruments with coupon rates that are insignificant in relation to effective interest rate of borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal periods. Early adoption is permitted, but only if all amendments are adopted in the same period. The Partnership is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures.
Acquisitions
Acquisitions
Acquisitions

Emerald Transactions

On April 25, 2016 and April 27, 2016, American Midstream Emerald, LLC (“Emerald”), a wholly-owned subsidiary of the Partnership, entered into two purchase and sale agreements with Emerald Midstream, LLC, an affiliate of ArcLight Capital Partners, LLC (“ArcLight”), the majority owner of our General Partner, for the purchase of membership interests in certain midstream entities.

On April 25, 2016, Emerald entered into the first purchase and sale agreement for the purchase of membership interests in entities that own and operate natural gas pipeline systems and NGL pipelines in and around Louisiana, Alabama, Mississippi, and the Gulf of Mexico (the “Pipeline Purchase Agreement”). Pursuant to the Pipeline Purchase Agreement, Emerald acquired (i) 49.7% of the issued and outstanding membership interests of Destin Pipeline Company, L.L.C. (“Destin”), (ii) 16.7% of the issued and outstanding membership interests of Tri-States NGL Pipeline, L.L.C. (“Tri-States”), and (iii) 25.3% of the issued and outstanding membership interests of Wilprise Pipeline Company, L.L.C. (“Wilprise” and collectively with Destin and Tri-States, the “Companies”), in exchange for approximately $183.6 million (the “Pipeline Transaction”).

The Destin pipeline is a FERC-regulated, 255-mile natural gas transportation system with total capacity of 1.2 Bcf/d. The system originates offshore in the Gulf of Mexico and includes connections with four producing platforms, and six producer-operated laterals, including the Partnership’s non-operated indirect interest in the Delta House floating production system and related pipeline infrastructure (“Delta House”). The 120-mile offshore portion of the Destin system terminates at the Pascagoula processing plant, owned by Enterprise Products Partners, LP, and is the single source of raw natural gas to the plant. The onshore portion of Destin is the sole delivery point for merchant-quality gas from the Pascagoula processing plant and extends 135 miles north in Mississippi. Destin currently serves as the primary transfer of gas flows from the Barnett and Haynesville shale plays to Florida markets through interconnections with major interstate pipelines. Contracted volumes on the Destin pipeline are based on life-of-field dedication, dedicated volumes over a given period, or interruptible volumes as capacity permits. We became the operator of the Destin pipeline on November 1, 2016. The Tri-States pipeline is a FERC-regulated, 161-mile NGL pipeline and sole form of transport to Louisiana-based fractionators for NGLs produced at the Pascagoula plant served by Destin and other facilities. The Wilprise pipeline is a FERC-regulated, approximately 30-mile NGL pipeline that originates at the Kenner Junction and terminates in Sorrento, Louisiana, where volumes flow via pipeline to a Baton Rouge fractionator.

On April 27, 2016, Emerald entered into a second purchase and sale agreement for the purchase of 66.7% of the issued and outstanding membership interests of Okeanos Gas Gathering Company, LLC (“Okeanos”), in exchange for a cash purchase price of approximately $27.4 million (such Purchase and Sale Agreement, the “Okeanos Purchase Agreement,” and such transaction, the “Okeanos Transaction,” and together with the Pipeline Transaction, the “Emerald Transactions”). The Okeanos pipeline is a 100-mile natural gas gathering system located in the Gulf of Mexico with a total capacity of 1.0 Bcf/d. The Okeanos pipeline connects two platforms and one lateral, terminating at the Destin Main Pass 260 platform in the Mississippi Canyon region of the Gulf of Mexico. Contracted volumes on the Okeanos pipeline are based on life-of-field dedication.We became the operator of the Okeanos pipeline on November 1, 2016.

The Partnership funded the aggregate purchase price for the Emerald Transactions with the issuance of 8,571,429 Series C convertible preferred units (the “Series C Units”) representing limited partnership interests in the Partnership and a warrant (the “Warrant”) to purchase up to 800,000 common units representing limited partnership interests in the Partnership (“common units”) at an exercise price of $7.25 per common unit amounting to a combined value of approximately $120.0 million, plus additional borrowings of $91.0 million under our Credit Agreement (as defined herein). Affiliates of our General Partner hold and participate in distributions on our Series C Units with such distributions being made in paid-in-kind Series C Units, cash or a combination thereof at the election of the Board of Directors of our General Partner.

Because our interests in the entities underlying the Emerald Transactions were previously owned by an affiliate of our General Partner, we accounted for our investments at our affiliate’s carry-over basis of $212.0 million, which is recorded in Investment in unconsolidated affiliates in our unaudited condensed consolidated balance sheets, and as an investing activity of $100.9 million within the unaudited condensed consolidated statements of cash flows. The amount by which the carry-over basis exceeded total consideration was $1.0 million and is recorded as a contribution from our General Partner within the unaudited condensed consolidated statements of changes in partners’ capital and noncontrolling interests.

For the three and nine months ended September 30, 2016, the Partnership recorded $2.5 million and $6.7 million in earnings, respectively, and received cash distributions of $12.5 million and $17.9 million, respectively, from the entities underlying the Emerald Transactions. The excess of the cash distributions received over the earnings recorded is classified as proceeds from Investment in unconsolidated affiliates, return of capital within cash flows from investing activities in our unaudited condensed consolidated statements of cash flows.

Gulf of Mexico Pipeline

On April 15, 2016, American Panther, LLC (“American Panther”), a 60%-owned subsidiary of the Partnership, acquired approximately 200 miles of crude oil, natural gas, and salt water onshore and offshore Gulf of Mexico pipelines (“Gulf of Mexico Pipeline”) for approximately $2.7 million in cash and the assumption of certain asset retirement obligations. The Partnership exerts control over American Panther and therefore consolidates its financial activity for financial reporting purposes.

The acquisition was accounted for using the acquisition method of accounting and as a result, the aggregate purchase price was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values as of the acquisition date. The fair value of these assets and liabilities are measured on a nonrecurring basis and are classified as Level 3 within the fair value hierarchy.

During the three months ended September 30, 2016, there was a reduction in the purchase price of $0.4 million which resulted in a corresponding decrease in the amount allocated to property, plant, and equipment. The following table summarizes the fair value of consideration transferred by the Partnership for the acquisition and the adjusted allocation of the purchase price to the assets acquired based on their respective fair values as of the acquisition date (in thousands):

Fair value of consideration transferred:
 
Cash
$
2,676

Fair value of assets acquired, liabilities assumed:
 
Assets:
 
Property, plant and equipment:
 
Pipelines
$
16,555

Land
421

Total property, plant and equipment
16,976

Liabilities:
 
Asset retirement obligations
(14,300
)
Fair value of net assets acquired and liabilities assumed
$
2,676



American Panther contributed revenues of $4.6 million and $8.9 million and net income of $2.7 million and $5.3 million for the three and nine months ended September 30, 2016, respectively, which are included in the Partnership’s Gathering and Processing segment. During the nine months ended September 30, 2016, the Partnership incurred $0.2 million of transaction costs related to the acquisition which are included in Selling, general and administrative expenses in our unaudited condensed consolidated statements of operations for the periods. We incurred immaterial transaction costs related to the acquisition during the three months ended September 30, 2016.

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

Additional Delta House Investment

On April 25, 2016, American Midstream Delta House, LLC (“AMID Delta House”), a wholly-owned subsidiary of the Partnership, entered into a unit purchase agreement with an affiliate of ArcLight, pursuant to which AMID Delta House acquired 100% of the outstanding membership interests in D-Day Offshore Holdings, LLC (“D-Day”), which owned (i) 912.4 Class A Units of Delta House FPS LLC (“FPS Equity”) and (ii) 53.5 Class A Units of Delta House Oil and Gas Lateral LLC (collectively, the “D-Day investment”) in exchange for a cash purchase price of approximately $9.9 million funded with additional borrowings under the Partnership’s Credit Agreement (as defined herein). Delta House is a floating production system platform with associated crude oil and natural gas export pipelines, located in the Mississippi Canyon region of the deepwater Gulf of Mexico.

Because our interest in D-Day was previously owned by an affiliate of our General Partner, we have accounted for our investment at our affiliate’s carry-over basis of $9.9 million, which is recorded in Investments in unconsolidated affiliates on our unaudited condensed consolidated balance sheets and as an investing activity within the unaudited condensed consolidated statements of cash flows. For the three and nine months ended September 30, 2016, the Partnership recorded $0.5 million and $0.9 million in earnings from the D-Day investment, respectively. The Partnership received distributions from the D-Day investment of $0.9 million and $2.0 million for the three and nine months ended September 30, 2016, respectively. The excess of the cash distributions received over the earnings recorded is classified as a return of capital within cash flows from investing activities in our unaudited condensed consolidated statements of cash flows.

The investment in D-Day, together with our 26.3% interest in Pinto Offshore Holdings, LLC, an entity that owns a 49.0% non-operated interest in Delta House, results in the Partnership holding non-operated direct and indirect interests in Delta House of 13.9%, as of September 30, 2016. Please read Note 19 - Subsequent Events for our acquisition of an additional non-operated direct interest in Delta House in October 2016. Pursuant to the agreements governing the underlying entities, we have no management control or authority over the day-to-day operations of Delta House. Our interests in Delta House are accounted for as investments in unconsolidated affiliates in the unaudited condensed consolidated financial statements.

Divestitures

On September 14, 2015, the Partnership disposed of certain terminal assets in Salisbury, Maryland that were previously held for sale, with a book value approximating the sales proceeds of $0.9 million, resulting in a non-cash loss on disposal of less than $0.1 million. Of the proceeds received, the Partnership distributed $0.4 million to our General Partner.

On June 1, 2015, the Partnership disposed of certain non-strategic off-shore transmission assets in Louisiana with a net book value of $3.0 million for nominal proceeds, resulting in a non-cash loss on disposal of $3.0 million.
Concentration of Credit Risk and Trade Accounts Receivable
Concentration of Credit Risk and Trade Account Receivable
Concentration of Credit Risk and Trade Accounts Receivable

Our primary assets, which are strategically located in Alabama, Georgia, Louisiana, Mississippi, North Dakota, Tennessee, Texas and the Gulf of Mexico, provide critical infrastructure that links producers of crude oil, natural gas, NGLs, condensate and specialty chemicals (our customers) to numerous intermediate and end-use markets. As a result of recent acquisitions and geographic diversification, we have reduced the concentration of trade receivable balances due from these customer groups. Our customers’ historical financial and operating information is analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures and for certain transactions, we may request letters of credit, prepayments or guarantees. We maintain allowances for potentially uncollectible accounts receivable. For both the three and nine months ended September 30, 2016 we recognized bad debt expense of $0.1 million and for the three and nine months ended 2015, no allowances were recorded.

During the three and nine months ended September 30, 2016, one customer accounted for 13% and 12%, respectively, of the Partnership’s consolidated revenue. During the three months ended September 30, 2015, one customer accounted for 12% of the Partnership’s consolidated revenue. During the nine months ended September 30, 2015, no individual customer accounted for 10% or more of the Partnership’s consolidated revenue.
Other Current Assets
Other Current Assets
Other Current Assets

Other current assets consisted of the following (in thousands):
 
September 30,
 
December 31,
 
2016
 
2015
Prepaid insurance
$
1,370

 
$
3,948

Other receivables
1,793

 
1,573

Gas imbalance receivable
1,901

 
—

Other prepaid amounts
1,000

 
2,866

Other current assets
2,819

 
1,707

   Total
$
8,883


$
10,094

Derivatives
Derivatives
Derivatives

Commodity Derivatives

To limit the effect of commodity price changes and maintain our cash flow and the economics of our development plans, we enter into commodity derivative contracts from time to time. The terms of the contracts depend on various factors, including management’s view of future commodity prices, economics on purchased assets and future financial commitments. The hedging program is designed to mitigate the effect of commodity price declines while allowing us to participate in commodity price increases. Management regularly monitors the commodity markets and financial commitments to determine if, when and at what level commodity hedging is appropriate in accordance with policies that are established by the board of directors of our General Partner. Currently, our commodity derivatives are in the form of swaps. As of September 30, 2016, the aggregate notional volume of our commodity derivatives was 2.7 million gallons of NGLs, natural gas and crude oil equivalent for 2016 production.

We enter into commodity derivative contracts with multiple counterparties, and in some cases, may be required to post collateral with our counterparties in connection with our derivative positions. As of September 30, 2016, we were not required to post collateral with any counterparty. The counterparties are not required to post collateral with us in connection with their derivative positions. Netting agreements are in place that permit us to offset our commodity derivative asset and liability positions with our counterparties.

We did not designate our commodity derivatives as hedges for accounting purposes. As a result, our commodity derivatives are accounted for at fair value in our condensed consolidated balance sheets with changes in fair value recognized currently in earnings.

Interest Rate Swaps

To manage the impact of the interest rate risk associated with our Credit Agreement (as defined herein), 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, 2016, the total notional amount of our interest rate swaps was $300.0 million.

In the first quarter of 2016, we entered into an interest rate swap with a notional amount of $200.0 million. The interest rate swap was entered into with a single counterparty and we were not required to post collateral. The interest rate swap is effective beginning January 3, 2017 and will expire September 3, 2019.

In the second quarter of 2016, we entered into additional interest rate swap with a notional amount of $100.0 million. The interest rate swap was entered into with a single counterparty and we were not required to post collateral. The interest rate swap is effective beginning January 1, 2018 and will expire December 31, 2021.

Weather Derivative

In the second quarter of 2016, we entered into a weather derivative 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 or hurricanes of certain strength pass through the areas identified in the derivative agreement. The weather derivative is accounted for using the intrinsic value method. The weather derivative was entered into with a single counterparty and we were not required to post collateral.

We paid premiums of $1.0 million and $0.9 million during the nine months ended September 30, 2016 and 2015, respectively, which were recorded as current Risk management assets on our unaudited condensed consolidated balance sheets and are being amortized to Direct operating expenses on a straight-line basis over the term of the contract of one year. Unamortized amounts associated with the weather derivatives were approximately $0.7 million and $0.4 million as of September 30, 2016 and December 31, 2015.
As of September 30, 2016 and December 31, 2015, the value associated with our commodity derivatives, interest rate swaps and weather derivative were recorded on our unaudited condensed consolidated balance sheets as follows (in thousands):
 
 
Gross Risk Management Assets
 
Gross Risk Management Liabilities
 
Net Risk Management Assets (Liabilities)
Balance Sheet Classification
 
September 30,
2016
 
December 31, 2015
 
September 30,
2016
 
December 31, 2015
 
September 30,
2016
 
December 31, 2015
Current
 
$
687

 
$
365

 
$
—

 
$
—

 
$
687

 
$
365

Non current
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
687

 
$
365

 
$
—

 
$
—

 
$
687

 
$
365

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
(604
)
 
$
—

 
$
(604
)
 
$
—

Non current
 
—

 
—

 
(826
)
 
—

 
(826
)
 
—

Total liabilities
 
$
—

 
$
—

 
$
(1,430
)
 
$
—

 
$
(1,430
)
 
$
—



For the three and nine months ended September 30, 2016 and 2015, respectively, the realized and unrealized gains (losses) associated with our commodity derivatives, interest rate swaps and weather derivative were recorded in our unaudited condensed consolidated statements of operations as follows (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
Gain (Loss) on Derivatives
 
Gain (Loss) on Derivatives
Statement of Operations Classification
Realized
 
Unrealized
 
Realized
 
Unrealized
2016
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
(169
)
 
$
316

 
$
(413
)
 
$
(309
)
Interest expense
—

 
1,642

 
—

 
(1,121
)
Direct operating expenses
(258
)
 
—

 
(708
)
 
—

Total
$
(427
)
 
$
1,958

 
$
(1,121
)
 
$
(1,430
)
2015
 
 
 
 
 
 
 
Gain on commodity derivatives, net
$
575

 
$
241

 
$
966

 
$
308

Interest income (expense)
(36
)
 
69

 
(240
)
 
215

Direct operating expenses
(219
)
 
—

 
(694
)
 
—

Total
$
320

 
$
310

 
$
32

 
$
523

Fair Value Measurement
Fair Value Measurement
Fair Value Measurement

We apply the market approach for recurring fair value measurements, employing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We have consistently used the same valuation techniques for all periods presented. Please read Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Fair Value Measurements and Note 7 - Fair Value Measurement in our Annual Report for further discussion.
We believe the carrying amount of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximates fair value because of the short-term maturity of these instruments.
The recorded value of the amount outstanding under the Credit Agreement (as defined herein) approximates its fair value, as interest rates are variable, based on prevailing market rates, and due to the short-term nature of borrowings and repayments under the Credit Agreement (as defined herein).
The recorded value of the 3.77% Senior Notes approximates its fair value as the notes were issued on September 30, 2016. The fair value of our fixed interest 3.77% Senior Notes will be classified as a Level 3 measurement as defined by ASC 820.
The fair value of our commodity and interest rate derivatives instruments are estimated using a market valuation methodology based upon forward commodity price curves, volatility curves as well as other relevant economic measures, if necessary. Discount factors may be utilized to extrapolate a forecast of future cash flows associated with long dated transactions or illiquid market points. The inputs are obtained from independent pricing services, and we have made no adjustments to the obtained prices.
We will recognize transfers between levels at the end of the reporting period in which the transfer occurred. There were no such transfers during the nine months ended September 30, 2016 and 2015.

Fair Value of Financial Instruments

The following table sets forth, by level within the fair value hierarchy, our commodity derivative instruments and interest rate swaps, included as part of Risk management assets and Risk management liabilities within our unaudited condensed consolidated balance sheets, that were measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value of the Assets (Liabilities)
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net:
 
 
 
 
 
 
 
 
 
September 30, 2016
$
(309
)
 
$
—

 
$
(309
)
 
$
—

 
$
(309
)
December 31, 2015
—

 
—

 
—

 
—

 
—

Interest rate swaps:
 
 
 
 
 
 
 
 
 
September 30, 2016
$
(1,121
)
 
$
—

 
$
(1,121
)
 
$
—

 
$
(1,121
)
December 31, 2015
—

 
—

 
—

 
—

 
—



The unamortized portion of the premium paid in relation to the weather derivative described in Note 5 - Derivatives is included within Risk management assets on our unaudited condensed consolidated balance sheets, however is not included as part of the above table as it is recorded at amortized carrying cost, not fair value.

Non Financial Assets and Liabilities

Non financial assets and liabilities that are measured at fair value on a nonrecurring basis are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of such assets and liabilities and their placement within the fair value hierarchy.

The fair values of asset retirement obligations are recurring and require significant Level 3 inputs. Please see a reconciliation of our asset retirement obligations and further discussion regarding the inputs in Note 11 - Asset Retirement Obligations. The fair values of certain property acquisitions and business combinations are nonrecurring and require significant Level 3 inputs. Please see further discussion in Note 2 - Acquisitions.
Property, Plant and Equipment, Net
Property, Plant and Equipment, Net
Property, Plant and Equipment, Net

Property, plant and equipment, net, as of September 30, 2016 and December 31, 2015 were as follows (in thousands):
 
Useful Life
(in years)
 
September 30,
2016
 
December 31,
2015
Land
N/A
 
$
5,282

 
$
5,282

Construction in progress
N/A
 
84,613

 
46,045

Buildings and improvements
4 to 40
 
10,623

 
9,864

Processing and treating plants
8 to 40
 
102,067

 
97,784

Pipelines and compressors
3 to 40
 
574,460

 
554,400

Storage
20 to 40
 
57,918

 
58,394

Equipment
5 to 20
 
38,591

 
22,207

Total property, plant and equipment
 
 
873,554

 
793,976

Accumulated depreciation
 
 
(173,576
)
 
(145,963
)
Property, plant and equipment, net
 
 
$
699,978

 
$
648,013



Of the gross property, plant and equipment balances at September 30, 2016 and December 31, 2015, $142.6 million and $111.9 million, respectively, were related to AlaTenn, Midla and High Point Gathering Systems, our FERC regulated interstate and intrastate assets.

Capitalized interest was $0.7 million and $0.9 million for the three months ended September 30, 2016 and 2015, respectively, and $1.7 million and $1.6 million for the nine months ended September 30, 2016 and 2015, respectively.

Depreciation expense was $9.5 million and $7.9 million for the three months ended September 30, 2016 and 2015, respectively, and $27.7 million and $23.3 million for the nine months ended September 30, 2016 and 2015, respectively.

In February 2016, the Partnership reached a settlement of certain indemnification claims with Energy Spectrum Partners VI LP and Costar Midstream Energy, LLC, the sellers in the Partnership’s acquisition of 100% of the membership interests of Costar Midstream, L.L.C. (“Costar” and such acquisition, the “Costar Acquisition”), whereby 1,034,483 of the common units held in escrow were returned to the Partnership and canceled, while the Partnership agreed to pay the Costar sellers an additional $0.7 million in cash. The net impact of this settlement was recorded as a reduction in Property, plant and equipment, net and Limited partner interests.
Goodwill and Intangible Assets, Net
Goodwill and Intangible Assets, Net
Goodwill and Intangible Assets, Net

The carrying value of goodwill as of September 30, 2016 and December 31, 2015, all of which related to our Terminals segment, was $16.3 million. The goodwill was contributed to the Partnership as part of the acquisition of Blackwater Midstream Holdings LLC (“Blackwater”) and other related subsidiaries from an affiliate of our General Partner (the “Blackwater Acquisition”).

Intangible assets, net, consists of customer relationships and dedicated acreage agreements identified as part of the Costar and Lavaca acquisitions. These intangible assets have definite lives and are subject to amortization on a straight-line basis over their economic lives, currently ranging from 10 years to 30 years. Intangible assets, net, consist of the following (in thousands):
 
September 30,
 
December 31,
 
2016
 
2015
Gross carrying amount:
 
 
 
    Customer relationships
$
53,400

 
$
53,400

    Dedicated acreage
53,350

 
53,350

 
106,750

 
106,750

Accumulated amortization:
 
 
 
    Customer relationships
$
(5,054
)
 
$
(3,124
)
    Dedicated acreage
(3,994
)
 
(2,661
)
 
$
(9,048
)
 
$
(5,785
)
Net carrying amount:
 
 
 
    Customer relationships
$
48,346

 
$
50,276

    Dedicated acreage
49,356


50,689

 
$
97,702


$
100,965



Amortization expense related to our intangible assets totaled $1.1 million and $1.2 million for the three months ended September 30, 2016 and 2015, respectively, and $3.3 million and $4.3 million for the nine months ended September 30, 2016 and 2015, respectively.
Investment in unconsolidated affiliates
Investment in unconsolidated affiliates
Investment in unconsolidated affiliates

The following table summarizes our percentage ownership interests in investments in unconsolidated affiliates:
 
Percentage Ownership
Destin
49.7%
Tri-States
16.7%
Delta House
13.9%
Wilprise
25.3%
Okeanos
66.7%
Main Pass Oil Gathering Company, LLC (“MPOG”)
66.7%
Mesquite
47.3%


The following table presents the activity in the Partnership’s equity investments for the nine months ended September 30, 2016 (in thousands):
 
Destin
 
Tri-States
 
Delta House
 
Others (1)
 
Total
Balances at December 31, 2015
$
—

 
$
—

 
$
56,525

 
$
25,776

 
$
82,301

  Investments
122,830

 
56,681

 
9,873

 
32,515

 
221,899

  Earnings in unconsolidated affiliates
3,140

 
1,373

 
21,943

 
3,527

 
29,983

  Contributions
—

 
—

 
—

 
13,099

 
13,099

  Distributions
(11,350
)
 
(2,092
)
 
(42,113
)
 
(7,242
)
 
(62,797
)
Balances at September 30, 2016
$
114,620


$
55,962


$
46,228


$
67,675


$
284,485

_______________________
(1) Includes activity associated with our non-operated interests in Wilprise, Okeanos, MPOG and Mesquite.

The following tables present the summarized combined financial information for the Partnership’s equity investments (amounts represent 100% of investee financial information):
Balance Sheets:
September 30, 2016
 
December 31, 2015
Current assets
$
143,362

 
$
2,086

Non-current assets
1,388,584

 
288,617

Current liabilities
187,712

 
366

Non-current liabilities
489,667

 
23,617


 
Three months ended September 30,
 
Nine months ended September 30,
Statements of Operations:
2016
 
2015
 
2016
 
2015
Total revenue
$
94,448

 
$
9,201

 
$
246,445

 
$
13,610

Operating expense
10,443

 
1,274

 
17,984

 
3,011

  Net income
66,410

 
5,975

 
187,187

 
6,216



The unconsolidated affiliates described above were each determined to be variable interest entities due to disproportionate economic interests and decision making rights. In each case, the Partnership lacks the power to direct the activities that most significantly impact each unconsolidated affiliate’s economic performance. As the Partnership does not hold a controlling interest in these affiliates, the Partnership accounts for its related investments using the equity method. The Partnership’s maximum exposure to loss related to each entity is limited to its equity investment as presented on the condensed consolidated balance sheet at September 30, 2016. In each case, the Partnership is not obligated to absorb losses greater than its proportional ownership percentages indicated above. In each case, the Partnership’s right to receive residual returns is not limited to any amount less than the proportional ownership percentages indicated above.
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities were as follows (in thousands):
 
 
September 30,
 
December 31,
 
 
2016
 
2015
Current portion of asset retirement obligation (1)
 
$
6,106

 
$
6,822

Accrued capital expenditures
 
8,151

 
3,984

Accrued expenses
 
10,638

 
3,178

Due to related parties
 
3,107

 
3,894

Accrued interest
 
5,228

 
1,411

Accrued property taxes
 
3,448

 
359

Accrued unitholder distribution (2)
 
5,000

 
—

Other
 
6,603

 
5,387

 
 
$
48,281


$
25,035


_______________________
(1) Associated with certain Gathering and Processing and Transmission assets.
(2) Please see Note 17 - Related Party Transactions for more information.
Asset Retirement Obligations
Asset Retirement Obligations
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 Transmission 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 16 - Commitments and Contingencies.

The following table is a reconciliation of our AROs for the nine months ended September 30, 2016 (in thousands):
 
 
Balances at December 31, 2015
$
35,371

Liabilities assumed (1)
14,300

Expenditures
(771
)
Accretion expense
1,082

Balances at September 30, 2016
$
49,982

Less: current portion
6,106

   Long-term asset retirement obligation
$
43,876

_______________________
(1) As a result of the Gulf of Mexico Pipeline acquisition described in Note 2 - Acquisitions, we recorded an ARO of $14.3 million.

We are required to establish security against any potential secondary obligations relating to the abandonment of certain transmission assets that may be imposed on the previous owner by applicable regulatory authorities. As such, we have a restricted cash account maintained by a third party that amounted to $5.0 million as of September 30, 2016 and December 31, 2015 and is presented in Other assets, net in our unaudited condensed consolidated balance sheets.
Debt Obligations
Debt Obligations
Debt Obligations

Our outstanding borrowings were as follows at the dates indicated (in thousands):
 
September 30,
2016
 
December 31,
2015
Revolving credit facility
$
672,694

 
$
525,100

3.77% Senior Notes, due 2031
60,000

 
—

Other debt
—

 
2,338

Total debt obligations
732,694


527,438

Unamortized debt issuance costs (1)
(2,254
)
 
—

 
730,440


527,438

Less: Current portion, including unamortized debt issuance costs
1,351

 
2,338

   Total debt obligation
$
729,089


$
525,100


_______________________
(1) Relates to the 3.77% Senior Notes at September 30, 2016.

Credit Agreement

Effective as of April 25, 2016, the Partnership entered into the Second Amendment to the Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), which provided for maximum borrowings equal to $750.0 million, with the ability to further increase the borrowing capacity to $900.0 million, subject to lender approval. 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.

Our obligations under the Credit Agreement are secured by a lien on substantially all of our assets. Advances made under the Credit Agreement are guaranteed on a senior unsecured basis by certain of our subsidiaries (the “Guarantors”). These guarantees are full and unconditional and joint and several among the Guarantors. The terms of the Credit Agreement include covenants that restrict our ability to make cash distributions and acquisitions in some circumstances. The remaining principal balance of loans and any accrued and unpaid interest will be due and payable in full on the maturity date, which is September 5, 2019.

On September 30, 2016, in connection with the 3.77% Senior Note Purchase Agreement, the Partnership entered into the Limited Waiver and Third Amendment to the Credit Agreement, which among other things, (i) allows Midla Holdings (as defined below), for so long as the 3.77% Senior Notes are outstanding, to be excluded from guaranteeing the obligations under the Credit Agreement and being subject to certain convents thereunder, (ii) releases the lien granted under the original credit agreement on D-Day’s equity interests in FPS Equity, and (iii) deems the FPS Equity excluded property under the Credit Agreement. All other terms under the Credit Agreement remain the same.

The Credit Agreement contains certain financial covenants, including a consolidated total leverage ratio which requires our indebtedness not to exceed 4.75 times adjusted consolidated EBITDA for the prior twelve month period, adjusted in accordance with the Credit Agreement (except for the current and subsequent two quarters after the consummation of a permitted acquisition, at which time the covenant may be increased to 5.25 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 financial covenants in our Credit Agreement may limit the amount available to us for borrowing to less than $750.0 million. In addition to the financial covenants described above, the Credit Agreement also contains customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). As of September 30, 2016, our consolidated total leverage ratio was 4.43 and our interest coverage ratio was 7.18, which was in compliance with the related requirements.

For the nine months ended September 30, 2016 and 2015, the weighted average interest rate on borrowings under our Credit Agreement was approximately 4.27% and 3.50%, respectively.

At September 30, 2016 and December 31, 2015, letters of credit outstanding under the Credit Agreement were $7.6 million and $1.8 million, respectively.

As of September 30, 2016, we were in compliance with the covenants included in the Credit Agreement. Our ability to maintain compliance with the consolidated total 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.

3.77% Senior Notes

On September 30, 2016, Midla Financing, Midla, and MLGT entered into the 3.77% Senior Note Purchase Agreement. with certain institutional investors (the “Purchasers”). Pursuant to the 3.77% Senior Note Purchase Agreement, Midla Financing issued an aggregate of $60.0 million principal amount of Senior Notes to the Purchasers, which bear interest at a rate of 3.77% per annum that is paid quarterly. Principal on the 3.77% Senior Notes is payable in installments on the last business day of each fiscal quarter end beginning June 30, 2017. The 3.77% Senior Notes are payable in full on June 30, 2031. The average quarterly principal payment is approximately $1.1 million.The 3.77% Senior Notes were issued at par and provided net proceeds of approximately $57.7 million (after deducting related issuance costs). On September 30, 2016, we used $14.0 million of the proceeds to pay down a portion of our Credit Agreement. The 3.77% Senior Note Purchase Agreement allows the Partnership to reimburse itself for cash previously spent on the retirement of the former Midla pipeline and construction of the Midla-Natchez Line. As of September 30, 2016, we had restricted cash of $43.7 million from the issuance of the 3.77% Senior Notes.

The Note Purchase Agreement includes customary representations and warranties, affirmative and negative covenants (including financial covenants), and events of default that are customary for a transaction of this type. Many of these provisions apply not only to Midla Financing and the Note Guarantors, but also to American Midstream Midla Financing Holdings, LLC (“Midla Holdings”), a wholly owned subsidiary of the Partnership and the sole member of Midla Financing. Among other things, 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 3.77% Senior 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.

In connection with the 3.77% Senior Note Purchase Agreement, the Note Guarantors guaranteed the payment in full of all Midla Financing’s obligations under the 3.77% Senior Note Purchase Agreement. Also, Midla Financing and the Note Guarantors granted a security interest in substantially all of their tangible and intangible personal property, including the membership interests in each Note Guarantor held by Midla Financing, and Midla Holdings pledged the membership interests in Midla Financing to the Collateral Agent. Please read Note 16 - Commitments and Contingencies - Guarantees for further discussion.

Net proceeds from the 3.77% Senior Notes are restricted and will be 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, and (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. Please read Note 16 - Commitments and Contingencies - Regulatory matters for further discussion of the Midla-Natchez Line.

Other debt

Other debt represents insurance premium financing in the original amount of $3.0 million bearing interest at 3.95% per annum, which was repaid in equal monthly installments of approximately $0.3 million through the third quarter of 2016.
Partners’ Capital and Convertible Preferred Units
Partners’ Capital and Convertible Preferred Units
Partners’ Capital and Convertible Preferred Units

Our capital accounts are comprised of approximately 1.3% notional General Partner interests and 98.7% limited partner interests as of September 30, 2016. 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.

Affiliates of our General Partner hold and participate in distributions on our Series A Units and Series C Units (see below for further details) with such distributions being made in paid-in-kind units, cash or a combination thereof, at the election of the Board of Directors of our General Partner. The Series A Units and Series C Units are entitled to vote along with Limited Partner common unitholders and such units are currently convertible to common units.

On February 1, 2016, all outstanding Series B Units were converted on a one-for-one basis into common units. Prior to their conversion, our General Partner held and participated in distributions on our Series B Units with such distributions being made in cash or with paid-in-kind Series B Units. The holders of Series B Units were entitled to vote along with the holders of common units prior to conversion.

At-The-Market (“ATM”) Offering

On October 18, 2015, we filed a prospectus supplement related to the offer and sale from time to time of common units in an at-the-market offering. During the second quarter of 2016, we sold 248,561 common units for proceeds of $3.0 million, net of commissions and accrued offering costs of $0.2 million, which were used for general partnership purposes including the repayment of amounts outstanding under the Credit Agreement, the funding of acquisitions and the funding of capital expenditures. We sold no units during the third quarter of 2016. As of September 30, 2016, approximately $96.8 million remained available for sale under the Partnership’s ATM Equity Offering Sales Agreement.

Series C Convertible Preferred Units

On April 25, 2016, the Series C Units were created and issued pursuant to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (“Partnership Agreement”).

The Series C Units have the right to receive cumulative distributions in the same priority as the Series A Units, which is before any other distributions made in respect of any other partnership interests, in the amounts described herein with such distributions being made in paid-in-kind units, cash or a combination thereof, at the election of the Board of Directors of our General Partner. If all or any portion of a distribution on the Series C Units is to be paid in cash, then the aggregate amount of such cash to be distributed in respect of the Series C Units outstanding will be paid out of available cash in the same priority as any cash distributions made to the Series A unitholders, which will be made prior to any distributions to the General Partner or our common unitholders. To the extent that any portion of a distribution on Series C units (or Series A units) to be paid in cash exceeds the amount of Available Cash (as defined in the Partnership Agreement), an amount of cash equal to the Available Cash will be paid pro rata to the Series A unitholders and the Series C unitholders and the balance of such Series A quarterly distribution and Series C quarterly distributions will become an arrearage until paid in a future quarter.

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 (i) the sum of $14.00 and all accrued and accumulated but unpaid distributions, divided by (ii) the conversion price.

In the event that the Partnership issues, sells or grants 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.

Upon any liquidation and winding up of the Partnership or the sale of substantially all of the assets of the Partnership, the holders of Series C Units generally will be entitled to receive, in preference to the holders of any of the Partnership’s other securities, an amount equal to the sum of the $14.00 multiplied by the number of Series C Units owned by such holders, plus all accrued but unpaid distributions.

Call Right

At any time prior to April 25, 2017, the Partnership has the right (the “Series C Call Right”) to require the holders of the Series C Units to sell, assign and transfer all or a portion of the then outstanding Series C Units to the Partnership for a purchase price of $14.00 per Series C Unit (subject to customary anti-dilution adjustments), plus all accrued but unpaid distributions on each Series C Unit.

The Partnership may not exercise the Series C Call Right with respect to any Series C Unit if the holder has elected to convert it into common units on or prior to the date the Partnership has provided notice of its intent to exercise its Series C Call Right, and may not exercise the Series C Call Right if doing so would violate applicable law or result in a default under any financing agreement or obligation of the Partnership or its affiliates.

Warrant

On April 25, 2016, pursuant to the Securities Purchase Agreement, the Partnership issued the Warrant to Magnolia Infrastructure Partners, LLC (“Magnolia,” an affiliate of our General Partner), which allows it to purchase up to 800,000 common units at an exercise price of $7.25 per common unit. The Warrant is subject to standard anti-dilution adjustments and is exercisable for a period of seven years.

On April 25, 2017, the number of common units that may be purchased pursuant to the exercise of the Warrant will be adjusted by an amount, rounded to the nearest whole common unit, equal to the product obtained by the following calculation: (i) 400,000 multiplied by (ii) (A) the Series C Issue Price multiplied by the number of Series C Units then outstanding less $45.0 million divided by (B) the Series C Issue Price multiplied by the number of Series C Units issued, less $45.0 million.

Any Series C Units issued in-kind as a distribution to holders of Series C Units (“Series C PIK Units”) will increase the number of common units that can be purchased upon exercise of the Warrant by an amount, rounded to the nearest whole common unit, equal to the product obtained by the following calculation: (i) the total number of common units into which each Warrant may be exercised immediately prior to the most recent issuance of the Series C PIK Units multiplied by (ii) (A) the total number of outstanding Series C Units immediately after the most recent issuance of Series C PIK Units divided by (B) the total number of outstanding Series C Units immediately prior to the most recent issuance of Series C PIK Units.

The fair value of the 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.

General Partner Units

In order to maintain its ownership percentage, we received proceeds of $1.9 million from our General Partner as consideration for the issuance of 135,813 additional notional General Partner units for the nine months ended September 30, 2016. For the nine months ended September 30, 2015, we received proceeds of $2.0 million for the issuance of 143,517 additional notional General Partner units.

Outstanding Units

The number of units outstanding as of September 30, 2016 and December 31, 2015, respectively, were as follows (in thousands):
 
September 30,
2016
 
December 31,
2015
Series A convertible preferred units
9,951

 
9,210

Series B convertible units
—

 
1,350

Series C convertible preferred units
8,664

 
—

Limited Partner common units
31,195

 
30,427

General Partner units
672

 
536



Distributions

We made cash distributions as follows (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2016
 
2015
 
2016
 
2015
Series A convertible preferred units
$
2,449

 
$
—

 
$
2,449

 
$
—

Series C convertible preferred units
1,302

 
—

 
1,302

 
—

Limited Partner common units
12,851

 
10,755

 
40,614

 
32,221

General Partner units
174

 
522

 
569

 
840

General Partners’ incentive distribution rights
—

 
1,293

 
1,806

 
3,874

  Total
$
16,776

 
$
12,570

 
$
46,740

 
$
36,935



On October 20, 2016, we announced that the Board of Directors of our General Partner declared a quarterly cash distribution of $0.4125 per common unit for the quarter ended September 30, 2016, or $1.65 per common unit on an annualized basis. The distribution is expected to be paid on November 14, 2016, to unitholders of record as of the close of business on November 3, 2016.

At September 30, 2016, we accrued $2.5 million of contractual cash distributions and $2.3 million of paid-in-kind Series A Units that will be issued in November 2016. At September 30, 2016, we accrued $1.8 million of contractual cash distributions and $1.8 million of Series C PIK Units that will be issued in November 2016.

For the nine months ended September 30, 2016, the Partnership issued 740,735 of paid-in-kind Series A Units and accrued a combination of cash and paid-in-kind unitholder distributions for Series A Units with a fair value of $11.4 million. For the nine months ended September 30, 2015, the Partnership issued 613,706 of paid-in-kind Series A Units and accrued a combination of cash and paid-in-kind unitholder distributions for Series A Units with a fair value of $12.6 million.

For the nine months ended September 30, 2016, the Partnership issued 93,039 of Series C PIK Units and accrued a combination of cash and paid-in-kind unitholder distributions for Series C Units with a fair value of $4.6 million.

The fair value of the paid-in-kind Series A Unit and Series C Unit distributions for all quarters presented was determined primarily 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 $0.02 per unit to $1.88 per unit using a Black-Scholes model, and iii) assumed discount rate of 10.0%.

Net Income (Loss) attributable to Limited Partners

Net income (loss) is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages, after giving effect to distributions on Series A Units and Series C Units, and declared distributions on the Series B Units and General Partner units, including incentive distribution rights. Unvested unit-based payment awards that contain non-forfeitable rights to distributions (whether paid or unpaid) are classified as participating securities and are included in our computation of basic and diluted 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 income (loss) by the weighted average number of outstanding limited partner units during the period.

We determined basic and diluted limited partners’ net income (loss) per common unit as follows (in thousands, except per unit amounts):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2016
 
2015
 
2016
 
2015
Net income (loss) from continuing operations
$
2,679

 
$
(4,574
)
 
$
(4,876
)
 
$
(5,740
)
Less: Net income attributable to noncontrolling interests
1,196

 
34

 
2,175

 
80

Net income (loss) from continuing operations attributable to the Partnership
1,483


(4,608
)

(7,051
)

(5,820
)
Less:
 
 
 
 
 
 
 
Distributions on Series A Units
4,806

 
4,991

 
13,878

 
12,598

Distributions on Series C Units
3,611

 
—

 
5,861

 
—

Declared distributions on Series B Units
—

 
324

 
—

 
1,157

General partner’s distribution
174

 
1,815

 
2,375

 
4,714

General partner’s share in undistributed loss
(265
)
 
(294
)
 
(928
)
 
(737
)
Net loss from continuing operations available to Limited Partners
(6,843
)

(11,444
)

(28,237
)

(23,552
)
Net loss from discontinued operations available to Limited Partners
—

 
(53
)
 
—

 
(79
)
Net loss available to Limited Partners
$
(6,843
)

$
(11,497
)

$
(28,237
)

$
(23,631
)
 
 
 
 
 
 
 
 
Weighted average number of common units used in computation of Limited Partners’ net loss per common unit - basic and diluted
31,168

 
23,987

 
30,979

 
23,154

 
 
 
 
 
 
 
 
Limited Partners’ net loss per common unit - basic and diluted (1)
$
(0.22
)

$
(0.48
)

$
(0.91
)

$
(1.02
)
_______________________
(1) Potential common unit equivalents are antidilutive for all periods and, as a result, have been excluded from the determination of diluted limited partners’ net income (loss) per common unit
Long-Term Incentive Plan
Long-Term Incentive Plan
Long-Term Incentive Plan

Our General Partner manages our operations and activities and employs the personnel who provide support to our operations. On November 19, 2015, the Board of Directors of our General Partner approved the Third Amended and Restated Long-Term Incentive Plan to 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”) which, among other things, increased the number of available awards by 6,000,000 common units. At September 30, 2016 and December 31, 2015, there were 4,951,795 and 15,484 common units, respectively, available for future issuance under the LTIP.

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, such as options and DERs, 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, grants issued typically vest in increments of 25% on each grant anniversary date 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 the Partnership’s Series A Unitholders receive distributions in cash and will vest in one lump sum installment 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, 2016:

 
 
Units
 
Weighted-Average Grant Price
Outstanding at beginning of period
 
569,759

 
$
13.15

Granted
 
1,342,016

 
1.89

Forfeited
 
(313,884
)
 
2.22

Vested
 
(243,828
)
 
12.97

Outstanding at end of period
 
1,354,063

 
$
4.55



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. For the three months ended September 30, 2016 and 2015, compensation costs related to these awards were $1.4 million and $0.6 million, respectively, and for the nine months ended September 30, 2016 and 2015, were $2.9 million and $2.8 million, respectively. For the three and nine months ended September 30, 2016, $0.7 million and $2.2 million, respectively, were classified as equity compensation expense. For both the three and nine months ended September 30, 2016, the remaining $0.7 million related to the acceleration of equity awards for certain employees was classified as transaction costs within Selling, general, and administrative expense in our unaudited condensed consolidated statements of operations. Please see the Note 16 - Commitments and Contingencies for further discussion. The entire balance for the three and nine months ended September 30, 2015 was classified as Equity compensation expense.

The total fair value of vested units at the time of vesting was $1.8 million and $2.5 million for the nine months ended September 30, 2016 and 2015, respectively.

Equity compensation expense related to unvested awards not yet recognized at September 30, 2016 and 2015 was $4.9 million and $5.5 million, respectively, and the weighted average period over which this cost is expected to be recognized as of September 30, 2016 was approximately 2.4 years.

Performance and Service Condition Awards. In November 2015, the Board of Directors of our General Partner modified awards to introduce certain performance and service conditions that we believe are probable of being achieved, amounting to $2.0 million payable in a variable amount of unit awards at the time of grant. Prior to the third quarter of 2016, these awards were accounted for as liability classified awards and equity-based compensation was accrued from the service-inception date through the estimated date of meeting both the performance and service conditions. During the third quarter of 2016, we decided to settle the obligation in cash. We reclassified previously recognized equity based compensation expense of $0.6 million from equity compensation expense to direct operating expenses in our condensed consolidated statement of operations. Expense related to these awards for the three and nine months ended September 30, 2016 was $0.6 million and $1.2 million, respectively. Compensation costs related to unvested awards not yet recognized at September 30, 2016 was $0.3 million.

Option to Purchase Common Units. In December 2015, the Board of Directors of our General Partner approved the grant of an option to purchase 200,000 common units of the Partnership at an exercise price per unit equal to $7.50 (the “December Option Grant”). The December Option Grant will vest in one lump sum installment on January 1, 2019, subject to acceleration in certain circumstances, and will expire on March 15th of the calendar year following the calendar year in which it vests.

In August 2016, the Board of Directors of our General Partner approved the grant of an option to purchase 30,000 common units of the Partnership at an exercise price per unit equal to $12.00 (the “August Option Grant”). The August Option Grant will vest in one lump sum installment on July 31, 2019, subject to continued employment with the Company, and will expire on July 31st of the calendar year following the calendar year in which it vests.

In September 2016, the Board of Directors of our General Partner approved the grant of an option to purchase 45,000 common units of the Partnership at an exercise price per unit equal to $13.88. On the one year grant anniversary date 25% of the option grant will vest, and the remaining 75% will vest in 25% increments on each succeeding anniversary date. The option grants will expire September 30th of the calendar year following the calendar year in which it vests.

The following table summarizes our Option Grant awards, in units:
 
 
Nine months ended September 30, 2016
 
 
Units
 
Weighted-Average Exercise Price
Outstanding at beginning of period
 
200,000

 
$
7.50

Granted
 
75,000

 
13.13

Forfeited
 
—

 
—

Vested
 
—

 
—

Outstanding at end of period
 
275,000

 
$
9.03



Compensation costs related to these awards for the three and nine months ended September 30, 2016 were immaterial. Compensation costs related to unvested awards not yet recognized at September 30, 2016 was $0.2 million.
Income Taxes
Income Taxes
Income Taxes

With the exception of certain subsidiaries in our Terminals Segment, the Partnership is not subject to U.S. federal or state income taxes as such income taxes are generally borne by our unitholders through the allocation of our taxable income (loss) to them. The State of Texas does impose a franchise tax that is assessed on the portion of our taxable margin that is apportioned to Texas.

Income tax expense for the three and nine months ended September 30, 2016 was $0.4 million and $1.3 million, respectively, resulting in an effective tax rate of 14.1% and 36.4%, respectively. For the three and nine months ended September 30, 2015, income tax expense was $0.6 million and $1.1 million, respectively, resulting in an effective tax rate of 14.9% and 22.8%, respectively.

The effective tax rates for the three and nine months ended September 30, 2016 and 2015, differ from the statutory rate primarily due to the portion of the Partnership’s income and loss that is not subject to U. S. federal and state income taxes, as well as transactions between the Partnership and its taxable subsidiary that generate tax deductions for the taxable subsidiary, which are eliminated in consolidation.
Commitments and Contingencies
Commitments and Contingencies
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 or results of operations.

Environmental matters

We are subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent to natural gas pipelines, NGL and crude pipelines and their operation, as well as terminal operations and we could, at times, be subject to environmental cleanup and enforcement actions. We attempt to manage this environmental risk through appropriate environmental policies and practices to minimize any impact our operations may have on the environment.

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”) allowing Midla to retire the existing 1920’s vintage 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, the Partnership 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 with service expected to begin in the first six months of 2017. Under the Midla Agreement, Midla plans to execute long-term agreements seeking to recover its investment in the Midla-Natchez Line.

Exit and disposal costs

On March 9, 2016, management committed to a corporate relocation plan and communicated that plan to the impacted employees. The plan includes relocation assistance or one-time termination benefits for employees who render service until their respective termination date. Charges associated with one-time termination benefits were recognized ratably over the requisite service period and presented in Selling, general and administrative expenses in our unaudited condensed consolidated statement of operations. For the three and nine months ended September 30, 2016, we recorded $5.3 million and $6.6 million, respectively, in termination benefits. At September 30, 2016, our outstanding accrual was approximately $0.8 million and is recorded in Accrued expenses and other current liabilities in our unaudited condensed consolidated balance sheet. We expect the plan to be complete in the fourth quarter of 2016.

On August 31, 2016, we vacated our former corporate office space and recorded a $0.4 million liability for the present value of the remaining lease payments. We also entered into a new corporate office lease which commenced on August 1, 2016 and expires on August 15, 2032. Below is our contractual obligation related to the new corporate office lease (in thousands):

 
Office Lease
2016
$
—

2017
369

2018
895

2019
920

2020
945

Thereafter
12,844

 
$
15,973

Related Party Transactions
Related Party Transactions
Related Party Transactions

In December 2013, the Partnership completed a merger with Blackwater Midstream Holdings, LLC (“Blackwater”) and AL Blackwater, LLC (“ALB”), both affiliates of ArcLight, under which Blackwater became a wholly owned subsidiary of the Partnership. The merger was accounted for as a common control transaction.The merger agreement included a provision whereby ALB would be entitled to additional $5.0 million of merger consideration based on Blackwater’s assets meeting certain operating targets. During the third quarter of 2016, the Partnership determined that it was probable the operating targets would be met in early 2017 and recorded a $5.0 million accrued unitholder distribution in the accompanying condensed consolidated financial statements as of September 30, 2016.

Employees of our General Partner are assigned to work for the Partnership 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 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. During the three and nine months ended September 30, 2016, expenses of $11.6 million and $28.5 million, respectively, were charged to the Partnership by our General Partner. During the three and nine months ended September 30, 2015, expenses of $7.2 million and $21.4 million, respectively, were charged to the Partnership by our General Partner.

During the second quarter of 2014, the Partnership and an affiliate of its General Partner entered into a Management Service Fee arrangement under which the affiliate pays a monthly fee to reimburse the Partnership for administrative expenses incurred on the affiliate’s behalf. For the three and nine months ended September 30, 2016, the Partnership recognized $0.2 million and $0.6 million, respectively, in management fee income, and recognized $0.3 million and $1.2 million, respectively, for the three and nine months ended September 30, 2015 that was recorded as a reduction to Selling, general and administrative expenses.

As of September 30, 2016 and December 31, 2015, the Partnership had $3.1 million and $3.8 million, 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.
Reportable Segments
Reportable Segments
Reportable Segments

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

Gathering and Processing

Our Gathering and Processing segment provides “wellhead-to-market” services to producers of natural gas and crude oil, which include transporting raw natural gas and crude oil 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, crude oil and NGLs to various markets and pipeline systems.

Transmission

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

Terminals

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

These segments are monitored separately by management for performance and are consistent with the Partnership’s internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Gross margin is a performance measure utilized by management to monitor the results of each segment.

The following tables set forth our segment information for the three and nine months ended September 30, 2016 and 2015 (in thousands):
 
Three months ended September 30, 2016
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
43,163

 
$
14,368

 
$
6,140

 
$
63,671

Gain (loss) on commodity derivatives, net
148

 
(1
)
 
—

 
147

Total revenue
43,311


14,367


6,140


63,818

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
23,794

 
2,288

 
—

 
26,082

Direct operating expenses
9,924

 
2,915

 
3,203

 
16,042

Selling, general and administrative expenses
 
 
 
 
 
 
13,289

Equity compensation expense
 
 
 
 
 
 
104

Depreciation, amortization and accretion expense
 
 
 
 
 
 
11,018

Total operating expenses
 
 
 
 
 
 
66,535

Interest expense
 
 
 
 
 
 
(5,156
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
10,993

Income tax expense
 
 
 
 
 
 
(441
)
Net income
 
 
 
 
 
 
2,679

Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
1,196

Net income attributable to the Partnership
 
 
 
 
 
 
$
1,483

 
 
 
 
 
 
 
 
Segment gross margin (1)
$
18,821

 
$
12,071

 
$
2,937

 
$
33,829

_________________________
(1) Segment gross margin for our Gathering and Processing segment consists of total revenue less (i) unrealized gain on commodity derivatives of $0.3 million, (ii) construction and operating management agreement (“COMA”) income of $0.4 million and (iii) purchases of natural gas, NGLs and condensate.

Segment gross margin for our Transmission segment consists of total revenue less COMA income of less than $0.1 million and purchases of natural gas, NGLs and condensate.

Segment gross margin for our Terminals segment consists of total revenue less direct operating expenses.

    




 
Three months ended September 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
40,103

 
$
9,977

 
$
4,745

 
$
54,825

Gain on commodity derivatives, net
816

 
—

 
—

 
816

Total revenue
40,919


9,977


4,745


55,641

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
22,055

 
2,376

 
—

 
24,431

Direct operating expenses
10,119

 
3,595

 
1,614

 
15,328

Selling, general and administrative expenses
 
 
 
 
 
 
7,639

Equity compensation expense
 
 
 
 
 
 
574

Depreciation, amortization and accretion expense
 
 
 
 
 
 
9,160

Total operating expenses
 
 
 
 
 
 
57,132

Loss on sale of assets, net
 
 
 
 
 
 
(32
)
Interest expense
 
 
 
 
 
 
(3,553
)
Earnings in unconsolidated affiliate
 
 
 
 
 
 
1,094

Income tax expense
 
 
 
 
 
 
(592
)
Loss from discontinued operations, net of tax
 
 
 
 
 
 
(53
)
Net loss
 
 
 
 
 
 
(4,627
)
Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
34

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(4,661
)
 
 
 
 
 
 
 
 
Segment gross margin (1)
$
18,422

 
$
7,581

 
$
3,131

 
$
29,134

_______________________
(1) Segment gross margin for our Gathering and Processing segment consists of total revenue less (i) unrealized gain on commodity derivatives of $0.2 million, (ii) COMA income of $0.2 million and (iii) purchases of natural gas, NGLs and condensate.
    
Segment gross margin for our Transmission segment consists of total revenue less COMA income of less than $0.1 million and purchases of natural gas, NGLs and condensate.

Segment gross margin for our Terminals segment consists of total revenue less direct operating expenses.




    
 
Nine months ended September 30, 2016
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
116,091

 
$
33,335

 
$
16,516

 
$
165,942

Loss on commodity derivatives, net
(719
)
 
(3
)
 
—

 
(722
)
Total revenue
115,372


33,332


16,516


165,220

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
60,206

 
4,890

 
—

 
65,096

Direct operating expenses
31,158

 
9,181

 
6,415

 
46,754

Selling, general and administrative expenses
 
 
 
 
 
 
33,255

Equity compensation expense
 
 
 
 
 
 
2,213

Depreciation, amortization and accretion expense
 
 
 
 
 
 
32,015

Total operating expenses
 
 
 
 
 
 
179,333

Gain on sale of assets, net
 
 
 
 
 
 
90

Interest expense
 
 
 
 
 
 
(19,535
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
29,983

Income tax expense
 
 
 
 
 
 
(1,301
)
Net loss
 
 
 
 
 
 
(4,876
)
Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
2,175

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(7,051
)
 
 
 
 
 
 
 
 
Segment gross margin (1)
$
55,157

 
$
28,419

 
$
10,101

 
$
93,677

_______________________
(1)Segment gross margin for our Gathering and Processing segment consists of total revenue less (i) unrealized loss on commodity derivatives of $(0.3) million, (ii) COMA income of $0.3 million and (iii) purchases of natural gas, NGLs and condensate.
    
Segment gross margin for our Transmission segment consists of total revenue less COMA income of less than $0.1 million and purchases of natural gas, NGLs and condensate.

Segment gross margin for our Terminals segment consists of total revenue less direct operating expenses.

    


 
Nine months ended September 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
138,991

 
$
34,148

 
$
13,346

 
$
186,485

Gain on commodity derivatives, net
1,274

 
—

 
—

 
1,274

Total revenue
140,265


34,148


13,346


187,759

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
79,645

 
7,097

 
—

 
86,742

Direct operating expenses
28,342

 
10,027

 
4,793

 
43,162

Selling, general and administrative expenses
 
 
 
 
 
 
20,145

Equity compensation expense
 
 
 
 
 
 
2,822

Depreciation, amortization and accretion expense
 
 
 
 
 
 
28,099

Total operating expenses
 
 
 
 
 
 
180,970

Loss on sale of assets, net
 
 
 
 
 
 
(3,010
)
Interest expense
 
 
 
 
 
 
(9,719
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
1,265

Income tax expense
 
 
 
 
 
 
(1,065
)
Loss from discontinued operations, net of tax
 
 
 
 
 
 
(79
)
Net loss
 
 
 
 
 
 
(5,819
)
Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
80

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(5,899
)
 
 
 
 
 
 
 
 
Segment gross margin (1)
$
59,687

 
$
26,975

 
$
8,553

 
$
95,215

_______________________
(1) Segment gross margin for our Gathering and Processing segment consists of total revenue less (i) unrealized gain on commodity derivatives of $0.3 million, (ii) COMA income of $0.6 million and (iii) purchases of natural gas, NGLs and condensate.
    
Segment gross margin for our Transmission segment consists of total revenue less COMA income of $0.1 million and purchases of natural gas, NGLs and condensate.

Segment gross margin for our Terminals segment consists of total revenue less direct operating expenses.

A reconciliation of total assets by segment to the amounts included in the condensed consolidated balance sheets follows:
 
September 30,
 
December 31,
 
2016
 
2015
Segment assets:
 
 
 
Gathering and Processing
$
593,610

 
$
572,824

Transmission
208,370

 
133,870

Terminals
97,201

 
84,449

Other (1)
299,946

 
100,153

Total assets
$
1,199,127

 
$
891,296

_______________________
(1) Other assets not allocable to segments consist of investment in unconsolidated affiliates, corporate leasehold improvements and other assets.
Subsequent Event
Subsequent Events
Subsequent Events

Distribution

On October 20, 2016, we announced that the Board of Directors of our General Partner declared a quarterly cash distribution of $0.4125 per common unit for the quarter ended September 30, 2016, or $1.65 per common unit on an annualized basis. The distribution is expected to be paid on November 14, 2016, to unitholders of record as of the close of business on November 3, 2016.

Interest Rate Swap

On October 20, 2016, we entered into an interest rate swap with a notional amount of $150 million at a fixed rate of 1.475%. The interest rate swap was entered into with a single counterparty and we were not required to post collateral. The interest rate swap is effective beginning January 1, 2018 and will expire December 31, 2022.

JP Energy Partners Merger

On October 23, 2016, the Partnership and our General Partner entered into an Agreement and Plan of Merger (the “LP Merger Agreement”) with JP Energy Partners LP, a Delaware limited partnership (“JPE”), JPE Energy GP II LLC, a Delaware limited liability company and the general partner of JPE (“JPE GP”), Argo Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (“AMID Merger Sub”), and Argo Merger GP Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (“GP Sub”). Upon the terms and subject to the conditions set forth in the LP Merger Agreement, JPE will merge with and into AMID Merger Sub (the “LP Merger”), with JPE continuing its existence under Delaware law as the surviving entity in the LP Merger and an indirect but economically wholly-owned subsidiary of the Partnership. The conflicts committee and the Board of Directors of our General Partner unanimously approved the LP Merger Agreement. The conflicts committee retained independent financial and legal advisors. The board of directors of JPE GP unanimously approved the LP Merger Agreement and agreed to submit the LP Merger Agreement to a vote of JPE unitholders and to recommend that JPE’s unitholders adopt the LP Merger Agreement.

At the effective time of the LP Merger (the “Effective Time”), (i) each common unit of JPE (each, a “JPE Common Unit”) and each subordinated unit of JPE (each, a “JPE Subordinated Unit”) issued and outstanding or deemed issued and outstanding as of immediately prior to the Effective Time (other than JPE Common Units and JPE Subordinated Units held by Lonestar Midstream Holdings, LLC, a Delaware limited liability company, JP Energy Development LP, a Delaware limited partnership, or their respective affiliates (together the “Affiliated Holders”)) will be converted into the right to receive 0.5775 (the “Exchange Ratio”) of a common unit representing limited partner interests in the Partnership (the “Public Unit Consideration”) and (ii) each JPE Common Unit and each JPE Subordinated Unit issued and outstanding or deemed issued and outstanding as of immediately prior to the Effective Time held by the Affiliated Holders will be converted into the right to receive 0.5225 of a common unit (the “Affiliate Unit Consideration” and, together with the Public Unit Consideration, the “LP Merger Consideration”).

In connection with the LP Merger Agreement, on October 23, 2016, our General Partner entered into an Agreement and Plan of Merger (the “GP Merger Agreement”) with JPE GP and Argo GP Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of our General Partner. Upon the terms and subject to the conditions set forth in the GP Merger Agreement, Argo GP Sub, LLC will merge with and into JPE GP (the “GP Merger”), with the separate limited liability company existence of Argo GP Sub, LLC ceasing to exist and JPE GP continuing its existence under Delaware law as the surviving entity in the GP Merger and a wholly owned subsidiary of our General Partner. In connection with the consummation of the GP Merger, GP Sub will be admitted as the sole general partner of JPE and JPE GP will simultaneously cease to be the general partner of JPE. Under the terms of the GP Merger Agreement, all of the JPE GP membership interests issued and outstanding immediately prior to the effective time of the GP Merger will convert into a right to receive Class A Membership Interests (as such term is defined in the Third Amended and Restated Limited Liability Company of American Midstream GP, LLC, dated as of May 2, 2016 (the “AMID GP LLC Agreement”)) in our General Partner, representing a Sharing Percentage (as such term is defined in the AMID GP LLC Agreement) of 18.786%. Concurrently with the effective time of the GP Merger, the AMID GP LLC Agreement will be amended to reflect the issuance of such Class A Membership Interests.

Additional Delta House Investment

On October 31, 2016, D-Day acquired an additional 6.2% non-operated direct interest in Delta House for a purchase price of approximately $48.8 million which was funded with $34.5 million in net proceeds from the issuance of 2,333,333 newly issued Series D convertible preferred units (“Series D Preferred Units) plus $14.3 million of additional borrowings under our Credit Agreement. The Series D Preferred Units were issued at $15.00 per unit and if any Series D Preferred Units remain outstanding on June 30, 2017, the Partnership will issue a warrant to purchase up to 700,000 common units at an exercise price of $22.00 per common unit. An affiliate of our General Partner holds the Series D Preferred Units and participates in the related distributions which are to be made in paid-in-kind Series D Units, cash or a combination thereof at the election of the Board of Directors of our General Partner.

The investment in D-Day, together with our 26.3% interest in Pinto Offshore Holdings, LLC, an entity that owns a 49.0% non-operated interest in Delta House, results in the Partnership holding a combined 20.1% non-operated indirect and direct interest in Delta House.
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies)
Nature of Business 

Nature of Business

We are engaged 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; and storing specialty chemical products, all through our ownership and operation of 13 gathering systems, five processing facilities, three fractionation facilities, three interstate pipelines, five intrastate pipelines, three marine terminal sites and one crude oil pipeline. Our primary assets, which are strategically located in Alabama, Georgia, Louisiana, Mississippi, North Dakota, Tennessee, Texas and the Gulf of Mexico, provide critical infrastructure that links producers of natural gas, crude oil, NGLs, condensate and specialty chemicals to numerous intermediate and end-use markets. We operate more than 3,000 miles of pipelines that gather and transport over 1.1 Bcf/d of natural gas and operate approximately 2.4 million barrels of storage capacity across three marine terminal sites.

Basis of Presentation 
Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The year-end balance sheet data was derived from consolidated audited financial statements but does not include disclosures required by GAAP for annual periods. The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of financial position and results of operations for the respective interim periods.

Our financial results for the three and nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2016 (“Annual Report”)
Equity Method Investments 
Investment in Unconsolidated Affiliates

We hold various non-operated 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. These non-operated membership interests in which the Partnership exercises significant influence, but does not control and of which is not the primary beneficiary, are accounted for using the equity method and are reported in Investment in unconsolidated affiliates in the accompanying unaudited condensed consolidated balance sheets.

The Partnership believes the equity method is an appropriate means to recognize increases or decreases, measured by GAAP, in the economic resources underlying the investments. Regular evaluation of these investments is appropriate to evaluate any potential need for impairment. The Partnership uses evidence of a loss in value to identify if an investment has incurred an other than temporary decline.
Restricted cash and cash equivalents 
Restricted cash and cash equivalents

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”), each an indirect subsidiary of the Partnership entered into a Note Purchase and Guaranty Agreement (the “3.77% Senior Note Purchase Agreement”) with institutional investors in which Midla Financing sold $60 million in aggregate principal amount of senior secured notes due June 30, 2031 that bear interest at a rate of 3.77% per annum (the “3.77% Senior Notes”). The 3.77% Senior Notes were issued at par and provided net proceeds of approximately $57.7 million (after deducting related issuance costs). On September 30, 2016, we used $14.0 million of the proceeds to pay down a portion of our Credit Agreement (as defined herein). The remainder of the net proceeds are contractually restricted and will be used to fund the retirement of Midla’s existing 1920’s vintage pipeline and the construction of a new replacement pipeline from Winnsboro, Louisiana to Natchez, Mississippi (the “Midla-Natchez Line”). The 3.77% Senior Note Purchase Agreement allows the Partnership to reimburse itself for cash previously spent on the retirement of the former Midla pipeline and construction of the Midla-Natchez Line. As of September 30, 2016, we had restricted cash of $43.7 million. Please read Note 12 - Debt Obligations - 3.77% Senior Notes and Note 16 - Commitments and Contingencies for further discussion. We have included the net proceeds in Other assets on our unaudited condensed consolidated balance sheet. Construction on the Midla-Natchez Line commenced in the second quarter of 2016 and we expect service to begin in the first six months of 2017.
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 receivables balance. Collectability is reviewed regularly and an allowance is established or adjusted, as necessary, using the specific identification method.
Use of Estimates 
Use of Estimates

When preparing condensed consolidated financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and 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 our estimates.
New Accounting Pronouncements 
New Accounting Pronouncements

Accounting Standards Issued and Adopted

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which clarifies existing guidance for assessing embedded call (put) options that are closely related to their debt hosts using a four-step decision sequence. ASU No. 2016-06 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Partnership has adopted this guidance and determined it will not have a material impact on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the
Transition to the Equity Method of Accounting, which eliminates the requirement to retroactively adopt the equity method of accounting when a previous investment becomes qualified as a result of an increase in the level of ownership interest or degree of influence. ASU No. 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal periods. Early adoption is permitted. The Partnership has adopted this guidance and determined it will not have a material impact on its consolidated financial statements and related disclosures.

Accounting Standards Issued Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. The standard 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. In March 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. Subsequently, in April 2016, the FASB issued 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. In May 2016, the FASB issued 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. The Partnership is currently evaluating the adoption of these standards and their impact on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Partnership is currently evaluating the method of adoption and impact this standard will have on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee
Share-Based Payment Accounting. This amendment involves the simplification of several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liability, and classification on the statement of cash flows. ASU No. 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal periods. Early adoption is permitted. The Partnership is currently evaluating the method of adoption and impact this standard will have on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The new standard applies to trade receivables and requires expected credit losses to be based on past events, current conditions and reasonable and supportable forecasts that affect the instrument’s collectability. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal periods. Early adoption is permitted. The Partnership is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures.

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. The new standard applies to cash flows associated with debt payment or debt extinguishment costs, settlement of zero-coupon debt or other debt instruments with coupon rates that are insignificant in relation to effective interest rate of borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal periods. Early adoption is permitted, but only if all amendments are adopted in the same period. The Partnership is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures.
Acquisitions (Tables)
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the fair value of consideration transferred by the Partnership for the acquisition and the adjusted allocation of the purchase price to the assets acquired based on their respective fair values as of the acquisition date (in thousands):

Fair value of consideration transferred:
 
Cash
$
2,676

Fair value of assets acquired, liabilities assumed:
 
Assets:
 
Property, plant and equipment:
 
Pipelines
$
16,555

Land
421

Total property, plant and equipment
16,976

Liabilities:
 
Asset retirement obligations
(14,300
)
Fair value of net assets acquired and liabilities assumed
$
2,676

Other Current Assets (Tables)
Schedule of Other Current Assets
Other current assets consisted of the following (in thousands):
 
September 30,
 
December 31,
 
2016
 
2015
Prepaid insurance
$
1,370

 
$
3,948

Other receivables
1,793

 
1,573

Gas imbalance receivable
1,901

 
—

Other prepaid amounts
1,000

 
2,866

Other current assets
2,819

 
1,707

   Total
$
8,883


$
10,094

Derivatives (Tables)
Fair value associated with commodity derivative instruments 
As of September 30, 2016 and December 31, 2015, the value associated with our commodity derivatives, interest rate swaps and weather derivative were recorded on our unaudited condensed consolidated balance sheets as follows (in thousands):
 
 
Gross Risk Management Assets
 
Gross Risk Management Liabilities
 
Net Risk Management Assets (Liabilities)
Balance Sheet Classification
 
September 30,
2016
 
December 31, 2015
 
September 30,
2016
 
December 31, 2015
 
September 30,
2016
 
December 31, 2015
Current
 
$
687

 
$
365

 
$
—

 
$
—

 
$
687

 
$
365

Non current
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
687

 
$
365

 
$
—

 
$
—

 
$
687

 
$
365

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
(604
)
 
$
—

 
$
(604
)
 
$
—

Non current
 
—

 
—

 
(826
)
 
—

 
(826
)
 
—

Total liabilities
 
$
—

 
$
—

 
$
(1,430
)
 
$
—

 
$
(1,430
)
 
$
—

Realized and unrealized gains (losses) with commodity and interst rate derivative instruments 
For the three and nine months ended September 30, 2016 and 2015, respectively, the realized and unrealized gains (losses) associated with our commodity derivatives, interest rate swaps and weather derivative were recorded in our unaudited condensed consolidated statements of operations as follows (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
Gain (Loss) on Derivatives
 
Gain (Loss) on Derivatives
Statement of Operations Classification
Realized
 
Unrealized
 
Realized
 
Unrealized
2016
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
(169
)
 
$
316

 
$
(413
)
 
$
(309
)
Interest expense
—

 
1,642

 
—

 
(1,121
)
Direct operating expenses
(258
)
 
—

 
(708
)
 
—

Total
$
(427
)
 
$
1,958

 
$
(1,121
)
 
$
(1,430
)
2015
 
 
 
 
 
 
 
Gain on commodity derivatives, net
$
575

 
$
241

 
$
966

 
$
308

Interest income (expense)
(36
)
 
69

 
(240
)
 
215

Direct operating expenses
(219
)
 
—

 
(694
)
 
—

Total
$
320

 
$
310

 
$
32

 
$
523

Fair Value Measurement (Tables)
Fair value of financial instruments

The following table sets forth, by level within the fair value hierarchy, our commodity derivative instruments and interest rate swaps, included as part of Risk management assets and Risk management liabilities within our unaudited condensed consolidated balance sheets, that were measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value of the Assets (Liabilities)
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net:
 
 
 
 
 
 
 
 
 
September 30, 2016
$
(309
)
 
$
—

 
$
(309
)
 
$
—

 
$
(309
)
December 31, 2015
—

 
—

 
—

 
—

 
—

Interest rate swaps:
 
 
 
 
 
 
 
 
 
September 30, 2016
$
(1,121
)
 
$
—

 
$
(1,121
)
 
$
—

 
$
(1,121
)
December 31, 2015
—

 
—

 
—

 
—

 
—

Property, Plant and Equipment, Net (Tables)
Property, plant and equipment, net
Property, plant and equipment, net, as of September 30, 2016 and December 31, 2015 were as follows (in thousands):
 
Useful Life
(in years)
 
September 30,
2016
 
December 31,
2015
Land
N/A
 
$
5,282

 
$
5,282

Construction in progress
N/A
 
84,613

 
46,045

Buildings and improvements
4 to 40
 
10,623

 
9,864

Processing and treating plants
8 to 40
 
102,067

 
97,784

Pipelines and compressors
3 to 40
 
574,460

 
554,400

Storage
20 to 40
 
57,918

 
58,394

Equipment
5 to 20
 
38,591

 
22,207

Total property, plant and equipment
 
 
873,554

 
793,976

Accumulated depreciation
 
 
(173,576
)
 
(145,963
)
Property, plant and equipment, net
 
 
$
699,978

 
$
648,013

Goodwill and Intangible Assets, Net (Tables)
Schedule of Finite-Lived Intangible Assets
Intangible assets, net, consist of the following (in thousands):
 
September 30,
 
December 31,
 
2016
 
2015
Gross carrying amount:
 
 
 
    Customer relationships
$
53,400

 
$
53,400

    Dedicated acreage
53,350

 
53,350

 
106,750

 
106,750

Accumulated amortization:
 
 
 
    Customer relationships
$
(5,054
)
 
$
(3,124
)
    Dedicated acreage
(3,994
)
 
(2,661
)
 
$
(9,048
)
 
$
(5,785
)
Net carrying amount:
 
 
 
    Customer relationships
$
48,346

 
$
50,276

    Dedicated acreage
49,356


50,689

 
$
97,702


$
100,965

Investment in unconsolidated affiliates (Tables)
Equity Method Investments 
The following table summarizes our percentage ownership interests in investments in unconsolidated affiliates:
 
Percentage Ownership
Destin
49.7%
Tri-States
16.7%
Delta House
13.9%
Wilprise
25.3%
Okeanos
66.7%
Main Pass Oil Gathering Company, LLC (“MPOG”)
66.7%
Mesquite
47.3%
The following tables present the summarized combined financial information for the Partnership’s equity investments (amounts represent 100% of investee financial information):
Balance Sheets:
September 30, 2016
 
December 31, 2015
Current assets
$
143,362

 
$
2,086

Non-current assets
1,388,584

 
288,617

Current liabilities
187,712

 
366

Non-current liabilities
489,667

 
23,617


 
Three months ended September 30,
 
Nine months ended September 30,
Statements of Operations:
2016
 
2015
 
2016
 
2015
Total revenue
$
94,448

 
$
9,201

 
$
246,445

 
$
13,610

Operating expense
10,443

 
1,274

 
17,984

 
3,011

  Net income
66,410

 
5,975

 
187,187

 
6,216

Investments in and Advances to Affiliates 
The following table presents the activity in the Partnership’s equity investments for the nine months ended September 30, 2016 (in thousands):
 
Destin
 
Tri-States
 
Delta House
 
Others (1)
 
Total
Balances at December 31, 2015
$
—

 
$
—

 
$
56,525

 
$
25,776

 
$
82,301

  Investments
122,830

 
56,681

 
9,873

 
32,515

 
221,899

  Earnings in unconsolidated affiliates
3,140

 
1,373

 
21,943

 
3,527

 
29,983

  Contributions
—

 
—

 
—

 
13,099

 
13,099

  Distributions
(11,350
)
 
(2,092
)
 
(42,113
)
 
(7,242
)
 
(62,797
)
Balances at September 30, 2016
$
114,620


$
55,962


$
46,228


$
67,675


$
284,485

_______________________
(1) Includes activity associated with our non-operated interests in Wilprise, Okeanos, MPOG and Mesquite.
Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Liabilities
Accrued expenses and other current liabilities were as follows (in thousands):
 
 
September 30,
 
December 31,
 
 
2016
 
2015
Current portion of asset retirement obligation (1)
 
$
6,106

 
$
6,822

Accrued capital expenditures
 
8,151

 
3,984

Accrued expenses
 
10,638

 
3,178

Due to related parties
 
3,107

 
3,894

Accrued interest
 
5,228

 
1,411

Accrued property taxes
 
3,448

 
359

Accrued unitholder distribution (2)
 
5,000

 
—

Other
 
6,603

 
5,387

 
 
$
48,281


$
25,035


_______________________
(1) Associated with certain Gathering and Processing and Transmission assets.
(2) Please see Note 17 - Related Party Transactions for more information.
Asset Retirement Obligations (Tables)
Schedule of Change in Asset Retirement Obligation
The following table is a reconciliation of our AROs for the nine months ended September 30, 2016 (in thousands):
 
 
Balances at December 31, 2015
$
35,371

Liabilities assumed (1)
14,300

Expenditures
(771
)
Accretion expense
1,082

Balances at September 30, 2016
$
49,982

Less: current portion
6,106

   Long-term asset retirement obligation
$
43,876

_______________________
(1) As a result of the Gulf of Mexico Pipeline acquisition described in Note 2 - Acquisitions, we recorded an ARO of $14.3 million.
Debt Obligations (Tables)
Outstanding borrowings under the credit facility
Our outstanding borrowings were as follows at the dates indicated (in thousands):
 
September 30,
2016
 
December 31,
2015
Revolving credit facility
$
672,694

 
$
525,100

3.77% Senior Notes, due 2031
60,000

 
—

Other debt
—

 
2,338

Total debt obligations
732,694


527,438

Unamortized debt issuance costs (1)
(2,254
)
 
—

 
730,440


527,438

Less: Current portion, including unamortized debt issuance costs
1,351

 
2,338

   Total debt obligation
$
729,089


$
525,100


_______________________
(1) Relates to the 3.77% Senior Notes at September 30, 2016.
Partners’ Capital and Convertible Preferred Units (Tables)
Numbers of units outstanding 
Distributions

We made cash distributions as follows (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2016
 
2015
 
2016
 
2015
Series A convertible preferred units
$
2,449

 
$
—

 
$
2,449

 
$
—

Series C convertible preferred units
1,302

 
—

 
1,302

 
—

Limited Partner common units
12,851

 
10,755

 
40,614

 
32,221

General Partner units
174

 
522

 
569

 
840

General Partners’ incentive distribution rights
—

 
1,293

 
1,806

 
3,874

  Total
$
16,776

 
$
12,570

 
$
46,740

 
$
36,935

The number of units outstanding as of September 30, 2016 and December 31, 2015, respectively, were as follows (in thousands):
 
September 30,
2016
 
December 31,
2015
Series A convertible preferred units
9,951

 
9,210

Series B convertible units
—

 
1,350

Series C convertible preferred units
8,664

 
—

Limited Partner common units
31,195

 
30,427

General Partner units
672

 
536

Schedule of Calulation for Net Income (Loss) Per Limited Partner Unit 
We determined basic and diluted limited partners’ net income (loss) per common unit as follows (in thousands, except per unit amounts):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2016
 
2015
 
2016
 
2015
Net income (loss) from continuing operations
$
2,679

 
$
(4,574
)
 
$
(4,876
)
 
$
(5,740
)
Less: Net income attributable to noncontrolling interests
1,196

 
34

 
2,175

 
80

Net income (loss) from continuing operations attributable to the Partnership
1,483


(4,608
)

(7,051
)

(5,820
)
Less:
 
 
 
 
 
 
 
Distributions on Series A Units
4,806

 
4,991

 
13,878

 
12,598

Distributions on Series C Units
3,611

 
—

 
5,861

 
—

Declared distributions on Series B Units
—

 
324

 
—

 
1,157

General partner’s distribution
174

 
1,815

 
2,375

 
4,714

General partner’s share in undistributed loss
(265
)
 
(294
)
 
(928
)
 
(737
)
Net loss from continuing operations available to Limited Partners
(6,843
)

(11,444
)

(28,237
)

(23,552
)
Net loss from discontinued operations available to Limited Partners
—

 
(53
)
 
—

 
(79
)
Net loss available to Limited Partners
$
(6,843
)

$
(11,497
)

$
(28,237
)

$
(23,631
)
 
 
 
 
 
 
 
 
Weighted average number of common units used in computation of Limited Partners’ net loss per common unit - basic and diluted
31,168

 
23,987

 
30,979

 
23,154

 
 
 
 
 
 
 
 
Limited Partners’ net loss per common unit - basic and diluted (1)
$
(0.22
)

$
(0.48
)

$
(0.91
)

$
(1.02
)
_______________________
(1) Potential common unit equivalents are antidilutive for all periods and, as a result, have been excluded from the determination of diluted limited partners’ net income (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, 2016:

 
 
Units
 
Weighted-Average Grant Price
Outstanding at beginning of period
 
569,759

 
$
13.15

Granted
 
1,342,016

 
1.89

Forfeited
 
(313,884
)
 
2.22

Vested
 
(243,828
)
 
12.97

Outstanding at end of period
 
1,354,063

 
$
4.55

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] 
The following table summarizes our Option Grant awards, in units:
 
 
Nine months ended September 30, 2016
 
 
Units
 
Weighted-Average Exercise Price
Outstanding at beginning of period
 
200,000

 
$
7.50

Granted
 
75,000

 
13.13

Forfeited
 
—

 
—

Vested
 
—

 
—

Outstanding at end of period
 
275,000

 
$
9.03

Commitments and Contingencies Commitments and Contingencies (Tables)
Schedule of Future Minimum Rental Payments for Operating Leases
Below is our contractual obligation related to the new corporate office lease (in thousands):

 
Office Lease
2016
$
—

2017
369

2018
895

2019
920

2020
945

Thereafter
12,844

 
$
15,973

Reportable Segments (Tables)
Segment information
The following tables set forth our segment information for the three and nine months ended September 30, 2016 and 2015 (in thousands):
 
Three months ended September 30, 2016
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
43,163

 
$
14,368

 
$
6,140

 
$
63,671

Gain (loss) on commodity derivatives, net
148

 
(1
)
 
—

 
147

Total revenue
43,311


14,367


6,140


63,818

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
23,794

 
2,288

 
—

 
26,082

Direct operating expenses
9,924

 
2,915

 
3,203

 
16,042

Selling, general and administrative expenses
 
 
 
 
 
 
13,289

Equity compensation expense
 
 
 
 
 
 
104

Depreciation, amortization and accretion expense
 
 
 
 
 
 
11,018

Total operating expenses
 
 
 
 
 
 
66,535

Interest expense
 
 
 
 
 
 
(5,156
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
10,993

Income tax expense
 
 
 
 
 
 
(441
)
Net income
 
 
 
 
 
 
2,679

Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
1,196

Net income attributable to the Partnership
 
 
 
 
 
 
$
1,483

 
 
 
 
 
 
 
 
Segment gross margin (1)
$
18,821

 
$
12,071

 
$
2,937

 
$
33,829

_________________________
(1) Segment gross margin for our Gathering and Processing segment consists of total revenue less (i) unrealized gain on commodity derivatives of $0.3 million, (ii) construction and operating management agreement (“COMA”) income of $0.4 million and (iii) purchases of natural gas, NGLs and condensate.

Segment gross margin for our Transmission segment consists of total revenue less COMA income of less than $0.1 million and purchases of natural gas, NGLs and condensate.

Segment gross margin for our Terminals segment consists of total revenue less direct operating expenses.

    




 
Three months ended September 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
40,103

 
$
9,977

 
$
4,745

 
$
54,825

Gain on commodity derivatives, net
816

 
—

 
—

 
816

Total revenue
40,919


9,977


4,745


55,641

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
22,055

 
2,376

 
—

 
24,431

Direct operating expenses
10,119

 
3,595

 
1,614

 
15,328

Selling, general and administrative expenses
 
 
 
 
 
 
7,639

Equity compensation expense
 
 
 
 
 
 
574

Depreciation, amortization and accretion expense
 
 
 
 
 
 
9,160

Total operating expenses
 
 
 
 
 
 
57,132

Loss on sale of assets, net
 
 
 
 
 
 
(32
)
Interest expense
 
 
 
 
 
 
(3,553
)
Earnings in unconsolidated affiliate
 
 
 
 
 
 
1,094

Income tax expense
 
 
 
 
 
 
(592
)
Loss from discontinued operations, net of tax
 
 
 
 
 
 
(53
)
Net loss
 
 
 
 
 
 
(4,627
)
Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
34

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(4,661
)
 
 
 
 
 
 
 
 
Segment gross margin (1)
$
18,422

 
$
7,581

 
$
3,131

 
$
29,134

_______________________
(1) Segment gross margin for our Gathering and Processing segment consists of total revenue less (i) unrealized gain on commodity derivatives of $0.2 million, (ii) COMA income of $0.2 million and (iii) purchases of natural gas, NGLs and condensate.
    
Segment gross margin for our Transmission segment consists of total revenue less COMA income of less than $0.1 million and purchases of natural gas, NGLs and condensate.

Segment gross margin for our Terminals segment consists of total revenue less direct operating expenses.




    
 
Nine months ended September 30, 2016
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
116,091

 
$
33,335

 
$
16,516

 
$
165,942

Loss on commodity derivatives, net
(719
)
 
(3
)
 
—

 
(722
)
Total revenue
115,372


33,332


16,516


165,220

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
60,206

 
4,890

 
—

 
65,096

Direct operating expenses
31,158

 
9,181

 
6,415

 
46,754

Selling, general and administrative expenses
 
 
 
 
 
 
33,255

Equity compensation expense
 
 
 
 
 
 
2,213

Depreciation, amortization and accretion expense
 
 
 
 
 
 
32,015

Total operating expenses
 
 
 
 
 
 
179,333

Gain on sale of assets, net
 
 
 
 
 
 
90

Interest expense
 
 
 
 
 
 
(19,535
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
29,983

Income tax expense
 
 
 
 
 
 
(1,301
)
Net loss
 
 
 
 
 
 
(4,876
)
Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
2,175

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(7,051
)
 
 
 
 
 
 
 
 
Segment gross margin (1)
$
55,157

 
$
28,419

 
$
10,101

 
$
93,677

_______________________
(1)Segment gross margin for our Gathering and Processing segment consists of total revenue less (i) unrealized loss on commodity derivatives of $(0.3) million, (ii) COMA income of $0.3 million and (iii) purchases of natural gas, NGLs and condensate.
    
Segment gross margin for our Transmission segment consists of total revenue less COMA income of less than $0.1 million and purchases of natural gas, NGLs and condensate.

Segment gross margin for our Terminals segment consists of total revenue less direct operating expenses.

    


 
Nine months ended September 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
138,991

 
$
34,148

 
$
13,346

 
$
186,485

Gain on commodity derivatives, net
1,274

 
—

 
—

 
1,274

Total revenue
140,265


34,148


13,346


187,759

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGLs and condensate
79,645

 
7,097

 
—

 
86,742

Direct operating expenses
28,342

 
10,027

 
4,793

 
43,162

Selling, general and administrative expenses
 
 
 
 
 
 
20,145

Equity compensation expense
 
 
 
 
 
 
2,822

Depreciation, amortization and accretion expense
 
 
 
 
 
 
28,099

Total operating expenses
 
 
 
 
 
 
180,970

Loss on sale of assets, net
 
 
 
 
 
 
(3,010
)
Interest expense
 
 
 
 
 
 
(9,719
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
1,265

Income tax expense
 
 
 
 
 
 
(1,065
)
Loss from discontinued operations, net of tax
 
 
 
 
 
 
(79
)
Net loss
 
 
 
 
 
 
(5,819
)
Less: Net income attributable to noncontrolling interests
 
 
 
 
 
 
80

Net loss attributable to the Partnership
 
 
 
 
 
 
$
(5,899
)
 
 
 
 
 
 
 
 
Segment gross margin (1)
$
59,687

 
$
26,975

 
$
8,553

 
$
95,215

_______________________
(1) Segment gross margin for our Gathering and Processing segment consists of total revenue less (i) unrealized gain on commodity derivatives of $0.3 million, (ii) COMA income of $0.6 million and (iii) purchases of natural gas, NGLs and condensate.
    
Segment gross margin for our Transmission segment consists of total revenue less COMA income of $0.1 million and purchases of natural gas, NGLs and condensate.

Segment gross margin for our Terminals segment consists of total revenue less direct operating expenses.

A reconciliation of total assets by segment to the amounts included in the condensed consolidated balance sheets follows:
 
September 30,
 
December 31,
 
2016
 
2015
Segment assets:
 
 
 
Gathering and Processing
$
593,610

 
$
572,824

Transmission
208,370

 
133,870

Terminals
97,201

 
84,449

Other (1)
299,946

 
100,153

Total assets
$
1,199,127

 
$
891,296

_______________________
(1) Other assets not allocable to segments consist of investment in unconsolidated affiliates, corporate leasehold improvements and other assets.
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $)
0 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2016
mi
bbl
facility
gathering_system
partnership
pipeline
Sep. 30, 2015
Dec. 31, 2015
Debt Instrument [Line Items]
 
 
 
 
General partners' capital account, percentage
 
95.00% 
 
 
Limited partners' capital account, percentage
 
5.00% 
 
 
Number of partnerships
2 
2 
 
 
Number of gathering systems
13 
13 
 
 
Number of processing facilities
5 
5 
 
 
Number of fractionation facilities
3 
3 
 
 
Number of interstate pipelines
3 
3 
 
 
Number of intrastate pipelines
5 
5 
 
 
Number of marine terminal sites
3 
3 
 
 
Number of oil pipelines
1 
1 
 
 
Length of pipeline
 
3,000 
 
 
Volume of natural gas
 
1,100 
 
 
Million barrels of storage capacity
2,400,000 
2,400,000 
 
 
Repayments of lines of credit
$ 14,000,000 
$ 122,650,000 
$ 152,000,000 
 
Restricted cash
43,700,000 
43,700,000 
 
 
Allowance for doubtful accounts receivable
100,000 
100,000 
 
0 
Senior Notes [Member] |
Senior Notes, Due 2031 [Member]
 
 
 
 
Debt Instrument [Line Items]
 
 
 
 
Proceeds from debt
$ 57,700,000 
 
 
 
Acquisitions Emerald Transaction (Details Textuals) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended
Apr. 27, 2016
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
mi
Sep. 30, 2015
Apr. 27, 2016
platform
lateral
agreement
Apr. 25, 2016
platform
lateral
Apr. 27, 2016
Okeanos [Member]
mi
Sep. 30, 2016
Okeanos [Member]
Apr. 27, 2016
Emerald Transaction [Member]
Apr. 25, 2016
Emerald Transaction [Member]
Sep. 30, 2016
Emerald Transaction [Member]
Sep. 30, 2016
Emerald Transaction [Member]
Apr. 25, 2016
Destin [Member]
mi
billion_cubic_feet_per_day
Sep. 30, 2016
Destin [Member]
Apr. 25, 2016
Tri-State [Member]
mi
Sep. 30, 2016
Tri-State [Member]
Apr. 25, 2016
Wilprise [Member]
mi
Sep. 30, 2016
Wilprise [Member]
Nov. 3, 2016
Series C Preferred Stock [Member]
Sep. 30, 2016
Series C Preferred Stock [Member]
Apr. 25, 2016
Series C Preferred Stock [Member]
Dec. 31, 2015
Series C Preferred Stock [Member]
Sep. 30, 2016
Emerald Transaction [Member]
Sep. 30, 2015
Emerald Transaction [Member]
Sep. 30, 2016
Limited Partner [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of agreements
 
 
 
 
 
2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership percentage
 
 
 
 
 
 
 
 
66.70% 
 
 
 
 
 
49.70% 
 
16.70% 
 
25.30% 
 
 
 
 
 
 
 
Payments to acquire equity method investments
 
 
 
$ 13,099,000 
$ 64,406,000 
 
 
 
 
$ 27,400,000 
$ 183,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
$ 100,900,000 
$ 0 
 
Length of pipeline
 
 
 
3,000 
 
 
 
100 
 
 
 
 
 
255 
 
161 
 
30 
 
 
 
 
 
 
 
 
Volume of natural gas
 
 
 
1,100 
 
 
 
1,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Volume of natural gas
 
 
 
 
 
 
 
 
 
 
 
 
 
1.2 
 
 
 
 
 
 
 
 
 
 
 
 
Number of platforms
 
 
 
 
 
2 
4 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of laterals
 
 
 
 
 
1 
6 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Length Of offshore pipeline
 
 
 
 
 
 
 
 
 
 
 
 
 
120 
 
 
 
 
 
 
 
 
 
 
 
 
Length of onshore pipeline
 
 
 
 
 
 
 
 
 
 
 
 
 
135 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible preferred, units, issued (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,664,468 
8,664,000 
8,571,429 
0 
 
 
 
Class of warrant, number of securities called by warrants (in shares)
 
 
 
 
 
 
800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Class of warrant, exercise price of warrants (in usd per share)
 
 
 
 
 
 
$ 7.25 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of Series C Units and Warrant in connection with the Emerald Transactions
 
120,000,000 
0 
120,000,000 
0 
 
120,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings to acquire equity method investments
91,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments
 
 
 
221,899,000 
 
 
 
 
 
 
 
 
212,000,000 
 
122,830,000 
 
56,681,000 
 
 
 
 
 
 
 
 
 
Partners capital account contributions, emerald
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000 
Earnings in unconsolidated affiliates
 
10,993,000 
1,094,000 
29,983,000 
1,265,000 
 
 
 
 
 
 
2,500,000 
6,700,000 
 
3,140,000 
 
1,373,000 
 
 
 
 
 
 
 
 
 
Distributions from unconsolidated affiliates
 
 
 
$ 29,513,000 
$ 1,265,000 
 
 
 
 
 
 
$ 12,500,000 
$ 17,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions Gulf of Mexico Pipelines (Details Textuals) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
mi
Sep. 30, 2015
Apr. 15, 2016
American Panther [Member]
mi
Sep. 30, 2016
American Panther [Member]
Sep. 30, 2016
American Panther [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
 
 
60.00% 
60.00% 
Length of pipeline
 
 
3,000 
 
200 
 
 
Provisional information, adjustment, property, plant, and equipment
 
 
 
 
 
$ 400,000 
 
Revenues
63,818,000 
55,641,000 
165,220,000 
187,759,000 
 
4,600,000 
8,900,000 
Operating income (loss)
(2,717,000)
(1,523,000)
(14,023,000)
3,779,000 
 
2,700,000 
5,300,000 
Transaction costs
 
 
 
 
 
$ 200,000 
$ 200,000 
Acquisitions Gulf of Mexico Pipelines (Details) (American Panther [Member], USD $)
In Thousands, unless otherwise specified
0 Months Ended
Apr. 15, 2016
Apr. 15, 2016
American Panther [Member]
 
 
Business Acquisition [Line Items]
 
 
Cash
$ 2,676 
 
Assets:
 
 
Pipelines
 
16,555 
Land
 
421 
Total property, plant and equipment
 
16,976 
Liabilities:
 
 
Asset retirement obligations
(14,300)
 
Fair value of net assets acquired and liabilities assumed
 
$ 2,676 
Acquisitions Delta House Acquisition (Details Textuals) (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 9 Months Ended
Apr. 25, 2016
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
Class A Units of Delta House FPS LLC (in shares)
912.4 
 
 
 
 
Class A units of delta house oil and gas Lateral LLC (in shares)
53.5 
 
 
 
 
Investments
 
 
 
$ 221,899 
 
Earnings in unconsolidated affiliates
 
10,993 
1,094 
29,983 
1,265 
Distributions from unconsolidated affiliates
 
 
 
29,513 
1,265 
D-Day Offshore Holdings [Member]
 
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
Ownership percentage
100.00% 
 
 
 
 
Pinto Offshore Holdings LLC [Member]
 
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
Ownership percentage
 
26.30% 
 
26.30% 
 
Delta House FPS LLC [Member]
 
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
Ownership percentage
 
49.00% 
 
49.00% 
 
Delta House [Member]
 
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
Ownership percentage
 
13.90% 
 
13.90% 
 
Investments
9,900 
 
 
9,873 
 
Earnings in unconsolidated affiliates
 
 
 
21,943 
 
Delta House, D-Day [Member]
 
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
Earnings in unconsolidated affiliates
 
500 
 
900 
 
Distributions from unconsolidated affiliates
 
$ 900 
 
$ 2,000 
 
Acquisitions Divestitures (Details Textuals) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Sep. 14, 2016
Salisbury [Member]
Jun. 1, 2015
Eloi Bay [Member]
Jun. 1, 2015
Eloi Bay [Member]
Sep. 30, 2016
General Partner [Member]
Sep. 30, 2015
General Partner [Member]
Sep. 14, 2016
General Partner [Member]
Salisbury [Member]
Business Combination, Separately Recognized Transactions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Proceeds from disposals of property, plant and equipment
 
 
$ 137,000 
$ 4,797,000 
 
$ 900,000 
 
 
 
 
 
Loss on disposition of property plant equipment
 
 
 
 
 
100,000 
3,000,000 
 
 
 
 
Unitholder distributions
16,776,000 
12,570,000 
46,740,000 
36,935,000 
 
 
 
 
7,637,000 
4,890,000 
400,000 
Property, plant and equipment, net
$ 699,978,000 
 
$ 699,978,000 
 
$ 648,013,000 
 
 
$ 3,000,000 
 
 
 
Concentration of Credit Risk and Trade Accounts Receivable (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Concentration Risk [Line Items]
 
 
 
 
Allowance for doubtful accounts
$ 100,000 
$ 0 
$ 100,000 
$ 0 
Concentration risk
 
 
 
0.00% 
Customer A [Member]
 
 
 
 
Concentration Risk [Line Items]
 
 
 
 
Concentration risk
13.00% 
12.00% 
12.00% 
 
Other Current Assets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
 
 
Prepaid insurance
$ 1,370 
$ 3,948 
Other receivables
1,793 
1,573 
Other prepaid amounts
1,901 
0 
Other prepaid amounts
1,000 
2,866 
Other current assets
2,819 
1,707 
Total
$ 8,883 
$ 10,094 
Derivatives (Fair Value of Commodity Derivatives) (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Derivative Asset [Abstract]
 
 
Gross Risk Management Assets
$ 687 
$ 365 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
687 
365 
Derivative Liability [Abstract]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(1,430)
0 
Net Risk Management Assets (Liabilities)
(1,430)
0 
Risk Management Assets [Member] |
Commodity derivatives [Member]
 
 
Derivative Asset [Abstract]
 
 
Gross Risk Management Assets
687 
365 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
687 
365 
Risk Management Assets - Long Term [Member] |
Commodity derivatives [Member]
 
 
Derivative Asset [Abstract]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
0 
0 
Risk Management Liabilities [Member] |
Commodity derivatives [Member]
 
 
Derivative Liability [Abstract]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(604)
0 
Net Risk Management Assets (Liabilities)
(604)
0 
Risk Management Liabilities - Long Term [Member] |
Commodity derivatives [Member]
 
 
Derivative Liability [Abstract]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(826)
0 
Net Risk Management Assets (Liabilities)
$ (826)
$ 0 
Derivatives (Realized and Unrealized Gains (Losses)) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Derivatives, Realized
$ 147 
$ 816 
$ (722)
$ 1,274 
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Derivatives, Realized
(427)
320 
(1,121)
32 
Unrealized gain (loss) on derivatives
1,958 
310 
(1,430)
523 
Gain (Loss) on Derivative Instruments [Member] |
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Derivatives, Realized
(169)
575 
(413)
966 
Unrealized gain (loss) on derivatives
300 
241 
(300)
308 
Interest Expense [Member] |
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Derivatives, Realized
0 
(36)
0 
(240)
Unrealized gain (loss) on derivatives
1,642 
69 
(1,121)
215 
Direct operating expenses [Member] |
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Gain (Loss) on Derivatives, Realized
(258)
(219)
(708)
(694)
Unrealized gain (loss) on derivatives
$ 0 
$ 0 
$ 0 
$ 0 
Derivatives (Details Textual) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2016
gal
Sep. 30, 2016
Interest Rate Swap [Member]
Jun. 30, 2016
Weather Contract [Member]
Sep. 30, 2016
Weather Contract [Member]
Sep. 30, 2015
Weather Contract [Member]
Dec. 31, 2015
Weather Contract [Member]
Mar. 31, 2016
Wells Fargo Swap 1 [Member]
Interest Rate Swap [Member]
Jun. 30, 2016
Wells Fargo Swap 2 [Member]
Interest Rate Swap [Member]
Derivative [Line Items]
 
 
 
 
 
 
 
 
Aggregate notional volume of our commodity derivative
2,700,000 
 
 
 
 
 
 
 
Notional amount of interest rate swap
 
$ 300,000,000 
 
 
 
 
$ 200,000,000 
$ 100,000,000 
Potential proceeds from derivative contract
 
 
30,000,000 
 
 
 
 
 
Payment for weather derivative premium
 
 
 
1,000,000 
900,000 
 
 
 
Derivative term of contract
 
 
 
1 year 0 months 0 days 
 
 
 
 
Debt instrument, unamortized premium
 
 
 
$ 700,000 
 
$ 400,000 
 
 
Fair Value Measurement (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Commodity Contract [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
$ (309)
$ 0 
Interest Rate Swap [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
(1,121)
0 
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
(309)
0 
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member] |
Level 1 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
0 
0 
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member] |
Level 2 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
(309)
0 
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member] |
Level 3 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
0 
0 
Estimate of Fair Value Measurement [Member] |
Interest Rate Swap [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
(1,121)
0 
Estimate of Fair Value Measurement [Member] |
Interest Rate Swap [Member] |
Level 1 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
0 
0 
Estimate of Fair Value Measurement [Member] |
Interest Rate Swap [Member] |
Level 2 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
(1,121)
0 
Estimate of Fair Value Measurement [Member] |
Interest Rate Swap [Member] |
Level 3 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
$ 0 
$ 0 
Senior Notes [Member] |
Senior Notes, Due 2031 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Debt instrument, interest rate, stated percentage
3.77% 
 
Property, Plant and Equipment, Net (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Sep. 30, 2016
Land [Member]
Dec. 31, 2015
Land [Member]
Sep. 30, 2016
Construction in progress [Member]
Dec. 31, 2015
Construction in progress [Member]
Sep. 30, 2016
Buildings and improvements [Member]
Dec. 31, 2015
Buildings and improvements [Member]
Sep. 30, 2016
Processing and treating plants [Member]
Dec. 31, 2015
Processing and treating plants [Member]
Sep. 30, 2016
Pipelines and compressors [Member]
Dec. 31, 2015
Pipelines and compressors [Member]
Sep. 30, 2016
Storage [Member]
Dec. 31, 2015
Storage [Member]
Sep. 30, 2016
Equipment [Member]
Dec. 31, 2015
Equipment [Member]
Sep. 30, 2016
Maximum [Member]
Buildings and improvements [Member]
Sep. 30, 2016
Maximum [Member]
Processing and treating plants [Member]
Sep. 30, 2016
Maximum [Member]
Pipelines and compressors [Member]
Sep. 30, 2016
Maximum [Member]
Storage [Member]
Sep. 30, 2016
Maximum [Member]
Equipment [Member]
Sep. 30, 2016
Minimum [Member]
Buildings and improvements [Member]
Sep. 30, 2016
Minimum [Member]
Processing and treating plants [Member]
Sep. 30, 2016
Minimum [Member]
Pipelines and compressors [Member]
Sep. 30, 2016
Minimum [Member]
Storage [Member]
Sep. 30, 2016
Minimum [Member]
Equipment [Member]
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment gross
$ 873,554 
$ 793,976 
$ 5,282 
$ 5,282 
$ 84,613 
$ 46,045 
$ 10,623 
$ 9,864 
$ 102,067 
$ 97,784 
$ 574,460 
$ 554,400 
$ 57,918 
$ 58,394 
$ 38,591 
$ 22,207 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment in useful life
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40 years 
40 years 
40 years 
40 years 
20 years 
4 years 
8 years 
3 years 
20 years 
5 years 
Accumulated depreciation
(173,576)
(145,963)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$ 699,978 
$ 648,013 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, Plant and Equipment (Details Textual) (USD $)
1 Months Ended 3 Months Ended 9 Months Ended
Feb. 29, 2016
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
Property plant and equipment gross
 
$ 873,554,000 
 
$ 873,554,000 
 
$ 793,976,000 
Interest costs capitalized
 
700,000 
900,000 
1,700,000 
1,600,000 
 
Depreciation
 
9,500,000 
7,900,000 
27,700,000 
23,300,000 
 
Payments for previous acquisition
100.00% 
 
 
 
 
 
Escrowed units returned to partnership (in shares)
1,034,483 
 
 
 
 
 
Payments for previous acquisition
700,000 
 
 
 
 
 
AlaTenn system [Member]
 
 
 
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
Property plant and equipment gross
 
$ 142,600,000 
 
$ 142,600,000 
 
$ 111,900,000 
Goodwill and Intangible Assets, Net Goodwill and Intangible Assets, Net (Details Textual) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Goodwill
$ 16,262,000 
 
$ 16,262,000 
 
$ 16,300,000 
Amortization of intangible assets
$ 1,100,000 
$ 1,200,000 
$ 3,300,000 
$ 4,300,000 
 
Minimum [Member]
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Finite-Lived intangible asset, useful life
 
 
10 years 0 months 0 days 
 
 
Maximum [Member]
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Finite-Lived intangible asset, useful life
 
 
30 years 
 
 
Goodwill and Intangible Assets, Net Schedule of Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount:
$ 106,750 
$ 106,750 
Accumulated amortization:
(9,048)
(5,785)
Net carrying amount:
97,702 
100,965 
Customer Relationships [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount:
53,400 
53,400 
Accumulated amortization:
(5,054)
(3,124)
Net carrying amount:
48,346 
50,276 
Dedicated Acreage [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount:
53,350 
53,350 
Accumulated amortization:
(3,994)
(2,661)
Net carrying amount:
$ 49,356 
$ 50,689 
Investment in unconsolidated affiliates Percentage Ownership Interests (Details)
Sep. 30, 2016
Destin [Member]
 
Schedule of Equity Method Investments [Line Items]
 
Ownership percentage
49.70% 
Tri-State [Member]
 
Schedule of Equity Method Investments [Line Items]
 
Ownership percentage
16.70% 
Delta House [Member]
 
Schedule of Equity Method Investments [Line Items]
 
Ownership percentage
13.90% 
Wilprise [Member]
 
Schedule of Equity Method Investments [Line Items]
 
Ownership percentage
25.30% 
Okeanos [Member]
 
Schedule of Equity Method Investments [Line Items]
 
Ownership percentage
66.70% 
MPOG [Member]
 
Schedule of Equity Method Investments [Line Items]
 
Ownership percentage
66.70% 
Mesquite [Member]
 
Schedule of Equity Method Investments [Line Items]
 
Ownership percentage
47.30% 
Investment in unconsolidated affiliates Partnership's Equity Investments (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Destin [Member]
Sep. 30, 2016
Tri-State [Member]
Apr. 25, 2016
Delta House [Member]
Sep. 30, 2016
Delta House [Member]
Sep. 30, 2016
Other Equity Method Investments [Member]
Investments in and Advances to Affiliates, at Fair Value [Roll Forward]
 
 
 
 
 
 
 
 
 
Balances
 
 
$ 82,301 
 
$ 0 
$ 0 
 
$ 56,525 
$ 25,776 
Investments
 
 
221,899 
 
122,830 
56,681 
9,900 
9,873 
32,515 
Earnings in unconsolidated affiliates
10,993 
1,094 
29,983 
1,265 
3,140 
1,373 
 
21,943 
3,527 
Contributions
 
 
13,099 
 
0 
0 
 
0 
13,099 
Distributions
 
 
(62,797)
 
(11,350)
(2,092)
 
(42,113)
(7,242)
Balances
$ 284,485 
 
$ 284,485 
 
$ 114,620 
$ 55,962 
 
$ 46,228 
$ 67,675 
Investment in unconsolidated affiliates Financial Information for the Partnership's Equity Investments - Balance Sheets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]
 
 
Current assets
$ 143,362 
$ 2,086 
Non-current assets
1,388,584 
288,617 
Current liabilities
187,712 
366 
Non-current liabilities
$ 489,667 
$ 23,617 
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, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Equity Method Investments and Joint Ventures [Abstract]
 
 
 
 
Total revenue
$ 94,448 
$ 9,201 
$ 246,445 
$ 13,610 
Operating expense
10,443 
1,274 
17,984 
3,011 
Net income
$ 66,410 
$ 5,975 
$ 187,187 
$ 6,216 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Other Liabilities Disclosure [Abstract]
 
 
Current portion of asset retirement obligation
$ 6,106 
$ 6,822 
Accrued capital expenditures
8,151 
3,984 
Accrued expenses
10,638 
3,178 
Due to related parties
3,107 
3,894 
Accrued interest
5,228 
1,411 
Accrued property taxes
3,448 
359 
Accrued unitholder distribution
5,000 
0 
Other
6,603 
5,387 
Accrued expenses and other current liabilities
$ 48,281 
$ 25,035 
Asset Retirement Obligations (Details) (USD $)
9 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
 
 
Balances at December 31, 2015
$ 35,371,000 
 
Liabilities assumed
14,300,000 
 
Expenditures
(771,000)
 
Accretion expense
1,082,000 
 
Balances at September 30, 2016
49,982,000 
 
Less: current portion
6,106,000 
6,822,000 
Long-term asset retirement obligation
43,876,000 
28,549,000 
Restricted cash and cash equivalents
$ 5,000,000 
$ 5,000,000 
Debt Obligations (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Debt Instrument [Line Items]
 
 
Revolving credit facility
$ 672,694 
$ 525,100 
Long-term
732,694 
527,438 
Other debt
0 
2,338 
Unamortized debt issuance costs
(2,254)
0 
Total debt obligations
730,440 
527,438 
Less: current portion
1,351 
2,338 
Long-term debt
729,089 
525,100 
Senior Notes [Member] |
Senior Notes, Due 2031 [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term
$ 60,000 
$ 0 
Debt Obligations (Details Textual) (USD $)
0 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Long-Term Debt (Textual) [Abstract]
 
 
 
 
Line of credit facility, current borrowing capacity
$ 750,000,000 
$ 750,000,000 
 
 
Line of credit facility, amount outstanding limit
900,000,000 
900,000,000 
 
 
Line of credit facility, unused capacity, commitment fee percentage
 
0.50% 
 
 
Ratio of indebtedness to net capital
4.43 
4.43 
 
 
Debt instrument, interest coverage ratio
7.18 
7.18 
 
 
Debt, weighted average interest rate
4.27% 
4.27% 
3.50% 
 
Letters of credit outstanding, amount
7,600,000 
7,600,000 
 
1,800,000 
Repayments of lines of credit
14,000,000 
122,650,000 
152,000,000 
 
Restricted cash
43,700,000 
43,700,000 
 
 
Proceeds from (payments for) other financing activities
 
3,000,000 
 
 
Debt instrument, periodic payment
 
300,000 
 
 
Maximum [Member]
 
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
 
Ratio of indebtedness to net capital
4.75 
4.75 
 
 
Ratio of indebtedness to net capital, after permitted acquisition
 
5.25 
 
 
Minimum [Member]
 
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
 
Debt instrument, interest coverage ratio
2.5 
2.5 
 
 
Base Rate [Member] |
Maximum [Member]
 
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
 
Debt Iinstrument, basis spread on variable rate
 
3.25% 
 
 
Base Rate [Member] |
Minimum [Member]
 
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
 
Debt Iinstrument, basis spread on variable rate
 
2.00% 
 
 
Federal Funds [Member]
 
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
 
Debt instrument, interest rate, stated percentage
0.50% 
0.50% 
 
 
Eurodollar [Member]
 
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
 
Debt instrument, interest rate, stated percentage
1.00% 
1.00% 
 
 
Eurodollar [Member] |
Maximum [Member]
 
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
 
Debt Iinstrument, basis spread on variable rate
 
2.25% 
 
 
Eurodollar [Member] |
Minimum [Member]
 
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
 
Debt Iinstrument, basis spread on variable rate
 
1.00% 
 
 
Insurance Premium Financing [Member]
 
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
 
Debt instrument, interest rate, stated percentage
3.95% 
3.95% 
 
 
Senior Notes, Due 2031 [Member] |
Senior Notes [Member]
 
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
 
Debt instrument, interest rate, stated percentage
3.77% 
3.77% 
 
 
Debt instrument, periodic payment, principal
 
1,100,000 
 
 
Debt instrument, interest coverage ratio
1.20 
1.20 
 
 
Debt instrument, face amount
60,000,000.0 
60,000,000.0 
 
 
Proceeds from debt
$ 57,700,000 
 
 
 
Partners’ Capital and Convertible Preferred Units (Details Textual) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended
Apr. 25, 2016
Sep. 30, 2016
Jun. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Apr. 25, 2016
Dec. 31, 2015
Sep. 30, 2016
Series A [Member]
Sep. 30, 2016
Series C [Member]
Sep. 30, 2016
Series C [Member]
vote
Sep. 30, 2016
Series C Preferred Stock [Member]
Sep. 30, 2015
Series C Preferred Stock [Member]
Sep. 30, 2016
Series A Preferred Stock [Member]
Sep. 30, 2015
Series A Preferred Stock [Member]
Sep. 30, 2016
Dividend Paid [Member]
Series A [Member]
Sep. 30, 2015
Dividend Paid [Member]
Series A [Member]
Sep. 30, 2016
Dividend Paid [Member]
Series C [Member]
Sep. 30, 2016
General Partner [Member]
Sep. 30, 2015
General Partner [Member]
Oct. 23, 2016
Subsequent Event [Member]
Oct. 20, 2016
Subsequent Event [Member]
Oct. 31, 2016
Subsequent Event [Member]
Sep. 30, 2016
Minimum [Member]
Sep. 30, 2016
Maximum [Member]
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner interest
 
 
 
 
1.30% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18.786% 
 
 
 
 
Limited partner interests
 
 
 
 
98.70% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' capital account, units, sold in public offering (in shares)
 
0 
248,561 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance initial public offering
 
 
$ 3,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited partners' offering costs
 
 
200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate offering price
 
96,800,000 
 
 
96,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of votes
 
 
 
 
 
 
 
 
 
 
1 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment options, exercise price (in usd per share)
 
 
 
 
 
 
 
 
 
 
$ 14.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Class of warrant, number of securities called by warrants (in shares)
 
 
 
 
 
 
800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
700,000 
 
 
Class of warrant, exercise price of warrants (in usd per share)
 
 
 
 
 
 
$ 7.25 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 22.00 
 
 
Warrant, exercisable period
7 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of units in warrant calculation
 
 
 
 
 
 
400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stipulated deduction in warrant calculation
 
 
 
 
 
 
45,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of warrant unit (in usd per share)
 
 
 
 
 
 
$ 4.41 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value inputs, discount rate
 
 
 
 
 
 
 
 
 
 
 
18.00% 
 
10.00% 
 
 
 
 
 
 
 
 
 
 
 
Fair value assumptions, expected volatility Rate
 
 
 
 
42.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of Warrant
 
 
 
 
4,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unitholder contributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,901,000 
1,973,000 
 
 
 
 
 
General partner interest, units issued (in shares)
 
672,000 
 
 
672,000 
 
 
536,000 
 
 
 
 
 
 
 
 
 
 
135,813 
143,517 
 
 
 
 
 
Distribution declared per common unit (in usd per share)
 
$ 0.4125 1
 
$ 0.4725 1
$ 1.2975 1
$ 1.4175 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4125 
 
 
 
Distribution made to limited partner, distributions declared, per unit, annualized basis (in usd per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1.65 
 
 
 
Distribution made to limited partner, cash distributions paid
 
 
 
 
 
 
 
 
2,500,000 
1,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unitholder distribution for units
 
 
 
 
 
 
 
 
$ 2,300,000 
$ 1,800,000 
 
$ 4,559,000 
$ 0 
$ 11,400,000 
$ 12,600,000 
 
 
 
 
 
 
 
 
 
 
Units issued (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
740,735 
613,706 
93,039 
 
 
 
 
 
 
 
Fair value input, option value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.02 
1.88 
Partners’ Capital and Convertible Preferred Units Outstanding Units (Details)
Nov. 3, 2016
Sep. 30, 2016
Dec. 31, 2015
Series A Preferred Stock [Member]
 
 
 
Class of Stock [Line Items]
 
 
 
Convertible preferred, units, outstanding (in shares)
9,951,195 
9,951,000 
9,210,000 
Limited Partner Series B Convertible Units [Member] |
Series B [Member]
 
 
 
Class of Stock [Line Items]
 
 
 
Preferred, units, outstanding (in shares)
 
0 
1,350,000 
Series C Preferred Stock [Member]
 
 
 
Class of Stock [Line Items]
 
 
 
Convertible preferred, units, outstanding (in shares)
 
8,664,000 
0 
Partnership Interest [Member]
 
 
 
Class of Stock [Line Items]
 
 
 
General partner units, (in shares)
 
672,000 
536,000 
Partnership Interest [Member] |
Limited Partner Common Units [Member]
 
 
 
Class of Stock [Line Items]
 
 
 
Preferred, units, outstanding (in shares)
 
31,195,000 
30,427,000 
Partners’ Capital and Convertible Preferred Units Distributions (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Class of Stock [Line Items]
 
 
 
 
Unitholder distributions
$ 16,776 
$ 12,570 
$ 46,740 
$ 36,935 
Limited Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Unitholder distributions
 
 
60,092 
45,800 
General Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Unitholder distributions
 
 
7,637 
4,890 
General Partner, Incentive Distribution Rights [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Unitholder distributions
0 
1,293 
1,806 
3,874 
Series A Preferred Stock [Member] |
Preferred Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Unitholder distributions
2,449 
0 
2,449 
0 
Series C Preferred Stock [Member] |
Preferred Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Unitholder distributions
1,302 
0 
1,302 
0 
Limited Partner Common Units [Member] |
Limited Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Unitholder distributions
12,851 
10,755 
40,614 
32,221 
General Partner [Member] |
General Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Unitholder distributions
$ 174 
$ 522 
$ 569 
$ 840 
Partners’ Capital and Convertible Preferred Units Net Income (Loss) attributable to Limited Partners (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Class of Stock [Line Items]
 
 
 
 
Net income (loss) from continuing operations
$ 2,679 
$ (4,574)
$ (4,876)
$ (5,740)
Less: Net income attributable to noncontrolling interests
1,196 
34 
2,175 
80 
Net income (loss) from continuing operations attributable to the Partnership
1,483 
(4,608)
(7,051)
(5,820)
Distributions
4,806 
4,991 
13,878 
12,598 
Unitholder distributions
16,776 
12,570 
46,740 
36,935 
General partner’s share in undistributed loss
(265)
(294)
(928)
(737)
Net loss from continuing operations available to Limited Partners
(6,843)
(11,444)
(28,237)
(23,552)
Net loss from discontinued operations available to Limited Partners
0 
(53)
0 
(79)
Net loss available to Limited Partners
(6,843)
(11,497)
(28,237)
(23,631)
Weighted Average Number of Shares Outstanding, Basic (in shares)
31,168 
23,987 
30,979 
23,154 
Limited Partners’ net loss per common unit (basic and diluted) (in usd per share)
$ (0.22)
$ (0.48)
$ (0.91)
$ (1.02)
Series C Preferred Stock [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Distributions
3,611 
0 
5,861 
0 
Series B [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Unitholder distributions
0 
324 
0 
1,157 
General Partner [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Unitholder distributions
 
 
7,637 
4,890 
General Partner [Member] |
Dividend Declared [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Unitholder distributions
$ 174 
$ 1,815 
$ 2,375 
$ 4,714 
Long Term Incentive Plan (Details Textual) (USD $)
1 Months Ended 3 Months Ended 9 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 1 Months Ended
Aug. 31, 2016
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Feb. 11, 2016
Dec. 31, 2015
Nov. 30, 2015
Dec. 31, 2015
Phantom Share Units (PSUs) [Member]
Sep. 30, 2016
Phantom Share Units (PSUs) [Member]
Sep. 30, 2015
Phantom Share Units (PSUs) [Member]
Sep. 30, 2016
Phantom Share Units (PSUs) [Member]
Sep. 30, 2015
Phantom Share Units (PSUs) [Member]
Sep. 30, 2016
Performance Shares [Member]
Sep. 30, 2016
Performance Shares [Member]
Sep. 30, 2016
Operating Expense [Member]
Performance Shares [Member]
Sep. 30, 2016
Operating Expense [Member]
Sep. 30, 2016
Operating Expense [Member]
Sep. 30, 2016
Operating Expense [Member]
Performance Shares [Member]
Sep. 30, 2016
Selling, General and Administrative Expenses [Member]
Sep. 30, 2016
Selling, General and Administrative Expenses [Member]
Sep. 30, 2016
September 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares authorized (in shares)
 
 
 
 
 
6,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares available for grant (in shares)
 
4,951,795 
 
4,951,795 
 
 
15,484 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grants issued under long term incentive plan
 
25.00% 
 
25.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted (in shares)
30,000 
 
 
75,000 
 
 
 
 
200,000 
 
 
 
 
 
 
 
 
 
 
 
 
45,000 
Equity compensation expense
 
$ 104,000 
$ 574,000 
$ 2,213,000 
$ 2,822,000 
 
 
 
 
$ 1,400,000 
$ 600,000 
$ 2,900,000 
$ 2,800,000 
$ 600,000 
$ 1,200,000 
$ 600,000 
$ 700,000 
$ 2,200,000 
$ (600,000)
$ 700,000 
$ 700,000 
 
Equity instruments other than options, vested in period, fair value
 
 
 
1,800,000 
2,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized
 
4,900,000 
5,500,000 
4,900,000 
5,500,000 
 
 
 
 
 
 
 
 
300,000 
300,000 
 
 
 
 
 
 
 
Compensation cost not yet recognized, period for recognition
 
 
 
2 years 4 months 24 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate intrinsic value, nonvested
 
 
 
 
 
 
 
2,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding (in shares)
$ 12.00 
$ 9.03 
 
$ 9.03 
 
 
$ 7.50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 13.88 
Award vesting rights, percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25.00% 
Award vesting rights, remaining, percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
75.00% 
Award vesting period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 year 
Employee service share-based compensation, compensation not yet recognized
 
$ 200,000 
 
$ 200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Incentive Plan - Phantom Units (Details) (Phantom Share Units (PSUs) [Member], USD $)
9 Months Ended
Sep. 30, 2016
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)
569,759 
Granted (in shares)
1,342,016 
Forfeited (in shares)
(313,884)
Vested (in shares)
(243,828)
Outstanding at end of period (in shares)
1,354,063 
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average [Roll Forward]
 
Outstanding at beginning of period (in shares)
$ 13.15 
Granted (in shares)
$ 1.89 
Forfeited (In shares)
$ 2.22 
Vested (in shares)
$ 12.97 
Outstanding at end of period (in shares)
$ 4.55 
Long-Term Incentive Plan (Details) (USD $)
1 Months Ended 9 Months Ended
Aug. 31, 2016
Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
 
Outstanding at beginning of period (in shares)
 
200,000 
Granted (in shares)
30,000 
75,000 
Forfeited (in shares)
 
0 
Vested (in shares)
 
0 
Outstanding at end of period (in shares)
 
275,000 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weight Average [Roll Forward]
 
 
Outstanding at beginning of period (in shares)
 
$ 7.50 
Granted (in shares)
 
$ 13.13 
Forfeited (in shares)
 
$ 0.00 
Vested (in shares)
 
$ 0.00 
Outstanding at end of period (in shares)
$ 12.00 
$ 9.03 
Income Taxes (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Income Tax Disclosure [Abstract]
 
 
 
 
Income tax expense
$ 441 
$ 600 
$ 1,300 
$ 1,100 
Effective income tax rate
14.10% 
14.90% 
36.40% 
22.80% 
Commitments and Contingencies (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2016
Aug. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
 
 
 
Business exit costs
$ 5,300,000 
$ 6,600,000 
 
Accrued business exit cost
800,000 
800,000 
 
Leases, future minimum payments, present value of net minimum payments
 
 
400,000 
2016
0 
0 
 
2017
369,000 
369,000 
 
2018
895,000 
895,000 
 
2019
920,000 
920,000 
 
2020
945,000 
945,000 
 
Thereafter
12,844,000 
12,844,000 
 
Operating Leases, Future Minimum Payments Due
$ 15,973,000 
$ 15,973,000 
 
Related Party Transactions (Details Textual) (USD $)
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Sep. 30, 2016
Blackwater [Member]
Dec. 31, 2013
Blackwater [Member]
Sep. 30, 2016
American Midstream, L.L.C [Member]
Sep. 30, 2015
American Midstream, L.L.C [Member]
Sep. 30, 2016
American Midstream, L.L.C [Member]
Sep. 30, 2015
American Midstream, L.L.C [Member]
Dec. 31, 2015
Other Current Liabilities [Member]
Sep. 30, 2016
Other Current Liabilities [Member]
General Partner [Member]
Related Party Transaction [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional consideration
 
 
 
 
 
 
$ 5,000,000 
 
 
 
 
 
 
Accrued expenses
10,638,000 
 
10,638,000 
 
3,178,000 
5,000,000 
 
 
 
 
 
 
 
Related Party Transactions (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative expense
 
 
 
 
 
 
 
11,600,000 
7,200,000 
28,500,000 
21,400,000 
 
 
Management fees revenue
200,000 
300,000 
600,000 
1,200,000 
 
 
 
 
 
 
 
 
 
Related party transaction, due to related party
 
 
 
 
 
 
 
 
 
 
 
$ 3,800,000 
$ 3,100,000 
Reportable Segments (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Segment information
 
 
 
 
Revenue
$ 63,671,000 
$ 54,825,000 
$ 165,942,000 
$ 186,485,000 
Gain (loss) on commodity derivatives, net
147,000 
816,000 
(722,000)
1,274,000 
Total revenue
63,818,000 
55,641,000 
165,220,000 
187,759,000 
Purchases of natural gas, NGLs and condensate
26,082,000 
24,431,000 
65,096,000 
86,742,000 
Direct operating expenses
16,042,000 
15,328,000 
46,754,000 
43,162,000 
Selling, general and administrative expenses
13,289,000 
7,639,000 
33,255,000 
20,145,000 
Equity compensation expense
104,000 
574,000 
2,213,000 
2,822,000 
Depreciation, amortization and accretion expense
11,018,000 
9,160,000 
32,015,000 
28,099,000 
Total operating expenses
66,535,000 
57,132,000 
179,333,000 
180,970,000 
Gain (loss) on sale of assets, net
0 
(32,000)
90,000 
(3,010,000)
Interest expense
(5,156,000)
(3,553,000)
(19,535,000)
(9,719,000)
Earnings in unconsolidated affiliates
10,993,000 
1,094,000 
29,983,000 
1,265,000 
Income tax expense
(441,000)
(600,000)
(1,300,000)
(1,100,000)
Loss from discontinued operations, net of tax
0 
(53,000)
0 
(79,000)
Net income (loss)
2,679,000 
(4,627,000)
(4,876,000)
(5,819,000)
Less: Net income attributable to noncontrolling interests
1,196,000 
34,000 
2,175,000 
80,000 
Net loss attributable to the Partnership
1,483,000 
(4,661,000)
(7,051,000)
(5,899,000)
Segment gross margin
33,829,000 
29,134,000 
93,677,000 
95,215,000 
Gathering and Processing reporting segment [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
COMA Income
(400,000)
200,000 
300,000 
600,000 
Segment information
 
 
 
 
Revenue
43,163,000 
40,103,000 
116,091,000 
138,991,000 
Gain (loss) on commodity derivatives, net
148,000 
816,000 
(719,000)
1,274,000 
Total revenue
43,311,000 
40,919,000 
115,372,000 
140,265,000 
Purchases of natural gas, NGLs and condensate
23,794,000 
22,055,000 
60,206,000 
79,645,000 
Direct operating expenses
9,924,000 
10,119,000 
31,158,000 
28,342,000 
Segment gross margin
18,821,000 
18,422,000 
55,157,000 
59,687,000 
Transmission reporting segment [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
COMA Income
100,000 
100,000 
100,000 
100,000 
Segment information
 
 
 
 
Revenue
14,368,000 
9,977,000 
33,335,000 
34,148,000 
Gain (loss) on commodity derivatives, net
(1,000)
0 
(3,000)
0 
Total revenue
14,367,000 
9,977,000 
33,332,000 
34,148,000 
Purchases of natural gas, NGLs and condensate
2,288,000 
2,376,000 
4,890,000 
7,097,000 
Direct operating expenses
2,915,000 
3,595,000 
9,181,000 
10,027,000 
Segment gross margin
12,071,000 
7,581,000 
28,419,000 
26,975,000 
Terminals reporting segment [Member]
 
 
 
 
Segment information
 
 
 
 
Revenue
6,140,000 
4,745,000 
16,516,000 
13,346,000 
Gain (loss) on commodity derivatives, net
0 
0 
0 
0 
Total revenue
6,140,000 
4,745,000 
16,516,000 
13,346,000 
Purchases of natural gas, NGLs and condensate
0 
0 
0 
0 
Direct operating expenses
3,203,000 
1,614,000 
6,415,000 
4,793,000 
Segment gross margin
2,937,000 
3,131,000 
10,101,000 
8,553,000 
Commodity Contract [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Unrealized gain (loss) on derivatives
1,958,000 
310,000 
(1,430,000)
523,000 
Segment information
 
 
 
 
Gain (loss) on commodity derivatives, net
(427,000)
320,000 
(1,121,000)
32,000 
Gain (Loss) on Derivative Instruments [Member] |
Commodity Contract [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Unrealized gain (loss) on derivatives
300,000 
241,000 
(300,000)
308,000 
Segment information
 
 
 
 
Gain (loss) on commodity derivatives, net
$ (169,000)
$ 575,000 
$ (413,000)
$ 966,000 
Reportable Segments Reportable Segments - Assets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Segment Reporting Information [Line Items]
 
 
Assets
$ 1,199,127 
$ 891,296 
Gathering And Processing [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
593,610 
572,824 
Transmission [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
208,370 
133,870 
Terminals [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
97,201 
84,449 
Other Segments [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
$ 299,946 
$ 100,153 
Reportable Segments (Details Textual)
9 Months Ended
Sep. 30, 2016
segment
Segment Reporting [Abstract]
 
Number of operating segments
3 
Subsequent Event (Details) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Apr. 25, 2016
Dec. 31, 2015
Apr. 25, 2016
Delta House [Member]
Sep. 30, 2016
Delta House [Member]
Sep. 30, 2016
Pinto Offshore Holdings LLC [Member]
Sep. 30, 2016
Delta House FPS LLC [Member]
Oct. 31, 2016
Subsequent Event [Member]
Oct. 23, 2016
Subsequent Event [Member]
Oct. 20, 2016
Subsequent Event [Member]
Oct. 31, 2016
Subsequent Event [Member]
Oct. 31, 2016
Subsequent Event [Member]
Delta House [Member]
Oct. 31, 2016
Subsequent Event [Member]
Delta House [Member]
Oct. 23, 2016
Affiliated Holders [Member]
Subsequent Event [Member]
Oct. 23, 2016
Public Unit Consideration [Member]
Subsequent Event [Member]
Oct. 31, 2016
Series D Preferred Stock [Member]
Subsequent Event [Member]
Oct. 31, 2016
Series D Preferred Stock [Member]
Subsequent Event [Member]
Sep. 30, 2016
Interest Rate Swap [Member]
Oct. 20, 2016
Interest Rate Swap [Member]
Swap [Member]
Subsequent Event [Member]
Subsequent Event [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution declared per common unit (in usd per share)
$ 0.4125 1
$ 0.4725 1
$ 1.2975 1
$ 1.4175 1
 
 
 
 
 
 
 
 
$ 0.4125 
 
 
 
 
 
 
 
 
 
Distribution made to limited partner, distributions declared, per unit, annualized basis (in usd per share)
 
 
 
 
 
 
 
 
 
 
 
 
$ 1.65 
 
 
 
 
 
 
 
 
 
Notional amount of interest rate swap
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 300,000,000 
$ 150,000,000 
Derivative, fixed interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.475% 
Ownership percentage
 
 
 
 
 
 
 
13.90% 
26.30% 
49.00% 
 
 
 
 
 
20.10% 
 
 
 
 
 
 
Merger agreement, conversion ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.5775 
0.5225 
 
 
 
 
General partner interest
 
 
1.30% 
 
 
 
 
 
 
 
 
18.786% 
 
 
 
 
 
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.20% 
 
 
 
 
 
 
Investments
 
 
221,899,000 
 
 
 
9,900,000 
9,873,000 
 
 
 
 
 
 
48,800,000 
 
 
 
 
 
 
 
Issuance of Series A Units, net of issuance costs
 
 
0 
45,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
34,500,000 
 
 
 
General partner interest, units issued (in shares)
672,000 
 
672,000 
 
 
536,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,333,333 
 
 
Class of warrant, number of securities called by warrants (in shares)
 
 
 
 
800,000 
 
 
 
 
 
 
 
 
700,000 
 
 
 
 
 
 
 
 
Class of warrant, exercise price of warrants (in usd per share)
 
 
 
 
$ 7.25 
 
 
 
 
 
 
 
 
$ 22.00 
 
 
 
 
 
 
 
 
Borrowings under Credit Agreement
 
 
$ 270,243,000 
$ 287,700,000 
 
 
 
 
 
 
$ 14,300,000 
 
 
 
 
 
 
 
 
 
 
 
Shares issued, price per share (in usd per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 15.00