AMERICAN MIDSTREAM PARTNERS, LP, 10-Q filed on 8/8/2016
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2016
Aug. 5, 2016
Aug. 5, 2016
Series A Preferred Stock [Member]
Jun. 30, 2016
Series A Preferred Stock [Member]
Dec. 31, 2015
Series A Preferred Stock [Member]
Aug. 5, 2016
Series C Preferred Stock [Member]
Jun. 30, 2016
Series C Preferred Stock [Member]
Dec. 31, 2015
Series C 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
Jun. 30, 2016 
 
 
 
 
 
 
 
Amendment Flag
false 
 
 
 
 
 
 
 
Document Fiscal Year Focus
2016 
 
 
 
 
 
 
 
Document Fiscal Period Focus
Q2 
 
 
 
 
 
 
 
Current Fiscal Year End Date
--12-31 
 
 
 
 
 
 
 
Entity Filer Category
Accelerated Filer 
 
 
 
 
 
 
 
Entity Common Stock, Shares Outstanding
 
31,154,636 
 
 
 
 
 
 
Convertible preferred, units, outstanding
 
 
9,797,342 
9,797,000 
9,210,000 
 
8,571,000 
0 
Convertible preferred, units, issued
 
 
 
9,797,000 
9,210,000 
8,571,000 
8,571,000 
0 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Current assets
 
 
Cash and cash equivalents
$ 754 
$ 0 
Accounts receivable
8,875 
3,181 
Unbilled revenue
18,817 
15,559 
Risk management assets
944 
365 
Other current assets
13,348 
10,094 
Total current assets
42,738 
29,199 
Property, plant and equipment, net
683,109 
648,013 
Goodwill
16,262 
16,262 
Intangible assets, net
98,790 
100,965 
Investment in unconsolidated affiliates
295,572 
82,301 
Other assets, net
14,497 
14,556 
Total assets
1,150,968 
891,296 
Current liabilities
 
 
Accounts payable
4,811 
4,667 
Accrued gas purchases
9,566 
7,281 
Accrued expenses and other current liabilities
37,077 
25,035 
Current portion of long-term debt
731 
2,338 
Risk management liabilities
832 
0 
Total current liabilities
53,017 
39,321 
Risk management liabilities
2,556 
0 
Asset retirement obligations
43,430 
28,549 
Other liabilities
399 
1,001 
Long-term debt
672,400 
525,100 
Deferred tax liability
6,661 
5,826 
Total liabilities
778,463 
599,797 
Equity and partners' capital
 
 
General Partner Interests (664 thousand and 536 thousand units issued and outstanding as of June 30, 2016 and December 31, 2015, respectively)
(100,624)
(104,853)
Accumulated other comprehensive income (loss)
75 
40 
Total partners’ capital
72,291 
117,257 
Noncontrolling interests
7,489 
4,530 
Total equity and partners' capital
79,780 
121,787 
Total liabilities, equity and partners' capital
1,150,968 
891,296 
Series A Preferred Stock [Member]
 
 
Current liabilities
 
 
Convertible preferred units
176,335 
169,712 
Series C Preferred Stock [Member]
 
 
Current liabilities
 
 
Convertible preferred units
116,390 
0 
Limited Partner Common Units [Member]
 
 
Equity and partners' capital
 
 
Limited Partner Interests
172,840 
188,477 
Limited Partner Series B Convertible Units [Member]
 
 
Equity and partners' capital
 
 
Limited Partner Interests
$ 0 
$ 33,593 
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited)
Jun. 30, 2016
Dec. 31, 2015
General partner interest, units issued
664,000 
536,000 
Series A Preferred Stock [Member]
 
 
Convertible preferred, units, issued
9,797,000 
9,210,000 
Convertible preferred, units, outstanding
9,797,000 
9,210,000 
Limited Partner Series B Convertible Units [Member]
 
 
Units Issued
0 
1,350,000 
Series C Preferred Stock [Member]
 
 
Convertible preferred, units, issued
8,571,000 
0 
Convertible preferred, units, outstanding
8,571,000 
0 
Limited Partner Common Units [Member]
 
 
Units Issued
31,146,000 
30,427,000 
Partnership Interest [Member]
 
 
General partner interest units,outstanding
664,000 
536,000 
Partnership Interest [Member] |
Limited Partner Common Units [Member]
 
 
Preferred, units, outstanding
31,146,000 
30,427,000 
Series B [Member] |
Limited Partner Series B Convertible Units [Member]
 
 
Preferred, units, outstanding
0 
1,350,000 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Revenue
$ 56,148 
$ 67,198 
$ 102,271 
$ 131,660 
Gain (loss) on commodity derivatives, net
(766)
311 
(869)
458 
Total revenue
55,382 
67,509 
101,402 
132,118 
Operating expenses:
 
 
 
 
Purchases of natural gas, NGLs and condensate
22,102 
33,334 
39,014 
62,311 
Direct operating expenses
16,191 
13,967 
30,712 
27,834 
Selling, general and administrative expenses
11,432 
5,571 
19,966 
12,506 
Equity compensation expense
1,025 
550 
2,109 
2,248 
Depreciation, amortization and accretion expense
10,903 
9,250 
20,997 
18,939 
Total operating expenses
61,653 
62,672 
112,798 
123,838 
Gain (loss) on sale of assets, net
80 
(2,970)
90 
(2,978)
Operating income (loss)
(6,191)
1,867 
(11,306)
5,302 
Interest expense
(8,507)
(3,556)
(14,379)
(6,166)
Earnings in unconsolidated affiliates
11,647 
4 
18,990 
171 
Net income (loss) before income tax (expense) benefit
(3,051)
(1,685)
(6,695)
(693)
Income tax (expense) benefit
(540)
(317)
(860)
(473)
Net income (loss) from continuing operations
(3,591)
(2,002)
(7,555)
(1,166)
Income (loss) from discontinued operations, net of tax
0 
(31)
0 
(26)
Net income (loss)
(3,591)
(2,033)
(7,555)
(1,192)
Net income (loss) attributable to noncontrolling interests
992 
32 
979 
46 
Net income (loss) attributable to the Partnership
(4,583)
(2,065)
(8,534)
(1,238)
Distribution declared per common unit (a)
$ 0.4125 1
$ 0.4725 1
$ 0.8850 1
$ 0.9450 1
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic, Net of Tax
$ (0.36)
$ (0.35)
$ (0.69)
$ (0.53)
Weighted Average Number of Shares Outstanding, Basic
30,949 
22,757 
30,884 
22,730 
General Partner [Member]
 
 
 
 
Operating expenses:
 
 
 
 
General Partner's Interest in net income (loss)
(61)
(25)
(113)
(14)
Limited Partner [Member]
 
 
 
 
Operating expenses:
 
 
 
 
Limited Partners' Interest in net income (loss)
$ (4,522)
$ (2,040)
$ (8,421)
$ (1,224)
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Net income (loss)
$ (3,591)
$ (2,033)
$ (7,555)
$ (1,192)
Comprehensive income (loss)
(3,570)
(2,056)
(7,520)
(1,226)
Net income (loss) attributable to noncontrolling interests
992 
32 
979 
46 
Comprehensive income (loss) attributable to the Partnership
(4,562)
(2,088)
(8,499)
(1,272)
Accumulated Other Comprehensive Income (Loss) [Member]
 
 
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
$ 21 
$ (23)
$ 35 
$ (34)
Condensed Consolidated Statements of Changes in Partners' Capital (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Dec. 31, 2014
Partners' Capital
$ 72,291 
 
$ 72,291 
 
$ 117,257 
 
Net income (loss)
(3,591)
(2,033)
(7,555)
(1,192)
 
 
Net income (loss) attributable to the Partnership
(4,583)
(2,065)
(8,534)
(1,238)
 
 
Net income (loss) attributable to noncontrolling interests
992 
32 
979 
46 
 
 
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants
 
 
4,481 
 
 
 
Unitholder distributions
(12,918)
(12,205)
(29,964)
(24,364)
 
 
LTIP tax netting unit repurchase
 
 
150 
725 
 
 
Partners' Capital
72,291 
 
72,291 
 
117,257 
 
General Partner [Member]
 
 
 
 
 
 
Partners' Capital
(100,624)
(5,218)
(100,624)
(5,218)
(104,853)
(2,450)
Net Income (Loss) Allocated to General Partners
(61)
(25)
(113)
(14)
 
 
Issuance of common units, net of offering costs
 
 
0 
 
 
 
Unitholder contributions
 
 
1,791 
376 
 
 
Unitholder distributions
 
 
(2,351)
(3,004)
 
 
Unitholder contribution for acquisitions
 
 
990 
 
 
 
Net distributions to noncontrolling interests
 
 
0 
0 
 
 
Acquisition of noncontrolling interest
 
 
0 
 
 
 
LTIP vesting
 
 
(2,107)
(2,178)
 
 
Equity compensation expense
 
 
1,538 
2,052 
 
 
Partners' Capital
(100,624)
(5,218)
(100,624)
(5,218)
(104,853)
(2,450)
Limited Partner [Member]
 
 
 
 
 
 
Partners' Capital
172,840 
265,319 
172,840 
265,319 
188,477 
294,695 
Net Income (Loss) Allocated to Limited Partners
(4,522)
(2,040)
(8,421)
(1,224)
 
 
Issuance of common units, net of offering costs
 
 
2,986 
 
 
 
Conversion/Issuance of units
 
 
33,593 
 
 
 
Unitholder contributions
 
 
0 
0 
 
 
Unitholder distributions
 
 
(38,935)
(29,800)
 
 
Net distributions to noncontrolling interests
 
 
0 
0 
 
 
Acquisition of noncontrolling interest
 
 
0 
 
 
 
LTIP vesting
 
 
2,107 
2,373 
 
 
LTIP tax netting unit repurchase
 
 
(150)
(725)
 
 
Equity compensation expense
 
 
0 
 
 
 
Partners' Capital
172,840 
265,319 
172,840 
265,319 
188,477 
294,695 
Series B [Member]
 
 
 
 
 
 
Partners' Capital
0 
33,053 
0 
33,053 
33,593 
32,220 
Issuance of common units, net of offering costs
 
 
0 
 
 
 
Unitholder contributions
 
 
0 
 
 
 
Net distributions to noncontrolling interests
 
 
0 
 
 
 
Acquisition of noncontrolling interest
 
 
0 
 
 
 
LTIP tax netting unit repurchase
 
 
0 
 
 
 
Equity compensation expense
 
 
0 
 
 
 
Partners' Capital
0 
33,053 
0 
33,053 
33,593 
32,220 
Accumulated Other Comprehensive Income (Loss) [Member]
 
 
 
 
 
 
Partners' Capital
75 
(32)
75 
(32)
40 
2 
Issuance of common units, net of offering costs
 
 
0 
 
 
 
Unitholder contributions
 
 
 
0 
 
 
Net distributions to noncontrolling interests
 
 
0 
0 
 
 
Acquisition of noncontrolling interest
 
 
0 
 
 
 
Equity compensation expense
 
 
0 
 
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
21 
(23)
35 
(34)
 
 
Partners' Capital
75 
(32)
75 
(32)
40 
2 
Parent [Member]
 
 
 
 
 
 
Partners' Capital
72,291 
293,122 
72,291 
293,122 
117,257 
324,467 
Net income (loss) attributable to the Partnership
 
 
(8,534)
(1,238)
 
 
Unitholder contributions
 
 
1,791 
376 
 
 
Unitholder distributions
 
 
(41,286)
(32,804)
 
 
Net distributions to noncontrolling interests
 
 
0 
0 
 
 
Acquisition of noncontrolling interest
 
 
0 
 
 
 
LTIP vesting
 
 
0 
195 
 
 
LTIP tax netting unit repurchase
 
 
(150)
(725)
 
 
Equity compensation expense
 
 
1,538 
2,052 
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
 
 
35 
(34)
 
 
Partners' Capital
72,291 
293,122 
72,291 
293,122 
117,257 
324,467 
Noncontrolling Interest [Member]
 
 
 
 
 
 
Partners' Capital
7,489 
4,693 
7,489 
4,693 
4,530 
4,717 
Net income (loss) attributable to the Partnership
 
 
979 
 
 
 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
46 
 
 
Issuance of common units, net of offering costs
 
 
0 
 
 
 
Unitholder contributions
 
 
0 
 
 
 
Net distributions to noncontrolling interests
 
 
149 
(70)
 
 
Acquisition of noncontrolling interest
 
 
1,831 
 
 
 
Equity compensation expense
 
 
0 
 
 
 
Partners' Capital
7,489 
4,693 
7,489 
4,693 
4,530 
4,717 
Series B [Member]
 
 
 
 
 
 
Unitholder distributions
0 
(413)
0 
(833)
 
 
Series B [Member] |
Series B [Member]
 
 
 
 
 
 
Proceeds from Issuance of Preferred Stock and Preference Stock
 
 
 
833 
 
 
Conversion/Issuance of units
 
 
(33,593)
(833)
 
 
Series B [Member] |
Accumulated Other Comprehensive Income (Loss) [Member]
 
 
 
 
 
 
Conversion/Issuance of units
 
 
0 
 
 
 
Series B [Member] |
Parent [Member]
 
 
 
 
 
 
Conversion/Issuance of units
 
 
0 
 
 
 
Series B [Member] |
Noncontrolling Interest [Member]
 
 
 
 
 
 
Conversion/Issuance of units
 
 
0 
 
 
 
Costar Midstream, L.L.C. [Member]
 
 
 
 
 
 
Cancellation of escrow units
 
 
(6,817)
0 
 
 
At the Market Offering [Member]
 
 
 
 
 
 
Conversion/Issuance of units
 
 
$ 0 
 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Net income (loss)
$ (7,555,000)
$ (1,192,000)
Depreciation, amortization and accretion expense
20,997,000 
18,939,000 
Amortization of deferred financing costs
1,030,000 
667,000 
Amortization of weather derivative premium
451,000 
475,000 
Unrealized (gain) loss on commodity derivatives, net
3,388,000 
(213,000)
Non-cash compensation
2,109,000 
2,294,000 
Postretirement expense (benefit)
0 
18,000 
(Gain) loss on sale of assets, net
(90,000)
2,978,000 
Earnings in unconsolidated affiliates
(18,990,000)
(171,000)
Distributions from unconsolidated affiliates
18,990,000 
171,000 
Deferred tax expense (benefit)
835,000 
457,000 
Accounts receivable
(5,694,000)
(1,331,000)
Unbilled revenue
(3,258,000)
5,964,000 
Risk management assets and liabilities
(1,030,000)
(875,000)
Other current assets
1,753,000 
1,041,000 
Other assets, net
700,000 
37,000 
Accounts payable
1,136,000 
6,200,000 
Accrued gas purchases
2,285,000 
(4,709,000)
Accrued expenses and other current liabilities
2,303,000 
(1,293,000)
Asset retirement obligations
(10,000)
0 
Other liabilities
(673,000)
163,000 
Net cash provided by operating activities
18,677,000 
29,620,000 
Cost of acquisitions, net of cash acquired and settlements
(3,073,000)
7,383,000 
Additions to property, plant and equipment
(40,242,000)
(79,734,000)
Investment in unconsolidated affiliates
(11,444,000)
(626,000)
Proceeds from disposals of property, plant and equipment
137,000 
3,876,000 
Distributions from unconsolidated affiliates, return of capital
16,728,000 
1,329,000 
Restricted cash
0 
6,475,000 
Net cash used in investing activities
(138,802,000)
(61,297,000)
Proceeds from issuance of common units to public, net of offering costs
3,004,000 
(348,000)
Unitholder contributions
1,791,000 
330,000 
Unitholder distributions
(29,964,000)
(24,364,000)
Issuance of Units, net of issuance costs
0 
45,000,000 
Acquisition of noncontrolling interests
1,831,000 
0 
LTIP tax netting unit repurchase
(150,000)
(725,000)
Deferred financing costs
(1,475,000)
(276,000)
Payments on other debt
(1,607,000)
(2,171,000)
Payments on long-term debt
(64,900,000)
(123,650,000)
Borrowings on long-term debt
212,200,000 
137,800,000 
Net cash provided by financing activities
120,879,000 
31,526,000 
Net increase (decrease) in cash and cash equivalents
754,000 
(151,000)
Beginning of period
0 
499,000 
End of period
754,000 
348,000 
Interest payments, net
12,603,000 
5,572,000 
(Decrease) increase in accrued property, plant and equipment
3,221,000 
(16,897,000)
Total Consideration for Issuance of Preferred Units
120,000,000 
0 
Accrued Cash Dividends Paid to Parent Company by Unconsolidated Affiliates
(4,360,000)
0 
Series A [Member]
 
 
Accrued and paid-in-kind unitholder distribution for Units
2,200,000 
 
Paid-in-kind unitholder distribution for Series B Units
0 
833,000 
Noncontrolling Interest [Member]
 
 
Net contributions from (distributions to) noncontrolling interests
149,000 
(70,000)
Costar Midstream, L.L.C. [Member]
 
 
Cancellation of escrow units
6,817,000 
0 
Series A Preferred Stock [Member]
 
 
Accrued and paid-in-kind unitholder distribution for Units
9,100,000 
7,600,000 
Series C Preferred Stock [Member]
 
 
Accrued and paid-in-kind unitholder distribution for Units
2,249,000 
0 
Emerald Transaction [Member]
 
 
Investment in unconsolidated affiliates
$ (100,908,000)
$ 0 
Organization and Basis of Presentation
Organization and Basis of Presentation
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 currently operate more than 3,000 miles of pipelines that gather and transport over 1 Bcf/d of natural gas and operate approximately 2.2 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 six months ended June 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”).

Consolidation Policy

The accompanying 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 the preparation of the accompanying condensed consolidated financial statements.

Investment in Unconsolidated Affiliates

We hold various non-operated membership interests in entities that own and operate natural gas pipeline systems, 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 is not the primary beneficiary, are accounted for using the equity method and are reported in Investment in unconsolidated affiliates in the accompanying 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.

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 estimated amounts.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 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 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 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 2015, the FASB issued ASU No. 2015-02, Consolidation - Amendments to the Consolidation Analysis, which amends the current consolidation guidance. The amendments affect both the variable interest entity ("VIE") and voting interest entity ("VOE") consolidation models. The standard is effective for public reporting entities in the fiscal periods beginning after December 15, 2015. The Partnership reviewed its VIEs and VOEs in connection with the adoption of this standard and determined no change to its previous conclusions was required.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This amendment requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. ASU 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. 2016-06, Derivatives and Hedging (Topic 815). This amendment clarifies existing guidance for assessing embedded call (put) options that are closely related to their debt hosts using a four-step decision sequence. ASU 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 evaluated 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). This amendment 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 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 evaluated 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. 2016-09, Compensation - Stock Compensation (Topic 718). 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 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.
Acquisitions and Divestitures
Acquisitions and Divestitures
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, 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. The Tri-States pipeline is a FERC-regulated, 161-mile natural gas liquids ("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.

The Partnership funded the aggregate purchase price for the Emerald Transactions with the issuance of 8,571,429 shares of newly-designated 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 condensed consolidated balance sheets, and as an investing activity of $100.9 million within the 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 condensed consolidated statements of changes in partners’ capital and noncontrolling interests. Pursuant to the individual limited liability company or operating agreements for the entities acquired in the Emerald Transactions, we have no management control or authority over the day-to-day operations over the assets acquired in the Emerald Transactions. Our interests acquired in the entities underlying the Emerald Transactions are accounted for as investments in unconsolidated affiliates in the condensed consolidated financial statements.

For the three-months ended June 30, 2016, the Partnership recorded $4.2 million in earnings and received cash distributions of $5.4 million 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 condensed consolidated statement of cash flows.

Gulf of Mexico Pipelines

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 $3.1 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 fair values as of the acquisition date.

The following tables summarize the fair value of consideration transferred by the Partnership for the acquisition and the preliminary allocation of that amount to the assets acquired and liabilities assumed based on their respective fair values as of the acquisition date (in thousands).
Fair value of consideration transferred:
 
Cash
$
3,073

Fair value of assets acquired, liabilities assumed:
 
Assets:
 
Property, plant and equipment:
 
Pipelines
$
16,952

Land
421

Total property, plant and equipment
17,373

Liabilities:
 
Asset retirement obligations
(14,300
)
 
 
Fair value of net assets acquired and liabilities assumed
$
3,073



American Panther contributed revenue of $4.3 million and net income of $2.6 million for the period of April 15, 2016 through June 30, 2016, which is included in the Partnership's Gathering and Processing segment. Additionally, the Partnership incurred $0.2 million of transaction costs related to the acquisition which are included in Selling, general and administrative expenses in our condensed consolidated statement of operations for the three months ended June 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 and (ii) 53.5 Class A Units of Delta House Oil and Gas Lateral LLC in exchange for a cash purchase price of approximately $9.9 million funded with additional borrowings under the Partnership’s Credit Agreement. 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 in our condensed consolidated balance sheets and as an investing activity within the condensed consolidated statements of cash flows.

For the three-months ended June 30, 2016, the Partnership recorded $0.4 million in earnings and received cash distributions of $1.1 million from its D-Day investment. 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 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 a combined 13.9% non-operated indirect interest in Delta House. 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 condensed consolidated financial statements.

Divestitures

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 customers of crude oil, natural gas, NGLs, condensate and specialty chemicals 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; however, for the three and six months ended June 30, 2016 and 2015, no allowances on or significant write-offs of accounts receivable were recorded.

During the three and six months ended June 30, 2016, one customer accounted for 10% and 11%, respectively, of the Partnership's consolidated revenue. During the three and six months ended June 30, 2015, no individual customer accounted for 10% or more of the Partnership's consolidated revenue.
Other Current Assets (Notes)
Schedule of Other Current Assets
Other current assets consisted of the following (in thousands):
 
June 30,
 
December 31,
 
2016
 
2015
Prepaid insurance
$
3,073

 
$
3,948

Accrued distributions from unconsolidated affiliates
4,359

 
—

Other prepaid amounts
2,108

 
2,866

Other current assets
3,808

 
3,280

 
$
13,348

 
$
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 June 30, 2016, the aggregate notional volume of our commodity derivatives was 5.6 million gallons of NGLs, natural gasoline 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 June 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 any of 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, 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 June 30, 2016, the total notional amount of our interest rate swaps was $300.0 million.

In the first quarter of 2016, we entered into interest rate swaps with a notional amount of $200.0 million. The interest rate swaps were entered into with a single counterparty and we were not required to post collateral. The interest rate swaps will expire September 3, 2019.

In the second quarter of 2016, we entered into additional interest rate swaps with a notional amount of $100.0 million. The interest rate swaps were entered into with a single counterparty and we were not required to post collateral. The interest rate swaps are 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 six months ended June 30, 2016 and 2015, respectively, which were recorded as current Risk management assets on our condensed consolidated balance sheet 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 $0.9 million as of June 30, 2016.
As of June 30, 2016 and December 31, 2015, the value associated with our commodity derivatives, interest rate swaps, and weather derivative were recorded in our condensed consolidated balance sheets as follows (in thousands):
 
 
Gross Risk Management Assets
 
Gross Risk Management (Liabilities)
 
Net Risk Management Assets (Liabilities)
Balance Sheet Classification
 
June 30,
2016
 
December 31, 2015
 
June 30,
2016
 
December 31, 2015
 
June 30,
2016
 
December 31, 2015
Current
 
$
944

 
$
365

 
$
—

 
$
—

 
$
944

 
$
365

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
944

 
$
365

 
$
—

 
$
—

 
$
944

 
$
365

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
(832
)
 
$
—

 
$
(832
)
 
$
—

Noncurrent
 
—

 
—

 
(2,556
)
 
—

 
(2,556
)
 
—

Total liabilities
 
$
—

 
$
—

 
$
(3,388
)
 
$
—

 
$
(3,388
)
 
$
—



For the three and six months ended June 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 condensed consolidated statements of operations as follows (in thousands):
 
Three months ended June 30,
 
Six months ended June 30,
 
Gain (loss) on Derivatives
 
Gain (loss) on derivatives
Statement of Operations Classification
Realized
 
Unrealized
 
Realized
 
Unrealized
2016
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
(244
)
 
$
(522
)
 
$
(244
)
 
$
(625
)
Interest expense
—

 
(2,033
)
 
—

 
(2,763
)
Direct operating expenses
(232
)
 
—

 
(450
)
 
—

Total
$
(476
)
 
$
(2,555
)
 
$
(694
)
 
$
(3,388
)
2015
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
252

 
$
59

 
$
391

 
$
67

Interest expense
(101
)
 
98

 
(203
)
 
146

Direct operating expenses
(234
)
 
—

 
(475
)
 
—

Total
$
(83
)
 
$
157

 
$
(287
)
 
$
213

Fair Value Measurement
Fair Value Measurement
Fair Value Measurement

We believe the carrying amount of cash and cash equivalents, 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 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.

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 have consistently applied these valuation techniques in all periods presented and believe we have obtained the most accurate information available for the types of derivatives contracts held. We will recognize transfers between levels at the end of the reporting period in which the transfer occurred. There were no such transfers for the six months ended June 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 condensed consolidated balance sheets, that were measured at fair value on a recurring basis as of June 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:
 
 
 
 
 
 
 
 
 
June 30, 2016
$
(625
)
 
$
—

 
$
(625
)
 
$
—

 
$
(625
)
December 31, 2015
—

 
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
Interest rate swaps:
 
 
 
 
 
 
 
 
 
June 30, 2016
$
(2,763
)
 
$
—

 
$
(2,763
)
 
$
—

 
$
(2,763
)
December 31, 2015
—

 
—

 
—

 
—

 
—



The unamortized portion of the premium paid to enter the weather derivative described in Note 5 "Derivatives" is included within Risk management assets on our condensed consolidated balance sheets but is not included as part of the above table as it is recorded at amortized carrying cost, not fair value.
Property, Plant and Equipment
Property, Plant and Equipment
Property, Plant and Equipment, Net

Property, plant and equipment, net, as of June 30, 2016 and December 31, 2015 were as follows (in thousands):
 
Useful Life
(in years)
 
June 30,
2016
 
December 31,
2015
Land
N/A
 
$
5,703

 
$
5,282

Construction in progress
N/A
 
61,203

 
46,045

Buildings and improvements
4 to 40
 
9,959

 
9,864

Processing and treating plants
8 to 40
 
102,003

 
97,784

Pipelines and compressors
3 to 40
 
573,084

 
554,400

Storage
20 to 40
 
58,226

 
58,394

Equipment
5 to 20
 
37,065

 
22,207

Total property, plant and equipment
 
 
847,243

 
793,976

Accumulated depreciation
 
 
(164,134
)
 
(145,963
)
Property, plant and equipment, net
 
 
$
683,109

 
$
648,013



Of the gross property, plant and equipment balances at June 30, 2016 and December 31, 2015, $132.0 million and $111.9 million, respectively, were related to AlaTenn, American Midstream Midla, LLC ("Midla") and High Point Gathering Systems, our FERC regulated interstate and intrastate assets.

Capitalized interest was $0.5 million for the three months ended June 30, 2016 and 2015, respectively, and $1.0 million and $0.7 million for the six months ended June 30, 2016 and 2015, respectively.

Depreciation expense was $9.4 million and $7.6 million for the three months ended June 30, 2016 and 2015, respectively, and $18.2 million and $15.5 million for the six months ended June 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 in the first half of 2016.
Goodwill and Intangible Assets, Net (Notes)
Goodwill and Intangible Assets, Net
Goodwill and Intangible Assets, Net

The carrying value of goodwill as of June 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):
 
June 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
$
(4,410
)
 
$
(3,124
)
    Dedicated acreage
(3,550
)
 
(2,661
)
 
$
(7,960
)
 
$
(5,785
)
Net carrying amount:
 
 
 
    Customer relationships
$
48,990

 
$
50,276

    Dedicated acreage
49,800

 
50,689

 
$
98,790

 
$
100,965



Amortization expense on our intangible assets totaled $1.1 million and $1.5 million for the three months ended June 30, 2016 and 2015, respectively, and $2.2 million and $3.1 million for the six months ended June 30, 2016 and 2015, respectively.
Investment in unconsolidated affiliates (Notes)
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 six months ended June 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
2,027

 
869

 
14,264

 
1,830

 
18,990

 
Contributions
—

 
—

 
—

 
12,459

 
12,459

 
Distributions
(6,631
)
 
(1,092
)
 
(28,359
)
 
(3,995
)
 
(40,077
)
Balances at June 30, 2016
$
118,226

 
$
56,458

 
$
52,303

 
$
68,585

 
$
295,572



(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:
June 30, 2016
 
December 31, 2015
Current assets
$
170,283

 
$
2,086

Non-current assets
1,470,286

 
288,617

Current liabilities
182,895

 
366

Non-current liabilities
475,602

 
23,617


 
Three months ended June 30,
 
Six months ended June 30,
Income Statements:
2016
 
2015
 
2016
 
2015
Total revenue
$
87,054

 
$
1,974

 
$
151,997

 
$
4,410

Operating expense
6,649

 
768

 
7,541

 
1,738

Net income
65,613

 
(2
)
 
120,777

 
241



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 June 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 (Notes)
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities were as follows (in thousands):
 
 
June 30,
 
December 31,
 
 
2016
 
2015
Current portion of asset retirement obligation (a)
 
$
6,826

 
$
6,822

Accrued capital expenditures
 
8,299

 
3,984

Accrued expenses
 
11,788

 
3,178

Due to related parties
 
2,424

 
3,894

Other
 
7,740

 
7,157

 
 
$
37,077

 
$
25,035


(a)
Associated with certain Gathering and Processing assets.
Asset Retirement Obligations (Notes)
Asset Retirement Obligations
11. Asset Retirement Obligations

We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations that we can reasonably estimate, on a discounted basis, in the period in which the liability is incurred. We collectively refer to asset retirement obligations and conditional asset retirement obligations as ARO.

Certain assets related to our Transmission segment have regulatory obligations to perform remediation and, in some instances, dismantlement and removal activities when the assets are abandoned. These asset retirement obligations include varying levels of activity including disconnecting inactive assets from active assets, cleaning and purging assets, and in some cases, completely removing the assets and returning the land to its original state. These assets have been in existence for many years and with regular maintenance will continue to be in service for many years to come. It is not possible to predict when demand for these transmission services will cease, and we do not believe that such demand will cease for the foreseeable future. A portion of our regulatory obligations is related to assets that we plan to take out of service.


The following table is a reconciliation of the asset retirement obligations for the six months ended June 30, 2016 (in thousands):
 
 
Beginning asset retirement obligation
$
35,371

Liabilities assumed
14,300

Expenditures
(11
)
Accretion expense
596

Total ending asset retirement obligation
$
50,256

Less: current portion
6,826

Long-term asset retirement obligation
$
43,430


As a result of the Gulf of Mexico Pipeline acquisition, we have recorded an additional 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 June 30, 2016 and is presented in Other assets, net in our consolidated balance sheets.
Debt Obligations
Debt Obligations
Debt Obligations

Our outstanding borrowings under the credit facility were (in thousands):
 
June 30,
2016
 
December 31,
2015
Revolving credit facility
$
672,400

 
$
525,100

Other debt
731

 
2,338

Total debt
673,131

 
527,438

Less: current portion
731

 
2,338

Long-term debt
$
672,400

 
$
525,100



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 provides 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 (a) the Federal Funds Rate, plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, or (c) the Eurodollar Rate plus 1.00%, plus a margin ranging from 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.

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 June 30, 2016, our consolidated total leverage ratio was 4.15 and our interest coverage ratio was 8.86, which was in compliance with the related requirements.

For the six months ended June 30, 2016 and 2015, the weighted average interest rate on borrowings under our Credit Agreement was approximately 4.35% and 3.15%, respectively.

At June 30, 2016 and December 31, 2015, letters of credit outstanding under the Credit Agreement were $5.4 million and $1.8 million, respectively.

As of June 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.

Other debt

Other debt represents insurance premium financing in the original amount of $3.0 million bearing interest at 3.95% per annum, which is repayable in equal monthly installments of approximately $0.3 million through the third quarter of 2016.
Partners' Capital
Partners' Capital
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 June 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 newly issued 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. For the six months ended June 30, 2016, we sold 248,561 common units for proceeds of $3.2 million, net of commissions and accrued offering costs of less than $0.1 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. As of June 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 Convertible Preferred Units (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 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.

Each issuance of 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 $1.8 million from our General Partner as consideration for the issuance of 128,272 additional notional general partner units for the six months ended June 30, 2016. For the six months ended June 30, 2015, we received proceeds of $0.3 million for the issuance of 18,706 additional notional general partner units.

Outstanding Units

The number of units outstanding as of June 30, 2016 and December 31, 2015, respectively, were as follows (in thousands):
 
June 30,
2016
 
December 31,
2015
Series A convertible preferred units
9,797

 
9,210

Series B convertible units
—

 
1,350

Series C convertible preferred units
8,571

 
—

Limited Partner common units
31,146

 
30,427

General Partner units
664

 
536



Distributions

We made cash distributions as follows (in thousands):
 
Three months ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Limited Partner common units
$
12,745

 
$
10,753

 
$
27,763

 
$
21,466

General Partner units
173

 
159

 
395

 
317

General Partners' incentive distribution rights
—

 
1,293

 
1,806

 
2,581

 
$
12,918

 
$
12,205

 
$
29,964

 
$
24,364



On July 21, 2016, the Board of Directors of our General Partner declared a quarterly cash distribution of $0.4125 per unit for the quarter ended June 30, 2016, or $1.65 per unit on an annualized basis and equal to the Minimum Quarterly Distribution as defined in the Partnership Agreement. The distribution is expected to be paid on August 12, 2016, to unitholders of record as of the close of business on August 3, 2016. At June 30, 2016, we had accrued contractual cash distributions of $2.4 million and $2.2 million of paid-in-kind Series A Units that will be issued in August 2016. At June 30, 2016, we accrued contractual cash distributions of $1.3 million and $0.9 million of paid-in-kind Series C Units that will be issued in August 2016.

For the six months ended June 30, 2016, the Partnership issued 586,882 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 $9.1 million. For the six months ended June 30, 2015, the Partnership issued 365,641 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 $7.6 million.

The fair value of the paid-in-kind Series A and 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 rates of 10.0% and 18.0%, respectively.

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, declared distributions on the Series B Units, 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 June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Net income (loss) from continuing operations
$
(3,591
)
 
$
(2,002
)
 
$
(7,555
)
 
$
(1,166
)
Less: Net income (loss) attributable to noncontrolling interests
992

 
32

 
979

 
46

Net income (loss) from continuing operations attributable to the Partnership
(4,583
)
 
(2,034
)
 
(8,534
)
 
(1,212
)
Less:
 
 
 
 
 
 
 
Distributions on Series A Units
4,602

 
4,196

 
9,073

 
7,607

Distributions on Series C Units
2,249

 
—

 
2,249

 
—

Declared distributions on Series B Units
—

 
413

 
—

 
833

General partner's distribution
173

 
1,452

 
2,201

 
2,899

General partner's share in undistributed loss
(322
)
 
(234
)
 
(659
)
 
(422
)
Net income (loss) from continuing operations available to Limited Partners
(11,285
)
 
(7,861
)
 
(21,398
)
 
(12,129
)
Net income (loss) from discontinued operations available to Limited Partners
—

 
(31
)
 
—

 
(26
)
Net income (loss) available to Limited Partners
$
(11,285
)
 
$
(7,892
)
 
$
(21,398
)
 
$
(12,155
)
 
 
 
 
 
 
 
 
Weighted average number of common units used in computation of Limited Partners’ net income (loss) per common unit (basic and diluted)
30,949

 
22,757

 
30,884

 
22,730

 
 
 
 
 
 
 
 
Limited Partners' net income (loss) per common unit (basic and diluted)
$
(0.36
)
 
$
(0.35
)
 
$
(0.69
)
 
$
(0.53
)
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 June 30, 2016 and December 31, 2015, there were 4,941,325 and 15,484 common unit, 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 contains 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 six months ended June 30, 2016:

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

 
$
13.15

Granted
 
1,177,509

 
1.05

Forfeited
 
(102,934
)
 
5.36

Vested
 
(179,326
)
 
11.75

Outstanding at end of period
 
1,465,008

 
$
4.14



The fair value of our phantom units, which are subject to equity classification, is based on the fair value of our common units at the grant date. Compensation costs related to these awards, including amortization applicable to prior awards, for the three months ended June 30, 2016 and 2015 were $1.0 million and $0.6 million, respectively, and for the six months ended June 30, 2016 and 2015, were $2.1 million and $2.2 million, respectively, which are classified as Equity compensation expense in our condensed consolidated statements of operations and in partners’ capital on our condensed consolidated balance sheets.

The total fair value of vested units at the time of vesting was $1.0 million and $2.3 million for the six months ended June 30, 2016 and 2015, respectively.

Equity compensation expense related to unvested awards not yet recognized at June 30, 2016 and 2015 was $5.0 million and $6.0 million, respectively, and the weighted average period over which this cost is expected to be recognized as of June 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 phantom units awards at the time of grant. These awards are accounted for as liability-based awards and equity-based compensation is to be accrued from the service-inception date through the estimated date of meeting both the performance and service conditions. Compensation costs related to these awards for the three and six months ended June 30, 2016 was $0.4 million and $0.6 million, respectively. Compensation costs related to unvested awards not yet recognized at June 30, 2016 was $0.9 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 “Option Grant”). The 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.

The following table summarizes our Option Grant awards, in units:

 
 
 Six months ended June 30, 2016
 
 
Units
 
Weighted-Average Exercise Price
Outstanding at beginning of period
 
200,000

 
$
7.50

Granted
 
—

 
—

Forfeited
 
—

 
—

Vested
 
—

 
—

Outstanding at end of period
 
200,000

 
$
7.50



Compensation costs related to these awards for the three and six months ended June 30, 2016 was immaterial. Compensation costs related to unvested awards not yet recognized at June 30, 2016 was $0.1 million.
Income Tax (Notes)
Income Tax
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 six months ended June 30, 2016 was $0.5 million and $0.9 million, respectively, resulting in an effective tax rate of 17.7% and 12.8%, respectively. For the three and six months ended June 30, 2015, income tax expense was $0.3 million and $0.5 million, respectively, resulting in an effective tax rate of 18.8% and 68.3%, respectively.

The effective tax rates for the three and six months ended June 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 operations, as well as terminal operations and we could, at times, be subject to environmental cleanup and enforcement actions. We attempt to manage this environmental risk through appropriate environmental policies and practices to minimize any impact our operations may have on the environment.

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, the FERC approved the stipulation and agreement (the "Midla Agreement") allowing Midla to retire the existing 1920s vintage pipeline and replace it with a new pipeline from Winnsboro, Louisiana to Natchez, Mississippi (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 the 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 early 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 and communicated to its employees a corporate relocation plan. 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 will be recognized ratably over the requisite service period and presented in Selling, general and administrative expenses. We have estimated the fair value of the initial charge to be approximately $3.6 million, of which $2.5 million has been recorded in Accrued expenses and other current liabilities as of June 30, 2016. We expect the plan to be complete by the fourth quarter of 2016.

As part of the corporate relocation plan we have executed a 16-year office sublease as of June 29, 2016 with an estimated operating lease commitment of approximately $15.9 million.
Related-Party Transactions
Related-Party Transactions
Related-Party Transactions

Employees of our General Partner are assigned to work for the Partnership or other affiliates of our General Partner. Where directly attributable, the costs of all compensation, benefits expenses and employer expenses for these employees are charged directly by our General Partner to American Midstream, LLC, which, in turn, charges the appropriate subsidiary or affiliate. Our General Partner does not record any profit or margin for the administrative and operational services charged to us. During the three and six months ended June 30, 2016, administrative payroll and operational services expenses of $8.9 million and $16.9 million, respectively, were charged to the Partnership by our General Partner. During the three and six months ended June 30, 2015, administrative payroll and operational services expenses of $6.9 million and $14.2 million, respectively, were charged to the Partnership by our General Partner.

For the three and six months ended June 30, 2016, our General Partner incurred approximately $0.1 million and $0.4 million, respectively, of business development expenses that were funded by the Partnership. For the three and six months ended June 30, 2015, our General Partner incurred approximately $0.5 million and $0.9 million of such costs. If the business development activities result in a project that will be pursued and funded by the Partnership, we will reimburse our General Partner for the related costs and record those costs in our consolidated statements of operations.

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 six months ended June 30, 2016, the Partnership recognized $0.2 million and $0.4 million, respectively, in management fee income, and recognized $0.4 million and $0.9 million, respectively, for the three and six months ended June 30, 2015 that was recorded as a reduction to Selling, general and administrative expenses. For the three and six months ended June 30, 2016, an affiliate of our General Partner also incurred approximately $0.3 million and $0.2 million, respectively, of costs associated with reimbursable costs incurred on behalf of these affiliates. For the three and six months ended June 30, 2015, an affiliate of our General Partner also incurred approximately $0.5 million and $0.9 million, respectively, of costs associated with reimbursable costs incurred on behalf of these affiliates.

As of June 30, 2016 and December 31, 2015, the Partnership had $2.4 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.
Reporting Segments
Reporting 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 six months ended June 30, 2016 and 2015 (in thousands):
 
 
Three months ended June 30, 2016
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
41,780

 
$
8,740

 
$
5,628

 
$
56,148

Gain (loss) on commodity derivatives, net
(764
)
 
(2
)
 
—

 
(766
)
Total revenue
41,016

 
8,738

 
5,628

 
55,382

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
20,964

 
1,138

 
—

 
22,102

Direct operating expenses
11,231

 
3,425

 
1,535

 
16,191

Selling, general and administrative expenses
 
 
 
 
 
 
11,432

Equity compensation expense
 
 
 
 
 
 
1,025

Depreciation, amortization and accretion expense
 
 
 
 
 
 
10,903

Total operating expenses
 
 
 
 
 
 
61,653

Gain (loss) on sale of assets, net
 
 
 
 
 
 
80

Interest expense
 
 
 
 
 
 
(8,507
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
11,647

Income tax (expense) benefit
 
 
 
 
 
 
(540
)
Net income (loss)
 
 
 
 
 
 
(3,591
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
992

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(4,583
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
20,605

 
$
7,593

 
$
4,093

 
$
32,291


(a)
Segment gross margin for our Gathering and Processing segment consists of total revenue plus unrealized losses on commodity derivatives of $0.5 million and loss on construction and operating management agreement ("COMA") of less than $0.1 million, less 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 June 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
50,439

 
$
12,423

 
$
4,336

 
$
67,198

Gain (loss) on commodity derivatives, net
311

 
—

 
—

 
311

Total revenue
50,750

 
12,423

 
4,336

 
67,509

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
30,272

 
3,062

 
—

 
33,334

Direct operating expenses
9,130

 
3,253

 
1,584

 
13,967

Selling, general and administrative expenses
 
 
 
 
 
 
5,571

Equity compensation expense
 
 
 
 
 
 
550

Depreciation, amortization and accretion expense
 
 
 
 
 
 
9,250

Total operating expenses
 
 
 
 
 
 
62,672

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(2,970
)
Interest expense
 
 
 
 
 
 
(3,556
)
Earnings in unconsolidated affiliate
 
 
 
 
 
 
4

Income tax (expense) benefit
 
 
 
 
 
 
(317
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(31
)
Net income (loss)
 
 
 
 
 
 
(2,033
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
32

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(2,065
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
20,219

 
$
9,333

 
$
2,752

 
$
32,304



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

(b)
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.

    
    

 
Six months ended June 30, 2016
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
72,928

 
$
18,967

 
$
10,376

 
$
102,271

Gain (loss) on commodity derivatives, net
(867
)
 
(2
)
 
—

 
(869
)
Total revenue
72,061

 
18,965

 
10,376

 
101,402

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
36,412

 
2,602

 
—

 
39,014

Direct operating expenses
21,234

 
6,266

 
3,212

 
30,712

Selling, general and administrative expenses
 
 
 
 
 
 
19,966

Equity compensation expense
 
 
 
 
 
 
2,109

Depreciation, amortization and accretion expense
 
 
 
 
 
 
20,997

Total operating expenses
 
 
 
 
 
 
112,798

Gain (loss) on sale of assets, net
 
 
 
 
 
 
90

Interest expense
 
 
 
 
 
 
(14,379
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
18,990

Income tax (expense) benefit
 
 
 
 
 
 
(860
)
Net income (loss)
 
 
 
 
 
 
(7,555
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
979

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(8,534
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
36,336

 
$
16,348

 
$
7,164

 
$
59,848


(a)
Segment gross margin for our Gathering and Processing segment consists of total revenue plus unrealized losses on commodity derivatives of $0.6 million and loss on COMA of $0.1 million, less purchases of natural gas, NGLs and condensate.

(b)
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.

 
Six months ended June 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
98,888

 
$
24,171

 
$
8,601

 
$
131,660

Gain (loss) on commodity derivatives, net
458

 
—

 
—

 
458

Total revenue
99,346

 
24,171

 
8,601

 
132,118

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
57,590

 
4,721

 
—

 
62,311

Direct operating expenses
18,223

 
6,432

 
3,179

 
27,834

Selling, general and administrative expenses
 
 
 
 
 
 
12,506

Equity compensation expense
 
 
 
 
 
 
2,248

Depreciation, amortization and accretion expense
 
 
 
 
 
 
18,939

Total operating expenses
 
 
 
 
 
 
123,838

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(2,978
)
Interest expense
 
 
 
 
 
 
(6,166
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
171

Income tax (expense) benefit
 
 
 
 
 
 
(473
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(26
)
Net income (loss)
 
 
 
 
 
 
(1,192
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
46

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(1,238
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
41,265

 
$
19,394

 
$
5,422

 
$
66,081


(a)
Segment gross margin for our Gathering and Processing segment consists of total revenue less (i) unrealized gains on commodity derivatives of $0.1 million, (ii) 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 $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:
 
June 30,
 
December 31,
 
2016
 
2015
Segment assets:
 
 
 
Gathering and Processing
$
586,782

 
$
572,824

Transmission
151,518

 
133,870

Terminals
94,790

 
84,449

Other (a)
317,878

 
100,153

Total assets
$
1,150,968

 
$
891,296


(a) Other assets not allocable to segments consist of investment in unconsolidated affiliates, corporate leasehold improvements and other assets.
Organization and Basis of Presentation (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 currently operate more than 3,000 miles of pipelines that gather and transport over 1 Bcf/d of natural gas and operate approximately 2.2 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 six months ended June 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”)
Consolidation Policy 
Consolidation Policy

The accompanying 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 the preparation of the accompanying condensed consolidated financial statements.
Equity Method Investments 
Investment in Unconsolidated Affiliates

We hold various non-operated membership interests in entities that own and operate natural gas pipeline systems, 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 is not the primary beneficiary, are accounted for using the equity method and are reported in Investment in unconsolidated affiliates in the accompanying 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.
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 estimated amounts.
Acquisitions and Divestitures (Tables)
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following tables summarize the fair value of consideration transferred by the Partnership for the acquisition and the preliminary allocation of that amount to the assets acquired and liabilities assumed based on their respective fair values as of the acquisition date (in thousands).
Fair value of consideration transferred:
 
Cash
$
3,073

Fair value of assets acquired, liabilities assumed:
 
Assets:
 
Property, plant and equipment:
 
Pipelines
$
16,952

Land
421

Total property, plant and equipment
17,373

Liabilities:
 
Asset retirement obligations
(14,300
)
 
 
Fair value of net assets acquired and liabilities assumed
$
3,073

Other Current Assets (Tables)
Other Current Assets
Other current assets consisted of the following (in thousands):
 
June 30,
 
December 31,
 
2016
 
2015
Prepaid insurance
$
3,073

 
$
3,948

Accrued distributions from unconsolidated affiliates
4,359

 
—

Other prepaid amounts
2,108

 
2,866

Other current assets
3,808

 
3,280

 
$
13,348

 
$
10,094

Derivatives (Tables)
Fair value associated with commodity derivative instruments 
As of June 30, 2016 and December 31, 2015, the value associated with our commodity derivatives, interest rate swaps, and weather derivative were recorded in our condensed consolidated balance sheets as follows (in thousands):
 
 
Gross Risk Management Assets
 
Gross Risk Management (Liabilities)
 
Net Risk Management Assets (Liabilities)
Balance Sheet Classification
 
June 30,
2016
 
December 31, 2015
 
June 30,
2016
 
December 31, 2015
 
June 30,
2016
 
December 31, 2015
Current
 
$
944

 
$
365

 
$
—

 
$
—

 
$
944

 
$
365

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
944

 
$
365

 
$
—

 
$
—

 
$
944

 
$
365

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
(832
)
 
$
—

 
$
(832
)
 
$
—

Noncurrent
 
—

 
—

 
(2,556
)
 
—

 
(2,556
)
 
—

Total liabilities
 
$
—

 
$
—

 
$
(3,388
)
 
$
—

 
$
(3,388
)
 
$
—

Realized and unrealized gains (losses) with commodity and interst rate derivative instruments 
For the three and six months ended June 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 condensed consolidated statements of operations as follows (in thousands):
 
Three months ended June 30,
 
Six months ended June 30,
 
Gain (loss) on Derivatives
 
Gain (loss) on derivatives
Statement of Operations Classification
Realized
 
Unrealized
 
Realized
 
Unrealized
2016
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
(244
)
 
$
(522
)
 
$
(244
)
 
$
(625
)
Interest expense
—

 
(2,033
)
 
—

 
(2,763
)
Direct operating expenses
(232
)
 
—

 
(450
)
 
—

Total
$
(476
)
 
$
(2,555
)
 
$
(694
)
 
$
(3,388
)
2015
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
252

 
$
59

 
$
391

 
$
67

Interest expense
(101
)
 
98

 
(203
)
 
146

Direct operating expenses
(234
)
 
—

 
(475
)
 
—

Total
$
(83
)
 
$
157

 
$
(287
)
 
$
213

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 condensed consolidated balance sheets, that were measured at fair value on a recurring basis as of June 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:
 
 
 
 
 
 
 
 
 
June 30, 2016
$
(625
)
 
$
—

 
$
(625
)
 
$
—

 
$
(625
)
December 31, 2015
—

 
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
Interest rate swaps:
 
 
 
 
 
 
 
 
 
June 30, 2016
$
(2,763
)
 
$
—

 
$
(2,763
)
 
$
—

 
$
(2,763
)
December 31, 2015
—

 
—

 
—

 
—

 
—

Property, Plant and Equipment (Tables)
Property, plant and equipment, net
Property, plant and equipment, net, as of June 30, 2016 and December 31, 2015 were as follows (in thousands):
 
Useful Life
(in years)
 
June 30,
2016
 
December 31,
2015
Land
N/A
 
$
5,703

 
$
5,282

Construction in progress
N/A
 
61,203

 
46,045

Buildings and improvements
4 to 40
 
9,959

 
9,864

Processing and treating plants
8 to 40
 
102,003

 
97,784

Pipelines and compressors
3 to 40
 
573,084

 
554,400

Storage
20 to 40
 
58,226

 
58,394

Equipment
5 to 20
 
37,065

 
22,207

Total property, plant and equipment
 
 
847,243

 
793,976

Accumulated depreciation
 
 
(164,134
)
 
(145,963
)
Property, plant and equipment, net
 
 
$
683,109

 
$
648,013

Goodwill and Intangible Assets, Net (Tables)
Schedule of Finite-Lived Intangible Assets
Intangible assets, net, consist of the following (in thousands):
 
June 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
$
(4,410
)
 
$
(3,124
)
    Dedicated acreage
(3,550
)
 
(2,661
)
 
$
(7,960
)
 
$
(5,785
)
Net carrying amount:
 
 
 
    Customer relationships
$
48,990

 
$
50,276

    Dedicated acreage
49,800

 
50,689

 
$
98,790

 
$
100,965

Investment in unconsolidated affiliates (Tables)
Investments in and Advances to Affiliates 
The following table presents the activity in the Partnership's equity investments for the six months ended June 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
2,027

 
869

 
14,264

 
1,830

 
18,990

 
Contributions
—

 
—

 
—

 
12,459

 
12,459

 
Distributions
(6,631
)
 
(1,092
)
 
(28,359
)
 
(3,995
)
 
(40,077
)
Balances at June 30, 2016
$
118,226

 
$
56,458

 
$
52,303

 
$
68,585

 
$
295,572

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:
June 30, 2016
 
December 31, 2015
Current assets
$
170,283

 
$
2,086

Non-current assets
1,470,286

 
288,617

Current liabilities
182,895

 
366

Non-current liabilities
475,602

 
23,617


 
Three months ended June 30,
 
Six months ended June 30,
Income Statements:
2016
 
2015
 
2016
 
2015
Total revenue
$
87,054

 
$
1,974

 
$
151,997

 
$
4,410

Operating expense
6,649

 
768

 
7,541

 
1,738

Net income
65,613

 
(2
)
 
120,777

 
241

Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Liabilities
Accrued expenses and other current liabilities were as follows (in thousands):
 
 
June 30,
 
December 31,
 
 
2016
 
2015
Current portion of asset retirement obligation (a)
 
$
6,826

 
$
6,822

Accrued capital expenditures
 
8,299

 
3,984

Accrued expenses
 
11,788

 
3,178

Due to related parties
 
2,424

 
3,894

Other
 
7,740

 
7,157

 
 
$
37,077

 
$
25,035


(a)
Associated with certain Gathering and Processing assets.
Asset Retirement Obligations (Tables)
Schedule of Change in Asset Retirement Obligation
The following table is a reconciliation of the asset retirement obligations for the six months ended June 30, 2016 (in thousands):
 
 
Beginning asset retirement obligation
$
35,371

Liabilities assumed
14,300

Expenditures
(11
)
Accretion expense
596

Total ending asset retirement obligation
$
50,256

Less: current portion
6,826

Long-term asset retirement obligation
$
43,430


Debt Obligations (Tables)
Outstanding borrowings under the credit facility
Our outstanding borrowings under the credit facility were (in thousands):
 
June 30,
2016
 
December 31,
2015
Revolving credit facility
$
672,400

 
$
525,100

Other debt
731

 
2,338

Total debt
673,131

 
527,438

Less: current portion
731

 
2,338

Long-term debt
$
672,400

 
$
525,100

Partners' Capital (Tables)
Numbers of units outstanding 
Distributions

We made cash distributions as follows (in thousands):
 
Three months ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Limited Partner common units
$
12,745

 
$
10,753

 
$
27,763

 
$
21,466

General Partner units
173

 
159

 
395

 
317

General Partners' incentive distribution rights
—

 
1,293

 
1,806

 
2,581

 
$
12,918

 
$
12,205

 
$
29,964

 
$
24,364

The number of units outstanding as of June 30, 2016 and December 31, 2015, respectively, were as follows (in thousands):
 
June 30,
2016
 
December 31,
2015
Series A convertible preferred units
9,797

 
9,210

Series B convertible units
—

 
1,350

Series C convertible preferred units
8,571

 
—

Limited Partner common units
31,146

 
30,427

General Partner units
664

 
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 June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Net income (loss) from continuing operations
$
(3,591
)
 
$
(2,002
)
 
$
(7,555
)
 
$
(1,166
)
Less: Net income (loss) attributable to noncontrolling interests
992

 
32

 
979

 
46

Net income (loss) from continuing operations attributable to the Partnership
(4,583
)
 
(2,034
)
 
(8,534
)
 
(1,212
)
Less:
 
 
 
 
 
 
 
Distributions on Series A Units
4,602

 
4,196

 
9,073

 
7,607

Distributions on Series C Units
2,249

 
—

 
2,249

 
—

Declared distributions on Series B Units
—

 
413

 
—

 
833

General partner's distribution
173

 
1,452

 
2,201

 
2,899

General partner's share in undistributed loss
(322
)
 
(234
)
 
(659
)
 
(422
)
Net income (loss) from continuing operations available to Limited Partners
(11,285
)
 
(7,861
)
 
(21,398
)
 
(12,129
)
Net income (loss) from discontinued operations available to Limited Partners
—

 
(31
)
 
—

 
(26
)
Net income (loss) available to Limited Partners
$
(11,285
)
 
$
(7,892
)
 
$
(21,398
)
 
$
(12,155
)
 
 
 
 
 
 
 
 
Weighted average number of common units used in computation of Limited Partners’ net income (loss) per common unit (basic and diluted)
30,949

 
22,757

 
30,884

 
22,730

 
 
 
 
 
 
 
 
Limited Partners' net income (loss) per common unit (basic and diluted)
$
(0.36
)
 
$
(0.35
)
 
$
(0.69
)
 
$
(0.53
)
Long-Term Incentive Plan (Tables)
Table summarizes our unit-based awards 
The following table summarizes activity in our phantom unit-based awards for the six months ended June 30, 2016:

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

 
$
13.15

Granted
 
1,177,509

 
1.05

Forfeited
 
(102,934
)
 
5.36

Vested
 
(179,326
)
 
11.75

Outstanding at end of period
 
1,465,008

 
$
4.14

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:

 
 
 Six months ended June 30, 2016
 
 
Units
 
Weighted-Average Exercise Price
Outstanding at beginning of period
 
200,000

 
$
7.50

Granted
 
—

 
—

Forfeited
 
—

 
—

Vested
 
—

 
—

Outstanding at end of period
 
200,000

 
$
7.50

Reporting Segments (Tables)
Segment information
The following tables set forth our segment information for the three and six months ended June 30, 2016 and 2015 (in thousands):
 
 
Three months ended June 30, 2016
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
41,780

 
$
8,740

 
$
5,628

 
$
56,148

Gain (loss) on commodity derivatives, net
(764
)
 
(2
)
 
—

 
(766
)
Total revenue
41,016

 
8,738

 
5,628

 
55,382

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
20,964

 
1,138

 
—

 
22,102

Direct operating expenses
11,231

 
3,425

 
1,535

 
16,191

Selling, general and administrative expenses
 
 
 
 
 
 
11,432

Equity compensation expense
 
 
 
 
 
 
1,025

Depreciation, amortization and accretion expense
 
 
 
 
 
 
10,903

Total operating expenses
 
 
 
 
 
 
61,653

Gain (loss) on sale of assets, net
 
 
 
 
 
 
80

Interest expense
 
 
 
 
 
 
(8,507
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
11,647

Income tax (expense) benefit
 
 
 
 
 
 
(540
)
Net income (loss)
 
 
 
 
 
 
(3,591
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
992

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(4,583
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
20,605

 
$
7,593

 
$
4,093

 
$
32,291


(a)
Segment gross margin for our Gathering and Processing segment consists of total revenue plus unrealized losses on commodity derivatives of $0.5 million and loss on construction and operating management agreement ("COMA") of less than $0.1 million, less 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 June 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
50,439

 
$
12,423

 
$
4,336

 
$
67,198

Gain (loss) on commodity derivatives, net
311

 
—

 
—

 
311

Total revenue
50,750

 
12,423

 
4,336

 
67,509

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
30,272

 
3,062

 
—

 
33,334

Direct operating expenses
9,130

 
3,253

 
1,584

 
13,967

Selling, general and administrative expenses
 
 
 
 
 
 
5,571

Equity compensation expense
 
 
 
 
 
 
550

Depreciation, amortization and accretion expense
 
 
 
 
 
 
9,250

Total operating expenses
 
 
 
 
 
 
62,672

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(2,970
)
Interest expense
 
 
 
 
 
 
(3,556
)
Earnings in unconsolidated affiliate
 
 
 
 
 
 
4

Income tax (expense) benefit
 
 
 
 
 
 
(317
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(31
)
Net income (loss)
 
 
 
 
 
 
(2,033
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
32

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(2,065
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
20,219

 
$
9,333

 
$
2,752

 
$
32,304



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

(b)
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.

    
    

 
Six months ended June 30, 2016
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
72,928

 
$
18,967

 
$
10,376

 
$
102,271

Gain (loss) on commodity derivatives, net
(867
)
 
(2
)
 
—

 
(869
)
Total revenue
72,061

 
18,965

 
10,376

 
101,402

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
36,412

 
2,602

 
—

 
39,014

Direct operating expenses
21,234

 
6,266

 
3,212

 
30,712

Selling, general and administrative expenses
 
 
 
 
 
 
19,966

Equity compensation expense
 
 
 
 
 
 
2,109

Depreciation, amortization and accretion expense
 
 
 
 
 
 
20,997

Total operating expenses
 
 
 
 
 
 
112,798

Gain (loss) on sale of assets, net
 
 
 
 
 
 
90

Interest expense
 
 
 
 
 
 
(14,379
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
18,990

Income tax (expense) benefit
 
 
 
 
 
 
(860
)
Net income (loss)
 
 
 
 
 
 
(7,555
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
979

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(8,534
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
36,336

 
$
16,348

 
$
7,164

 
$
59,848


(a)
Segment gross margin for our Gathering and Processing segment consists of total revenue plus unrealized losses on commodity derivatives of $0.6 million and loss on COMA of $0.1 million, less purchases of natural gas, NGLs and condensate.

(b)
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.

 
Six months ended June 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
98,888

 
$
24,171

 
$
8,601

 
$
131,660

Gain (loss) on commodity derivatives, net
458

 
—

 
—

 
458

Total revenue
99,346

 
24,171

 
8,601

 
132,118

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
57,590

 
4,721

 
—

 
62,311

Direct operating expenses
18,223

 
6,432

 
3,179

 
27,834

Selling, general and administrative expenses
 
 
 
 
 
 
12,506

Equity compensation expense
 
 
 
 
 
 
2,248

Depreciation, amortization and accretion expense
 
 
 
 
 
 
18,939

Total operating expenses
 
 
 
 
 
 
123,838

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(2,978
)
Interest expense
 
 
 
 
 
 
(6,166
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
171

Income tax (expense) benefit
 
 
 
 
 
 
(473
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(26
)
Net income (loss)
 
 
 
 
 
 
(1,192
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
46

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(1,238
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
41,265

 
$
19,394

 
$
5,422

 
$
66,081


(a)
Segment gross margin for our Gathering and Processing segment consists of total revenue less (i) unrealized gains on commodity derivatives of $0.1 million, (ii) 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 $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:
 
June 30,
 
December 31,
 
2016
 
2015
Segment assets:
 
 
 
Gathering and Processing
$
586,782

 
$
572,824

Transmission
151,518

 
133,870

Terminals
94,790

 
84,449

Other (a)
317,878

 
100,153

Total assets
$
1,150,968

 
$
891,296


(a) Other assets not allocable to segments consist of investment in unconsolidated affiliates, corporate leasehold improvements and other assets.
Organization and Basis of Presentation (Details)
6 Months Ended
Jun. 30, 2016
mi
bbl
pipeline
gathering_system
facility
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
General Partners' Capital Account, Percentage
95.00% 
Limited Partners' Capital Account, Percentage
5.00% 
Number of Gathering Systems
13 
Number of Processing Facilities
5 
Number of Fractionation Facilities
3 
Number of Marine Terminal Sites
3 
Number of Interstate Pipelines
3 
Number of Intrastate Pipelines
5 
Number of Oil Pipelines
1 
Length Of Pipeline
3,000 
Million barrels of storage capacity
2,200,000 
Acquisitions and Divestitures Eloi Bay Divestiture (Details) (USD $)
0 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Jun. 1, 2015
Eloi Bay [Member]
Jun. 1, 2015
Eloi Bay [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
Property, Plant and Equipment, Net
$ 683,109,000 
$ 648,013,000 
 
$ 3,000,000 
Gain (Loss) on Disposition of Property Plant Equipment
 
 
$ 3,000,000 
 
Acquisitions and Divestitures Delta House Acquisition (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended
Apr. 25, 2016
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Apr. 25, 2016
D-Day Offshore Holdings [Member]
Sep. 18, 2015
Pinto Offshore Holdings LLC [Member]
Sep. 18, 2015
Delta House FPS LLC [Member]
Apr. 25, 2016
Delta House [Member]
Jun. 30, 2016
Delta House [Member]
Jun. 30, 2016
Delta House, D-Day [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Class A Units of Delta House Oil and Gas Lateral LLC
53.5 
 
 
 
 
 
 
 
 
 
 
Initial investment
 
 
 
$ 221,899 
 
 
 
 
$ 9,900 
$ 9,873 
 
Earnings in unconsolidated affiliates
 
11,647 
4 
18,990 
171 
 
 
 
 
14,264 
400 
Distributions from unconsolidated affiliates
 
 
 
18,990 
171 
 
 
 
 
1,100 
 
Equity Method Investment, Ownership Percentage
 
 
 
 
 
100.00% 
26.30% 
49.00% 
 
13.90% 
 
Class A Units of Delta House FPS LLC
912.4 
 
 
 
 
 
 
 
 
 
 
Payments to Acquire Equity Method Investments
 
 
 
$ 11,444 
$ 626 
 
 
 
 
 
 
Acquisitions and Divestitures Emerald Transaction (Details) (USD $)
0 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 0 Months Ended 6 Months Ended
Apr. 27, 2016
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
mi
Jun. 30, 2015
Apr. 27, 2016
lateral
platform
Apr. 25, 2016
Apr. 27, 2016
Okeanos [Member]
mi
Jun. 30, 2016
Okeanos [Member]
Apr. 27, 2016
Emerald Transaction [Member]
Apr. 25, 2016
Emerald Transaction [Member]
Jun. 30, 2016
Emerald Transaction [Member]
Apr. 25, 2016
Destin [Member]
billion_cubic_feet_per_day
mi
Jun. 30, 2016
Destin [Member]
Apr. 25, 2016
Tri-State [Member]
mi
Jun. 30, 2016
Tri-State [Member]
Apr. 25, 2016
Wilprise [Member]
mi
Jun. 30, 2016
Wilprise [Member]
Apr. 15, 2016
American Panther [Member]
mi
Jun. 30, 2016
General Partner [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial investment
 
 
 
$ 221,899,000 
 
 
 
 
 
 
 
$ 212,000,000 
 
$ 122,830,000 
 
$ 56,681,000 
 
 
 
 
Equity Method Investment, Ownership Percentage
 
 
 
 
 
 
 
 
66.70% 
 
 
 
 
49.70% 
 
16.70% 
 
25.30% 
 
 
Payments to Acquire Equity Method Investments
 
 
 
11,444,000 
626,000 
 
 
 
 
27,400,000 
183,600,000 
 
 
 
 
 
 
 
 
 
Length Of Pipeline
 
 
 
3,000 
 
 
 
100 
 
 
 
 
260 
 
160 
 
30 
 
200 
 
Volume of Natural Gas, Operating Amount
 
 
 
1.0 
 
 
 
1.0 
 
 
 
 
1.2 
 
 
 
 
 
 
 
Preferred Units, Contributed Capital
 
 
 
 
 
 
8,571,429 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings in unconsolidated affiliates
 
11,647,000 
4,000 
18,990,000 
171,000 
 
 
 
 
 
 
4,200,000 
 
2,027,000 
 
869,000 
 
 
 
 
Distributions from unconsolidated affiliates
 
 
 
18,990,000 
171,000 
 
 
 
 
 
 
5,400,000 
 
 
 
 
 
 
 
 
Number of Platforms
 
 
 
 
 
2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of laterals
 
 
 
 
 
1 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners Capital Account Contributions, Emerald
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000 
Total Consideration for Issuance of Preferred Units
 
120,000,000 
0 
120,000,000 
0 
 
120,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings to acquire equity method investments
$ 91,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Length Of Offshore Pipeline
 
 
 
 
 
 
 
 
 
 
 
 
120 
 
 
 
 
 
 
 
Length Of Onshore Pipeline
 
 
 
 
 
 
 
 
 
 
 
 
135 
 
 
 
 
 
 
 
Acquisitions and Divestitures American Panther Acquisition (Details) (USD $)
3 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Apr. 15, 2016
American Panther [Member]
Jun. 30, 2016
American Panther [Member]
Apr. 15, 2016
American Panther [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
 
 
60.00% 
 
Revenues
$ 55,382,000 
$ 67,509,000 
$ 101,402,000 
$ 132,118,000 
 
$ 4,300,000 
 
Operating Income (Loss)
(6,191,000)
1,867,000 
(11,306,000)
5,302,000 
 
2,600,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Pipelines
 
 
 
 
 
 
16,952,000 
Payments to Acquire Businesses, Gross
 
 
 
 
3,073,000 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land
 
 
 
 
 
 
421,000 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment
 
 
 
 
 
 
17,373,000 
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, ARO
 
 
 
 
(14,300,000)
 
 
Business Acquisition, Transaction Costs
 
 
 
 
 
$ 200,000 
 
Concentration of Credit Risk and Trade Accounts Receivable (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2016
Risks and Uncertainties [Abstract]
 
 
Concentration Risk, Percentage
10.00% 
11.00% 
Other Current Assets (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
 
 
Prepaid insurance
$ 3,073 
$ 3,948 
Accrued distributions from unconsolidated affiliates
4,359 
0 
Other prepaid amounts
2,108 
2,866 
Other current assets
3,808 
3,280 
Other Assets, Current
$ 13,348 
$ 10,094 
Derivatives (Fair Value of Commodity Derivatives) (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Derivative [Line Items]
 
 
Gross Risk Management Assets
$ 944 
$ 365 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
944 
365 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(3,388)
0 
Net Risk Management Assets (Liabilities)
(3,388)
0 
Risk Management Assets [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
944 
365 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
944 
365 
Risk Management Assets - Long Term [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
0 
0 
Risk Management Liabilities [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(832)
0 
Net Risk Management Assets (Liabilities)
(832)
0 
Risk Management Liabilities - Long Term [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(2,556)
0 
Net Risk Management Assets (Liabilities)
$ (2,556)
$ 0 
Derivatives (Realized and Unrealized Gains (Losses)) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Derivatives, Fair Value [Line Items]
 
 
 
 
Derivative, Gain (Loss) on Derivative, Net
$ (766)
$ 311 
$ (869)
$ 458 
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Derivative, Gain (Loss) on Derivative, Net
(476)
(83)
(694)
(287)
Gain on commodity derivatives, net
(2,555)
157 
(3,388)
213 
Gain (Loss) on Derivative Instruments [Member] |
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Derivative, Gain (Loss) on Derivative, Net
(244)
252 
(244)
391 
Gain on commodity derivatives, net
(522)
59 
(625)
67 
Interest Expense [Member] |
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Derivative, Gain (Loss) on Derivative, Net
0 
(101)
0 
(203)
Gain on commodity derivatives, net
(2,033)
98 
(2,763)
146 
Other Income [Member] |
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Derivative, Gain (Loss) on Derivative, Net
(232)
(234)
(450)
(475)
Gain on commodity derivatives, net
$ 0 
$ 0 
$ 0 
$ 0 
Derivatives (Details Textual) (USD $)
6 Months Ended
Jun. 30, 2016
gal
Jun. 30, 2015
Derivative [Line Items]
 
 
Aggregate notional volume of our commodity derivative
5,600,000 
 
Amortization of weather derivative premium
$ 451,000 
$ 475,000 
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Notional amount of interest rate swap
300,000,000 
 
Weather Contract [Member]
 
 
Derivative [Line Items]
 
 
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 
 
Amortization of weather derivative premium
900,000 
 
Wells Fargo Swap 1 [Member] |
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Notional amount of interest rate swap
200,000,000 
 
Wells Fargo Swap 2 [Member] |
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Notional amount of interest rate swap
$ 100,000,000 
 
Fair Value Measurement (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Commodity Contract [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
$ (625)
$ 0 
Interest Rate Swap [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
(2,763)
0 
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net:
(625)
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:
(625)
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:
(2,763)
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:
(2,763)
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 
Property, Plant and Equipment (Details) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Property, Plant and Equipment [Line Items]
 
 
 
 
 
Interest Costs Capitalized
$ 500,000 
$ 500,000 
$ 1,000,000 
$ 700,000 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Accumulated depreciation
(164,134,000)
 
(164,134,000)
 
(145,963,000)
Property, plant and equipment, net
683,109,000 
 
683,109,000 
 
648,013,000 
Land [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment gross
5,703,000 
 
5,703,000 
 
5,282,000 
Construction in progress [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment gross
61,203,000 
 
61,203,000 
 
46,045,000 
Buildings and improvements [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment gross
9,959,000 
 
9,959,000 
 
9,864,000 
Processing and treating plants [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment gross
102,003,000 
 
102,003,000 
 
97,784,000 
Pipelines [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment gross
573,084,000 
 
573,084,000 
 
554,400,000 
Tanks, truck rack and piping [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment gross
58,226,000 
 
58,226,000 
 
58,394,000 
Equipment [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment gross
37,065,000 
 
37,065,000 
 
22,207,000 
Property, Plant And Equipment [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment gross
$ 847,243,000 
 
$ 847,243,000 
 
$ 793,976,000 
Maximum [Member] |
Buildings and improvements [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment in useful life
 
 
40 years 
 
 
Maximum [Member] |
Processing and treating plants [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment in useful life
 
 
40 years 
 
 
Maximum [Member] |
Pipelines [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment in useful life
 
 
40 years 
 
 
Maximum [Member] |
Tanks, truck rack and piping [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment in useful life
 
 
40 years 
 
 
Maximum [Member] |
Equipment [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment in useful life
 
 
20 years 
 
 
Minimum [Member] |
Buildings and improvements [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment in useful life
 
 
4 years 
 
 
Minimum [Member] |
Processing and treating plants [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment in useful life
 
 
8 years 
 
 
Minimum [Member] |
Pipelines [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment in useful life
 
 
3 years 
 
 
Minimum [Member] |
Tanks, truck rack and piping [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment in useful life
 
 
20 years 
 
 
Minimum [Member] |
Equipment [Member]
 
 
 
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
Property plant and equipment in useful life
 
 
5 years 
 
 
Property, Plant and Equipment (Details Textual) (USD $)
0 Months Ended 3 Months Ended 6 Months Ended
Feb. 12, 2016
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Feb. 12, 2016
Jun. 30, 2016
AlaTenn system [Member]
Dec. 31, 2015
AlaTenn system [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
 
 
Property plant and equipment gross
 
 
 
 
 
 
$ 132,000,000 
$ 111,900,000 
Interest Costs Capitalized
 
500,000 
500,000 
1,000,000 
700,000 
 
 
 
Depreciation
 
9,400,000 
7,600,000 
18,200,000 
15,500,000 
 
 
 
EscrowedUnitsReturnedtoPartnership
 
 
 
 
 
1,034,483 
 
 
Payments for Previous Acquisition
$ 700,000 
 
 
 
 
 
 
 
Goodwill and Intangible Assets, Net (Details) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Segment Reporting Information [Line Items]
 
 
 
 
 
Goodwill
$ 16,262,000 
 
$ 16,262,000 
 
$ 16,262,000 
Amortization of Intangible Assets
$ 1,100,000 
$ 1,500,000 
$ 2,200,000 
$ 3,100,000 
 
Minimum [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
10 years 0 months 0 days 
 
 
Maximum [Member]
 
 
 
 
 
Segment Reporting Information [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
Jun. 30, 2016
Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount:
$ 106,750 
$ 106,750 
Accumulated amortization:
(7,960)
(5,785)
Net carrying amount:
98,790 
100,965 
Customer Relationships [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount:
53,400 
53,400 
Accumulated amortization:
(4,410)
(3,124)
Net carrying amount:
48,990 
50,276 
Dedicated Acreage [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount:
53,350 
53,350 
Accumulated amortization:
(3,550)
(2,661)
Net carrying amount:
$ 49,800 
$ 50,689 
Investment in unconsolidated affiliates Partnership's Equity Investments (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Destin [Member]
Jun. 30, 2016
Tri-State [Member]
Apr. 25, 2016
Delta House [Member]
Jun. 30, 2016
Delta House [Member]
Jun. 30, 2016
Wilprise [Member]
Jun. 30, 2016
Okeanos [Member]
Jun. 30, 2016
MPOG [Member]
Jun. 30, 2016
Mesquite [Member]
Jun. 30, 2016
Other Equity Method Investments [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Method Investment, Ownership Percentage
 
 
 
 
49.70% 
16.70% 
 
13.90% 
25.30% 
66.70% 
66.70% 
47.30% 
 
Investments in and Advances to Affiliates, at Fair Value [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances
 
 
$ 82,301 
 
$ 0 
$ 0 
 
$ 56,525 
 
 
 
 
$ 25,776 
Initial investment
 
 
221,899 
 
122,830 
56,681 
9,900 
9,873 
 
 
 
 
32,515 
Earnings in unconsolidated affiliates
11,647 
4 
18,990 
171 
2,027 
869 
 
14,264 
 
 
 
 
1,830 
Contributions
 
 
12,459 
 
0 
0 
 
0 
 
 
 
 
12,459 
Distributions
 
 
(40,077)
 
(6,631)
(1,092)
 
(28,359)
 
 
 
 
(3,995)
Balances
$ 295,572 
 
$ 295,572 
 
$ 118,226 
$ 56,458 
 
$ 52,303 
 
 
 
 
$ 68,585 
Investment in unconsolidated affiliates Financial Information for the Partnership's Equity Investments (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]
 
 
 
 
 
Current assets
$ 170,283 
 
$ 170,283 
 
$ 2,086 
Non-current assets
1,470,286 
 
1,470,286 
 
288,617 
Current liabilities
182,895 
 
182,895 
 
366 
Non-current liabilities
475,602 
 
475,602 
 
23,617 
Total revenue
87,054 
1,974 
151,997 
4,410 
 
Operating expense
6,649 
768 
7,541 
1,738 
 
Net income
$ 65,613 
$ (2)
$ 120,777 
$ 241 
 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Other Liabilities Disclosure [Abstract]
 
 
Current portion of ARO
$ 6,826 
$ 6,822 
Accrued capital expenditures
8,299 
3,984 
Accrued expenses
11,788 
3,178 
Due to related parties
2,424 
3,894 
Other
7,740 
7,157 
Accrued expenses and other current liabilities
$ 37,077 
$ 25,035 
Asset Retirement Obligations (Details) (USD $)
6 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
 
 
Beginning asset retirement obligation
$ 35,371,000 
 
Liabilities assumed
14,300,000 
 
Expenditures
(11,000)
 
Accretion expense
596,000 
 
Total ending asset retirement obligation
50,256,000 
 
Less: current portion
6,826,000 
6,822,000 
Long-term asset retirement obligation
43,430,000 
28,549,000 
Restricted Cash and Cash Equivalents
 
$ 5,000,000 
Debt Obligations (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2016
Dec. 31, 2015
Debt Disclosure [Abstract]
 
 
Ratio of Indebtedness to Net Capital
4.15 
 
Revolving credit facility
$ 672,400 
$ 525,100 
Other debt
731 
2,338 
Total debt
673,131 
527,438 
Less: current portion
731 
2,338 
Long-term debt
$ 672,400 
$ 525,100 
Debt Instrument, Interest Coverage Ratio
8.86 
 
Debt Obligations (Details Textual) (USD $)
6 Months Ended
Jun. 30, 2016
Dec. 31, 2015
Jun. 30, 2015
Long-Term Debt (Textual) [Abstract]
 
 
 
Line of Credit Facility, Current Borrowing Capacity
$ 750,000,000 
 
 
Line of Credit Facility, Amount Outstanding Limit
900,000,000 
 
 
Letters of Credit Outstanding, Amount
5,400,000 
 
 
Revolving credit facility
672,400,000 
525,100,000 
 
Ratio of Indebtedness to Net Capital
4.15 
 
 
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage
0.50% 
 
 
Debt Instrument, Interest Coverage Ratio
8.86 
 
 
Debt, Weighted Average Interest Rate
4.35% 
 
3.15% 
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 
 
 
Ratio of indebtedness to net capital, after permitted acquisition
5.25 
 
 
Minimum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Interest Coverage Ratio
2.50 
 
 
Base Rate [Member] |
Maximum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
3.25% 
 
 
Base Rate [Member] |
Minimum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
2.00% 
 
 
Federal Funds [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
0.50% 
 
 
Eurodollar [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
1.00% 
 
 
Eurodollar [Member] |
Maximum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
2.25% 
 
 
Eurodollar [Member] |
Minimum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
1.00% 
 
 
Insurance Premium Financing [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
3.95% 
 
 
Partners' Capital (Details) (USD $)
3 Months Ended 6 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Apr. 25, 2016
Dec. 31, 2015
Jun. 30, 2016
Partnership Interest [Member]
Dec. 31, 2015
Partnership Interest [Member]
Jun. 30, 2016
Series C [Member]
Jun. 30, 2016
Series A [Member]
Jun. 30, 2016
Series B [Member]
Jun. 30, 2015
Series B [Member]
Jun. 30, 2016
Series B [Member]
Jun. 30, 2015
Series B [Member]
Jun. 30, 2016
Series A Preferred Stock [Member]
Jun. 30, 2015
Series A Preferred Stock [Member]
Aug. 5, 2016
Series A Preferred Stock [Member]
Dec. 31, 2015
Series A Preferred Stock [Member]
Jun. 30, 2016
Limited Partner Series B Convertible Units [Member]
Dec. 31, 2015
Limited Partner Series B Convertible Units [Member]
Jun. 30, 2016
Limited Partner Series B Convertible Units [Member]
Series B [Member]
Dec. 31, 2015
Limited Partner Series B Convertible Units [Member]
Series B [Member]
Jun. 30, 2016
Series C Preferred Stock [Member]
Jun. 30, 2015
Series C Preferred Stock [Member]
Dec. 31, 2015
Series C Preferred Stock [Member]
Jun. 30, 2016
Limited Partner Common Units [Member]
Dec. 31, 2015
Limited Partner Common Units [Member]
Jun. 30, 2016
Limited Partner Common Units [Member]
Partnership Interest [Member]
Dec. 31, 2015
Limited Partner Common Units [Member]
Partnership Interest [Member]
Jun. 30, 2016
Limited Partner [Member]
Jun. 30, 2015
Limited Partner [Member]
Jun. 30, 2016
Limited Partner [Member]
Jun. 30, 2015
Limited Partner [Member]
Jun. 30, 2016
General Partner [Member]
Jun. 30, 2015
General Partner [Member]
Jun. 30, 2016
General Partner [Member]
Jun. 30, 2015
General Partner [Member]
Jun. 30, 2016
General Partner, Incentive Distribution Rights [Member]
Jun. 30, 2015
General Partner, Incentive Distribution Rights [Member]
Jun. 30, 2016
General Partner, Incentive Distribution Rights [Member]
Jun. 30, 2015
General Partner, Incentive Distribution Rights [Member]
Jun. 30, 2016
Series C [Member]
Jun. 30, 2016
General Partner [Member]
Jun. 30, 2015
General Partner [Member]
Fair Value of Warrant Unit
 
 
 
 
$ 4.41 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Inputs, Discount Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.00% 
 
 
 
 
 
 
 
18.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Assumptions, Expected Volatility Rate
 
 
42.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants
 
 
$ 4,481,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General Partners' Capital Account, Period Distribution Amount
 
 
1,800,000 
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Units, Sold in Public Offering
 
 
248,561 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Limited Partner, Cash Distributions Paid
 
 
 
 
 
 
 
 
1,300,000 
2,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accrued and paid-in-kind unitholder distribution for Units
 
 
 
 
 
 
 
 
900,000 
2,200,000 
 
 
 
 
9,100,000 
7,600,000 
 
 
 
 
 
 
2,249,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unitholder distributions
(12,918,000)
(12,205,000)
(29,964,000)
(24,364,000)
 
 
 
 
 
 
0 
(413,000)
0 
(833,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(12,745,000)
(10,753,000)
(27,763,000)
(21,466,000)
(173,000)
(159,000)
(395,000)
(317,000)
0 
(1,293,000)
(1,806,000)
(2,581,000)
 
(2,351,000)
(3,004,000)
Units Issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
1,350,000 
 
 
 
 
 
31,146,000 
30,427,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible preferred, units, outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9,797,000 
 
9,797,342 
9,210,000 
 
 
 
 
8,571,000 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner interest units
 
 
 
 
 
 
664,000 
536,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred, units, outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
1,350,000 
 
 
 
 
 
31,146,000 
30,427,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from Issuance Initial Public Offering
 
 
3,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Partners' Offering Costs
100,000 
 
100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AggregateOfferingPrice
96,800,000 
 
96,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment Options, Exercise Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 14.00 
 
 
General Partners' Capital Account, Units Issued
664,000 
 
664,000 
 
 
536,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
128,272 
18,706 
Preferred Units, Contributed Capital
 
 
 
 
8,571,429 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Class of Warrant or Right, Number of Securities Called by Warrants or Rights
 
 
 
 
800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Class of Warrant or Right, Exercise Price of Warrants or Rights
 
 
 
 
$ 7.25 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of units in warrant calculation
 
 
 
 
400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stipulated Deduction in Warrant Calculation
 
 
 
 
$ 45,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners Capital (Details Textual) (USD $)
3 Months Ended 6 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended
Jun. 30, 2016
Mar. 31, 2016
Jun. 30, 2015
Mar. 31, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Jun. 30, 2016
Limited Partner [Member]
Jun. 30, 2015
Limited Partner [Member]
Jun. 30, 2016
General Partner [Member]
Jun. 30, 2015
General Partner [Member]
Jun. 30, 2016
Series A [Member]
Jun. 30, 2016
Series B [Member]
Jun. 30, 2015
Series B [Member]
Jun. 30, 2016
Series B [Member]
Jun. 30, 2015
Series B [Member]
Jul. 21, 2016
Subsequent Event [Member]
Jun. 30, 2016
Dividend Paid [Member]
Series A [Member]
Jun. 30, 2015
Dividend Paid [Member]
Series A [Member]
Jun. 30, 2016
Series A Preferred Stock [Member]
Jun. 30, 2015
Series A Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution declared per common unit (a)
$ 0.4125 1
 
$ 0.4725 1
 
$ 0.8850 1
$ 0.9450 1
 
 
 
 
 
 
 
 
 
 
$ 0.4125 
 
 
 
 
Distribution Made to Limited Partner, Distributions Declared, Per Unit, Annualized Basis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1.65 
 
 
 
 
Unitholder distributions
$ (12,918,000)
 
$ (12,205,000)
 
$ (29,964,000)
$ (24,364,000)
 
$ (38,935,000)
$ (29,800,000)
$ (2,351,000)
$ (3,004,000)
 
$ 0 
$ (413,000)
$ 0 
$ (833,000)
 
 
 
 
 
Partners Capital (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner interest
 
 
 
 
1.30% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest
 
 
 
 
98.70% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Units Issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
586,882 
365,641 
 
 
Distribution Made to Limited Partner, Cash Distributions Paid
 
 
 
 
 
 
 
 
 
 
 
2,400,000 
 
 
 
 
 
 
 
 
 
General Partners' Capital Account, Period Distribution Amount
 
 
 
 
1,800,000 
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accrued and paid-in-kind unitholder distribution for Units
 
 
 
 
 
 
 
 
 
 
 
$ 2,200,000 
 
 
 
 
 
 
 
$ 9,100,000 
$ 7,600,000 
General Partners' Capital Account, Units Issued
664,000 
 
 
 
664,000 
 
536,000 
 
 
128,272 
18,706 
 
 
 
 
 
 
 
 
 
 
Fair value input, option value
 
0.02 
 
1.88 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Inputs, Discount Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.00% 
 
Partners' Capital (Calculation of Net Income (Loss) Per Limited Partner Unit) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Net income (loss) from continuing operations
$ (3,591)
$ (2,002)
$ (7,555)
$ (1,166)
Less: Comprehensive income (loss) attributable to noncontrolling interests
(992)
(32)
(979)
(46)
Income (Loss) from Continuing Operations Attributable to Parent
(4,583)
(2,034)
(8,534)
(1,212)
Temporary Equity, Dividends, Adjustment
4,602 
4,196 
9,073 
7,607 
Unitholder distributions
(12,918)
(12,205)
(29,964)
(24,364)
General Partners' Capital Account, Period Undistributed Income (Loss) From Continuing Operations, Amount
(322)
(234)
(659)
(422)
Net income (loss) from continuing operations available to Limited Partners
(11,285)
(7,861)
(21,398)
(12,129)
Net income (loss) from discontinued operations available to Limited Partners
0 
(31)
0 
(26)
Net income (loss) available to Limited Partners
(11,285)
(7,892)
(21,398)
(12,155)
Weighted Average Number of Shares Outstanding, Basic
30,949 
22,757 
30,884 
22,730 
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic, Net of Tax
$ (0.36)
$ (0.35)
$ (0.69)
$ (0.53)
Series C Preferred Stock [Member]
 
 
 
 
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Temporary Equity, Dividends, Adjustment
2,249 
0 
2,249 
0 
Series B [Member]
 
 
 
 
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Unitholder distributions
0 
(413)
0 
(833)
General Partner [Member]
 
 
 
 
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Unitholder distributions
 
 
(2,351)
(3,004)
Dividend Declared [Member] |
General Partner [Member]
 
 
 
 
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Unitholder distributions
$ (173)
$ (1,452)
$ (2,201)
$ (2,899)
Long-Term Incentive Plan (Details) (USD $)
1 Months Ended 3 Months Ended 6 Months Ended
Dec. 31, 2015
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Feb. 11, 2016
Nov. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized
 
 
 
 
 
6,000,000 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant
15,484 
4,941,325 
 
4,941,325 
 
 
 
Grants Issued Under Long Term Incentive Plan
 
25.00% 
 
25.00% 
 
 
 
Equity compensation expense
 
$ 1,025,000 
$ 550,000 
$ 2,109,000 
$ 2,248,000 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value
 
 
 
1,000,000 
2,300,000 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized
 
5,000,000 
6,000,000 
5,000,000 
6,000,000 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
 
 
 
2 years 5 months 5 days 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested
 
 
 
 
 
 
2,000,000 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options
 
100,000 
 
100,000 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
 
 
 
 
 
 
 
Outstanding at beginning of period
 
 
 
569,759 
 
 
 
Granted
 
 
 
1,177,509 
 
 
 
Forfeited
 
 
 
(102,934)
 
 
 
Vested
 
 
 
(179,326)
 
 
 
Outstanding at end of period
569,759 
1,465,008 
 
1,465,008 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average [Roll Forward]
 
 
 
 
 
 
 
Outstanding at beginning of period
 
 
 
$ 13.15 
 
 
 
Granted
 
 
 
$ 1.05 
 
 
 
Forfeited
 
 
 
$ 5.36 
 
 
 
Vested
 
 
 
$ 11.75 
 
 
 
Outstanding at end of period
$ 13.15 
$ 4.14 
 
$ 4.14 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
 
 
 
 
 
 
Outstanding at beginning of period
 
 
 
200,000 
 
 
 
Granted
200,000 
 
 
0 
 
 
 
Forfeited
 
 
 
0 
 
 
 
Vested
 
 
 
0 
 
 
 
Outstanding at end of period
200,000 
200,000 
 
200,000 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weight Average [Roll Forward]
 
 
 
 
 
 
 
Outstanding at beginning of period
 
 
 
$ 7.50 
 
 
 
Granted
 
 
 
$ 0.00 
 
 
 
Forfeited
 
 
 
$ 0.00 
 
 
 
Vested
 
 
 
$ 0.00 
 
 
 
Outstanding at end of period
$ 7.50 
$ 7.50 
 
$ 7.50 
 
 
 
Performance Shares [Member]
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
Equity compensation expense
 
400,000 
 
600,000 
 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized
 
$ 900,000 
 
$ 900,000 
 
 
 
Income Tax (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Income Tax Disclosure [Abstract]
 
 
 
 
Income tax (expense) benefit
$ (540)
$ (317)
$ (860)
$ (473)
Effective Income Tax Rate, Continuing Operations
(17.70%)
(18.80%)
(12.80%)
(68.30%)
Commitments and Contingencies Commitments and Contingencies (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2016
Commitments and Contingencies [Abstract]
 
Business Exit Costs
$ 3.6 
AccruedBusinessExitCosts
2.5 
Commitments, Fair Value Disclosure
$ 15.9 
Related- Party Transactions (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Related Party Transaction [Line Items]
 
 
 
 
 
Business Development
$ (0.1)
$ (0.5)
$ (0.4)
$ (0.9)
 
Management Fees Revenue
0.2 
0.4 
0.4 
0.9 
 
Related Party Transaction, Due from (to) Related Party
 
 
 
 
3.8 
American Midstream, L.L.C [Member]
 
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
 
General and Administrative Expense
8.9 
6.9 
16.9 
14.2 
 
Business Development
(0.3)
(0.5)
(0.2)
(0.9)
 
General Partner [Member]
 
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
 
Related Party Transaction, Due from (to) Related Party
$ 2.4 
 
$ 2.4 
 
 
Reporting Segments (Details) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Dec. 31, 2015
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
Segment assets:
$ 1,150,968,000 
 
$ 1,150,968,000 
 
$ 891,296,000 
Segment information
 
 
 
 
 
Revenue
56,148,000 
67,198,000 
102,271,000 
131,660,000 
 
Gain (loss) on commodity derivatives, net
(766,000)
311,000 
(869,000)
458,000 
 
Total revenue
55,382,000 
67,509,000 
101,402,000 
132,118,000 
 
Purchases of natural gas, NGLs and condensate
22,102,000 
33,334,000 
39,014,000 
62,311,000 
 
Direct operating expenses
16,191,000 
13,967,000 
30,712,000 
27,834,000 
 
Selling, general and administrative expenses
11,432,000 
5,571,000 
19,966,000 
12,506,000 
 
Equity compensation expense
1,025,000 
550,000 
2,109,000 
2,248,000 
 
Depreciation, amortization and accretion expense
10,903,000 
9,250,000 
20,997,000 
18,939,000 
 
Total operating expenses
61,653,000 
62,672,000 
112,798,000 
123,838,000 
 
Gain (loss) on sale of assets, net
80,000 
(2,970,000)
90,000 
(2,978,000)
 
Interest expense
(8,507,000)
(3,556,000)
(14,379,000)
(6,166,000)
 
Earnings in unconsolidated affiliates
11,647,000 
4,000 
18,990,000 
171,000 
 
Income tax (expense) benefit
(540,000)
(317,000)
(860,000)
(473,000)
 
Income (loss) from discontinued operations, net of tax
0 
(31,000)
0 
(26,000)
 
Net income (loss)
(3,591,000)
(2,033,000)
(7,555,000)
(1,192,000)
 
Less: Net income (loss) attributable to noncontrolling interests
(992,000)
(32,000)
(979,000)
(46,000)
 
Net income (loss) attributable to the Partnership
(4,583,000)
(2,065,000)
(8,534,000)
(1,238,000)
 
Segment gross margin
32,291,000 
32,304,000 
59,848,000 
66,081,000 
 
Gathering and Processing reporting segment [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
COMA Income
(100,000)
200,000 
(100,000)
400,000 
 
Segment information
 
 
 
 
 
Revenue
41,780,000 
50,439,000 
72,928,000 
98,888,000 
 
Gain (loss) on commodity derivatives, net
(764,000)
311,000 
(867,000)
458,000 
 
Total revenue
41,016,000 
50,750,000 
72,061,000 
99,346,000 
 
Purchases of natural gas, NGLs and condensate
20,964,000 
30,272,000 
36,412,000 
57,590,000 
 
Direct operating expenses
11,231,000 
9,130,000 
21,234,000 
18,223,000 
 
Segment gross margin
20,605,000 
20,219,000 
36,336,000 
41,265,000 
 
Transmission reporting segment [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
COMA Income
100,000 
 
 
 
 
Segment information
 
 
 
 
 
Revenue
8,740,000 
12,423,000 
18,967,000 
24,171,000 
 
Gain (loss) on commodity derivatives, net
(2,000)
0 
(2,000)
0 
 
Total revenue
8,738,000 
12,423,000 
18,965,000 
24,171,000 
 
Purchases of natural gas, NGLs and condensate
1,138,000 
3,062,000 
2,602,000 
4,721,000 
 
Direct operating expenses
3,425,000 
3,253,000 
6,266,000 
6,432,000 
 
Segment gross margin
7,593,000 
9,333,000 
16,348,000 
19,394,000 
 
Terminals reporting segment [Member]
 
 
 
 
 
Segment information
 
 
 
 
 
Revenue
5,628,000 
4,336,000 
10,376,000 
8,601,000 
 
Gain (loss) on commodity derivatives, net
0 
0 
0 
0 
 
Total revenue
5,628,000 
 
 
8,601,000 
 
Purchases of natural gas, NGLs and condensate
0 
0 
0 
0 
 
Direct operating expenses
1,535,000 
1,584,000 
3,212,000 
3,179,000 
 
Segment gross margin
4,093,000 
2,752,000 
7,164,000 
5,422,000 
 
Gathering And Processing [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
Segment assets:
586,782,000 
 
586,782,000 
 
572,824,000 
Transmission [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
COMA Income
 
100,000 
100,000 
100,000 
 
Segment assets:
151,518,000 
 
151,518,000 
 
133,870,000 
Terminals [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
Segment assets:
94,790,000 
 
94,790,000 
 
84,449,000 
Segment information
 
 
 
 
 
Total revenue
 
4,336,000 
10,376,000 
 
 
Other Segments [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
Segment assets:
317,878,000 
 
317,878,000 
 
100,153,000 
Commodity Contract [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
Unrealized Gain (Loss) on Derivatives
(2,555,000)
157,000 
(3,388,000)
213,000 
 
Segment information
 
 
 
 
 
Gain (loss) on commodity derivatives, net
(476,000)
(83,000)
(694,000)
(287,000)
 
Gain (Loss) on Derivative Instruments [Member] |
Commodity Contract [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
Unrealized Gain (Loss) on Derivatives
(522,000)
59,000 
(625,000)
67,000 
 
Segment information
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$ (244,000)
$ 252,000 
$ (244,000)
$ 391,000 
 
Reporting Segments (Details Textual)
6 Months Ended
Jun. 30, 2016
segment
Segment Reporting [Abstract]
 
Number of Operating Segments
3