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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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27-0855785
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1400 16th Street, Suite 310
Denver, CO
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80202
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(Address of principal executive offices)
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(Zip code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Units Representing Limited Partnership Interests
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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PART I
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1
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1A
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1B
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2
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3
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4
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PART II
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5
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6
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7
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7A
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8
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9
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9A
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9B
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PART III
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10
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11
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12
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13
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14
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PART IV
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15
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our ability to generate sufficient cash from operations to pay distributions to unitholders;
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our ability to maintain compliance with financial covenants and ratios in our credit facility;
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the timing and extent of changes in natural gas, crude oil, NGLs and other commodity prices, interest rates and demand for our services;
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the level and success of natural gas and crude oil drilling around our assets and our success in connecting natural gas and crude oil supplies to our gathering and processing systems;
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our ability to access capital to fund growth including access to the debt and equity markets, which will depend on general market conditions;
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our dependence on a relatively small number of customers for a significant portion of our gross margin;
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the level of creditworthiness of counterparties to transactions;
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changes in laws and regulations, particularly with regard to taxes, safety, regulation of over-the-counter derivatives market and entities, and protection of the environment;
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our ability to successfully balance our purchases and sales of natural gas;
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the demand for NGL products by the petrochemical, refining or other industries;
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severe weather and other natural phenomena, including their potential impact on demand for the commodities we sell and the operation of company-owned and third party-owned infrastructure;
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the adequacy of insurance to cover our losses;
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our ability to grow through contributions from affiliates, acquisitions or internal growth projects;
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our management's history and experience with certain aspects of our business and our ability to hire as well as retain qualified personnel to execute our business strategy;
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our ability to remediate any material weakness in internal control over financial reporting;
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volatility in the price of our common units;
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security threats such as military campaigns, terrorist attacks, and cybersecurity breaches, against, or otherwise impacting, our facilities and systems;
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our ability to timely and successfully integrate our current and future acquisitions, including the realization of all anticipated benefits of any such transaction, which otherwise could negatively impact our future financial performance;
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general economic, market and business conditions, including industry changes and the impact of consolidations and changes in competition;
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the amount of collateral required to be posted from time to time in our transactions; and
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our success in risk management activities, including the use of derivative financial instruments to hedge commodity and interest rate risks.
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Btu
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British thermal unit; the approximate amount of heat required to raise the temperature of one pound of water by one degree Fahrenheit.
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Condensate
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Liquid hydrocarbons present in casinghead gas that condense within the gathering system and are removed prior to delivery to the natural gas plant. This product is generally sold on terms more closely tied to crude oil pricing.
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NGL or NGLs
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Natural gas liquid(s): The combination of ethane, propane, normal butane, isobutane and natural gasoline that, when removed from natural gas, become liquid under various levels of higher pressure and lower temperature.
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Tcf
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Trillion cubic feet.
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Throughput
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The volume of natural gas transported or passing through a pipeline, plant, terminal or other facility during a particular period.
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the proximity of our gathering and transmission systems to newly producing wells and the relatively lower cost to connect to our systems compared to those farther away;
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the available capacity of our systems, coupled with an ability to economically add capacity to our systems; and
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the availability of multiple downstream interconnects that many of our systems have provides our customers with multiple market delivery options, which often causes our systems to be more attractive than those of our competitors.
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gathering;
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compression;
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treating;
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processing;
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fractionating;
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transportation; and
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sales of natural gas, crude oil, NGLs and condensate.
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Approximate Gas Gathering System (Miles)
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Approximate
Design
Capacity
(MMcf/d)
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Compression
(Horsepower)
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Number of Plants and Fractionators
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Approximate
Average
Throughput (MMcf/d)
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Years Ended
December 31,
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2015
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2014
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Gathering and Processing
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Lavaca (a)
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203
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218
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32,000
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—
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119.1
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65.0
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Magnolia
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116
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120
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3,328
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—
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27.1
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21.7
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Longview (b)
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620
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50
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23,880
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3
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17.2
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4.7
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Chapel Hill (b)
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90
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20
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2,540
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2
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14.6
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4.1
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Yellow Rose (b)
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47
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40
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3,256
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1
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4.2
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1.3
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Bakken (c)
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43
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40
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—
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—
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—
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—
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Chatom (d)
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24
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25
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3,456
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2
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5.9
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6.4
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Bazor Ridge
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169
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22
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8,615
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1
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7.6
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9.6
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Other (e)
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267
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556
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13,962
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1
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142.5
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162.0
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Total
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1,579
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1,091
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91,037
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10
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338.2
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274.8
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(a)
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The Lavaca System was acquired effective January 31, 2014.
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(b)
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The gathering and processing assets of Costar Midstream were acquired effective October 1, 2014.
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(c)
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This includes the crude oil gathering system in the Williston Basin with capacity of 40,000 bbl/d which commenced operation in October 2015. From October 2015 through December 2015, the Bakken system had average throughput volumes of 8,639 Bbl/d.
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(d)
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We have included approximate average throughput at 100% for the Chatom System. As of December 31, 2015, we owned 92.2% undivided interest in the Chatom System.
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(e)
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Other includes our Gloria and Lafitte, Quivira and Burns Point, and Offshore Texas systems.
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Approximate Transmission System (Miles)
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Jurisdiction
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Compression
(Horsepower)
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Approximate
Design
Capacity
(MMcf/d)
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Approximate
Average
Throughput (MMcf/d)
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Years Ended
December 31,
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2015
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2014
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Transmission
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High Point
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574
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Intrastate
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—
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1,120
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371.6
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427.3
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Midla/MLGT (a)
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432
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Interstate/Intrastate
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3,600
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518
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139.7
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183.8
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AlaTenn/Bamagas/TriGas
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383
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Interstate/Intrastate
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3,665
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710
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182.7
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160.3
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Chalmette
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39
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Intrastate
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—
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125
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14.6
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7.5
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Total
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1,428
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7,265
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2,473
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708.6
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778.9
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(a)
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Includes the SIGCO system.
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Storage Utilization (%)
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As of December 31,
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Terminals
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Number of Tanks
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Approximate Contracted Capacity (Bbls)
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Approximate Design Capacity (Bbls)
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2015
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2014
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Westwego
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48
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981,400
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1,044,600
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93.9%
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100.0%
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Brunswick
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5
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221,000
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221,000
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100.0
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100.0
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Harvey (a)
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21
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390,000
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535,200
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72.9
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16.4
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Total
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74
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1,592,400
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1,800,800
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88.4%
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86.8%
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(a)
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The Harvey terminal commenced operations in July of 2014.
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EPA Chemical Accident Prevention Provisions, also known as the Risk Management Plan requirements, which are designed to prevent the accidental release of toxic, reactive, flammable or explosive materials; and
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Department of Homeland Security Chemical Facility Anti-Terrorism Standards, which are designed to regulate the security of high-risk chemical facilities.
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rates, services, and terms and conditions of service;
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the types of services offered to customers;
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the certification and construction of new facilities;
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the acquisition, extension, disposition or abandonment of facilities;
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the maintenance of accounts and records;
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relationships between affiliated companies involved in certain aspects of the natural gas business;
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the initiation and discontinuation of services;
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market manipulation in connection with interstate sales, purchases or transportation of natural gas and NGLs; and
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participation by interstate pipelines in cash management arrangements.
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requiring the installation of pollution-control equipment or otherwise restricting the way we operate;
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limiting or prohibiting construction activities in sensitive areas, such as wetlands, coastal regions or areas inhabited by endangered or threatened species;
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delaying system modification or upgrades during permit reviews;
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requiring investigatory and remedial actions to mitigate pollution conditions caused by our operations or attributable to former operations; and
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enjoining the operations of facilities deemed to be in non-compliance with permits issued pursuant to such environmental laws and regulations.
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the volume of natural gas we gather, process and transport;
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the level of production of crude oil and natural gas and the resultant market prices of crude oil and natural gas and NGLs;
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realized pricing impacts on our revenue and expenses that are directly subject to commodity price exposure;
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changes in the fees we charge for our services;
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the market prices of natural gas and NGLs relative to one another, which affects our processing margins;
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the effect of seasonal variations in temperature on the amount of natural gas and crude oil that we transport and the amount of natural gas that we store, process and treat;
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capacity charges and volumetric fees associated with our transportation services;
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storage capacity utilization associated with our terminals segment;
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the level of competition from other midstream energy companies in our geographic markets;
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the creditworthiness of our customers;
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the level of our operating, maintenance and selling, general and administrative costs;
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regulatory action affecting the supply of, or demand for, natural gas, the transportation rates we can charge on our regulated pipelines, how we contract for services, our existing contracts, our operating costs and our operating flexibility; and
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acts of God.
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the level and timing of capital expenditures we make;
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the cost of acquisitions, and the resulting costs of integrations, if any;
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our debt service payments and requirements and other liabilities;
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fluctuations in our working capital needs;
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our ability to borrow funds and access capital markets;
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restrictions contained in our Credit Agreement;
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the amount of cash reserves established by our General Partner; and
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other business risks affecting our cash levels.
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prevailing and projected natural gas, crude oil and NGL prices;
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the availability and cost of capital;
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demand for natural gas, crude oil and NGLs;
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levels of reserves;
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geological considerations;
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environmental or other governmental regulations, including the availability of drilling permits; and
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the availability of drilling rigs and other production and development costs.
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worldwide economic conditions;
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worldwide political events, including actions taken by foreign oil and gas producing nations;
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worldwide weather events and conditions, including natural disasters and seasonal changes;
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the levels of world-wide and domestic production and consumer demand;
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the availability of imported, or market for exported, liquefied natural gas, or LNG;
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the market for exported crude oil;
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the availability of transportation systems with adequate capacity;
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the volatility and uncertainty of regional pricing differentials;
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the price and availability of alternative fuels;
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the effect of energy conservation measures;
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the nature and extent of governmental regulation and taxation; and
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the current and anticipated future prices of natural gas, crude oil, NGLs and other commodities.
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perform ongoing assessments of pipeline integrity;
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identify and characterize applicable threats to pipeline segments that could impact a high consequence area;
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maintain processes for data collection, integration and analysis;
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repair and remediate pipelines as necessary; and
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implement preventive and mitigating actions.
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mistaken assumptions about volumes, revenue, decline rates, drilling activity and cost savings, including synergies;
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an inability to secure adequate customer commitments to use the acquired systems or facilities;
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an inability to integrate successfully the assets or businesses we acquire, particularly given the relatively small size of our management team and its limited history with certain assets;
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the assumption of unknown liabilities;
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limitations on rights to indemnity from the seller;
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mistaken assumptions about the overall costs of equity or debt;
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the diversion of management's and employees' attention from other business concerns;
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the entry of competitors in the markets where the acquired business competes;
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unforeseen difficulties operating in new geographic areas and business lines; and
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customer or key employee losses at the acquired businesses.
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operating a significantly larger combined organization and integrating additional midstream operations into our existing operations;
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difficulties in the assimilation of the assets and operations of the acquired businesses, especially if the assets acquired are in a new business segment or geographical area;
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the loss of customers or key employees from the acquired businesses;
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the diversion of management's attention from other existing business concerns;
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the failure to realize expected synergies and cost savings;
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coordinating geographically disparate organizations, systems and facilities;
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integrating personnel from diverse business backgrounds and organizational cultures; and
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consolidating corporate and administrative functions.
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general construction cost overruns and delays resulting from numerous factors, many of which may be out of our control;
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the inability to obtain required permits for the pipelines;
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the inability to obtain rights-of-way for the gathering pipelines, which may result in pipelines being re-routed, which itself could result in cost overruns and delays;
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the risk associated with producer's exploration and production activities and the associated potential failure of the gathering pipelines to generate attractive cash flows given our obligation to construct and operate them; and
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title issues or environmental or regulatory compliance matters or liabilities or accidents associated with the construction or operation of the pipelines.
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damage to pipelines and plants, related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires and other natural disasters and acts of terrorism;
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inadvertent damage from construction, vehicles, farm and utility equipment;
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leaks of natural gas and other hydrocarbons or losses of natural gas as a result of the malfunction of equipment or facilities;
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ruptures, fires and explosions; and
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other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.
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rates, terms and conditions of service;
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the types of services interstate pipelines may offer to their customers;
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the certification and construction of new facilities;
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the acquisition, extension, disposition or abandonment of facilities;
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the maintenance of accounts and records;
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relationships between affiliated companies involved in certain aspects of the natural gas business;
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the initiation and discontinuation of services;
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market manipulation in connection with interstate sales, purchases or transportation of natural gas and NGLs; and
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participation by interstate pipelines in cash management arrangements.
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the federal Clean Air Act and analogous state laws that impose obligations related to air emissions;
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the federal CERCLA and analogous state laws that regulate the cleanup of hazardous substances that may be or have been released at properties currently or previously owned or operated by us or at locations to which our wastes are or have been transported for disposal;
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the federal Clean Water Act and analogous state laws that regulate discharges from our facilities into state and federal waters, including wetlands;
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the federal OPA and analogous state laws that establish strict liability for releases of oil into waters of the United States;
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the federal RCRA and analogous state laws that impose requirements for the storage, treatment and disposal of solid and hazardous waste from our facilities;
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the ESA; and
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the Toxic Substances Control Act ("TSCA"), and analogous state laws that impose requirements on the use, storage and disposal of various chemicals and chemical substances at our facilities.
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our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
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our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flow required to make interest payments on our debt;
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we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
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our flexibility in responding to changing business and economic conditions may be limited.
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neither our Partnership Agreement nor any other agreement requires HPIP or AIM Midstream Holdings to pursue a business strategy that favors us;
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our Partnership Agreement limits the liability of and reduces the fiduciary duties owed by our General Partner, and also restricts the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of such fiduciary duty;
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except in limited circumstances, our General Partner has the power and authority to conduct our business without unitholder approval;
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our General Partner determines the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities and the creation, reduction or increase of reserves, each of which can affect the amount of cash that is distributed to our unitholders;
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our General Partner determines the amount and timing of any capital expenditures and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders and to our General Partner and the ability of the Series A Units to convert to common units;
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our General Partner determines which costs incurred by it are reimbursable by us;
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our General Partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the Series A Units, to make incentive distributions or to accelerate the expiration of a subordination period;
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our Partnership Agreement permits us to classify up to $11.5 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our Series A Units or to our General Partner in respect of the General Partner interest or the incentive distribution rights;
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our Partnership Agreement does not restrict our General Partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;
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our General Partner intends to limit its liability regarding our contractual and other obligations;
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our General Partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if they own more than 80% of the common units;
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our General Partner controls the enforcement of the obligations that it and its affiliates owe to us;
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our General Partner decides whether to retain separate counsel, accountants or others to perform services for us; and
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our General Partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our General Partner's incentive distribution rights without the approval of the Conflicts Committee of the Board of Directors of our General Partner ("Conflicts Committee") or our unitholders. This election may result in lower distributions to our common unitholders in certain situations.
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how to allocate corporate opportunities among us and its affiliates;
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whether to exercise its limited call right;
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how to exercise its voting rights with respect to the units it owns;
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whether to elect to reset target distribution levels; and
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whether or not to consent to any merger or consolidation of the partnership or amendment to the Partnership Agreement.
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provides that whenever our General Partner makes a determination or takes, or declines to take, any other action in its capacity as our General Partner, our General Partner is required to make such determination, or take or decline to take such other action, in good faith, and will not be subject to any other or different standard imposed by our Partnership Agreement, Delaware law, or any other law, rule or regulation, or at equity;
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provides that our General Partner will not have any liability to us or our unitholders for decisions made in its capacity as a General Partner so long as such decisions are made in good faith, meaning that it believed that the decision was in, or not opposed to, the best interest of our partnership;
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provides that our General Partner and its officers and directors will not be liable for monetary damages to us, our limited partners or their assignees resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our General Partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
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provides that our General Partner will not be in breach of its obligations under the Partnership Agreement or its fiduciary duties to us or our unitholders if a transaction with an affiliate or the resolution of a conflict of interest is:
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a.
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approved by the Conflicts Committee of the Board of Directors of our General Partner, although our General Partner is not obligated to seek such approval;
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b.
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approved by the vote of a majority of the outstanding common units, excluding any common units owned by our General Partner and its affiliates;
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c.
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on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or
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d.
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fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.
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our existing unitholders' proportionate ownership interest in us will decrease;
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the amount of cash available for distribution on each unit may decrease;
|
•
|
because of the Series A Units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of the common units may decline.
|
•
|
we were conducting business in a state but had not complied with that particular state's partnership statute; or
|
•
|
your right to act with other unitholders to remove or replace our General Partner, to approve some amendments to our Partnership Agreement or to take other actions under our Partnership Agreement constitute "control" of our business.
|
Period Ended
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First
Quarter
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
High Price
|
$
|
12.70
|
|
|
$
|
16.71
|
|
|
$
|
19.42
|
|
|
$
|
21.17
|
|
Low Price
|
$
|
3.80
|
|
|
$
|
9.01
|
|
|
$
|
15.75
|
|
|
$
|
15.71
|
|
Distribution per common unit
|
$
|
0.4725
|
|
|
$
|
0.4725
|
|
|
$
|
0.4725
|
|
|
$
|
0.4725
|
|
2014
|
|
|
|
|
|
|
|
||||||||
High Price
|
$
|
29.65
|
|
|
$
|
32.01
|
|
|
$
|
30.52
|
|
|
$
|
28.95
|
|
Low Price
|
$
|
18.22
|
|
|
$
|
27.86
|
|
|
$
|
25.39
|
|
|
$
|
22.62
|
|
Distribution per common unit
|
$
|
0.4725
|
|
|
$
|
0.4725
|
|
|
$
|
0.4625
|
|
|
$
|
0.4625
|
|
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||
Series A convertible preferred units
|
|
9,210
|
|
|
5,745
|
|
Series B convertible units (a)
|
|
1,350
|
|
|
1,255
|
|
Limited partner common units
|
|
30,427
|
|
|
22,670
|
|
General Partner units
|
|
536
|
|
|
392
|
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
Equity compensation plans approved by security holders
|
200,000
|
|
|
$
|
7.50
|
|
|
15,484
|
|
Equity compensation plans not approved by unitholders (a)
|
—
|
|
|
—
|
|
|
6,000,000
|
|
|
Total
|
200,000
|
|
|
7.50
|
|
|
6,015,484
|
|
Purchases of natural gas, NGLs and condensate
|
|
105,883
|
|
|
197,952
|
|
|
215,053
|
|
|
154,472
|
|
|
200,776
|
|
|||||
Direct operating expenses
|
|
59,549
|
|
|
45,702
|
|
|
32,236
|
|
|
17,183
|
|
|
11,745
|
|
|||||
Selling, general and administrative expenses
|
|
27,232
|
|
|
23,103
|
|
|
19,079
|
|
|
14,309
|
|
|
13,576
|
|
|||||
Equity compensation expense (b)
|
|
3,774
|
|
|
1,536
|
|
|
2,094
|
|
|
1,783
|
|
|
3,357
|
|
|||||
Depreciation, amortization and accretion expense
|
|
38,014
|
|
|
28,832
|
|
|
30,002
|
|
|
21,287
|
|
|
20,454
|
|
|||||
Total operating expenses
|
|
234,452
|
|
|
297,125
|
|
|
298,464
|
|
|
209,034
|
|
|
249,908
|
|
|||||
Gain (loss) on acquisition of assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
565
|
|
|||||
Gain (loss) on involuntary conversion of property, plant and equipment
|
|
—
|
|
|
—
|
|
|
343
|
|
|
(1,021
|
)
|
|
—
|
|
|||||
Gain (loss) on sale of assets, net
|
|
(3,011
|
)
|
|
(122
|
)
|
|
—
|
|
|
123
|
|
|
399
|
|
|||||
Loss on impairment of property, plant and equipment
|
|
—
|
|
|
(99,892
|
)
|
|
(18,155
|
)
|
|
—
|
|
|
—
|
|
|||||
Loss of impairment of goodwill
|
|
(118,592
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income (loss)
|
|
(119,697
|
)
|
|
(88,739
|
)
|
|
(22,197
|
)
|
|
(1,664
|
)
|
|
(7,351
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
(14,745
|
)
|
|
(7,577
|
)
|
|
(9,291
|
)
|
|
(4,570
|
)
|
|
(4,508
|
)
|
|||||
Other income (expense)
|
|
—
|
|
|
(670
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Earnings in unconsolidated affiliates
|
|
8,201
|
|
|
348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) before income tax (expense) benefit
|
|
(126,241
|
)
|
|
(96,638
|
)
|
|
(31,488
|
)
|
|
(6,234
|
)
|
|
(11,859
|
)
|
|||||
Income tax (expense) benefit
|
|
(1,134
|
)
|
|
(557
|
)
|
|
495
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) from continuing operations
|
|
(127,375
|
)
|
|
(97,195
|
)
|
|
(30,993
|
)
|
|
(6,234
|
)
|
|
(11,859
|
)
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from discontinued operations, net of tax
|
|
(80
|
)
|
|
(611
|
)
|
|
(2,413
|
)
|
|
(18
|
)
|
|
161
|
|
|||||
Net income (loss)
|
|
(127,455
|
)
|
|
(97,806
|
)
|
|
(33,406
|
)
|
|
(6,252
|
)
|
|
(11,698
|
)
|
|||||
Net income (loss) attributable to non-controlling interests
|
|
25
|
|
|
214
|
|
|
633
|
|
|
256
|
|
|
—
|
|
|||||
Net income (loss) attributable to the Partnership
|
|
$
|
(127,480
|
)
|
|
$
|
(98,020
|
)
|
|
$
|
(34,039
|
)
|
|
$
|
(6,508
|
)
|
|
$
|
(11,698
|
)
|
General Partner's Interest in net income (loss)
|
|
$
|
(1,645
|
)
|
|
$
|
(1,279
|
)
|
|
$
|
(1,405
|
)
|
|
$
|
(129
|
)
|
|
$
|
(233
|
)
|
Limited Partners' Interest in net income (loss)
|
|
$
|
(125,835
|
)
|
|
$
|
(96,741
|
)
|
|
$
|
(32,634
|
)
|
|
$
|
(6,379
|
)
|
|
$
|
(11,465
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Limited Partners' net income (loss) per common unit:
|
|
|
|
|
|
|
||||||||||||||
Basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
(6.00
|
)
|
|
$
|
(8.54
|
)
|
|
$
|
(7.15
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(1.66
|
)
|
Income (loss) from discontinued operations
|
|
—
|
|
|
(0.04
|
)
|
|
(0.27
|
)
|
|
—
|
|
|
0.02
|
|
|||||
Net income (loss)
|
|
$
|
(6.00
|
)
|
|
$
|
(8.58
|
)
|
|
$
|
(7.42
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(1.64
|
)
|
Weighted average number of common units outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted (c)
|
|
24,983
|
|
|
13,472
|
|
|
7,525
|
|
|
9,113
|
|
|
6,997
|
|
|||||
Statement of Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
40,937
|
|
|
$
|
21,478
|
|
|
$
|
17,223
|
|
|
$
|
18,348
|
|
|
$
|
10,432
|
|
Investing activities
|
|
(171,108
|
)
|
|
(471,870
|
)
|
|
(28,214
|
)
|
|
(62,427
|
)
|
|
(41,744
|
)
|
|||||
Financing activities
|
|
129,672
|
|
|
450,490
|
|
|
10,816
|
|
|
43,784
|
|
|
32,120
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA (d)
|
|
$
|
66,311
|
|
|
$
|
45,551
|
|
|
$
|
31,907
|
|
|
$
|
18,850
|
|
|
$
|
20,785
|
|
Gross margin (e)
|
|
123,281
|
|
|
102,807
|
|
|
74,821
|
|
|
49,431
|
|
|
44,356
|
|
|||||
Cash distribution declared per common unit
|
|
1.89
|
|
|
1.85
|
|
|
1.75
|
|
|
1.73
|
|
|
0.70
|
|
|||||
Segment gross margin:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathering and Processing
|
|
76,865
|
|
|
50,817
|
|
|
36,985
|
|
|
36,118
|
|
|
30,619
|
|
|||||
Transmission
|
|
35,301
|
|
|
42,828
|
|
|
32,408
|
|
|
13,313
|
|
|
13,737
|
|
|||||
Terminals
|
|
11,115
|
|
|
9,162
|
|
|
5,428
|
|
|
—
|
|
|
—
|
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
499
|
|
|
$
|
393
|
|
|
$
|
576
|
|
|
$
|
871
|
|
Accounts receivable and unbilled revenue
|
|
18,740
|
|
|
29,543
|
|
|
29,823
|
|
|
23,470
|
|
|
20,963
|
|
|||||
Property, plant and equipment, net
|
|
648,013
|
|
|
582,182
|
|
|
312,701
|
|
|
223,819
|
|
|
170,231
|
|
|||||
Total assets
|
|
891,296
|
|
|
913,558
|
|
|
382,075
|
|
|
256,696
|
|
|
199,551
|
|
|||||
Current portion of long-term debt
|
|
2,338
|
|
|
2,908
|
|
|
2,048
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
|
525,100
|
|
|
372,950
|
|
|
130,735
|
|
|
128,285
|
|
|
66,270
|
|
|||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathering and processing segment:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average throughput (MMcf/d)
|
|
338.2
|
|
|
274.8
|
|
|
277.2
|
|
|
291.2
|
|
|
250.9
|
|
|||||
Average plant inlet volume (MMcf/d) (e)
|
|
120.9
|
|
|
89.1
|
|
|
117.3
|
|
|
116.1
|
|
|
36.7
|
|
|||||
Average gross NGL production (Mgal/d)(e)
|
|
231.1
|
|
|
64.2
|
|
|
52.0
|
|
|
49.9
|
|
|
54.5
|
|
|||||
Average gross condensate production (Mgal/d) (f)
|
|
99.8
|
|
|
75.2
|
|
|
46.2
|
|
|
22.6
|
|
|
22.6
|
|
|||||
Transmission segment:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average throughput (MMcf/d)
|
|
708.6
|
|
|
778.9
|
|
|
644.7
|
|
|
398.5
|
|
|
381.1
|
|
|||||
Average firm transportation - capacity reservation (MMcf/d)
|
|
653.7
|
|
|
577.9
|
|
|
640.7
|
|
|
703.6
|
|
|
702.2
|
|
|||||
Average interruptible transportation - throughput (MMcf/d)
|
|
410.3
|
|
|
468.9
|
|
|
389.2
|
|
|
86.6
|
|
|
69.0
|
|
|||||
Terminals segment:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Storage utilization
|
|
88.1
|
%
|
|
91.4
|
%
|
|
95.6
|
%
|
|
—
|
|
|
—
|
|
(a)
|
During these years, we had the following transactions that affect comparability: i) in September 2015, we acquired a non-operated 12.9% indirect interest in Delta House, which we account for as an equity method investment; ii) in October 2014 and January 2014, we acquired the Costar and Lavaca systems, respectively, both of which are included in our Gathering and Processing segment; iii) in December 2013, we acquired Blackwater, which is included in our Terminals segment; and iv) in April 2013, we acquired the High point System, which is included in Transmission segment.
|
(b)
|
Represents cash and non-cash costs related to our Long-Term Incentive Plans. Of these amounts, $1.6 million were cash expenses for the year ended December 31, 2011.
|
(c)
|
Includes unvested phantom units with distribution equivalent rights ("DERs), which are considered participating securities, of 200,000 at December 31, 2015.
|
(d)
|
For a definition of Adjusted EBITDA and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP and a discussion of how we use Adjusted EBITDA to evaluate our operating performance, please read "Item 7. Management's Discussion and Analysis — How We Evaluate Our Operations."
|
(e)
|
For a definition of gross margin and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP and a discussion of how we use gross margin to evaluate our operating performance, please read "Item 7. Management's Discussion and Analysis — How We Evaluate Our Operations."
|
(f)
|
Excludes volumes and gross production under our elective processing arrangements. For a description of our elective processing arrangements, please read "Item 7. Management's Discussion and Analysis — Our Operations - Gathering and Processing Segment"
|
•
|
Gross margin increased to
$123.3 million
, or an increase of
19.9%
, as compared to the same period in
2014
primarily due to the Costar and Lavaca acquisitions in October 2014 and January 2014, respectively;
|
•
|
Adjusted EBITDA increased to
$66.3 million
, or an increase of
45.4%
, as compared to the same period in
2014
primarily due to the Costar and Lavaca acquisitions, as well as distributions from Delta House;
|
•
|
We distributed
$46.6 million
to our Limited Partner common unitholders, or $1.89 per unit;
|
•
|
On September 15, 2015, we issued
7,500,000
common units at a price of
$11.31
per common unit and received
$81.0 million
in net proceeds which were used to fund a portion of our investment in Delta House;
|
•
|
On September 18, 2015, we entered into the First Amendment and Incremental Commitment Agreement to our Amended and Restated Credit Agreement dated as of September 5, 2014 (as amended, the Credit Agreement), which increased our borrowing capacity from $500.0 million to
$750.0 million
, with the ability to further increase the borrowing capacity subject to lender approval; and
|
•
|
On September 18, 2015, an affiliate of our General Partner contributed a
12.9%
indirect interest in Delta House to the Partnership in exchange for consideration of
$162.0 million
.
|
•
|
The percentage of gross margin generated from fee-based, fixed-margin, firm and interruptible transportation contracts and firm storage contracts increased to
85.8%
compared to
74.4%
for 2014;
|
•
|
Average gross NGL production totaled
231.1
Mgal/d, representing a
166.9
Mgal/d or
260.0%
increase compared to 2014;
|
•
|
Average gross condensate production totaled
99.8
Mgal/d, representing a
24.6
Mgal/d or
32.7%
increase
compared to 2014;
|
•
|
Throughput volumes attributable to the Partnership totaled
1,046.8
MMcf/d, which is consistent with 2014; and
|
•
|
Contracted capacity for our Terminals segment averaged
1,487,542
barrels, representing a
19.3%
increase
compared to 2014.
|
•
|
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, which include local distribution companies ("LDCs"), utilities and industrial, commercial and power generation customers.
|
•
|
Terminals.
Our Terminals segment provides above-ground leasable storage operations at our marine terminals that support various commercial customers, including commodity brokers, refiners and chemical manufacturers to store a range of products.
|
•
|
Fee-Based Arrangements.
Under these arrangements, we generally are paid a fixed fee for gathering, processing and transporting natural gas and crude oil.
|
•
|
Fixed-Margin Arrangements.
Under these arrangements, we purchase natural gas and off-spec condensate from producers or suppliers at receipt points on our systems at an index price less a fixed transportation fee and simultaneously sell an identical volume of natural gas or off-spec condensate at delivery points on our systems at the same, undiscounted index price. By entering into back-to-back purchases and sales of natural gas or off-spec condensate, we are able to lock in a fixed margin on these transactions. We view the segment gross margin earned under our fixed-margin arrangements to be economically equivalent to the fee earned in our fee-based arrangements.
|
•
|
Percent-of-Proceeds Arrangements ("POP").
Under these arrangements, we generally gather raw natural gas from producers at the wellhead or other supply points, transport it through our gathering system, process it and sell the residue natural gas, NGLs and condensate at market prices. Where we provide processing services at the processing plants that we own, or obtain processing services for our own account in connection with our elective processing arrangements, we generally retain and sell a percentage of the residue natural gas and resulting NGLs. However, we also have contracts under which we retain a percentage of the resulting NGLs and do not retain a percentage of residue natural gas. Our POP arrangements also often contain a fee-based component.
|
•
|
Firm Transportation Arrangements.
Our obligation to provide firm transportation service means that we are obligated to transport natural gas nominated by the shipper up to the maximum daily quantity specified in the contract. In exchange for that obligation on our part, the shipper pays a specified reservation charge, whether or not the shipper utilizes the capacity. In most cases, the shipper also pays a variable-use charge with respect to quantities actually transported by us.
|
•
|
Interruptible Transportation Arrangements.
Our obligation to provide interruptible transportation service means that we are only obligated to transport natural gas nominated by the shipper to the extent that we have available capacity. For this service, the shipper pays no reservation charge but pays a variable-use charge for quantities actually shipped.
|
•
|
Fixed-Margin Arrangements.
Under these arrangements, we purchase natural gas from producers or suppliers at receipt points on our systems at an index price less a fixed transportation fee and simultaneously sell an identical volume of natural gas at delivery points on our systems at the same undiscounted index price. We view fixed-margin arrangements to be economically equivalent to our interruptible transportation arrangements.
|
|
|
For the Year Ended
December 31, 2015
|
|
For the Year Ended
December 31, 2014
|
|
For the Year Ended
December 31, 2013 |
|||||||||||||||
|
|
Segment
Gross
Margin
|
|
Percent of
Segment
Gross Margin
|
|
Segment
Gross
Margin
|
|
Percent of
Segment
Gross Margin
|
|
Segment
Gross Margin |
|
Percent of
Segment Gross Margin |
|||||||||
Gathering and Processing
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Fee-based
|
|
$
|
40,278
|
|
|
52.4
|
%
|
|
$
|
21,394
|
|
|
42.1
|
%
|
|
$
|
8,876
|
|
|
24.0
|
%
|
Fixed margin
|
|
19,139
|
|
|
24.9
|
%
|
|
3,151
|
|
|
6.2
|
%
|
|
1,997
|
|
|
5.4
|
%
|
|||
Percent-of-proceeds
|
|
17,448
|
|
|
22.7
|
%
|
|
26,272
|
|
|
51.7
|
%
|
|
26,112
|
|
|
70.6
|
%
|
|||
Total
|
|
$
|
76,865
|
|
|
100.0
|
%
|
|
$
|
50,817
|
|
|
100.0
|
%
|
|
$
|
36,985
|
|
|
100.0
|
%
|
Transmission
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Firm transportation
|
|
$
|
10,767
|
|
|
30.5
|
%
|
|
$
|
11,092
|
|
|
25.9
|
%
|
|
$
|
10,597
|
|
|
32.7
|
%
|
Interruptible transportation
|
|
24,534
|
|
|
69.5
|
%
|
|
31,736
|
|
|
74.1
|
%
|
|
21,714
|
|
|
67.0
|
%
|
|||
Fixed margin
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
97
|
|
|
0.3
|
%
|
|||
Total
|
|
$
|
35,301
|
|
|
100.0
|
%
|
|
$
|
42,828
|
|
|
100.0
|
%
|
|
$
|
32,408
|
|
|
100.0
|
%
|
Terminals
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Firm storage
|
|
$
|
11,115
|
|
|
100.0
|
%
|
|
$
|
9,162
|
|
|
100.0
|
%
|
|
$
|
5,428
|
|
|
100.0
|
%
|
Total
|
|
$
|
11,115
|
|
|
100.0
|
%
|
|
$
|
9,162
|
|
|
100.0
|
%
|
|
$
|
5,428
|
|
|
100.0
|
%
|
•
|
the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
|
•
|
the ability of our assets to generate cash flow from operations to make cash distributions to our unit holders and General Partner and its affiliates;
|
•
|
our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to financing or capital structure; and
|
•
|
the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.
|
|
Years Ended December 31,
|
||||||||||
|
2015 (a)
|
|
2014 (a)
|
|
2013 (a)
|
||||||
Reconciliation of Gross Margin to Net income (loss) attributable to the Partnership
|
|
|
|
|
|
|
|||||
Gathering and processing segment gross margin
|
$
|
76,865
|
|
|
$
|
50,817
|
|
|
$
|
36,985
|
|
Transmission segment gross margin
|
35,301
|
|
|
42,828
|
|
|
32,408
|
|
|||
Terminals segment gross margin (b)
|
11,115
|
|
|
9,162
|
|
|
5,428
|
|
|||
Total gross margin
|
123,281
|
|
|
102,807
|
|
|
74,821
|
|
|||
Plus:
|
|
|
|
|
|
||||||
Gain (loss) on commodity derivatives, net
|
1,324
|
|
|
1,091
|
|
|
28
|
|
|||
Earnings in unconsolidated affiliates
|
8,201
|
|
|
348
|
|
|
—
|
|
|||
Less:
|
|
|
|
|
|
||||||
Direct operating expenses (b)
|
52,909
|
|
|
39,360
|
|
|
27,833
|
|
|||
Selling, general and administrative expenses
|
27,232
|
|
|
23,103
|
|
|
19,079
|
|
|||
Equity compensation expense
|
3,774
|
|
|
1,536
|
|
|
2,094
|
|
|||
Depreciation, amortization and accretion expense
|
38,014
|
|
|
28,832
|
|
|
30,002
|
|
|||
(Gain) loss on involuntary conversion of property, plant and equipment
|
—
|
|
|
—
|
|
|
(343
|
)
|
|||
(Gain) loss on sale of assets, net
|
3,011
|
|
|
122
|
|
|
—
|
|
|||
Loss on impairment of property, plant and equipment
|
—
|
|
|
99,892
|
|
|
18,155
|
|
|||
Loss on impairment of goodwill
|
118,592
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
14,745
|
|
|
7,577
|
|
|
9,291
|
|
|||
Other (income) expense
|
—
|
|
|
670
|
|
|
—
|
|
|||
Other, net (c)
|
770
|
|
|
(208
|
)
|
|
226
|
|
|||
Income tax expense (benefit)
|
1,134
|
|
|
557
|
|
|
(495
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
80
|
|
|
611
|
|
|
2,413
|
|
|||
Net income (loss) attributable to noncontrolling interest
|
25
|
|
|
214
|
|
|
633
|
|
|||
Net income (loss) attributable to the Partnership
|
$
|
(127,480
|
)
|
|
$
|
(98,020
|
)
|
|
$
|
(34,039
|
)
|
(a)
|
During these years, we had the following transactions that affect comparability: i) in September 2015, we acquired a non-operated 12.9% indirect interest in Delta House, which we account for as an equity method investment; ii) in October 2014 and January 2014, we acquired the Costar and Lavaca systems, respectively, both of which are included in our Gathering and Processing segment; iii) in December 2013, we acquired Blackwater, which is included in our Terminals segment; and iv) in April 2013, we acquired the High Point System, which is included in our Transmission segment.
|
(b)
|
Direct operating expenses includes Gathering and Processing segment direct operating expenses of
$39.2 million
,
$23.8 million
, and
$14.6 million
and Transmission segment direct operating expenses of
$13.7 million
,
$15.6 million
, and
$13.3 million
for each of the three years ended
December 31, 2015
,
2014
and
2013
, respectively. Direct operating expenses related to our Terminals segment of
$6.6 million
,
$6.3 million
, and
$4.4 million
are included within the calculation of Terminals segment gross margin for each of the three years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(c)
|
Other, net includes realized gain on commodity derivatives of
$1.6 million
,
$0.7 million
and
$1.1 million
and COMA income of
$0.8 million
,
$0.9 million
and
$0.8 million
for each of the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Reconciliation of Adjusted EBITDA to Net income (loss) attributable to the Partnership
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to the Partnership
|
|
$
|
(127,480
|
)
|
|
$
|
(98,020
|
)
|
|
$
|
(34,039
|
)
|
Add:
|
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion expense
|
|
38,014
|
|
|
28,832
|
|
|
30,002
|
|
|||
Interest expense
|
|
13,631
|
|
|
6,433
|
|
|
7,850
|
|
|||
Debt issuance costs
|
|
2,238
|
|
|
3,841
|
|
|
2,113
|
|
|||
Unrealized (gain) loss on derivatives, net
|
|
71
|
|
|
(595
|
)
|
|
1,495
|
|
|||
Non-cash equity compensation expense
|
|
3,863
|
|
|
1,626
|
|
|
2,094
|
|
|||
Transaction expenses
|
|
1,426
|
|
|
1,794
|
|
|
3,987
|
|
|||
Income tax expense (benefit)
|
|
953
|
|
|
224
|
|
|
(847
|
)
|
|||
Impairment on property, plant and equipment
|
|
—
|
|
|
99,892
|
|
|
18,155
|
|
|||
Loss on impairment of noncurrent assets held for sale
|
|
—
|
|
|
673
|
|
|
2,400
|
|
|||
Loss on impairment of goodwill
|
|
118,592
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from equity method investment, return of capital
|
|
12,367
|
|
|
1,632
|
|
|
—
|
|
|||
General Partner contribution for cost reimbursement
|
|
330
|
|
|
—
|
|
|
—
|
|
|||
Deduct:
|
|
|
|
|
|
|
|
|||||
COMA income
|
|
841
|
|
|
943
|
|
|
843
|
|
|||
Straight-line amortization of put costs
|
|
—
|
|
|
—
|
|
|
119
|
|
|||
OPEB plan net periodic benefit
|
|
14
|
|
|
45
|
|
|
73
|
|
|||
Gain (loss) on involuntary conversion of property, plant and equipment
|
|
—
|
|
|
—
|
|
|
343
|
|
|||
Gain (loss) on sale of assets, net
|
|
(3,161
|
)
|
|
(207
|
)
|
|
(75
|
)
|
|||
Adjusted EBITDA
|
|
$
|
66,311
|
|
|
$
|
45,551
|
|
|
$
|
31,907
|
|
•
|
On September 18, 2015, we acquired a 12.9% non-operated indirect interest in Delta House, which is a floating production system platform with associated crude oil and natural gas export pipelines, for a net purchase price of
$162.0 million
. The investment was financed by proceeds of a public offering of 7.5 million of the Partnership's common units and through borrowings under the Partnership's Credit Agreement. The interest is accounted for as an equity method investment under ASC 323,
Investments-Equity Method and Joint Ventures.
|
•
|
On October 14, 2014, we acquired Costar from Energy Spectrum Partners VI LP and Costar Midstream Energy, LLC for approximately
$405.3 million
.
|
•
|
On August 11, 2014, we acquired a
66.7%
non-operated interest in MPOG, which is an offshore crude oil gathering system, for a net purchase price of
$12.0 million
. The acquisition was financed through borrowings under the Partnership's Credit Agreement. The interest is accounted for as an equity method investment under ASC 323,
Investments-Equity Method and Joint Ventures.
|
•
|
On January 31, 2014, we acquired our Lavaca System, which is an onshore gas gathering system for approximately $104.4 million.
|
•
|
On April 15, 2013, our General Partner contributed the High Point System.
|
•
|
On December 17, 2013, we completed the acquisition of Blackwater from our General Partner. The net assets received were recorded at their historical book value of $22.7 million as of the date common control was established, which was April 15, 2013; and
|
•
|
During the fourth quarter of 2013, we acquired an additional 4.8% undivided interest in the Chatom System, increasing our ownership to 92.2%.
|
|
For the Years Ended
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Statements of Operations Data:
|
|
|
|
|
|
||||||
Revenue
|
$
|
235,034
|
|
|
$
|
307,309
|
|
|
$
|
294,051
|
|
Gain (loss) on commodity derivatives
|
1,324
|
|
|
1,091
|
|
|
28
|
|
|||
Total revenue
|
236,358
|
|
|
308,400
|
|
|
294,079
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Purchases of natural gas, NGLs and condensate
|
105,883
|
|
|
197,952
|
|
|
215,053
|
|
|||
Direct operating expenses
|
59,549
|
|
|
45,702
|
|
|
32,236
|
|
|||
Selling, general and administrative expenses
|
27,232
|
|
|
23,103
|
|
|
19,079
|
|
|||
Equity compensation expense (a)
|
3,774
|
|
|
1,536
|
|
|
2,094
|
|
|||
Depreciation, amortization and accretion expense
|
38,014
|
|
|
28,832
|
|
|
30,002
|
|
|||
Total operating expenses
|
234,452
|
|
|
297,125
|
|
|
298,464
|
|
|||
Gain (loss) on involuntary conversion of property, plant and equipment
|
—
|
|
|
—
|
|
|
343
|
|
|||
Gain (loss) on sale of assets, net
|
(3,011
|
)
|
|
(122
|
)
|
|
—
|
|
|||
Loss on impairment of property, plant and equipment
|
—
|
|
|
(99,892
|
)
|
|
(18,155
|
)
|
|||
Loss on impairment of goodwill
|
(118,592
|
)
|
|
—
|
|
|
—
|
|
|||
Operating income (loss)
|
(119,697
|
)
|
|
(88,739
|
)
|
|
(22,197
|
)
|
|||
Other income (expenses):
|
|
|
|
|
|
||||||
Interest expense
|
(14,745
|
)
|
|
(7,577
|
)
|
|
(9,291
|
)
|
|||
Other income (expense)
|
—
|
|
|
(670
|
)
|
|
—
|
|
|||
Earnings in unconsolidated affiliates
|
8,201
|
|
|
348
|
|
|
—
|
|
|||
Net income (loss) before income tax (expense) benefit
|
(126,241
|
)
|
|
(96,638
|
)
|
|
(31,488
|
)
|
|||
Income tax (expense) benefit
|
(1,134
|
)
|
|
(557
|
)
|
|
495
|
|
|||
Net income (loss) from continuing operations
|
(127,375
|
)
|
|
(97,195
|
)
|
|
(30,993
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of tax
|
(80
|
)
|
|
(611
|
)
|
|
(2,413
|
)
|
|||
Net income (loss)
|
(127,455
|
)
|
|
(97,806
|
)
|
|
(33,406
|
)
|
|||
Net income (loss) attributable to noncontrolling interests
|
25
|
|
|
214
|
|
|
633
|
|
|||
Net income (loss) attributable to the Partnership
|
$
|
(127,480
|
)
|
|
$
|
(98,020
|
)
|
|
$
|
(34,039
|
)
|
|
|
|
|
|
|
||||||
Other Financial Data:
|
|
|
|
|
|
||||||
Gross margin (b)
|
$
|
123,281
|
|
|
$
|
102,807
|
|
|
$
|
74,821
|
|
Adjusted EBITDA (b)
|
$
|
66,311
|
|
|
$
|
45,551
|
|
|
$
|
31,907
|
|
(a)
|
Primarily represents non-cash costs related to our Long-Term Incentive Plans.
|
(b)
|
For definitions of gross margin and Adjusted EBITDA and reconciliations to their most directly comparable financial measure calculated and presented in accordance with GAAP, and a discussion of how we use gross margin and Adjusted EBITDA to evaluate our operating performance, please read the information in this Item under the caption "— How We Evaluate Our Operations."
|
•
|
lower realized natural gas prices of
$2.91
/Mcf, which is a
decrease
of
$2.01
/Mcf, or
40.9%
, period over period,
|
•
|
lower realized condensate prices of
$0.97
/gal, which is a decrease of
$0.65
/gal, or
40.1%
, period over period, offset by higher gross condensate production volumes of
24.6
Mgal/d, or
32.7%
, period over period, from our Gathering and Processing segment,
|
•
|
converting fixed-margin contracts in our transmission segment to firm or interruptible transportation contracts, and
|
•
|
lower throughput volumes associated with our elective processing arrangements.
|
•
|
an increase in NGL revenues of $15.5 million as a result of higher gross NGL production volumes of
166.9
Mgal/d from our Gathering and Processing segment, which was offset by lower realized NGL prices of
$0.58
/gal, which is a
decrease
of
$0.33
/gal., period over period,
|
•
|
an increase in fee-based revenue of $19.0 million primarily due to increased average throughput volumes in our Gathering and Processing segment of
63.4
MMcf/day, or
23.1%
, and
|
•
|
an
increase
in the Terminals segment revenue of
$2.3 million
as a result of increased storage utilization from acquiring new customers and contractual storage rate escalations.
|
•
|
an increase in natural gas revenues of $9.3 million as a result of higher realized natural gas prices of
$4.92
/Mcf, an
increase
of
$0.89
/Mcf, or
22.1%
, period over period;
|
•
|
an increase in NGL revenues of $0.3 million as a result of higher gross NGL production volumes of
12.2
Mgal/d from our Gathering and Processing segment and higher realized NGL prices of
$0.91
/gal, an
increase
of
$0.01
/gal period over period;
|
•
|
an increase in transmission revenues from the transportation of natural gas
increased
$9.1 million
, or
11.6%
, primarily due to an increase in throughput of
134.2
MMcf/d as a result of the benefit of twelve months of revenue from the High Point System in 2014, compared to less than nine months in 2013; and
|
•
|
an increase in Terminals segment revenue of
$5.7 million
primarily due to higher contracted storage capacity and auxiliary services as well as having the benefit of twelve months of revenue from Terminals in 2014 compared to less than nine months in 2013.
|
|
|
For the Years Ended
December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Segment Financial and Operating Data:
|
|
|
|
|
|
|
||||||
Gathering and Processing segment
|
|
|
|
|
|
|
||||||
Financial data:
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
173,597
|
|
|
$
|
203,616
|
|
|
$
|
205,179
|
|
Gain (loss) on commodity derivatives, net
|
|
1,324
|
|
|
1,091
|
|
|
28
|
|
|||
Total revenue
|
|
174,921
|
|
|
204,707
|
|
|
205,207
|
|
|||
Purchases of natural gas, NGLs and condensate
|
|
97,580
|
|
|
152,690
|
|
|
168,574
|
|
|||
Direct operating expenses
|
|
39,189
|
|
|
23,783
|
|
|
14,574
|
|
|||
Other financial data:
|
|
|
|
|
|
|
||||||
Segment gross margin
|
|
$
|
76,865
|
|
|
$
|
50,817
|
|
|
$
|
36,985
|
|
Operating data:
|
|
|
|
|
|
|
||||||
Average throughput (MMcf/d)
|
|
338.2
|
|
|
274.8
|
|
|
277.2
|
|
|||
Average plant inlet volume (MMcf/d) (a)
|
|
120.9
|
|
|
89.1
|
|
|
117.3
|
|
|||
Average gross NGL production (Mgal/d) (a)
|
|
231.1
|
|
|
64.2
|
|
|
52.0
|
|
|||
Average gross condensate production (Mgal/d) (a)
|
|
99.8
|
|
|
75.2
|
|
|
46.2
|
|
|||
Average realized prices:
|
|
|
|
|
|
|
||||||
Natural gas ($/Mcf)
|
|
$
|
2.91
|
|
|
$
|
4.92
|
|
|
$
|
4.03
|
|
NGLs ($/gal)
|
|
$
|
0.58
|
|
|
$
|
0.91
|
|
|
$
|
0.90
|
|
Condensate ($/gal)
|
|
$
|
0.97
|
|
|
$
|
1.62
|
|
|
$
|
2.29
|
|
(a)
|
Excludes volumes and gross production under our elective processing arrangements.
|
|
|
For the Years Ended
December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Segment Financial and Operating Data:
|
|
|
|
|
|
|
||||||
Transmission segment
|
|
|
|
|
|
|
||||||
Financial data:
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
43,682
|
|
|
$
|
88,189
|
|
|
$
|
79,041
|
|
Purchases of natural gas, NGLs and condensate
|
|
8,303
|
|
|
45,262
|
|
|
46,479
|
|
|||
Direct operating expenses
|
|
13,720
|
|
|
15,577
|
|
|
13,259
|
|
|||
Other financial data:
|
|
|
|
|
|
|
||||||
Segment gross margin
|
|
$
|
35,301
|
|
|
$
|
42,828
|
|
|
$
|
32,408
|
|
Operating data:
|
|
|
|
|
|
|
||||||
Average throughput (MMcf/d)
|
|
708.6
|
|
|
778.9
|
|
|
644.7
|
|
|||
Average firm transportation - capacity reservation (MMcf/d)
|
|
653.7
|
|
|
577.9
|
|
|
640.7
|
|
|||
Average interruptible transportation - throughput (MMcf/d)
|
|
410.3
|
|
|
468.9
|
|
|
389.2
|
|
|
|
For the Years Ended
December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Segment Financial and Operating Data:
|
|
|
|
|
|
|
||||||
Terminals segment
|
|
|
|
|
|
|
||||||
Financial data:
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
17,755
|
|
|
$
|
15,504
|
|
|
$
|
9,831
|
|
Direct operating expenses
|
|
6,640
|
|
|
6,342
|
|
|
4,403
|
|
|||
Other financial data:
|
|
|
|
|
|
|
||||||
Segment gross margin
|
|
$
|
11,115
|
|
|
$
|
9,162
|
|
|
$
|
5,428
|
|
Operating data:
|
|
|
|
|
|
|
||||||
Contracted Capacity (Bbls)
|
|
1,487,542
|
|
|
1,247,058
|
|
|
1,114,792
|
|
|||
Design Capacity (Bbls)
|
|
1,688,950
|
|
|
1,363,817
|
|
|
1,165,600
|
|
|||
Storage Utilization (a)
|
|
88.1
|
%
|
|
91.4
|
%
|
|
95.6
|
%
|
(a)
|
Excludes storage utilization associated with our discontinued operations.
|
•
|
issuances of
2,571,430
Series A-2 Units for
$45.0 million
in net proceeds, which were used to pay down outstanding borrowings under the Credit Agreement;
|
•
|
issuance of
7,500,000
Limited Partner common units for
$81.0 million
in net proceeds which were used to partially fund our investment in Delta House; and
|
•
|
completion of the First Amendment to the Credit Agreement dated as of September 5, 2014, which increased our borrowing capacity from $500.0 million to
$750.0 million
, with the ability to further increase the borrowing capacity to
$900.0 million
subject to lender approval.
|
|
|
For the Years Ended
December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
40,937
|
|
|
$
|
21,478
|
|
|
$
|
17,223
|
|
Investing activities
|
|
(171,108
|
)
|
|
(471,870
|
)
|
|
(28,214
|
)
|
|||
Financing activities
|
|
129,672
|
|
|
450,490
|
|
|
10,816
|
|
•
|
maintenance capital expenditures, which are cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets) made to maintain our operating income or operating capacity; or
|
•
|
expansion capital expenditures, incurred for acquisitions of capital assets or capital improvements that we expect will increase our operating income or operating capacity over the long term.
|
|
Total
|
|
Long-term debt
|
|
Operating leases and service contracts
|
|
Asset retirement obligation
|
||||||||
Less Than 1 Year
|
$
|
12,881
|
|
|
$
|
2,338
|
|
|
$
|
3,721
|
|
|
$
|
6,822
|
|
1 - 3 Years
|
3,459
|
|
|
—
|
|
|
3,459
|
|
|
—
|
|
||||
3 - 5 Years
|
527,451
|
|
|
525,100
|
|
|
2,351
|
|
|
—
|
|
||||
More Than 5 Years
|
30,086
|
|
|
—
|
|
|
1,537
|
|
|
28,549
|
|
||||
Total
|
$
|
573,877
|
|
|
$
|
527,438
|
|
|
$
|
11,068
|
|
|
$
|
35,371
|
|
Name
|
|
Age
|
|
Position with American Midstream GP, LLC
|
Lynn L. Bourdon III (a)
|
|
53
|
|
Chairman of the Board, President and Chief Executive Officer
|
Tom L. Brock
|
|
43
|
|
Vice President, Chief Accounting Officer and Corporate Controller
|
Daniel C. Campbell
|
|
45
|
|
Senior Vice President and Chief Financial Officer
|
Louis J. Dorey
|
|
60
|
|
Senior Vice President of Business Development
|
William B. Mathews
|
|
63
|
|
Secretary, General Counsel and Senior Vice President of Legal Affairs
|
Matthew W. Rowland
|
|
53
|
|
Senior Vice President and Chief Operating Officer
|
Michael D. Suder
|
|
61
|
|
President and Chief Executive Officer of Blackwater Midstream Corporation
|
Stephen W. Bergstrom (b)
|
|
58
|
|
Director
|
John F. Erhard
|
|
41
|
|
Director
|
Donald R. Kendall Jr.
|
|
63
|
|
Director
|
Daniel R. Revers
|
|
54
|
|
Director
|
Rose M. Robeson
|
|
55
|
|
Director
|
Joseph W. Sutton
|
|
67
|
|
Director
|
Lucius H. Taylor
|
|
42
|
|
Director
|
Gerald A. Tywoniuk
|
|
54
|
|
Director
|
(a)
|
Mr. Bourdon was appointed to serve as Chairman of the Board, President and Chief Executive Officer effective December 10, 2015.
|
(b)
|
Mr. Bergstrom was compensated in 2015 through an agreement with HPIP, the majority owner of our General Partner. Accordingly, Mr. Bergstrom allocated time to HPIP and our General Partner on matters not related to the Partnership during 2015, none of which was considered compensation for services rendered in conjunction with his former role as Executive Chairman, President and Chief Executive Officer of the Partnership. Mr. Bergstrom retired in December 2015 from these positions but remains on the Board of Directors.
|
•
|
Late filing of a Form 4 for Timothy Balaski (1 day late);
|
•
|
Late filing of a Form 4 for Tom Brock (1 day late);
|
•
|
Late filing of a Form 4 for Ryan Rupe (1 day late);
|
•
|
Late filing of a Form 4 for Robert Bourne (1 day late);
|
•
|
Late filing of a Form 4 for Michael Suder (1 day late);
|
•
|
Late filing of two Forms 4 for Daniel Campbell (1 day late);
|
•
|
Late filing of a Form 4 for Kevin Sullivan (1 day late);
|
•
|
Late filing of a Form 4 for Louis Dorey (1 day late);
|
•
|
Late filing of a Form 4 for Matthew Rowland (1 day late); and
|
•
|
Late filing of two Forms 4 for William Mathews (1 day late).
|
Name
|
|
Position with American Midstream GP, LLC
|
Lynn L. Bourdon III (a)
|
|
Chairman of the Board, President, and Chief Executive Officer
|
Stephen W. Bergstrom (b)
|
|
Former Executive Chairman of the Board, President and Chief Executive Officer
|
Daniel C. Campbell
|
|
Senior Vice President and Chief Financial Officer
|
Matthew W. Rowland
|
|
Senior Vice President and Chief Operating Officer
|
Louis J. Dorey
|
|
Senior Vice President of Business Development
|
Michael D. Suder
|
|
President and Chief Executive Officer of Blackwater Midstream Corporation.
|
(a)
|
Mr. Bourdon was appointed to serve as Chairman of the Board, President and Chief Executive Officer effective December 10, 2015.
|
(b)
|
Mr. Bergstrom was compensated in 2015 through an agreement with HPIP, the majority owner of our General Partner. Accordingly, Mr. Bergstrom allocated time to HPIP and our General Partner on matters not related to the Partnership during 2015, none of which was considered compensation for services rendered in conjunction with his former role as Executive Chairman, President and Chief Executive Officer of the Partnership. Mr. Bergstrom retired in December 2015 from these positions but remains on the Board of Directors.
|
•
|
to create unitholder value through sustainable earnings and cash available for distribution;
|
•
|
to provide a significant percentage of total compensation that is "at-risk" or variable;
|
•
|
to encourage significant equity holdings to align the interests of executive officers and other key employees with those of unitholders;
|
•
|
to provide competitive, performance-based compensation programs that allow us to attract and retain superior talent; and
|
•
|
to develop a strong linkage between business performance, safety, environmental stewardship, cooperation and executive compensation.
|
Element
|
|
Characteristics
|
|
Purpose
|
Base Salaries
|
|
Fixed annual cash compensation. Executive officers are eligible for periodic increases in base salaries. Increases may be based on performance or such other factors as the Compensation Committee may determine.
|
|
Keep our annual compensation competitive with the defined market for skills and experience necessary to execute our business strategy.
|
Annual Incentive Bonuses
|
|
Performance-related annual cash incentives earned based on our objectives and individual performance of the executive officers. Increases or adjustments may be made based on both company and individual performance or such factors as the Compensation Committee may determine.
|
|
Align performance to our objectives that drive our business and reward executive officers for achieving our yearly performance objectives and for their individual contributions to these objectives during the fiscal year.
|
Equity-Based Awards (Phantom-units and Distribution Equivalent Rights)
|
|
Performance-related, equity-based awards granted at the discretion of the Compensation Committee. Awards are based on our performance and we expect that, going forward, and take into account competitive practices at peer companies. Grants typically consist of phantom units that vest ratably over four years and may be settled upon vesting with either a net cash payment or an issuance of Common Units, at the discretion of the Board. Distribution Equivalent Rights, or 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 the approval of the Board.
|
|
Align interests of executive officers with unitholders and motivate and reward executive officers to increase unitholder value over the long term. Ratable vesting over a four-year period is designed to facilitate retention of executive officers.
|
Retirement Plan
|
|
Qualified retirement plan benefits are available for our executive officers and all other regular full-time employees. At our formation, we adopted and are maintaining a tax-deferred or after-tax 401(k) plan in which all eligible employees can elect to defer compensation for retirement up to IRS imposed limits. The 401(k) plan permits us to make annual discretionary matching contributions to the plan. For 2015, we matched employee contributions to 401(k) plan accounts up to a maximum employer contribution of 5% of the employee's eligible compensation.
|
|
Provide our executive officers and other employees with the opportunity to save for their future retirement.
|
Health and Welfare Benefits
|
|
Health and welfare benefits (medical, dental, vision, disability insurance and life insurance) are available for our executive officers and all other regular full-time employees.
|
|
Provide benefits to meet the health and wellness needs of our executive officers, other employees and their families.
|
Name
|
|
Base Salary
at the end of 2015 |
Lynn L. Bourdon III (a)
|
|
$500,000
|
Stephen W. Bergstrom (b)
|
|
nm
|
Daniel C. Campbell
|
|
285,000
|
Matthew W. Rowland
|
|
285,000
|
Louis J. Dorey
|
|
275,520
|
Michael D. Suder
|
|
300,000
|
(a)
|
Mr. Bourdon was appointed to serve as Chairman of the Board, President and Chief Executive Officer effective December 10, 2015.
|
|
(b)
|
Mr. Bergstrom was compensated in 2015 through an agreement with HPIP, the majority owner of our General Partner. Accordingly, Mr. Bergstrom allocated time to HPIP and our General Partner on matters not related to the Partnership during 2015, none of which was considered compensation for services rendered in conjunction with his former role as Executive Chairman, President and Chief Executive Officer of the Partnership. Mr. Bergstrom retired in December 2015 from these positions but remains on the Board of Directors.
|
|
nm
|
Not meaningful
|
•
|
a subjective company performance evaluation based on company-wide financial performance including actual EBITDA versus budgeted EBITDA to assess company performance and adjusted as needed for new acquisitions and major capital expenditure programs in 2015;
|
•
|
a subjective individual performance evaluation for executive officers and other factors deemed relevant; and
|
•
|
the scope, level of expertise and experience required for the executive officer's position.
|
Name
|
|
2015 Base
Salary
|
|
2015
Target
Bonus
|
|
2015 Bonus Earned
|
||||
Lynn L. Bourdon III (a)
|
|
$500,000
|
|
$
|
—
|
|
|
$
|
—
|
|
Stephen W. Bergstrom (b)
|
|
nm
|
|
—
|
|
|
—
|
|
||
Daniel C. Campbell
|
|
285,000
|
|
213,750
|
|
|
130,000
|
|
||
Matthew W. Rowland
|
|
285,000
|
|
213,750
|
|
|
130,000
|
|
||
Louis J. Dorey
|
|
275,520
|
|
206,640
|
|
|
124,000
|
|
||
Michael D. Suder
|
|
300,000
|
|
225,000
|
|
|
200,000
|
|
(a)
|
Mr. Bourdon was appointed to serve as Chairman of the Board, President and Chief Executive Officer effective December 10, 2015.
|
(b)
|
Mr. Bergstrom was compensated in 2015 through an agreement with HPIP, the majority owner of our General Partner. Accordingly, Mr. Bergstrom allocated time to HPIP and our General Partner on matters not related to the Partnership during 2015, none of which was considered compensation for services rendered in conjunction with his former role as Executive Chairman, President and Chief Executive Officer of the Partnership. Mr. Bergstrom retired in December 2015 from these positions but remains on the Board of Directors.
|
•
|
financial performance for the prior fiscal year, including Adjusted EBITDA and distributable cash flow;
|
•
|
distribution performance for the prior fiscal year;
|
•
|
unitholder total return for the prior fiscal year; and
|
•
|
competitive compensation data of executive officers.
|
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Unit
Awards (a)
|
|
All Other
Compensation (d)
|
|
Total
Compensation
|
||||||||||
Lynn L. Bourdon III (b)
|
|
2015
|
|
$
|
32,692
|
|
|
$
|
—
|
|
|
$
|
1,501,952
|
|
|
$
|
—
|
|
|
$
|
1,534,644
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stephen W. Bergstrom (c)
|
|
2015
|
|
nm
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Former Executive Chairman, President and Chief Executive Officer
|
|
2014
|
|
nm
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
2013
|
|
nm
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Daniel C. Campbell
|
|
2015
|
|
295,962
|
|
|
28,000
|
|
|
591,549
|
|
|
—
|
|
|
915,511
|
|
|||||
Senior Vice President and Chief Financial Officer
|
|
2014
|
|
285,000
|
|
|
250,000
|
|
|
352,492
|
|
|
—
|
|
|
887,492
|
|
|||||
|
|
2013
|
|
235,000
|
|
|
132,000
|
|
|
213,230
|
|
|
—
|
|
|
580,230
|
|
|||||
Matthew W. Rowland
|
|
2015
|
|
295,962
|
|
|
28,000
|
|
|
412,041
|
|
|
—
|
|
|
736,003
|
|
|||||
Senior Vice President and Chief Operating Officer
|
|
2014
|
|
285,000
|
|
|
250,000
|
|
|
352,492
|
|
|
—
|
|
|
887,492
|
|
|||||
|
|
2013
|
|
122,577
|
|
|
—
|
|
|
527,000
|
|
|
—
|
|
|
649,577
|
|
|||||
Louis J. Dorey
|
|
2015
|
|
285,577
|
|
|
28,000
|
|
|
427,031
|
|
|
99,095
|
|
|
839,703
|
|
|||||
Senior Vice President of Business Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Michael D. Suder
|
|
2015
|
|
311,538
|
|
|
28,000
|
|
|
437,489
|
|
|
—
|
|
|
777,027
|
|
|||||
President and Chief Executive Officer of Blackwater Midstream
|
|
2014
|
|
304,423
|
|
|
40,625
|
|
|
—
|
|
|
—
|
|
|
345,048
|
|
|||||
|
|
2013
|
|
408,750
|
|
|
181,250
|
|
|
—
|
|
|
—
|
|
|
590,000
|
|
(a)
|
Amounts shown in this column do not reflect dollar amounts actually received by each of our named executive officers. Instead, these amounts reflect the aggregate grant date value of each phantom unit award granted in each of the three years ended December 31, 2015.
|
|
|
(b)
|
Mr. Bourdon was appointed to serve as Chairman of the Board, President and Chief Executive Officer effective December 10, 2015.
|
(c)
|
Mr. Bergstrom was compensated in 2015 through an agreement with HPIP, the majority owner of our General Partner. Accordingly, Mr. Bergstrom allocated time to HPIP and our General Partner on matters not related to the Partnership during 2015, none of which was considered compensation for services rendered in conjunction with his former role as Executive Chairman, President and Chief Executive Officer of the Partnership. Mr. Bergstrom retired in December 2015 from these positions but remains on the Board of Directors.
|
(d)
|
Represents relocation expenses.
|
|
|
Estimated Future Payouts
Under
Equity Incentive Plan
Awards
|
|
Grant
Date
Fair
Value
of Unit Awards
($)
|
||||||
Name
|
|
Threshold
#
|
|
Target
#
|
|
Maximum
# |
|
|||
Lynn L. Bourdon III
|
|
|
|
|
|
|
|
|
||
12/10/2015 Grant (b)
|
|
—
|
|
—
|
|
200,000
|
|
$
|
1,436,000
|
|
12/10/2015 Grant (c)
|
|
—
|
|
—
|
|
200,000
|
|
65,952
|
|
|
Stephen W. Bergstrom (d)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Daniel C. Campbell
|
|
|
|
|
|
|
|
|
||
02/23/2015 Grant
|
|
—
|
|
—
|
|
18,130
|
|
356,255
|
|
|
03/02/2015 Grant
|
|
—
|
|
—
|
|
13,256
|
|
235,294
|
|
|
Matthew W. Rowland
|
|
|
|
|
|
|
|
|
||
02/23/2015 Grant
|
|
—
|
|
—
|
|
14,504
|
|
285,004
|
|
|
03/02/2015 Grant
|
|
—
|
|
—
|
|
7,157
|
|
127,037
|
|
|
Louis J. Dorey
|
|
|
|
|
|
|
|
|
||
02/23/2015 Grant
|
|
—
|
|
—
|
|
13,995
|
|
275,002
|
|
|
03/02/2015 Grant
|
|
—
|
|
—
|
|
8,565
|
|
152,029
|
|
|
Michael D. Suder
|
|
|
|
|
|
|
|
|
||
02/23/2015 Grant
|
|
—
|
|
—
|
|
15,267
|
|
299,997
|
|
|
03/02/2015 Grant
|
|
—
|
|
—
|
|
7,746
|
|
137,492
|
|
(a)
|
Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date value of each phantom unit award granted in each of the three years ended December 31, 2015.
|
(b)
|
In conjunction with the execution of Mr. Bourdon’s employment agreement effective December 10, 2015, the Board approved a grant of 200,000 phantom units. The phantom units contain DERs based on the extent to which the Partnership’s Series A Preferred 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.
|
(c)
|
In conjunction with the execution of Mr. Bourdon’s employment agreement effective December 10, 2015, the Board approved an Option Grant to purchase 200,000 common units of the Partnership at an exercise price per unit equal to $7.50 under the LTIP. 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 15 of the calendar year following the calendar year in which it vests.
|
(d)
|
Mr. Bergstrom was compensated in 2015 through an agreement with HPIP, the majority owner of our General Partner. Accordingly, Mr. Bergstrom allocated time to HPIP and our General Partner on matters not related to the Partnership during 2015, none of which was considered compensation for services rendered in conjunction with his former role as Executive Chairman, President and Chief Executive Officer of the Partnership. Mr. Bergstrom retired in December 2015 from these positions but remains on the Board of Directors.
|
|
Unit Awards
|
|||||
Name
|
Number of Awards that Have Not Vested
|
|
Market Value of Awards that Have Not Vested (a)
|
|||
Lynn L. Bourdon III (b)
|
400,000
|
|
|
$
|
1,702,000
|
|
Stephen W. Bergstrom (c)
|
—
|
|
|
—
|
|
|
Daniel C. Campbell
|
29,266
|
|
|
236,762
|
|
|
Matthew W. Rowland
|
33,974
|
|
|
274,850
|
|
|
Louis J. Dorey
|
24,933
|
|
|
201,708
|
|
|
Michael D. Suder
|
24,745
|
|
|
200,187
|
|
(a)
|
The market value of phantom units that had not vested as of December 31, 2015, was calculated based on the fair market value of our Common Units as of December 31, 2015, which was $8.09, which was the closing price of our Common Units on December 31, 2015, multiplied by the number of unvested phantom units. The market value of the Option Grant that has not vested as of December 31, 2015 is $0.42. Please see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates - Equity-Based Awards" in the 2014 Annual Report.
|
(b)
|
In conjunction with the execution of Mr. Bourdon’s employment agreement effective December 10, 2015, the Board approved a grant of 200,000 phantom units and an Option Grant to purchase 200,000 Common Units of the Partnership at an exercise price per unit equal to $7.50 under the LTIP. The Phantom units contain DERs based on the extent to which the Partnership’s Series A Preferred 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 Option Grant will vest in one lump sum installment on January 1, 2019, subject to acceleration in certain circumstances, and will expire on March 15 of the calendar year following the calendar year in which it vests.
|
(c)
|
Mr. Bergstrom was compensated in 2015 through an agreement with HPIP, the majority owner of our General Partner. Accordingly, Mr. Bergstrom allocated time to HPIP and our General Partner on matters not related to the Partnership during 2015, none of which was considered compensation for services rendered in conjunction with his former role as Executive Chairman, President and Chief Executive Officer of the Partnership. Mr. Bergstrom retired in December 2015 from these positions but remains on the Board of Directors.
|
|
|
2015
|
|||||||||
Name
|
|
Number of Units
Acquired on Vesting |
|
Fair Market
Value per Unit
Upon Vesting
|
|
Value Realized
on Vesting (a)
|
|||||
Lynn L. Bourdon III (b)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stephen W. Bergstrom (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Daniel C. Campbell
|
|
|
|
|
|
|
|
||||
02/19/2015 vest
|
|
3,712
|
|
|
18.81
|
|
|
69,823
|
|
||
03/01/2015 vest
|
|
3,230
|
|
|
18.33
|
|
|
59,206
|
|
||
03/02/2015 vest
|
|
13,256
|
|
|
18.33
|
|
|
242,982
|
|
||
Matthew W. Rowland
|
|
|
|
|
|
|
|||||
02/19/2015 vest
|
|
3,712
|
|
|
18.81
|
|
|
69,823
|
|
||
03/02/2015 vest
|
|
7,157
|
|
|
18.33
|
|
|
131,188
|
|
||
08/22/2015 vest
|
|
8,333
|
|
|
13.43
|
|
|
111,912
|
|
||
Louis J. Dorey
|
|
|
|
|
|
|
|
||||
02/19/2015 vest
|
|
3,646
|
|
|
18.81
|
|
|
68,581
|
|
||
03/02/2015 vest
|
|
8,565
|
|
|
18.33
|
|
|
156,996
|
|
||
Michael D. Suder
|
|
|
|
|
|
|
|||||
02/19/2015 vest
|
|
3,159
|
|
|
18.81
|
|
|
59,421
|
|
||
03/02/2015 vest
|
|
7,746
|
|
|
18.33
|
|
|
141,984
|
|
(a)
|
The value realized upon vesting of phantom units is calculated based on the fair market value of our Common Units on the applicable vesting date.
|
(b)
|
Mr. Bourdon was appointed to serve as Chairman of the Board, President and Chief Executive Officer effective December 10, 2015.
|
(c)
|
Mr. Bergstrom was compensated in 2015 through an agreement with HPIP, the majority owner of our General Partner. Accordingly, Mr. Bergstrom allocated time to HPIP and our General Partner on matters not related to the Partnership during 2015, none of which was considered compensation for services rendered in conjunction with his former role as Executive Chairman, President and Chief Executive Officer of the Partnership. Mr. Bergstrom retired in December 2015 from these positions but remains on the Board of Directors.
|
•
|
“Cause” means Executive has (A) engaged in gross negligence in the performance of the duties required of him; (B) engaged in willful misconduct in the performance of the duties required of him resulting in a material detriment to our General Partner; (C) unlawfully used (including being under the influence of) or possessed illegal drugs on our General Partner’s (or any of its affiliate’s) premises or while performing his duties or responsibilities; (D) committed a material act of fraud or embezzlement against our General Partner, its affiliates, or any of their respective equityholders; (E) been convicted of (or pleaded guilty or no contest to) a felony, other than a non-injury vehicular offense, that could be reasonably expected to reflect unfavorably and materially on our General Partner; or (F) materially breached or violated any material provision of the agreement or violated any material provision of any material written company policy that has been previously provided or made available to Executive .
|
•
|
“Good Reason” means, in connection with or based upon a nonconsensual (A) material alteration in Executive’s responsibilities, duties, authority or titles or the assignment to Executive of duties or responsibilities inconsistent with Executive’s status and titles as the most senior officer of our General Partner; (B) assignment of Executive to a principal office located beyond a 30-mile radius of Executive’s then current work place; or (C) material breach by any party to the agreement other than Executive of any material provision of the agreement.
|
•
|
"Cause" is defined in each of the employment agreements as the executive having i) engaged in gross negligence, gross incompetence or willful misconduct in the performance of the duties required of him under the employment agreement, ii) refused without proper reason to perform the duties and responsibilities required of him under the employment agreement, iii) willfully engaged in conduct that is materially injurious to our General Partner or its affiliates including us (monetarily or otherwise), iv) committed an act of fraud, embezzlement or willful breach of fiduciary duty to our General Partner or an affiliate including us (including the unauthorized disclosure of confidential or proprietary material information of our General Partner or an affiliate including us) or v) been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony.
|
•
|
"Good Reason" is defined in each employment agreement as a termination by the executive in connection with or based upon: i) a material diminution in the executive's responsibilities, duties or authority, ii) a material diminution in the executive's base compensation, iii) assignment of the executive to a principal office located beyond a 50-mile radius of the executive's then current work place, or iv) a material breach by us of any material provision of the employment agreement.
|
a.
|
Conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony, involves fraud, dishonesty or moral turpitude or results in the imposition of a term of imprisonment;
|
b.
|
The occurrence of any of the following acts:
|
i.
|
Fraud, willful or intentional misconduct or gross negligence in connection with the business of the company or its affiliates;
|
ii.
|
Embezzlement or misappropriation of any funds of the company or its affiliates;
|
iii.
|
Alcohol or substance abuse that has impaired or could reasonably be expected to impair the ability of Mr. Suder to perform his duties to the company or its affiliates;
|
iv.
|
Failure to comply with the company’s policies or its affiliates’ policies in any material respect, including those regarding harassment or discrimination in employment; or
|
v.
|
Dishonesty or disloyalty that has adversely affected or could reasonably be expected to adversely affect the
|
c.
|
Excessive absenteeism, willful or persistent neglect of, or abandonment of his duties (other than due to illness or any other physical condition that could reasonably be expected to result in disability), which has not been cured after reasonable notice from our General Partner; or
|
d.
|
Material breach of any provision of the employment agreement.
|
|
|
|
|
Death or
|
|
Termination
Without
Cause, or
Upon
|
|
Resignation
for Good
|
|
Certain
Changes of
|
Name
|
|
Benefit Type
|
|
Disability(a)
|
|
Expiration(b)
|
|
Reason
|
|
Control (a)(c)
|
Lynn L. Bourdon III
|
|
Severance payment per employment agreement
|
|
None
|
|
$1,000,000
|
|
None
|
|
$1,000,000
|
|
|
Accelerated vesting of phantom unit awards per award agreement
|
|
$1,702,000
|
|
$1,702,000
|
|
None
|
|
$1,702,000
|
Daniel C. Campbell
|
|
Severance payment per employment agreement
|
|
None
|
|
$411,250
|
|
$411,250
|
|
$411,250
|
|
|
Accelerated vesting of phantom unit awards per award agreement
|
|
$236,762
|
|
None
|
|
None
|
|
$236,762
|
Matthew W. Rowland
|
|
Severance payment per employment agreement
|
|
None
|
|
$275,000
|
|
$275,000
|
|
None
|
|
|
Accelerated vesting of phantom unit awards per award agreement
|
|
$274,850
|
|
None
|
|
None
|
|
$274,850
|
Michael D. Suder
|
|
Severance payment per employment agreement
|
|
None
|
|
$300,000
|
|
None
|
|
None
|
|
|
Accelerated vesting of phantom unit awards per award agreement
|
|
None
|
|
None
|
|
None
|
|
None
|
(a)
|
The amounts shown in this column are calculated based on the fair market value of our Common Units which we have assumed were $8.09, which was the closing price of our Common Units on December 31, 2015, multiplied by the number of phantom units that would have vested as of December 31, 2015. The market value of the Option Grant that has not vested as of December 31, 2015 is $0.42.
|
(b)
|
In connection with a termination of the executive's employment upon expiration of the initial or extended term of the agreement by either party pursuant to the terms of the employment agreement, the Board may, in its discretion, release the executive from being subject to the non-competition covenant following termination of employment; however, in such case, the executive would not be entitled to receive the severance payment.
|
(c)
|
Pursuant to the amended phantom unit award agreements, accelerated vesting of phantom units would only occur under certain types of change of control transactions, as described under "— Amended Phantom Unit Grant Agreements" above.
|
•
|
a $50,000 annual cash retainer;
|
•
|
a $50,000 annual unit grant;
|
•
|
where applicable, a variable fee for service rendered as member of the Conflicts Committee to the Board; and
|
•
|
where applicable, a committee chair retainer of $10,000 for each committee chaired.
|
•
|
$1,000 for meetings attended in person;
|
•
|
where applicable, $500 for committee meetings attended in person; and
|
•
|
$500 for telephonic meetings and committee meetings greater than one hour in length.
|
|
|
Fees Earned or Paid in Cash
|
|
Unit
Awards (a)
|
|
All Other
Compensation
|
|
Total
Compensation
|
||||||||
John F. Erhard
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Donald R. Kendall Jr.
|
|
76,500
|
|
|
76,506
|
|
|
|
|
153,006
|
|
|||||
Daniel R. Revers
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Rose M. Robeson
|
|
86,750
|
|
|
76,761
|
|
|
|
|
163,511
|
|
|||||
Joseph W. Sutton
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Lucius H. Taylor
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gerald A. Tywoniuk
|
|
81,000
|
|
|
81,039
|
|
|
|
|
162,039
|
|
(a)
|
The amount reported in this column represents the aggregate grant date value of the unit award granted during 2015.
|
•
|
each person who is known to us to beneficially own 5% or more of such units to be outstanding;
|
•
|
our General Partner;
|
•
|
each of the directors and named executive officers of our General Partner; and
|
•
|
all of the directors and executive officers of our General Partner as a group.
|
Name of Beneficial Owner
|
|
Common
Units
Beneficially
Owned
|
|
Percentage
of
Common
Units
Beneficially
Owned
|
|
Preferred Series A Units
Beneficially
Owned
|
|
Percentage of
Total
Common and
Preferred Series A Units
Beneficially
Owned
|
||||
ArcLight Capital Partners, LLC (a)
|
|
3,597,980
|
|
|
*
|
|
|
9,499,370
|
|
|
33.9
|
%
|
High Point Infrastructure Partners, LLC (b)
|
|
1,349,609
|
|
|
*
|
|
|
6,650,214
|
|
|
22.6
|
%
|
Energy Spectrum Securities Corp (c)
|
|
5,353,915
|
|
|
17.3
|
%
|
|
—
|
|
|
*
|
|
Neuberger Berman Management, LLC (d)
|
|
3,310,194
|
|
|
10.7
|
%
|
|
—
|
|
|
*
|
|
Oppenheimer Funds, Inc. (e)
|
|
3,055,094
|
|
|
9.9
|
%
|
|
—
|
|
|
*
|
|
Lynn L. Bourdon (f)
|
|
84,021
|
|
|
*
|
|
|
—
|
|
|
*
|
|
Daniel C. Campbell (f)
|
|
26,673
|
|
|
*
|
|
|
—
|
|
|
*
|
|
William B. Mathews (f)
|
|
61,105
|
|
|
*
|
|
|
—
|
|
|
*
|
|
Michael D. Suder (f)
|
|
70,210
|
|
|
*
|
|
|
—
|
|
|
*
|
|
Louis J. Dorey (f)
|
|
11,879
|
|
|
*
|
|
|
—
|
|
|
*
|
|
Matthew W. Rowland (f)
|
|
23,312
|
|
|
*
|
|
|
—
|
|
|
*
|
|
Daniel R. Revers (a)(b)(f)
|
|
3,597,980
|
|
|
*
|
|
|
9,499,370
|
|
|
33.9
|
%
|
John F. Erhard (f)
|
|
—
|
|
|
*
|
|
|
—
|
|
|
*
|
|
Stephen W. Bergstrom (f)
|
|
44,208
|
|
|
*
|
|
|
—
|
|
|
*
|
|
Donald R. Kendall Jr. (f)
|
|
21,364
|
|
|
*
|
|
|
—
|
|
|
*
|
|
Rose M. Robeson (f)(g)
|
|
8,808
|
|
|
*
|
|
|
—
|
|
|
*
|
|
Joseph W. Sutton (f)
|
|
—
|
|
|
*
|
|
|
—
|
|
|
*
|
|
Lucius H. Taylor (f)
|
|
—
|
|
|
*
|
|
|
—
|
|
|
*
|
|
Gerald A. Tywoniuk (f)(h)
|
|
20,455
|
|
|
*
|
|
|
—
|
|
|
*
|
|
All directors and executive officers as a group (consisting of 14 persons)
|
|
3,970,015
|
|
|
12.9
|
%
|
|
9,449,370
|
|
|
34.8
|
%
|
*
|
An asterisk indicates that the person or entity owns less than one percent.
|
|
|
(a)
|
Includes 6,650,214 Series A Units held by HPIP, convertible into 7,299,687 Common Units, which are indirectly owned by Magnolia; 2,849,156 Series A Units held by Magnolia, convertible into 3,127,410 Common Units; 1,349,609 Common Units held by American Midstream GP, LLC, which is 95% owned by HPIP; 618,921 Common Units held by Magnolia; and 1,629,450 Common Units held by Busbar II, LLC (“Busbar”). ArcLight Capital Holdings, LLC (“ArcLight Holdings”) is the sole manager and members of ArcLight. ArcLight Holdings is the investment adviser to ArcLight Energy Partners Fund V, L.P. (“Fund V”) and ArcLight PEF GP V, LLC (“Fund GP”) is the general partner of Fund V. HPIP is controlled by Magnolia, which is in turn controlled by Fund V. Busbar is a wholly owned, direct subsidiary of Fund V (collectively, Busbar HPIP, Magnolia, Fund V, Fund GP, ArcLight Holdings and ArcLight are the “ArcLight Entities”). ArcLight is the manager of the general partner of Fund V. Mr. Revers is a manager of ArcLight Holdings and a managing partner of ArcLight and has certain voting and dispositive rights as a member of ArcLight’s investment committee. Fund V, through indirectly controlled subsidiaries, owns approximately 90% of the ownership interest in HPIP, which in turn owns 95% of our General Partner. As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Partnership held by HPIP and our General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. The address for this person or entity is 200 Claredon Street, 55th Floor, Boston, MA 02117.
|
|
|
(b)
|
Includes 6,650,214 Series A-1 Units held by American Midstream GP, LLC. The address for this person or entity is 200 Claredon Street, 55th Floor, Boston, MA 02117.
|
|
|
(c)
|
Energy Spectrum Securities Corporation (“ESSC”) owns 100% of the issued and outstanding membership interest of Energy Spectrum VI, LLC, a Texas limited liability company (“ESLLC”), which serves as the general partner of Energy Spectrum Capital VI LP, a Delaware limited partnership (“ESCLP”), which serves as the general partner of Energy Spectrum Partners VI LP, a Delaware limited partnership (“ESP” and together with ESSC, ESLLC, and ESCLP, the “Energy Spectrum Entities”). ESP is the record holder of the Common Units and has a direct pecuniary interest in such Common Units. ESSC, ESLLC, and ESCLP beneficially own the Common Units for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and have an indirect pecuniary interest in such Common Units. The address for this person or entity is 5956 Sherry Lane, Suite 900, Dallas, TX 75225. This information is based solely on information included in the Schedule 13D/A filed by the beneficial owner on February 22, 2016.
|
|
|
(d)
|
The address for this person or entity is 605 Third Avenue, New York, NY 10158. This information is based solely on information included in the Schedule 13G/A filed by the beneficial owner on February 9, 2016.
|
|
|
(e)
|
The address for this person or entity is Two World Financial Center, 225 Liberty Street, New York, NY 10281. This information is based solely on information included in the Schedule 13G filed by the beneficial owner on February 1, 2016.
|
|
|
(f)
|
The address for this person or entity is c/o American Midstream Partners, LP, 1400 16th Street, Suite 310, Denver, CO 80202.
|
|
|
(g)
|
Includes 8,808 Common Units held in The Rose M. Robeson Revocable Trust, for which Ms. Robeson is the trustee.
|
|
|
(h)
|
Includes 18,455 Common Units held in The Gerald Allen Tywoniuk Trust dated June 25, 2010, for which Mr. Tywoniuk is the trustee.
|
|
|
Years Ended
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in thousands)
|
||||||
Audit fees (a)
|
|
$
|
1,308
|
|
|
$
|
1,803
|
|
Audit related fees (b)
|
|
24
|
|
|
—
|
|
||
Tax fees (c)
|
|
325
|
|
|
573
|
|
||
All other fees (d)
|
|
—
|
|
|
—
|
|
||
|
|
$
|
1,657
|
|
|
$
|
2,376
|
|
(a)
|
Audit fees primarily represent professional services rendered in connection with the i) audits of our annual financial statements for the fiscal years
2015
and
2014
, ii) quarterly reviews of our financial statements included in Forms 10-Q, iii) the audits of our FERC regulated assets for the fiscal years
2015
and
2014
, and iv) those services normally provided in connection with the issuance of consents and other services related to SEC matters.
|
(b)
|
Audit-related fees represent amounts we were billed in each of the years presented for assurance and related services that are reasonably related to the performance of the annual audit or quarterly reviews of our financial statements and are not under audit fees.
|
(c)
|
Tax fees represent amounts we were billed in each of the years presented for professional services rendered in connection with tax compliance, tax advice and tax planning. This category primarily includes services relating to the preparation of unitholder K-1 statements as well as partnership tax compliance and tax planning.
|
(d)
|
All other fees represent amounts we were billed in each of the years presented for services not classifiable under the categories listed in the table above. No such services were rendered by PricewaterhouseCoopers LLP during the last two years.
|
1.1
|
|
ATM Equity Offering Sales Agreement by and among Merrill Lynch, Pierce, Fenner & Smith, Inc., SunTrust Robinson Humphrey, Inc., American Midstream Partners, L.P., American Midstream GP, LLC and American Midstream, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on October 10, 2015 [File No. 001-35257])
|
|
|
|
2.1
|
|
Purchase and Sale Agreement by and between Toga Offshore, LLC and American Midstream Delta House, LLC, dated August 10, 2015 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on August 12, 2015 [File No. 001-35257])
|
|
|
|
2.2
|
|
Purchase and Sale Agreement, dated October 13, 2014, by and among American Midstream, LLC, Energy Spectrum Partners VI LP and Costar Midstream Energy, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed October 15, 2014 [File No. 001-35257]).
|
|
|
|
3.1
|
|
Certificate of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP, Form S-1 filed March 31, 2011 [File No. 333-173191])
|
|
|
|
3.2
|
|
Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP, Form 8-K filed August 15, 2013 [File No 001-35257])
|
|
|
|
3.3
|
|
First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP, Form 8-K filed November 1, 2013 [File No. 001-35257])
|
|
|
|
3.4
|
|
Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP. (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP, Form 8-K filed February 4, 2014 [File No. 001-35257])
|
|
|
|
3.5
|
|
Amendment No. 3 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated January 31, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed August 6, 2014 [File No. 001-35257])
|
|
|
|
3.6
|
|
Amendment No. 4 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated March 30, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed March 31, 2015 [File No. 001-35257])
|
|
|
|
3.7
|
|
Amendment No. 5 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated July 27, 2015 (incorporated by reference Exhibit 3.1 to the Current Report on Form 8-K filed on July 28, 2015 [File No. 001-35257])
|
|
|
|
3.8
|
|
Amendment No. 6 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, L.P., dated September 9, 2015 (incorporated by reference to Exhibit 3.1 the Current Report on Form 8-K filed on November 9, 2015 [File No. 001-35257])
|
|
|
|
3.9
|
|
Certificate of Formation of American Midstream GP, LLC (incorporated by reference to Exhibit 3.4 to American Midstream Partners, LP, Form S-1 filed March 31, 2011 [File No. 333-173191])
|
|
|
|
3.10
|
|
Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (incorporated by reference to Exhibit 3.2 to American Midstream Partners, LP Form 8-K filed April 19, 2013 [File No. 000-35257])
|
|
|
|
3.11
|
|
Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (incorporated by reference to Exhibit 3.1 to American Midstream Partners, LP Form 8-K filed February 10, 2014 [File No.001-35257])
|
|
|
|
3.12
|
|
Amendment No. 2 to Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated August 7, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 12, 2015 [File No. 001-35257])
|
|
|
|
3.13
|
|
Amendment No. 3 to Second Limited Liability Company Agreement of American Midstream GP, LLC, dated November 3, 2015 (incorporated by reference Exhibit 3.2 to the Current Report on Form 8-K filed on November 9, 2015 [File No. 001-35257])
|
|
|
|
4.1
|
|
Securities Agreement, dated October 13, 2014, by and among American Midstream Partners, LP, Energy Spectrum Partners VI LP and Costar Midstream Energy, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed October 15, 2014 [File No. 001-35257])
|
|
|
|
10.1
|
|
Amended and Restated Credit Agreement, dated as of September 5, 2014, by and among American Midstream Partners, LP, American Midstream, LLC, Blackwater Investments, Inc., Bank of America, N.A., Wells Fargo Bank, National Association, BBVA Compass, Capital One National Association, Citicorp North America, Inc., Comerica Bank, SunTrust Bank, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and the lenders party thereto. (incorporated by reference to Exhibit 10.1 to American Midstream Partners, LP, Form 8-K filed September 10, 2014 [File No. 001-35257])
|
|
|
|
10.2
|
|
Third Amended and Restated American Midstream GP, LLC Long-Term Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on January 11, 2016 (File No. 001-35257
|
|
|
|
10.3
|
|
Form of American Midstream Partners, LP Long-Term Incentive Plan Grant of Phantom Units (incorporated by reference to Exhibit 10.8 to American Midstream Partners, LP, Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
10.4
|
|
Gas Processing Agreement between American Midstream (Louisiana Intrastate), LLC, and Enterprise Gas Processing, LLC, dated June 1, 2011 (incorporated by reference to Exhibit 10.9 to American Midstream Partners, LP Form S-1/A filed July 15, 2011 [File No. 333-173191])
|
|
|
|
10.5
|
|
Firm Gas Gathering Agreement Between American Midstream (Seacrest) LP, and Contango Resources Company (incorporated by reference to Exhibit 10.10 to American Midstream Partners, LP, Form S-1/A filed June 2, 2011 [File No. 333-173191])
|
10.6
|
|
Amendment to Firm Gas Gathering Agreement between American Midstream Offshore (Seacrest) LP (formerly Enbridge Offshore Pipelines [Seacrest[ L.P.), and Contango Operators, Inc. (formerly Contango Resources Company) dated as of August 1, 2008 (incorporated by reference to Exhibit 10.11 to American Midstream Partners, LP, Form S-1/A filed June 2, 2011 [File No. 333-173191])
|
|
|
10.7
|
|
Base Contract for Sale and Purchase of Natural Gas Between Exxon Gas & Power Marketing Company and Mid Louisiana Gas Transmission, LLC (incorporated by reference to Exhibit 10.12 to American Midstream Partners, LP, Form S-1/A filed June 2, 2011 [File No. 333-173191])
|
|
|
|
10.8
|
|
Gas Processing Agreement Between American Midstream (Mississippi) LLC and Venture Oil and Gas, Inc. (incorporated by reference to Exhibit 10.13 to American Midstream Partners, LP, Form S-1/A filed June 2, 2011 [File No. 333-173191])
|
|
|
|
10.9
|
|
Gas Transportation Contract between Midcoast Interstate Transmission, Inc. and City of Decatur Utilities (incorporated by reference to Exhibit 10.14 to American Midstream Partners, LP, Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
10.10
|
|
Amendment No. 1 to Gas Transportation Contract between Enbridge Pipelines (AlaTenn) Inc. and the City of Decatur, Alabama (incorporated by reference to Exhibit 10.15 to American Midstream Partners, LP, Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
10.11
|
|
Natural Gas Pipeline Construction and Transportation Agreement between Bamagas Company and Calpine Energy Services, L.P. (incorporated by reference to Exhibit 10.16 to American Midstream Partners, LP Form S-1/A filed June 9, 2011 (File No. 333-173191))
|
|
|
|
10.12
|
|
First Amendment to Natural Gas Pipeline Construction and Transportation Agreement dated June 28, 2000 between Bamagas Company and Calpine Energy Services, L.P. (incorporated by reference to Exhibit 10.17 to American Midstream Partners, LP, Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
10.13
|
|
Natural Gas Pipeline Transportation Agreement between Bamagas Company and Calpine Energy Services, L.P. (incorporated by reference to Exhibit 10.18 to American Midstream Partners, LP, Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
10.14
|
|
First Amendment to Natural Gas Pipeline Transportation Agreement dated June 28, 2000 between Bamagas Company and Calpine Energy Services, L.P. (incorporated by reference to Exhibit 10.19 to American Midstream Partners, LP, Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
10.15
|
|
Gas Transport Contract between Enbridge Pipelines (AlaTenn), L.L.C., and the City of Huntsville (incorporated by reference to Exhibit 10.20 to American Midstream Partners, LP, Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
10.16
|
|
Service Agreement between Enbridge Pipelines (Midla), L.L.C., and Enbridge Marketing (US), LP, dated September 1, 2008 (incorporated by reference to Exhibit 10.21 to American Midstream Partners, LP, Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
10.17
|
|
Service Agreement between Enbridge Pipelines (Midla), L.L.C., and Enbridge Marketing (US), LP, dated September 1, 2008 (incorporated by reference to Exhibit 10.22 to American Midstream Partners, LP, Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
10.18
|
|
Gas Processing Agreement TOCA Gas Processing Plant between American Midstream, LLC, and Enterprise Gas Processing, LLC, dated July 1, 2010 (incorporated by reference to Exhibit 10.23 to American Midstream Partners, LP Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
10.19
|
|
Gas Processing Agreement TOCA Gas Processing Plant between American Midstream, LLC, and Enterprise Gas Processing, LLC, dated November 1, 2010 (incorporated by reference to Exhibit 10.24 to American Midstream Partners, LP, Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
12.20
|
|
Gas Processing Agreement TOCA Gas Processing Plant between American Midstream, LLC, and Enterprise Gas Processing, LLC, dated April 1, 2011 (incorporated by reference to Exhibit 10.25 to American Midstream Partners, LP, Form S-1/A filed June 30, 2011 [File No. 333-173191])
|
|
|
10.21+
|
|
Form of Amendment of Grant of Phantom Units Under the American Midstream Partners, LP, Long-Term Incentive Plan (incorporated by reference to Exhibit 10.28 to American Midstream Partners, LP, Form S-1/A filed June 9, 2011 [File No. 333-173191])
|
|
|
|
10.22+
|
|
Employment Agreement by and between American Midstream GP, LLC, and Daniel C. Campbell (incorporated by reference to Exhibit 10.1 to American Midstream Partners, LP, Form 8-K filed April 16, 2012 [File No. 001-35257]).
|
|
|
|
10.23
|
|
Purchase and Sale Agreement, dated May 25, 2012, by and between Quantum Resources A1, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC, collectively as Seller and Quantum Resources Management, LLC, and American Midstream Chatom Unit 1, LLC, American Midstream Chatom Unit 2, LLC, collectively as Buyer (incorporated by reference to Exhibit 10.3 to American Midstream Partners, LP, Amendment No. 1 to Form 10-Q filed November 13, 2012 [File No. 001-35257]).
|
|
|
|
10.24
|
|
Contribution Agreement by and between High Point Infrastructure Partners, LLC, and American Midstream Partners, LP, dated April 15, 2013 (incorporated by reference to Exhibit 10.1 to American Midstream Partners, LP, Form 8-K filed April 19, 2013 [File No. 001-35257])
|
|
|
|
10.25
|
|
Equity Restructuring Agreement by and among American Midstream Partners, LP, American Midstream GP, LLC, and High Point Infrastructure Partners, LLC, dated August 9, 2013 (incorporated by reference to Exhibit 10.1 to American Midstream Partners, LP, Form 8-K filed August 15, 2013 [File No. 001-35257])
|
|
|
|
10.26+
|
|
Employment Agreement between Matthew W. Rowland and American Midstream GP, LLC, dated August 22, 2013 (incorporated by reference to Exhibit 10.1 to American Midstream Partners, LP, Form 8-K filed August 28, 2013 [File No. 001-35257])
|
|
|
|
10.27
|
|
Series B PIK Unit Purchase Agreement by and among American Midstream Partners, LP, American Midstream GP, LLC, and High Point Infrastructure Partners, LLC, dated January 22, 2014 (incorporated by reference to Exhibit 10.1 to American Midstream Partners, LP, Form 8-K filed January 22, 2014 [File No. 001-35257])
|
|
|
|
10.28
|
|
First Amendment to Series B PIK Unit Purchase Agreement by and among American Midstream Partners, LP, American Midstream GP, LLC, and High Point Infrastructure Partners, LLC, dated January 22, 2014 (incorporated by reference to Exhibit 10.2 to American Midstream Partners, LP, Form 8-K filed February 4, 2014 [File No. 001-35257])
|
|
|
|
10.29
|
|
Construction and Field Gathering Agreement by and between HPIP Lavaca, LLC, and Penn Virginia Oil & Gas, L.P., dated January 31, 2014 (incorporated by reference to Exhibit 10.1 to American Midstream Partners, LP, Form 8-K filed February 4, 2014 [File No. 001-35257])
|
|
|
|
10.30
|
|
Change of Control Severance Agreement, dated June 5, 2014, by and between American Midstream GP, LLC and Tom L. Brock (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 11, 2014 [File No. 001-35257])
|
|
|
|
10.31
|
|
Common Unit Purchase Agreement, dated July 14, 2014, by and among American Midstream Partners, LP and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed Jul 15, 2014 [File No. 001-35257])
|
|
|
|
10.32
|
|
Waiver of Condition and First Amendment to Common Unit Purchase Agreement, dated August 15, 2014 by
and among American Midstream Partners, LP and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 20, 2014 [File No. 001-35257])
|
|
|
|
10.33
|
|
Amended and Restated Credit Agreement, dated as of September 5, 2014, by and among American Midstream Partners, LP, American Midstream, LLC, Blackwater Investments, Inc., Bank of America, N.A., Wells Fargo Bank, National Association, BBVA Compass, Capital One National Association, Citicorp North America, Inc., Comerica Bank, SunTrust Bank, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 10, 2014 [File No. 001-35257])
|
|
|
|
10.34
|
|
Series A-2 Convertible Preferred Unit Purchase Agreement by and between American Midstream Partners and L.P. and Magnolia Infrastructure Partners, LLC, dated March 30, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 31, 2015 [File No. 001-35257])
|
|
|
|
10.35
|
|
Second Series A-2 Convertible Preferred Unit Purchase Agreement by and between American Midstream Partners, L.P. and Magnolia Infrastructure Partners, LLC, dated June 30, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 2, 2015 [File No. 001-35257])
|
|
|
|
10.36
|
|
First Amendment and Incremental Commitment Agreement by and among American Midstream, LLC, Blackwater Investments, Inc., American Midstream Partners, L.P., Bank of America, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to the Current Report on Form 8-K filed on September 21, 2015 [File No. 001-35257])
|
|
|
|
10.37+*
|
|
Employment Agreement by and between American Midstream GP, LLC and Michael D. Suder dated October 9, 2012
|
|
|
|
10.38+
|
|
Employment Agreement by and between American Midstream GP, LLC and Lynn L. Bourdon III, dated December 10, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 14, 2015 [File No. 001-35257])
|
|
|
|
10.39+
|
|
Phantom Unit Award Agreement by and between American Midstream GP, LLC and Lynn L. Bourdon III, dated December 10, 2015 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 14, 2015 [File No. 001-35257])
|
|
|
|
10.40+
|
|
Unit Purchase Option Grant Agreement by and between American Midstream GP, LLC and Lynn L. Bourdon III, dated December 10, 2015 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 14, 2015 [File No. 001-35257])
|
|
|
|
10.41+
|
|
First Amendment to Employment Agreement by and between American Midstream GP, LLC and Michael D. Suder dated November 4, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 9, 2015 [File No. 001-35257])
|
|
|
|
10.42+*
|
|
Second Amendment to Employment Agreement by and between American Midstream GP, LLC and Michael D. Suder dated March 7, 2016
|
|
|
|
21.1*
|
|
American Midstream Partners, LP, List of Subsidiaries
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
23.2*
|
|
Consent of Independent Auditor - BDO USA, LLP
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
99.1*
|
|
2015 Pinto Offshore Holdings, LLC Financial Statements
|
|
|
|
99.2*
|
|
2015 Delta House FPS LLC Financial Statements
|
|
|
|
99.3*
|
|
2015 Delta House Oil and Gas Lateral LLC Financial Statements
|
|
|
|
**101.INS
|
|
XBRL Instance Document
|
|
|
|
**101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
**101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
**101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
**101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
**101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
+
|
Management contract or compensatory plan arrangement.
|
**
|
Submitted electronically herewith.
|
|
|
|
American Midstream Partners, LP
|
||
(Registrant)
|
||
|
|
|
By:
|
|
/s/ Daniel C. Campbell
|
|
|
|
|
|
Daniel C. Campbell
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Signatures
|
|
Title
|
|
|
|
/s/ Lynn L. Bourdon III
|
|
Chairman, President and Chief Executive Officer of American Midstream Partners, LP (Principal Executive Officer)
|
Lynn L. Bourdon III
|
|
|
|
|
|
/s/ Daniel C. Campbell
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
Daniel C. Campbell
|
|
|
|
|
|
/s/ Tom L. Brock
|
|
Vice President, Chief Accounting Officer and Corporate Controller of American Midstream Partners, LP (Principal Accounting Officer)
|
Tom L. Brock
|
|
|
|
|
|
/s/ Stephen W. Bergstrom
|
|
Director, American Midstream GP, LLC
|
Stephen W. Bergstrom
|
|
|
|
|
|
/s/ John F. Erhard
|
|
Director, American Midstream GP, LLC
|
John F. Erhard
|
|
|
|
|
|
/s/ Donald R. Kendall Jr.
|
|
Director, American Midstream GP, LLC
|
Donald R. Kendall Jr.
|
|
|
|
|
|
/s/ Daniel R. Revers
|
|
Director, American Midstream GP, LLC
|
Daniel R. Revers
|
|
|
|
|
|
/s/ Rose M. Robeson
|
|
Director, American Midstream GP, LLC
|
Rose M. Robeson
|
|
|
|
|
|
/s/ Joseph W. Sutton
|
|
Director, American Midstream GP, LLC
|
Joseph W. Sutton
|
|
|
|
|
|
/s/ Lucius H. Taylor
|
|
Director, American Midstream GP, LLC
|
Lucius H. Taylor
|
|
|
|
|
|
/s/ Gerald A. Tywoniuk
|
|
Director, American Midstream GP, LLC
|
Gerald A. Tywoniuk
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
|
|
Consolidated Balance Sheets as of December 31, 2015 and 2014
|
F-2
|
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013
|
F-3
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2015, 2014 and 2013
|
F-4
|
|
|
Consolidated Statements of Changes in Partners' Capital and Noncontrolling Interest for the Years Ended December 31, 2015, 2014 and 2013
|
F-5
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013
|
F-6
|
|
|
Notes to Consolidated Financial Statements
|
F-8
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
499
|
|
Accounts receivable
|
|
3,181
|
|
|
4,924
|
|
||
Unbilled revenue
|
|
15,559
|
|
|
24,619
|
|
||
Risk management assets
|
|
365
|
|
|
688
|
|
||
Other current assets
|
|
10,094
|
|
|
15,554
|
|
||
Total current assets
|
|
29,199
|
|
|
46,284
|
|
||
Property, plant and equipment, net
|
|
648,013
|
|
|
582,182
|
|
||
Goodwill
|
|
16,262
|
|
|
142,236
|
|
||
Intangible assets, net
|
|
100,965
|
|
|
106,306
|
|
||
Investment in unconsolidated affiliates
|
|
82,301
|
|
|
22,252
|
|
||
Other assets, net
|
|
14,556
|
|
|
14,298
|
|
||
Total assets
|
|
$
|
891,296
|
|
|
$
|
913,558
|
|
Liabilities and Partners' Capital
|
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
4,667
|
|
|
$
|
20,326
|
|
Accrued gas purchases
|
|
7,281
|
|
|
14,326
|
|
||
Accrued expenses and other current liabilities
|
|
25,035
|
|
|
25,800
|
|
||
Current portion of long-term debt
|
|
2,338
|
|
|
2,908
|
|
||
Risk management liabilities
|
|
—
|
|
|
215
|
|
||
Total current liabilities
|
|
39,321
|
|
|
63,575
|
|
||
Asset retirement obligations
|
|
28,549
|
|
|
34,645
|
|
||
Other liabilities
|
|
1,001
|
|
|
126
|
|
||
Long-term debt
|
|
525,100
|
|
|
372,950
|
|
||
Deferred tax liability
|
|
5,826
|
|
|
5,113
|
|
||
Total liabilities
|
|
599,797
|
|
|
476,409
|
|
||
Commitments and contingencies (see Note 19)
|
|
|
|
|
|
|
||
Convertible preferred units
|
|
|
|
|
|
|
||
Series A convertible preferred units (9,210 thousand and 5,745 thousand units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively)
|
|
169,712
|
|
|
107,965
|
|
||
Equity and partners' capital
|
|
|
|
|
||||
General Partner Interest (536 thousand and 392 thousand units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively)
|
|
(104,853
|
)
|
|
(2,450
|
)
|
||
Limited Partner Interests (30,427 thousand and 22,670 thousand units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively)
|
|
188,477
|
|
|
294,695
|
|
||
Series B convertible units (1,350 thousand and 1,255 thousand units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively)
|
|
33,593
|
|
|
32,220
|
|
||
Accumulated other comprehensive income (loss)
|
|
40
|
|
|
2
|
|
||
Total partners' capital
|
|
117,257
|
|
|
324,467
|
|
||
Noncontrolling interests
|
|
4,530
|
|
|
4,717
|
|
||
Total equity and partners' capital
|
|
121,787
|
|
|
329,184
|
|
||
Total liabilities, equity and partners' capital
|
|
$
|
891,296
|
|
|
$
|
913,558
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
|
$
|
235,034
|
|
|
$
|
307,309
|
|
|
$
|
294,051
|
|
Gain (loss) on commodity derivatives, net
|
|
1,324
|
|
|
1,091
|
|
|
28
|
|
|||
Total revenue
|
|
236,358
|
|
|
308,400
|
|
|
294,079
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Purchases of natural gas, NGLs and condensate
|
|
105,883
|
|
|
197,952
|
|
|
215,053
|
|
|||
Direct operating expenses
|
|
59,549
|
|
|
45,702
|
|
|
32,236
|
|
|||
Selling, general and administrative expenses
|
|
27,232
|
|
|
23,103
|
|
|
19,079
|
|
|||
Equity compensation expense
|
|
3,774
|
|
|
1,536
|
|
|
2,094
|
|
|||
Depreciation, amortization and accretion expense
|
|
38,014
|
|
|
28,832
|
|
|
30,002
|
|
|||
Total operating expenses
|
|
234,452
|
|
|
297,125
|
|
|
298,464
|
|
|||
Gain (loss) on involuntary conversion of property, plant and equipment
|
|
—
|
|
|
—
|
|
|
343
|
|
|||
Gain (loss) on sale of assets, net
|
|
(3,011
|
)
|
|
(122
|
)
|
|
—
|
|
|||
Loss on impairment of property, plant and equipment
|
|
—
|
|
|
(99,892
|
)
|
|
(18,155
|
)
|
|||
Loss on impairment of goodwill
|
|
(118,592
|
)
|
|
—
|
|
|
—
|
|
|||
Operating income (loss)
|
|
(119,697
|
)
|
|
(88,739
|
)
|
|
(22,197
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(14,745
|
)
|
|
(7,577
|
)
|
|
(9,291
|
)
|
|||
Other income (expense)
|
|
—
|
|
|
(670
|
)
|
|
—
|
|
|||
Earnings in unconsolidated affiliates
|
|
8,201
|
|
|
348
|
|
|
—
|
|
|||
Net income (loss) before income tax (expense) benefit
|
|
(126,241
|
)
|
|
(96,638
|
)
|
|
(31,488
|
)
|
|||
Income tax (expense) benefit
|
|
(1,134
|
)
|
|
(557
|
)
|
|
495
|
|
|||
Net income (loss) from continuing operations
|
|
(127,375
|
)
|
|
(97,195
|
)
|
|
(30,993
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
|
(80
|
)
|
|
(611
|
)
|
|
(2,413
|
)
|
|||
Net income (loss)
|
|
(127,455
|
)
|
|
(97,806
|
)
|
|
(33,406
|
)
|
|||
Net income (loss) attributable to noncontrolling interests
|
|
25
|
|
|
214
|
|
|
633
|
|
|||
Net income (loss) attributable to the Partnership
|
|
$
|
(127,480
|
)
|
|
$
|
(98,020
|
)
|
|
$
|
(34,039
|
)
|
|
|
|
|
|
|
|
||||||
General Partner's Interest in net income (loss)
|
|
$
|
(1,645
|
)
|
|
$
|
(1,279
|
)
|
|
$
|
(1,405
|
)
|
Limited Partners' Interest in net income (loss)
|
|
$
|
(125,835
|
)
|
|
$
|
(96,741
|
)
|
|
$
|
(32,634
|
)
|
|
|
|
|
|
|
|
||||||
Distribution declared per common unit (a)
|
|
$
|
1.89
|
|
|
$
|
1.85
|
|
|
$
|
1.75
|
|
Limited Partners' net income (loss) per common unit (See Note 3 and Note 15):
|
|
|
|
|||||||||
Basic and diluted:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(6.00
|
)
|
|
$
|
(8.54
|
)
|
|
$
|
(7.15
|
)
|
Income (loss) from discontinued operations
|
|
—
|
|
|
(0.04
|
)
|
|
(0.27
|
)
|
|||
Net income (loss)
|
|
$
|
(6.00
|
)
|
|
$
|
(8.58
|
)
|
|
$
|
(7.42
|
)
|
Weighted average number of common units outstanding:
|
|
|
|
|||||||||
Basic and diluted
|
|
24,983
|
|
|
13,472
|
|
|
7,525
|
|
(a)
|
Declared and paid during the years ended
December 31, 2015
,
2014
and
2013
.
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
(127,455
|
)
|
|
$
|
(97,806
|
)
|
|
$
|
(33,406
|
)
|
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
|
38
|
|
|
(102
|
)
|
|
(247
|
)
|
|||
Comprehensive income (loss)
|
$
|
(127,417
|
)
|
|
$
|
(97,908
|
)
|
|
$
|
(33,653
|
)
|
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
25
|
|
|
$
|
214
|
|
|
$
|
633
|
|
|
Comprehensive income (loss) attributable to Partnership
|
$
|
(127,442
|
)
|
|
$
|
(98,122
|
)
|
|
$
|
(34,286
|
)
|
|
|
General Partner Interest
|
|
Limited
Partner
Interests
|
|
Series B Convertible Units
|
|
Accumulated
Other
Comprehensive
Income (loss)
|
|
Total Partners' Capital
|
|
Non controlling Interests
|
||||||||||||
Balances at December 31, 2012
|
|
$
|
548
|
|
|
$
|
79,266
|
|
|
$
|
—
|
|
|
$
|
351
|
|
|
$
|
80,165
|
|
|
$
|
7,438
|
|
Net income (loss)
|
|
(1,405
|
)
|
|
(32,634
|
)
|
|
—
|
|
|
—
|
|
|
(34,039
|
)
|
|
633
|
|
||||||
Issuance of common units, net of offering costs
|
|
—
|
|
|
54,853
|
|
|
—
|
|
|
—
|
|
|
54,853
|
|
|
—
|
|
||||||
Unitholder contributions
|
|
12,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,500
|
|
|
—
|
|
||||||
Unitholder distributions
|
|
(623
|
)
|
|
(21,628
|
)
|
|
—
|
|
|
—
|
|
|
(22,251
|
)
|
|
—
|
|
||||||
Unitholder distribution for acquisition of Blackwater
|
|
(30,702
|
)
|
|
3,052
|
|
|
—
|
|
|
—
|
|
|
(27,650
|
)
|
|
—
|
|
||||||
Unitholder contribution of Blackwater net assets
|
|
22,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,696
|
|
|
—
|
|
||||||
Fair value of Series A Units in excess of High Point System net assets received
|
|
(312
|
)
|
|
(15,300
|
)
|
|
—
|
|
|
—
|
|
|
(15,612
|
)
|
|
—
|
|
||||||
Net distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(661
|
)
|
||||||
Acquisition of noncontrolling interests
|
|
37
|
|
|
1,993
|
|
|
—
|
|
|
—
|
|
|
2,030
|
|
|
(2,782
|
)
|
||||||
LTIP vesting
|
|
(2,067
|
)
|
|
2,067
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax netting repurchase
|
|
—
|
|
|
(630
|
)
|
|
—
|
|
|
—
|
|
|
(630
|
)
|
|
—
|
|
||||||
Equity compensation expense
|
|
2,024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,024
|
|
|
—
|
|
||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(247
|
)
|
|
(247
|
)
|
|
—
|
|
||||||
Balances at December 31, 2013
|
|
$
|
2,696
|
|
|
$
|
71,039
|
|
|
$
|
—
|
|
|
$
|
104
|
|
|
$
|
73,839
|
|
|
$
|
4,628
|
|
Net income (loss)
|
|
(1,279
|
)
|
|
(96,741
|
)
|
|
—
|
|
|
—
|
|
|
(98,020
|
)
|
|
214
|
|
||||||
Issuance of common units, net of offering costs
|
|
—
|
|
|
351,551
|
|
|
—
|
|
|
—
|
|
|
351,551
|
|
|
—
|
|
||||||
Issuance of Series B Units
|
|
—
|
|
|
—
|
|
|
32,220
|
|
|
—
|
|
|
32,220
|
|
|
—
|
|
||||||
Unitholder contributions
|
|
5,678
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,678
|
|
|
—
|
|
||||||
Unitholder distributions
|
|
(2,913
|
)
|
|
(39,150
|
)
|
|
—
|
|
|
—
|
|
|
(42,063
|
)
|
|
—
|
|
||||||
Issuance and exercise of warrants
|
|
(7,164
|
)
|
|
7,164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(314
|
)
|
||||||
Acquisition of noncontrolling interests
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
189
|
|
||||||
LTIP vesting
|
|
(824
|
)
|
|
1,067
|
|
|
—
|
|
|
—
|
|
|
243
|
|
|
—
|
|
||||||
Tax netting repurchase
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
||||||
Equity compensation expense
|
|
1,356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,356
|
|
|
—
|
|
||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
(102
|
)
|
|
—
|
|
||||||
Balances at December 31, 2014
|
|
$
|
(2,450
|
)
|
|
$
|
294,695
|
|
|
$
|
32,220
|
|
|
$
|
2
|
|
|
$
|
324,467
|
|
|
$
|
4,717
|
|
Net income (loss)
|
|
(1,645
|
)
|
|
(125,835
|
)
|
|
—
|
|
|
—
|
|
|
(127,480
|
)
|
|
25
|
|
||||||
Issuance of common units, net of offering costs
|
|
—
|
|
|
82,421
|
|
|
—
|
|
|
—
|
|
|
82,421
|
|
|
—
|
|
||||||
Issuance of Series B Units
|
|
—
|
|
|
—
|
|
|
1,373
|
|
|
—
|
|
|
1,373
|
|
|
—
|
|
||||||
Unitholder contributions
|
|
1,996
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,996
|
|
|
—
|
|
||||||
Unitholder distributions
|
|
(7,023
|
)
|
|
(64,714
|
)
|
|
—
|
|
|
—
|
|
|
(71,737
|
)
|
|
—
|
|
||||||
Unitholder distributions for Delta House
|
|
(96,297
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96,297
|
)
|
|
—
|
|
||||||
Net distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
||||||
Acquisition of noncontrolling interests
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(172
|
)
|
||||||
LTIP vesting
|
|
(2,490
|
)
|
|
2,686
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
||||||
Tax netting repurchase
|
|
—
|
|
|
(756
|
)
|
|
—
|
|
|
—
|
|
|
(756
|
)
|
|
—
|
|
||||||
Equity compensation expense
|
|
3,056
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,056
|
|
|
—
|
|
||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
38
|
|
|
—
|
|
||||||
Balances at December 31, 2015
|
|
$
|
(104,853
|
)
|
|
$
|
188,477
|
|
|
$
|
33,593
|
|
|
$
|
40
|
|
|
$
|
117,257
|
|
|
$
|
4,530
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(127,455
|
)
|
|
$
|
(97,806
|
)
|
|
$
|
(33,406
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion expense
|
38,014
|
|
|
28,832
|
|
|
29,999
|
|
|||
Amortization of deferred financing costs
|
1,482
|
|
|
2,212
|
|
|
1,334
|
|
|||
Amortization of weather derivative premium
|
912
|
|
|
1,035
|
|
|
662
|
|
|||
Unrealized (gain) loss on derivative contracts, net
|
71
|
|
|
(595
|
)
|
|
1,505
|
|
|||
Non-cash compensation
|
3,863
|
|
|
1,626
|
|
|
2,094
|
|
|||
Postretirement expense (benefit)
|
(14
|
)
|
|
(45
|
)
|
|
(73
|
)
|
|||
(Gain) loss on involuntary conversion of property, plant and equipment
|
—
|
|
|
—
|
|
|
(343
|
)
|
|||
(Gain) loss on sale of assets, net
|
3,161
|
|
|
207
|
|
|
75
|
|
|||
Loss on impairment of property, plant and equipment
|
—
|
|
|
99,892
|
|
|
18,155
|
|
|||
Loss on impairment of noncurrent assets held for sale
|
—
|
|
|
673
|
|
|
2,400
|
|
|||
Loss on impairment of goodwill
|
118,592
|
|
|
—
|
|
|
—
|
|
|||
Earnings in unconsolidated affiliates
|
(8,201
|
)
|
|
(348
|
)
|
|
—
|
|
|||
Distributions from unconsolidated affiliates
|
8,201
|
|
|
348
|
|
|
—
|
|
|||
Deferred tax expense (benefit)
|
953
|
|
|
213
|
|
|
(847
|
)
|
|||
Changes in operating assets and liabilities, net of effects of assets acquired and liabilities assumed:
|
|
|
|
|
|
||||||
Accounts receivable
|
1,743
|
|
|
13,067
|
|
|
(790
|
)
|
|||
Unbilled revenue
|
9,060
|
|
|
2,272
|
|
|
(226
|
)
|
|||
Risk management assets and liabilities
|
(875
|
)
|
|
(809
|
)
|
|
(1,147
|
)
|
|||
Other current assets
|
(962
|
)
|
|
(7,533
|
)
|
|
(1,614
|
)
|
|||
Other assets, net
|
(522
|
)
|
|
6,049
|
|
|
(823
|
)
|
|||
Accounts payable
|
(3,643
|
)
|
|
(12,026
|
)
|
|
(845
|
)
|
|||
Accrued gas purchases
|
(7,045
|
)
|
|
(5,540
|
)
|
|
462
|
|
|||
Accrued expenses and other current liabilities
|
2,857
|
|
|
(9,149
|
)
|
|
769
|
|
|||
Asset retirement obligations
|
(90
|
)
|
|
(1,030
|
)
|
|
—
|
|
|||
Other liabilities
|
835
|
|
|
(67
|
)
|
|
(118
|
)
|
|||
Net cash provided by operating activities
|
40,937
|
|
|
21,478
|
|
|
17,223
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Cost of acquisitions, net of cash acquired and settlements
|
7,383
|
|
|
(362,316
|
)
|
|
—
|
|
|||
Additions to property, plant and equipment
|
(130,549
|
)
|
|
(96,998
|
)
|
|
(27,196
|
)
|
|||
Proceeds from disposal of property, plant and equipment
|
4,813
|
|
|
6,323
|
|
|
500
|
|
|||
Insurance proceeds from involuntary conversion of property, plant and equipment
|
—
|
|
|
—
|
|
|
482
|
|
|||
Investment in unconsolidated affiliates
|
(71,597
|
)
|
|
(12,000
|
)
|
|
—
|
|
|||
Proceeds from equity method investment, return of capital
|
12,367
|
|
|
1,632
|
|
|
—
|
|
|||
Restricted cash
|
6,475
|
|
|
(8,511
|
)
|
|
(2,000
|
)
|
|||
Net cash used in investing activities
|
(171,108
|
)
|
|
(471,870
|
)
|
|
(28,214
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
Proceeds from issuance of common units to public, net of offering costs
|
82,488
|
|
|
204,255
|
|
|
54,853
|
|
|||
Unitholder contributions
|
1,905
|
|
|
5,588
|
|
|
13,075
|
|
|||
Unitholder distributions
|
(53,386
|
)
|
|
(28,009
|
)
|
|
(16,120
|
)
|
|||
Issuance of Series A Units, net of issuance costs
|
44,768
|
|
|
—
|
|
|
14,393
|
|
|||
Issuance of Series B Units
|
—
|
|
|
30,000
|
|
|
—
|
|
|||
Unitholder distributions for common control transactions
|
(96,297
|
)
|
|
—
|
|
|
(27,650
|
)
|
|||
Acquisition of noncontrolling interests
|
(74
|
)
|
|
(8
|
)
|
|
(752
|
)
|
|||
Net distributions to noncontrolling interests
|
(40
|
)
|
|
(314
|
)
|
|
(661
|
)
|
|||
LTIP tax netting unit repurchase
|
(756
|
)
|
|
(256
|
)
|
|
(630
|
)
|
|||
Deferred financing costs
|
(2,238
|
)
|
|
(3,841
|
)
|
|
(2,113
|
)
|
|||
Payments on other debt
|
(3,557
|
)
|
|
(2,589
|
)
|
|
(2,640
|
)
|
|||
Borrowings on other debt
|
4,709
|
|
|
3,449
|
|
|
3,795
|
|
|||
Payments on loan to affiliate
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
|||
Payments on bank loans
|
—
|
|
|
—
|
|
|
(34,730
|
)
|
|||
Borrowings on bank loans
|
—
|
|
|
—
|
|
|
27,546
|
|
|||
Payments on long-term debt
|
(189,150
|
)
|
|
(250,870
|
)
|
|
(131,571
|
)
|
|||
Borrowings on long-term debt
|
341,300
|
|
|
493,085
|
|
|
134,021
|
|
|||
Net cash provided by financing activities
|
129,672
|
|
|
450,490
|
|
|
10,816
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(499
|
)
|
|
98
|
|
|
(175
|
)
|
|||
Cash and cash equivalents
|
|
|
|
|
|
||||||
Beginning of period
|
499
|
|
|
401
|
|
|
576
|
|
|||
End of period
|
$
|
—
|
|
|
$
|
499
|
|
|
$
|
401
|
|
Supplemental cash flow information
|
|
|
|
|
|
||||||
Interest payments, net
|
$
|
12,013
|
|
|
$
|
6,726
|
|
|
$
|
6,416
|
|
Supplemental non-cash information
|
|
|
|
|
|
||||||
(Decrease) increase in accrued property, plant and equipment
|
$
|
(25,637
|
)
|
|
$
|
31,390
|
|
|
$
|
(5,181
|
)
|
Net assets contributed by General Partner in the Blackwater Acquisition (See Note 2)
|
—
|
|
|
—
|
|
|
22,121
|
|
|||
Net assets contributed by General Partner in exchange for the issuance of Series A Units (see Note 2)
|
—
|
|
|
—
|
|
|
59,995
|
|
|||
Fair value of Series A Units in excess of net assets received
|
—
|
|
|
—
|
|
|
15,612
|
|
|||
Accrued and paid-in-kind unitholder distribution for Series A Units
|
16,978
|
|
|
13,154
|
|
|
4,811
|
|
|||
Paid-in-kind unitholder distribution for Series B Units
|
1,373
|
|
|
2,220
|
|
|
—
|
|
|||
Common unit issuance related to Costar Acquisition
|
—
|
|
|
147,296
|
|
|
—
|
|
•
|
Commodity-based derivatives: "Total revenue"
|
•
|
Corporate interest rate derivatives: "Interest expense"
|
•
|
Level 1 – Inputs represent unadjusted quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets that are either directly or indirectly observable; and
|
•
|
Level 3 – Inputs are unobservable and considered significant to fair value measurement.
|
Fair Value of assets acquired, liabilities assumed and noncontrolling interest (in thousands):
|
|
||
Working capital
|
$
|
8,152
|
|
Property, plant and equipment:
|
|
||
Processing plants
|
$
|
48,357
|
|
Pipelines
|
128,799
|
|
|
Land
|
1,244
|
|
|
Buildings
|
682
|
|
|
Equipment
|
9,827
|
|
|
Construction in progress
|
16,146
|
|
|
Total property, plant and equipment
|
205,055
|
|
|
Investment in unconsolidated affiliate
|
11,884
|
|
|
Intangible assets:
|
|
||
Customer relationships
|
53,400
|
|
|
Dedicated acreage
|
32,000
|
|
|
Goodwill
|
95,025
|
|
|
Noncontrolling interest
|
(219
|
)
|
|
|
$
|
405,297
|
|
|
Years Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Revenue
|
$
|
435,133
|
|
|
$
|
448,748
|
|
Net loss
|
(101,237
|
)
|
|
(30,672
|
)
|
||
Limited partners' net loss per unit
|
(6.15
|
)
|
|
(3.82
|
)
|
Property, plant and equipment:
|
|
||
Land
|
$
|
2
|
|
Pipelines
|
58,737
|
|
|
Equipment
|
753
|
|
|
Total property, plant and equipment
|
59,492
|
|
|
Intangible assets
|
21,350
|
|
|
Goodwill
|
23,567
|
|
|
Total cash consideration
|
$
|
104,409
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
$
|
74
|
|
|
$
|
474
|
|
|
$
|
2,084
|
|
Expense
|
(196
|
)
|
|
(658
|
)
|
|
(2,361
|
)
|
|||
Impairment
|
—
|
|
|
(673
|
)
|
|
(2,400
|
)
|
|||
Loss on sale of assets
|
(150
|
)
|
|
(87
|
)
|
|
(75
|
)
|
|||
Income tax benefit
|
192
|
|
|
333
|
|
|
339
|
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
(80
|
)
|
|
$
|
(611
|
)
|
|
$
|
(2,413
|
)
|
Limited partners' net income (loss) per unit from discontinued operations (basic and diluted)
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.27
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Prepaid insurance—current portion
|
$
|
3,948
|
|
|
$
|
4,162
|
|
Restricted cash
|
—
|
|
|
6,475
|
|
||
Other prepaid amounts
|
2,866
|
|
|
758
|
|
||
Other current assets
|
3,280
|
|
|
4,159
|
|
||
|
$
|
10,094
|
|
|
$
|
15,554
|
|
|
|
Gross Risk Management Assets
|
|
Gross Risk Management Liabilities
|
|
Net Risk Management Assets (Liabilities)
|
||||||||||||||||||
Balance Sheet Classification
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
Current
|
|
$
|
365
|
|
|
$
|
688
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
365
|
|
|
$
|
688
|
|
Noncurrent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total assets
|
|
$
|
365
|
|
|
$
|
688
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
365
|
|
|
$
|
688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(215
|
)
|
|
$
|
—
|
|
|
$
|
(215
|
)
|
Noncurrent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(215
|
)
|
|
$
|
—
|
|
|
$
|
(215
|
)
|
|
|
Realized
|
|
Unrealized
|
||||
2015
|
|
|
||||||
Gain (loss) on commodity derivatives, net
|
|
$
|
1,610
|
|
|
$
|
(286
|
)
|
Interest expense
|
|
(240
|
)
|
|
215
|
|
||
Direct operating expenses
|
|
(913
|
)
|
|
—
|
|
||
Total
|
|
$
|
457
|
|
|
$
|
(71
|
)
|
2014
|
|
|
|
|
||||
Gain (loss) on commodity derivatives, net
|
|
$
|
735
|
|
|
$
|
356
|
|
Interest expense
|
|
(433
|
)
|
|
239
|
|
||
Direct operating expenses
|
|
(1,035
|
)
|
|
—
|
|
||
Total
|
|
$
|
(733
|
)
|
|
$
|
595
|
|
2013
|
|
|
|
|
||||
Gain (loss) on commodity derivatives, net
|
|
$
|
1,069
|
|
|
$
|
(1,041
|
)
|
Interest expense
|
|
(207
|
)
|
|
(454
|
)
|
||
Direct operating expenses
|
|
(662
|
)
|
|
—
|
|
||
Total
|
|
$
|
200
|
|
|
$
|
(1,495
|
)
|
|
Carrying
Amount
|
|
Estimated Fair Value of the Asset (Liability)
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
Commodity derivative instruments, net
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
December 31, 2014
|
286
|
|
|
—
|
|
|
286
|
|
|
—
|
|
|
286
|
|
|||||
Interest rate swap
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
December 31, 2014
|
(215
|
)
|
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
(215
|
)
|
|
Useful Life
(in years)
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Land
|
N/A
|
|
$
|
5,282
|
|
|
$
|
5,282
|
|
Construction in progress
|
N/A
|
|
46,045
|
|
|
77,550
|
|
||
Buildings and improvements
|
4 to 40
|
|
9,864
|
|
|
6,855
|
|
||
Processing and treating plants
|
8 to 40
|
|
97,784
|
|
|
80,837
|
|
||
Pipelines and compressors
|
3 to 40
|
|
554,400
|
|
|
476,997
|
|
||
Storage
|
20 to 40
|
|
58,394
|
|
|
38,151
|
|
||
Equipment
|
5 to 20
|
|
22,207
|
|
|
12,345
|
|
||
Total property, plant and equipment
|
|
|
793,976
|
|
|
698,017
|
|
||
Accumulated depreciation
|
|
|
(145,963
|
)
|
|
(115,835
|
)
|
||
Property, plant and equipment, net
|
|
|
$
|
648,013
|
|
|
$
|
582,182
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Gross carrying amount:
|
|
|
|
||||
Customer contracts
|
$
|
12,101
|
|
|
$
|
12,101
|
|
Customer relationships
|
53,400
|
|
|
53,400
|
|
||
Dedicated acreage
|
53,350
|
|
|
53,350
|
|
||
|
$
|
118,851
|
|
|
$
|
118,851
|
|
Accumulated amortization:
|
|
|
|
||||
Customer contracts
|
$
|
(12,101
|
)
|
|
$
|
(11,110
|
)
|
Customer relationships
|
(3,124
|
)
|
|
(553
|
)
|
||
Dedicated acreage
|
(2,661
|
)
|
|
(882
|
)
|
||
|
$
|
(17,886
|
)
|
|
$
|
(12,545
|
)
|
Net carrying amount:
|
|
|
|
||||
Customer contracts
|
$
|
—
|
|
|
$
|
991
|
|
Customer relationships
|
50,276
|
|
|
52,847
|
|
||
Dedicated acreage
|
50,689
|
|
|
52,468
|
|
||
|
$
|
100,965
|
|
|
$
|
106,306
|
|
|
|
MPOG
|
|
Mesquite
|
|
Pinto/Delta House
|
|
Total
|
||||||||
|
|
66.7%
|
|
46%
|
|
12.9%
|
|
|
||||||||
Balances at December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Initial investment
|
12,000
|
|
|
11,884
|
|
|
—
|
|
|
23,884
|
|
||||
|
Earnings in unconsolidated affiliates
|
348
|
|
|
—
|
|
|
—
|
|
|
348
|
|
||||
|
Distributions
|
(1,980
|
)
|
|
—
|
|
|
—
|
|
|
(1,980
|
)
|
||||
Balances at December 31, 2014
|
$
|
10,368
|
|
|
$
|
11,884
|
|
|
$
|
—
|
|
|
$
|
22,252
|
|
|
|
Initial investment
|
—
|
|
|
—
|
|
|
65,703
|
|
|
65,703
|
|
||||
|
Earnings in unconsolidated affiliates
|
731
|
|
|
—
|
|
|
7,470
|
|
|
8,201
|
|
||||
|
Contributions
|
—
|
|
|
6,713
|
|
|
—
|
|
|
6,713
|
|
||||
|
Distributions
|
(3,920
|
)
|
|
—
|
|
|
(16,648
|
)
|
|
(20,568
|
)
|
||||
Balances at December 31, 2015
|
$
|
7,179
|
|
|
$
|
18,597
|
|
|
$
|
56,525
|
|
|
$
|
82,301
|
|
|
Years Ended December 31,
|
||||||
Balance Sheets:
|
2015
|
|
2014
|
||||
Current assets
|
$
|
2,086
|
|
|
$
|
2,196
|
|
Non-current assets
|
288,617
|
|
|
62,635
|
|
||
Current liabilities
|
366
|
|
|
398
|
|
||
Non-current liabilities
|
23,617
|
|
|
22,307
|
|
|
Years Ended December 31,
|
||||||||||
Income Statements:
|
2015
|
|
2014
|
|
2013
|
||||||
Total revenue
|
$
|
37,724
|
|
|
$
|
3,847
|
|
|
$
|
—
|
|
Operating expense
|
3,375
|
|
|
1,722
|
|
|
—
|
|
|||
Net income
|
29,437
|
|
|
510
|
|
|
—
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Current portion of asset retirement obligation
|
|
$
|
6,822
|
|
|
$
|
—
|
|
Accrued capital expenditures
|
|
3,984
|
|
|
17,134
|
|
||
Accrued expenses
|
|
3,178
|
|
|
4,560
|
|
||
Due to related parties
|
|
3,894
|
|
|
659
|
|
||
Gas imbalances payable
|
|
413
|
|
|
1,055
|
|
||
Other
|
|
6,744
|
|
|
2,392
|
|
||
|
|
$
|
25,035
|
|
|
$
|
25,800
|
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Beginning asset retirement obligation
|
$
|
34,645
|
|
|
$
|
34,636
|
|
Liabilities assumed
|
—
|
|
|
248
|
|
||
Expenditures
|
(91
|
)
|
|
(1,030
|
)
|
||
Accretion expense
|
817
|
|
|
791
|
|
||
Total ending asset retirement obligation
|
35,371
|
|
|
34,645
|
|
||
Less: current portion
|
6,822
|
|
|
—
|
|
||
Long-term asset retirement obligation
|
$
|
28,549
|
|
|
$
|
34,645
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Revolving credit facility
|
|
$
|
525,100
|
|
|
$
|
372,950
|
|
Other debt
|
|
2,338
|
|
|
2,908
|
|
||
Total debt
|
|
527,438
|
|
|
375,858
|
|
||
Less: current portion
|
|
2,338
|
|
|
2,908
|
|
||
Long-term debt
|
|
$
|
525,100
|
|
|
$
|
372,950
|
|
•
|
the sum of
$15.94
and all accrued and accumulated but unpaid distributions for each Series A-1 Unit; or
|
•
|
an amount equal to the product of:
|
•
|
HPIP and AIM Midstream Holdings amended the LLC Agreement to, among other things, amend the Sharing Percentages (as defined therein) such that HPIP's sharing percentage thereafter is
95%
and AIM Midstream Holdings's Sharing Percentage is
5%
;
|
•
|
HPIP transferred all of the
85.02%
of our outstanding new IDRs held by HPIP to our General Partner such that our General Partner owns
100%
of the outstanding new IDRs; and
|
•
|
we issued to AIM Midstream Holdings a warrant to purchase up to
300,000
common units of the Partnership at an exercise price of
$0.01
per common unit (the "Warrant"), which Warrant, among other terms, i) is exercisable at any time on or after February 8, 2014 until the tenth anniversary of February 5, 2014, ii) contains cashless exercise provisions and iii) contains customary anti-dilution and other protections. The Warrant was exercised on February 21, 2014.
|
|
December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Series A convertible preferred units
|
9,210
|
|
|
5,745
|
|
|
5,279
|
|
Series B convertible units
|
1,350
|
|
|
1,255
|
|
|
—
|
|
Limited Partner common units
|
30,427
|
|
|
22,670
|
|
|
7,414
|
|
General Partner units
|
536
|
|
|
392
|
|
|
185
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Series A convertible preferred units
|
$
|
—
|
|
|
$
|
2,658
|
|
|
$
|
2,375
|
|
Limited Partner common units
|
46,597
|
|
|
22,656
|
|
|
8,207
|
|
|||
Limited Partner subordinated units
|
—
|
|
|
—
|
|
|
5,073
|
|
|||
General Partner units
|
1,187
|
|
|
333
|
|
|
284
|
|
|||
General Partners' incentive distribution rights
|
5,602
|
|
|
2,362
|
|
|
181
|
|
|||
|
$
|
53,386
|
|
|
$
|
28,009
|
|
|
$
|
16,120
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss) from continuing operations
|
$
|
(127,375
|
)
|
|
$
|
(97,195
|
)
|
|
$
|
(30,993
|
)
|
Net income (loss) attributable to noncontrolling interests
|
25
|
|
|
214
|
|
|
633
|
|
|||
Net income (loss) from continuing operations attributable to the Partnership
|
(127,400
|
)
|
|
(97,409
|
)
|
|
(31,626
|
)
|
|||
Less:
|
|
|
|
|
|
||||||
Distributions on Series A preferred units
|
16,978
|
|
|
14,492
|
|
|
24,117
|
|
|||
Declared distributions on Series B Units
|
1,373
|
|
|
2,220
|
|
|
—
|
|
|||
General partner's distributions
|
6,790
|
|
|
2,694
|
|
|
464
|
|
|||
General partner's share in undistributed loss
|
(2,569
|
)
|
|
(1,820
|
)
|
|
(1,708
|
)
|
|||
Blackwater net loss from continuing operations
|
—
|
|
|
—
|
|
|
(716
|
)
|
|||
Net income (loss) from continuing operations available to limited Partners
|
(149,972
|
)
|
|
(114,995
|
)
|
|
(53,783
|
)
|
|||
Net income (loss) from discontinued operations available to Limited Partners
|
(80
|
)
|
|
(603
|
)
|
|
(2,051
|
)
|
|||
Net income (loss) available to Limited Partners
|
$
|
(150,052
|
)
|
|
$
|
(115,598
|
)
|
|
$
|
(55,834
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of units used in computation of Limited Partners' net income (loss) per unit (basic and diluted)
|
24,983
|
|
|
13,472
|
|
|
7,525
|
|
|||
|
|
|
|
|
|
||||||
Limited Partners' net income (loss) from continuing operations per unit (basic and diluted)
|
$
|
(6.00
|
)
|
|
$
|
(8.54
|
)
|
|
$
|
(7.15
|
)
|
Limited Partners' net income (loss) from discontinued operations per unit (basic and diluted)
|
—
|
|
|
(0.04
|
)
|
|
(0.27
|
)
|
|||
Limited Partners' net income (loss) per unit (basic and diluted)
|
$
|
(6.00
|
)
|
|
$
|
(8.58
|
)
|
|
$
|
(7.42
|
)
|
|
|
Years Ended December 31,
|
|||||
|
|
Units
|
|
Weighted-Average Exercise Price
|
|||
Outstanding at beginning of period
|
|
201,132
|
|
|
$
|
19.85
|
|
Granted
|
|
546,329
|
|
|
12.25
|
|
|
Forfeited
|
|
(31,298
|
)
|
|
15.62
|
|
|
Vested
|
|
(146,404
|
)
|
|
18.47
|
|
|
Outstanding at end of period
|
|
569,759
|
|
|
$
|
13.15
|
|
Weighted average volatility
|
47.0
|
%
|
Expected dividend yield
|
26.3
|
%
|
Weighted average expected term (in years)
|
3.5
|
|
Weighted average risk-free rate
|
1.3
|
%
|
|
|
Year Ended December 31, 2015
|
|||||
|
|
Units
|
|
Weighted-Average Exercise Price
|
|||
Outstanding at beginning of period
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
200,000
|
|
|
7.50
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Outstanding at end of period
|
|
200,000
|
|
|
$
|
7.50
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current income tax benefit (expense)
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
Deferred income tax benefit (expense)
|
(1,134
|
)
|
|
(547
|
)
|
|
495
|
|
|||
|
|
|
|
|
|
||||||
Effective income tax rate
|
0.9
|
%
|
|
0.6
|
%
|
|
1.6
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss before income tax benefit (expense)
|
$
|
(126,241
|
)
|
|
$
|
(96,638
|
)
|
|
$
|
(31,488
|
)
|
US Federal statutory tax rate
|
34
|
%
|
|
34
|
%
|
|
34
|
%
|
|||
Federal income tax benefit at statutory rate
|
42,922
|
|
|
32,857
|
|
|
10,706
|
|
|||
Reconciling items:
|
|
|
|
|
|
||||||
Partnership loss not subject to income tax
|
(43,812
|
)
|
|
(33,216
|
)
|
|
(10,296
|
)
|
|||
Income not subject to corporate-level tax
|
—
|
|
|
—
|
|
|
222
|
|
|||
State and local tax benefit (expense)
|
(103
|
)
|
|
(159
|
)
|
|
71
|
|
|||
Other
|
(141
|
)
|
|
(39
|
)
|
|
(208
|
)
|
|||
Income tax benefit (expense)
|
$
|
(1,134
|
)
|
|
$
|
(557
|
)
|
|
$
|
495
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
7,570
|
|
|
$
|
4,173
|
|
Other
|
493
|
|
|
213
|
|
||
Total deferred tax assets
|
8,063
|
|
|
4,386
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
13,889
|
|
|
9,112
|
|
||
Intangible assets
|
—
|
|
|
387
|
|
||
Total deferred tax liabilities
|
13,889
|
|
|
9,499
|
|
||
Deferred income tax liability, net
|
$
|
(5,826
|
)
|
|
$
|
(5,113
|
)
|
|
|
Operating leases and service contracts
|
|
Asset Retirement Obligation
|
|
Total
|
||||||
2016
|
|
$
|
3,721
|
|
|
$
|
6,822
|
|
|
$
|
10,543
|
|
2017
|
|
2,286
|
|
|
—
|
|
|
2,286
|
|
|||
2018
|
|
1,173
|
|
|
—
|
|
|
1,173
|
|
|||
2019
|
|
1,345
|
|
|
—
|
|
|
1,345
|
|
|||
2020
|
|
1,006
|
|
|
—
|
|
|
1,006
|
|
|||
Thereafter
|
|
1,537
|
|
|
28,549
|
|
|
30,086
|
|
|||
|
|
$
|
11,068
|
|
|
$
|
35,371
|
|
|
$
|
46,439
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
Gathering
and
Processing
|
|
Transmission
|
|
Terminals
|
|
Total
|
||||||||
Revenue
|
$
|
173,597
|
|
|
$
|
43,682
|
|
|
$
|
17,755
|
|
|
$
|
235,034
|
|
Gain (loss) on commodity derivatives, net
|
1,324
|
|
|
—
|
|
|
—
|
|
|
1,324
|
|
||||
Total revenue
|
174,921
|
|
|
43,682
|
|
|
17,755
|
|
|
236,358
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Purchases of natural gas, NGL's and condensate
|
97,580
|
|
|
8,303
|
|
|
—
|
|
|
105,883
|
|
||||
Direct operating expenses
|
39,189
|
|
|
13,720
|
|
|
6,640
|
|
|
59,549
|
|
||||
Selling, general and administrative expenses
|
|
|
|
|
|
|
27,232
|
|
|||||||
Equity compensation expense
|
|
|
|
|
|
|
3,774
|
|
|||||||
Depreciation, amortization and accretion expense
|
|
|
|
|
|
|
38,014
|
|
|||||||
Total operating expenses
|
|
|
|
|
|
|
234,452
|
|
|||||||
Gain (loss) on sale of assets, net
|
|
|
|
|
|
|
(3,011
|
)
|
|||||||
Loss on impairment of goodwill
|
|
|
|
|
|
|
(118,592
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
(14,745
|
)
|
|||||||
Earnings in unconsolidated affiliates
|
|
|
|
|
|
|
8,201
|
|
|||||||
Income tax (expense) benefit
|
|
|
|
|
|
|
(1,134
|
)
|
|||||||
Income (loss) from discontinued operations, net of tax
|
|
|
|
|
|
|
(80
|
)
|
|||||||
Net income (loss)
|
|
|
|
|
|
|
(127,455
|
)
|
|||||||
Less: Net income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
25
|
|
|||||||
Net income (loss) attributable to the Partnership
|
|
|
|
|
|
|
$
|
(127,480
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||
Segment gross margin (a)
|
$
|
76,865
|
|
|
$
|
35,301
|
|
|
$
|
11,115
|
|
|
$
|
123,281
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
Gathering
and
Processing
|
|
Transmission
|
|
Terminals
|
|
Total
|
||||||||
Revenue
|
$
|
203,616
|
|
|
$
|
88,189
|
|
|
$
|
15,504
|
|
|
$
|
307,309
|
|
Gain (loss) on commodity derivatives, net
|
1,091
|
|
|
—
|
|
|
—
|
|
|
1,091
|
|
||||
Total revenue
|
204,707
|
|
|
88,189
|
|
|
15,504
|
|
|
308,400
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Purchases of natural gas, NGL's and condensate
|
152,690
|
|
|
45,262
|
|
|
—
|
|
|
197,952
|
|
||||
Direct operating expenses
|
23,783
|
|
|
15,577
|
|
|
6,342
|
|
|
45,702
|
|
||||
Selling, general and administrative expenses
|
|
|
|
|
|
|
23,103
|
|
|||||||
Equity compensation expense
|
|
|
|
|
|
|
1,536
|
|
|||||||
Depreciation, amortization and accretion expense
|
|
|
|
|
|
|
28,832
|
|
|||||||
Total operating expenses
|
|
|
|
|
|
|
297,125
|
|
|||||||
Gain (loss) on sale of assets, net
|
|
|
|
|
|
|
(122
|
)
|
|||||||
Loss on impairment of property, plant and equipment
|
|
|
|
|
|
|
(99,892
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
(7,577
|
)
|
|||||||
Other income (expense)
|
|
|
|
|
|
|
(670
|
)
|
|||||||
Earnings in unconsolidated affiliates
|
|
|
|
|
|
|
348
|
|
|||||||
Income tax (expense) benefit
|
|
|
|
|
|
|
(557
|
)
|
|||||||
Income (loss) from discontinued operations, net of tax
|
|
|
|
|
|
|
(611
|
)
|
|||||||
Net income (loss)
|
|
|
|
|
|
|
(97,806
|
)
|
|||||||
Less: Net income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
214
|
|
|||||||
Net income (loss) attributable to the Partnership
|
|
|
|
|
|
|
$
|
(98,020
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||
Segment gross margin (a)
|
$
|
50,817
|
|
|
$
|
42,828
|
|
|
$
|
9,162
|
|
|
$
|
102,807
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
Gathering
and
Processing
|
|
Transmission
|
|
Terminals (b)
|
|
Total
|
||||||||
Revenue
|
$
|
205,179
|
|
|
$
|
79,041
|
|
|
$
|
9,831
|
|
|
$
|
294,051
|
|
Gain (loss) on commodity derivatives, net
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||
Total revenue
|
205,207
|
|
|
79,041
|
|
|
9,831
|
|
|
294,079
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Purchases of natural gas, NGL's and condensate
|
168,574
|
|
|
46,479
|
|
|
—
|
|
|
215,053
|
|
||||
Direct operating expenses
|
14,574
|
|
|
13,259
|
|
|
4,403
|
|
|
32,236
|
|
||||
Selling, general and administrative expenses
|
|
|
|
|
|
|
19,079
|
|
|||||||
Equity compensation expense
|
|
|
|
|
|
|
2,094
|
|
|||||||
Depreciation, amortization and accretion expense
|
|
|
|
|
|
|
30,002
|
|
|||||||
Total operating expenses
|
|
|
|
|
|
|
298,464
|
|
|||||||
Gain (loss) on involuntary conversion of property, plant and equipment
|
|
|
|
|
|
|
343
|
|
|||||||
Loss on impairment of property, plant and equipment
|
|
|
|
|
|
|
(18,155
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
(9,291
|
)
|
|||||||
Income tax (expense) benefit
|
|
|
|
|
|
|
495
|
|
|||||||
Income (loss) from discontinued operations, net of tax
|
|
|
|
|
|
|
(2,413
|
)
|
|||||||
Net income (loss)
|
|
|
|
|
|
|
(33,406
|
)
|
|||||||
Less: Net income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
|
633
|
|
|||||||
Net income (loss) attributable to the Partnership
|
|
|
|
|
|
|
$
|
(34,039
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||
Segment gross margin (a)
|
$
|
36,985
|
|
|
$
|
32,408
|
|
|
$
|
5,428
|
|
|
$
|
74,821
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Segment assets:
|
|
|
|
||||
Gathering and Processing
|
$
|
572,824
|
|
|
$
|
686,395
|
|
Transmission
|
133,870
|
|
|
132,767
|
|
||
Terminals
|
84,449
|
|
|
68,094
|
|
||
Other (c)
|
100,153
|
|
|
26,302
|
|
||
Total assets
|
$
|
891,296
|
|
|
$
|
913,558
|
|
(a)
|
Segment gross margin for our Gathering and Processing segment consists of revenue less purchases of natural gas, NGLs and condensate and COMA. Segment gross margin for our Transmission segment consists of revenue, less purchases of natural gas and COMA. Segment gross margin for our Terminals segment consists of revenue, less direct operating expenses. Gross margin consists of the sum of the segment gross margin amounts for each of these segments. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.
|
(b)
|
Terminals segment amounts are for the period from April 15, 2013 to December 31, 2013.
|
(c)
|
Other assets not allocable to segments consist of investment in unconsolidated affiliate, corporate leasehold improvements, and other assets.
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Gathering and Processing:
|
|
|
|
|
|
|||
Customer A
|
12
|
%
|
|
33
|
%
|
|
43
|
%
|
Customer B
|
—
|
%
|
|
12
|
%
|
|
19
|
%
|
Customer J
|
12
|
%
|
|
—
|
%
|
|
—
|
%
|
Other
|
76
|
%
|
|
55
|
%
|
|
38
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Transmission:
|
|
|
|
|
|
|||
Customer C
|
—
|
%
|
|
43
|
%
|
|
39
|
%
|
Customer D
|
16
|
%
|
|
16
|
%
|
|
16
|
%
|
Customer K
|
19
|
%
|
|
—
|
%
|
|
—
|
%
|
Other
|
65
|
%
|
|
41
|
%
|
|
45
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Terminals:
|
|
|
|
|
|
|||
Customer F
|
13
|
%
|
|
19
|
%
|
|
20
|
%
|
Customer B
|
13
|
%
|
|
20
|
%
|
|
17
|
%
|
Customer G
|
21
|
%
|
|
15
|
%
|
|
16
|
%
|
Customer H
|
—
|
%
|
|
11
|
%
|
|
13
|
%
|
Customer I
|
13
|
%
|
|
—
|
%
|
|
—
|
%
|
Other
|
40
|
%
|
|
35
|
%
|
|
34
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter (b)
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
64,609
|
|
|
$
|
67,509
|
|
|
$
|
55,641
|
|
|
$
|
48,599
|
|
Gross margin (a)
|
33,776
|
|
|
32,304
|
|
|
29,134
|
|
|
28,067
|
|
||||
Operating income (loss)
|
3,434
|
|
|
1,867
|
|
|
(1,523
|
)
|
|
(123,475
|
)
|
||||
Net income (loss) from continuing operations
|
835
|
|
|
(2,002
|
)
|
|
(4,574
|
)
|
|
(121,634
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
5
|
|
|
(31
|
)
|
|
(53
|
)
|
|
(1
|
)
|
||||
Net income (loss) attributable to noncontrolling interest
|
14
|
|
|
32
|
|
|
34
|
|
|
(55
|
)
|
||||
Net income (loss) attributable to the Partnership
|
826
|
|
|
(2,065
|
)
|
|
(4,661
|
)
|
|
(121,580
|
)
|
||||
General Partner's Interest in net income (loss)
|
10
|
|
|
(25
|
)
|
|
(60
|
)
|
|
(1,570
|
)
|
||||
Limited Partners' Interest in net income (loss)
|
$
|
816
|
|
|
$
|
(2,040
|
)
|
|
$
|
(4,601
|
)
|
|
$
|
(120,010
|
)
|
|
|
|
|
|
|
|
|
||||||||
Limited Partners' income (loss) per unit:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(0.19
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(4.16
|
)
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
(0.19
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(4.16
|
)
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
80,238
|
|
|
$
|
77,680
|
|
|
$
|
70,305
|
|
|
$
|
80,177
|
|
Gross margin (a)
|
23,081
|
|
|
22,167
|
|
|
21,332
|
|
|
36,227
|
|
||||
Operating income (loss)
|
2,450
|
|
|
734
|
|
|
(290
|
)
|
|
(91,633
|
)
|
||||
Net income (loss) from continuing operations
|
558
|
|
|
(1,095
|
)
|
|
(2,397
|
)
|
|
(94,261
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
(50
|
)
|
|
(506
|
)
|
|
(26
|
)
|
|
(29
|
)
|
||||
Net income (loss) attributable to noncontrolling interest
|
108
|
|
|
66
|
|
|
33
|
|
|
7
|
|
||||
Net income (loss) attributable to the Partnership
|
400
|
|
|
(1,667
|
)
|
|
(2,456
|
)
|
|
(94,297
|
)
|
||||
General Partner's Interest in net income (loss)
|
7
|
|
|
(22
|
)
|
|
(32
|
)
|
|
(1,232
|
)
|
||||
Limited Partners' Interest in net income (loss)
|
$
|
393
|
|
|
$
|
(1,645
|
)
|
|
$
|
(2,424
|
)
|
|
$
|
(93,065
|
)
|
|
|
|
|
|
|
|
|
||||||||
Limited Partners' income (loss) per unit:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(0.31
|
)
|
|
$
|
(0.55
|
)
|
|
$
|
(0.58
|
)
|
|
$
|
(4.98
|
)
|
Income (loss) from discontinued operations
|
(0.01
|
)
|
|
(0.04
|
)
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
(0.32
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.58
|
)
|
|
$
|
(4.98
|
)
|
(a)
|
For a definition of gross margin and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP and a discussion of how we use gross margin to evaluate our operating performance, please read Item 7. "Management's Discussion and Analysis, How We Evaluate Our Operations."
|
(b)
|
In the fourth quarter of 2015,
we recognized a
Loss on impairment of goodwill
of
$118.6 million
. In the fourth quarter of 2014, we recognized a
Loss on impairment of property, plant and equipment
of
$99.9 million
.
|
4.
|
“
Cause
” shall mean:
|
(b)
|
The occurrence of any of the following acts on the part of Executive:
|
(ii)
|
Embezzlement or misappropriation of any funds of the Company
|
(d)
|
Executive’s material breach of any provision of this Agreement.
|
5.
|
“
Code
” shall mean the Internal Revenue Code of 1986, as amended.
|
2.
|
Bonuses and Incentive Awards
.
|
(b)
|
Executive’s death; or
|
(c)
|
for Cause; or
|
1.
|
Effect of Termination of Employment on Compensation
.
|
2.
|
Applicable Law; Submission to Jurisdiction
.
|
AMERICAN MIDSTREAM GP, LLC
|
||
By:
|
/s/ Daniel C. Campbell
|
|
|
Name:
|
Daniel C. Campbell
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
|
EXECUTIVE
|
||
|
/s/ Michael D. Suder
|
|
|
Michael D. Suder
|
|
|
|
|
|
EXHIBIT A
List of Parishes
|
|
Acadia
|
Allen
|
Ascension
|
Assumption
|
Avoyelles
|
Beauregard
|
Bienville
|
Bossier
|
Caddo
|
Calcasieu
|
Caldwell
|
Cameron
|
Catahoula
|
Claiborne
|
Concordia
|
De Soto
|
East Baton Rouge
|
East Carroll
|
East Feliciana
|
Evangeline
|
Franklin
|
Grant
|
Iberia
|
Iberville
|
Jackson
|
Jefferson
|
Jefferson Davis
|
La Salle
|
Lafayette
|
Lafourche
|
Lincoln
|
Livingston
|
Madison
|
Morehouse
|
Natchitoches
|
Orleans
|
Ouachita
|
Plaquemines
|
Pointe Coupee
|
Rapides
|
Red River
|
Richland
|
Sabine
|
St. Bernard
|
St. Charles
|
St. Helena
|
St. James
|
St. John the Baptist
|
St. Landry
|
St. Martin
|
St. Mary
|
St. Tammany
|
Tangipahoa
|
Tensas
|
Terrebonne
|
Union
|
Vermilion
|
Vernon
|
Washington
|
Webster
|
West Baton Rouge
|
West Carroll
|
West Feliciana
|
Winn
|
|
|
AMERICAN MIDSTREAM GP, LLC
|
||
By:
|
/s/ Daniel C. Campbell
|
|
|
Name:
|
Daniel C. Campbell
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
|
EXECUTIVE
|
||
|
/s/ Michael D. Suder
|
|
|
Michael D. Suder
|
|
|
|
|
|
|
Jurisdiction of
|
Name
|
|
Organization
|
American Midstream, LLC
|
|
Delaware
|
American Midstream AMPAN, LLC
|
|
Delaware
|
American Midstream (Alabama Gathering), LLC
|
|
Alabama
|
American Midstream (Alabama Intrastate), LLC
|
|
Alabama
|
American Midstream (AlaTenn), LLC
|
|
Alabama
|
American Midstream Bakken, LLC
|
|
Delaware
|
American Midstream (Bamagas Intrastate), LLC
|
|
Delaware
|
American Midstream Blackwater, LLC
|
|
Delaware
|
American Midstream (Burns Point), LLC
|
|
Delaware
|
American Midstream Chatom, LLC
|
|
Delaware
|
American Midstream Chatom Unit 1, LLC
|
|
Delaware
|
American Midstream Chatom Unit 2, LLC
|
|
Delaware
|
American Midstream Costar, LLC
|
|
Delaware
|
American Midstream Delta House, LLC
|
|
Delaware
|
American Midstream East Texas Rail, LLC
American Midstream EnerTrade, LLC* |
|
Delaware
Delaware |
American Midstream Gas Solutions GP, LLC
|
|
Delaware
|
American Midstream Gas Solutions LP, LLC
|
|
Delaware
|
American Midstream Gas Solutions, LP
|
|
Delaware
|
American Midstream (Lavaca), LLC
|
|
Delaware
|
American Midstream (Louisiana Intrastate), LLC
|
|
Delaware
|
American Midstream Madison, LLC
|
|
Delaware
|
American Midstream Marketing, LLC
|
|
Delaware
|
American Midstream Mesquite, LLC
|
|
Delaware
|
American Midstream (Midla), LLC
|
|
Delaware
|
American Midstream (Mississippi), LLC
|
|
Delaware
|
American Midstream Offshore (Seacrest), LP
|
|
Texas
|
American Midstream Onshore Pipelines, LLC
|
|
Delaware
|
American Midstream Permian, LLC
|
|
Delaware
|
American Midstream Republic, LLC
|
|
Delaware
|
American Midstream (SIGCO Intrastate), LLC
|
|
Delaware
|
American Midstream (Tennessee River), LLC
|
|
Alabama
|
American Midstream Terminaling, LLC
|
|
Delaware
|
American Midstream Transtar Gas Processing, LLC
|
|
Delaware
|
American Panther, LLC*
|
|
Delaware
|
Blackwater Georgia, LLC
|
|
Georgia
|
Blackwater Harvey, LLC
|
|
Delaware
|
Blackwater Investments, Inc.
|
|
Delaware
|
Blackwater Maryland, LLC
|
|
Maryland
|
Blackwater Midstream Corp.
|
|
Nevada
|
Blackwater New Orleans, LLC
|
|
Louisiana
|
Centana Gathering, LLC
|
|
Delaware
|
Centana Oil Gathering, LLC
|
|
Delaware
|
High Point Gas Gathering, LLC
|
|
Texas
|
High Point Gas Gathering Holdings, LLC
|
|
Delaware
|
High Point Gas Transmission, LLC
|
|
Delaware
|
High Point Gas Transmission Holdings, LLC
|
|
Delaware
|
Main Pass Oil Gathering Company, LLC
|
|
Delaware
|
Mid Louisiana Gas Transmission, LLC
|
|
Delaware
|
1
|
I have reviewed this Annual Report on Form 10-K of American Midstream Partners, LP;
|
2
|
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
|
4
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and
|
(d)
|
Disclosed in this Annual Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 7, 2016
|
/s/ Lynn L. Bourdon III
|
|
|
|
|
|
Lynn L. Bourdon III
|
|
|
President and Chief Executive Officer of
|
|
|
American Midstream GP, LLC
|
|
|
(the general partner of
|
|
|
American Midstream Partners, LP)
|
1
|
I have reviewed this Annual Report on Form 10-K of American Midstream Partners, LP;
|
2
|
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
|
4
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and
|
(d)
|
Disclosed in this Annual Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 7, 2016
|
/s/ Daniel C. Campbell
|
|
|
|
|
|
Daniel C. Campbell
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
American Midstream GP, LLC
|
|
|
(the general partner of
|
|
|
American Midstream Partners, LP)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Date:
|
March 7, 2016
|
/s/ Lynn L. Bourdon III
|
|
|
|
|
|
Lynn L. Bourdon III
|
|
|
President and Chief Executive Officer of
|
|
|
American Midstream GP, LLC
|
|
|
(the general partner of
|
|
|
American Midstream Partners, LP)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Date:
|
March 7, 2016
|
/s/ Daniel C. Campbell
|
|
|
|
|
|
Daniel C. Campbell
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
American Midstream GP, LLC
|
|
|
(the general partner of
|
|
|
American Midstream Partners, LP)
|
|
Page
|
Independent Auditor's Report - BDO USA, LLP
|
2
|
Balance Sheet as of December 31, 2015
|
3
|
Statement of Operations for the period from September 9, 2015 (Inception) through December 31, 2015
|
4
|
Statement of Members’ Equity for the period from September 9, 2015 (Inception) through December 31, 2015
|
5
|
Statement of Cash Flows for the period from September 9, 2015 (Inception) through December 31, 2015
|
6
|
Notes to the financial statements
|
7-10
|
|
|
September 9, 2015 (Inception) through December 31, 2015
|
||
Equity in earnings of unconsolidated affiliates
|
$
|
28,482
|
|
|
|
|
|
||
General and administrative expenses
|
111
|
|
||
|
|
|||
|
Net income (loss)
|
$
|
28,371
|
|
|
|
Units
|
|||||
|
|
Issued
|
|
Amount
|
|||
Balance, September 9, 2015 (Inception)
|
—
|
|
|
$
|
—
|
|
|
|
Issuance of membership units in exchange for assets contributed
|
10,000
|
|
|
235,334
|
|
|
|
Distributions
|
—
|
|
|
(48,992
|
)
|
|
|
Capital contributions
|
—
|
|
|
101
|
|
|
|
Net income
|
—
|
|
|
28,371
|
|
|
Balance, December 31, 2015
|
10,000
|
|
|
$
|
214,814
|
|
|
|
|
September 9, 2015 (Inception) through December 31, 2015
|
||
Cash flows from operating activities
|
|
||||
|
Net income
|
$
|
28,371
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|||
|
|
Equity in earnings of unconsolidated affiliates
|
(28,482
|
)
|
|
|
|
Distributions from Delta House FPS, LLC and Delta House Oil and Gas Lateral, LLC
|
48,992
|
|
|
|
Changes in operating assets and liabilities:
|
|
|||
|
|
Accounts payable and other current liabilities
|
10
|
|
|
|
|
Net cash provided by operating activities
|
48,891
|
|
|
Cash flows from investing activities
|
—
|
|
|||
Cash flows from financing activities
|
—
|
|
|||
|
|
Distributions to members
|
(48,891
|
)
|
|
|
|
Net cash used in financing activities
|
(48,891
|
)
|
|
|
|
Change in cash and cash equivalents
|
—
|
|
|
Cash and cash equivalents, beginning of period
|
—
|
|
|||
Cash and cash equivalents, end of period
|
$
|
—
|
|
||
|
|
|
|
||
Non-Cash Investing and Financing Activities
|
|
||||
|
|
Assets contributed in exchange for membership units
|
$
|
235,334
|
|
|
|
Capitalization of amount due to members
|
$
|
101
|
|
1.
|
Organization and Nature of Operations
|
2.
|
Basis of Presentation and Summary of Significant Accounting Policies
|
3.
|
Commitments and Contingencies
|
4.
|
Investments in Unconsolidated Affiliates
|
|
FPS
|
|
OGL
|
|
Total
|
||||||
Beginning balance, September 9, 2015 (Inception)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contribution of investment
|
145,261
|
|
|
90,073
|
|
|
235,334
|
|
|||
Distributions
|
(40,519
|
)
|
|
(8,473
|
)
|
|
(48,992
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
20,476
|
|
|
8,006
|
|
|
28,482
|
|
|||
Ending balance, December 31, 2015
|
$
|
125,218
|
|
|
$
|
89,606
|
|
|
$
|
214,824
|
|
|
FPS
|
|
OGL
|
||||
Current assets
|
$
|
125,260
|
|
|
$
|
11,565
|
|
Non-current assets
|
$
|
665,215
|
|
|
$
|
173,536
|
|
Current liabilities
|
$
|
129,056
|
|
|
$
|
33
|
|
Non-current liabilities
|
$
|
358,008
|
|
|
$
|
2,198
|
|
|
|
|
|
||||
Revenues
|
$
|
48,154
|
|
|
$
|
17,737
|
|
Income from operations
|
$
|
45,364
|
|
|
$
|
16,337
|
|
Net income
|
$
|
41,790
|
|
|
$
|
16,337
|
|
5.
|
Members' Equity
|
6.
|
Subsequent Events
|
|
Page
|
Independent Auditor's Report - BDO USA, LLP
|
2
|
Balance Sheets as of December 31, 2015 and December 31, 2014
|
3
|
Statements of Operations for the years ended December 31, 2015 and 2014
|
4
|
Statements of Members’ Equity for the years ended December 31, 2015 and 2014
|
5
|
Statements of Cash Flows for the years ended December 31, 2015 and 2014
|
6
|
Notes to the financial statements
|
7-15
|
|
|
|
|
December 31,
|
||||||
|
|
|
|
2015
|
|
2014
|
||||
ASSETS:
|
|
|
|
|||||||
|
Current assets
|
|
|
|
||||||
|
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
2,314
|
|
|
|
|
Restricted cash
|
43,004
|
|
|
5,325
|
|
|||
|
|
Accounts receivable - related party
|
82,081
|
|
|
48
|
|
|||
|
|
Prepaid expenses
|
175
|
|
|
—
|
|
|||
|
|
|
Total current assets
|
125,260
|
|
|
7,687
|
|
||
|
|
|
|
|
||||||
|
|
Restricted cash - decommissioning
|
284
|
|
|
—
|
|
|||
|
|
Accounts receivable - related party - decommissioning
|
125
|
|
|
—
|
|
|||
|
|
Property and equipment, net
|
664,638
|
|
|
611,075
|
|
|||
|
|
Derivative asset
|
168
|
|
|
841
|
|
|||
|
|
Total assets
|
$
|
790,475
|
|
|
$
|
619,603
|
|
|
|
|
|
|
|||||||
LIABILITIES AND MEMBERS' EQUITY:
|
|
|
|
|||||||
|
Current liabilities
|
|
|
|
||||||
|
|
Accounts payable and accrued liabilities
|
$
|
102
|
|
|
$
|
8,049
|
|
|
|
|
Accounts payable and accrued liabilities - affiliates
|
19
|
|
|
674
|
|
|||
|
|
Derivative liability
|
1,027
|
|
|
2,196
|
|
|||
|
|
Short-term debt
|
121
|
|
|
—
|
|
|||
|
|
Current portion of long-term debt
|
127,787
|
|
|
27,760
|
|
|||
|
|
|
Total current liabilities
|
129,056
|
|
|
38,679
|
|
||
|
|
|
|
|
|
|
||||
|
|
Long-term debt, net of debt issuance costs
|
165,623
|
|
|
291,451
|
|
|||
|
|
Deferred revenue
|
177,928
|
|
|
—
|
|
|||
|
|
Asset retirement obligations
|
14,457
|
|
|
—
|
|
|||
|
|
|
Total liabilities
|
487,064
|
|
|
330,130
|
|
||
|
Commitments and contingencies, Note 7
|
|
|
|
||||||
|
|
|
|
|
||||||
|
Members' equity
|
303,411
|
|
|
289,473
|
|
||||
|
|
|
Total liabilities and members' equity
|
$
|
790,475
|
|
|
$
|
619,603
|
|
|
|
Years ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Revenues - related party
|
$
|
90,948
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
Expenses:
|
|
|
|
|||||
|
General and administrative expenses
|
1,397
|
|
|
47
|
|
||
|
Accretion of asset retirement obligations
|
538
|
|
|
—
|
|
||
|
Depreciation and amortization
|
4,818
|
|
|
—
|
|
||
|
Total expenses
|
6,753
|
|
|
47
|
|
||
|
|
|
|
|||||
|
Income (loss) from operations
|
84,195
|
|
|
(47
|
)
|
||
|
|
|
|
|
||||
|
Other expenses:
|
|
|
|
||||
|
Interest expense
|
9,980
|
|
|
—
|
|
||
|
Loss on derivatives
|
1,349
|
|
|
1,355
|
|
||
|
Total other expenses
|
11,329
|
|
|
1,355
|
|
||
|
Net income (loss)
|
$
|
72,866
|
|
|
$
|
(1,402
|
)
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class D
|
|
Members' Equity
|
||||||||||||||||||
|
|
Units
|
Amount
|
|
Units
|
Amount
|
|
Units
|
Amount
|
|
Units
|
Amount
|
|
|||||||||||||||
Balance at December 31, 2013
|
92,164
|
|
$
|
380,398
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
3
|
|
$
|
3
|
|
|
$
|
380,401
|
|
|
|
Units issued for capital contributions
|
—
|
|
—
|
|
|
6,466
|
|
6,466
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
6,466
|
|
|||||
|
Capital contributions
|
—
|
|
186,386
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
186,386
|
|
|||||
|
Distributions
|
—
|
|
(282,378
|
)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(282,378
|
)
|
|||||
|
Net loss
|
—
|
|
(1,402
|
)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(1,402
|
)
|
|||||
Balance at December 31, 2014
|
92,164
|
|
283,004
|
|
|
6,466
|
|
6,466
|
|
|
—
|
|
—
|
|
|
3
|
|
3
|
|
|
289,473
|
|
||||||
|
Units issued for capital contributions
|
—
|
|
—
|
|
|
41,392
|
|
41,392
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
41,392
|
|
|||||
|
Capital contributions
|
—
|
|
8,219
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
8,219
|
|
|||||
|
Distributions
|
—
|
|
(108,539
|
)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(108,539
|
)
|
|||||
|
Net loss
|
—
|
|
72,866
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
72,866
|
|
|||||
Balance at December 31, 2015
|
92,164
|
|
$
|
255,550
|
|
|
47,858
|
|
$
|
47,858
|
|
|
—
|
|
$
|
—
|
|
|
3
|
|
$
|
3
|
|
|
$
|
303,411
|
|
|
|
|
Years ended December 31,
|
||||||
|
|
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
|
|
|
||||||
|
Net income (loss)
|
$
|
72,866
|
|
|
$
|
(1,402
|
)
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|||||
|
|
Depreciation and amortization
|
4,818
|
|
|
—
|
|
||
|
|
Accretion of asset retirement obligations
|
538
|
|
|
—
|
|
||
|
|
Amortization of debt issuance costs
|
1,415
|
|
|
—
|
|
||
|
|
Loss on derivatives
|
1,349
|
|
|
1,355
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
|||||
|
|
Accounts receivable
|
(82,158
|
)
|
|
(47
|
)
|
||
|
|
Accounts payable and other current liabilities
|
(244
|
)
|
|
—
|
|
||
|
|
Prepaid expenses
|
(175
|
)
|
|
—
|
|
||
|
|
Deferred revenue
|
177,928
|
|
|
—
|
|
||
|
|
Net cash provided by (used in) operating activities
|
176,337
|
|
|
(94
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||||
|
Change in restricted cash
|
(37,963
|
)
|
|
(5,325
|
)
|
|||
|
Additions to property and equipment
|
(52,238
|
)
|
|
(241,840
|
)
|
|||
|
|
Net cash used in investing activities
|
(90,201
|
)
|
|
(247,165
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||||
|
Capital contributions
|
49,611
|
|
|
192,852
|
|
|||
|
Debt issuance costs
|
(38
|
)
|
|
(14,946
|
)
|
|||
|
Debt borrowing
|
480
|
|
|
333,000
|
|
|||
|
Debt repayment
|
(28,119
|
)
|
|
—
|
|
|||
|
Distributions
|
(108,539
|
)
|
|
(282,378
|
)
|
|||
|
Settlements on derivatives, net of amounts capitalized
|
(1,845
|
)
|
|
—
|
|
|||
|
|
Net cash flows provided by financing activities
|
(88,450
|
)
|
|
228,528
|
|
||
|
|
Decrease in cash and cash equivalents
|
(2,314
|
)
|
|
(18,731
|
)
|
||
Cash and cash equivalents, beginning of period
|
2,314
|
|
|
21,045
|
|
||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
2,314
|
|
||
|
|
|
|
|
|
||||
Supplemental cash flow disclosures
|
|
|
|
||||||
|
|
Interest paid, net of amounts capitalized
|
$
|
8,101
|
|
|
$
|
—
|
|
Non-Cash Investing Activities
|
|
|
|
||||||
|
|
Changes in asset retirement cost
|
$
|
13,919
|
|
|
$
|
—
|
|
|
|
Changes in property and equipment financed by accounts payable and accrued liabilities
|
$
|
(8,358
|
)
|
|
$
|
(18,214
|
)
|
|
|
Capitalized amortization of debt acquisition costs
|
$
|
582
|
|
|
$
|
1,156
|
|
|
|
|
|
December 31,
|
||||||
|
|
Useful Life (Years)
|
|
2015
|
|
2014
|
||||
Floating production system
|
|
40
|
|
$
|
655,537
|
|
|
$
|
—
|
|
Capitalized asset retirement costs
|
|
40
|
|
13,919
|
|
|
—
|
|
||
Accumulated depreciation
|
|
|
|
(4,818
|
)
|
|
—
|
|
||
Property and equipment, net
|
|
|
|
664,638
|
|
|
—
|
|
||
Construction-in-progress
|
|
|
|
—
|
|
|
611,075
|
|
||
Total property and equipment, net
|
|
|
|
$
|
664,638
|
|
|
$
|
611,075
|
|
Balance at December 31, 2014
|
|
$
|
—
|
|
Liabilities incurred in the current period
|
|
13,919
|
|
|
Accretion
|
|
538
|
|
|
Balance at December 31, 2015
|
|
$
|
14,457
|
|
Level 1
-
|
Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.
|
Level 2 -
|
Observable prices that are based on inputs not quoted on active markets, but corroborated by market data
.
|
Level 3 -
|
Unobservable inputs are used when little or no market data is available.
|
|
Market Prices for Identical Items (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant unobservable Inputs (Level 3)
|
|
Total
|
||||||||
At December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
$
|
—
|
|
|
$
|
859
|
|
|
$
|
—
|
|
|
$
|
859
|
|
|
|
|
|
|
|
|
|
||||||||
At December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
$
|
—
|
|
|
$
|
1,355
|
|
|
$
|
—
|
|
|
$
|
1,355
|
|
•
|
Class A Units - a class of capital interests issued in connection with the construction and operation of the Base FPS
|
•
|
Class B Units - a class of capital interests issued in connection with construction cost overruns with respect to the Base FPS
|
•
|
Class C Units - a class of capital interests issued in connection with expansions to the Base FPS
|
•
|
Class D Units - a class of capital interests issued in connection with unreimbursed major expenditures related to the Base FPS
|
|
Page
|
Independent Auditor's Report - BDO USA, LLP
|
2
|
Balance sheets as of December 31, 2015 and December 31, 2014
|
3
|
Statements of Operations for the years ended December 31, 2015 and 2014
|
4
|
Statements of Members’ Equity for the years ended December 31, 2015 and 2014
|
5
|
Statements of Cash Flows for the years ended December 31, 2015 and 2014
|
6
|
Notes to the financial statements
|
7-12
|
|
|
|
|
|
December 31,
|
||||||
|
|
|
|
|
2015
|
|
2014
|
||||
ASSETS:
|
|
|
|
|
|||||||
|
Current assets
|
|
|
|
|
||||||
|
|
Cash and cash equivalents
|
|
$
|
1,364
|
|
|
$
|
3,138
|
|
|
|
|
Accounts receivable - related party
|
|
10,201
|
|
|
2,098
|
|
|||
|
|
|
Total current assets
|
|
11,565
|
|
|
5,236
|
|
||
|
Restricted cash - decommissioning
|
|
135
|
|
|
—
|
|
||||
|
Accounts receivable - related party - decommissioning
|
|
60
|
|
|
—
|
|
||||
|
Property and equipment, net
|
|
173,341
|
|
|
156,097
|
|
||||
|
|
Total assets
|
|
$
|
185,101
|
|
|
$
|
161,333
|
|
|
|
|
|
|
|
|||||||
LIABILITIES AND MEMBERS' EQUITY:
|
|
|
|
|
|||||||
|
Current liabilities
|
|
|
|
|
||||||
|
|
Accounts payable and accrued liabilities
|
|
$
|
14
|
|
|
$
|
9,569
|
|
|
|
|
Accounts payable and accrued liabilities-affiliate
|
|
19
|
|
|
201
|
|
|||
|
|
|
Total current liabilities
|
|
33
|
|
|
9,770
|
|
||
|
|
|
|
|
|
|
|
||||
|
|
Asset retirement obligations
|
|
2,198
|
|
|
—
|
|
|||
|
|
|
Total liabilities
|
|
2,231
|
|
|
9,770
|
|
||
|
Commitments and contingencies, Note 3
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
Members' equity
|
|
182,870
|
|
|
151,563
|
|
||||
|
|
|
Total liabilities and members' equity
|
|
$
|
185,101
|
|
|
$
|
161,333
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Revenues - related party
|
$
|
30,902
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
Operating Expenses:
|
|
|
|
|||||
|
General and administrative
|
189
|
|
|
22
|
|
||
|
Depreciation
|
3,162
|
|
|
—
|
|
||
|
Accretion of asset retirement obligation
|
99
|
|
|
—
|
|
||
|
Total operating expenses
|
3,450
|
|
|
22
|
|
||
|
|
|
|
|||||
|
Net income (loss)
|
$
|
27,452
|
|
|
$
|
(22
|
)
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class D
|
|
Members' Equity
|
||||||||||||||||||
|
|
Units
|
Amount
|
|
Units
|
Amount
|
|
Units
|
Amount
|
|
Units
|
Amount
|
|
|||||||||||||||
Balance at December 31, 2013
|
5,409
|
|
$
|
75,505
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
3
|
|
$
|
3
|
|
|
$
|
75,508
|
|
|
|
Capital contributions
|
—
|
|
76,077
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
76,077
|
|
|||||
|
Net loss
|
—
|
|
(22
|
)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(22
|
)
|
|||||
Balance at December 31, 2014
|
5,409
|
|
151,560
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
3
|
|
3
|
|
|
151,563
|
|
||||||
|
Capital contributions
|
—
|
|
24,287
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
24,287
|
|
|||||
|
Distributions
|
—
|
|
(20,432
|
)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(20,432
|
)
|
|||||
|
Net income
|
—
|
|
27,452
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
27,452
|
|
|||||
Balance at December 31, 2015
|
5,409
|
$
|
182,867
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
3
|
|
$
|
3
|
|
|
$
|
182,870
|
|
|
|
|
Year ended December 31,
|
||||||
|
|
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
|
|
|
||||||
|
Net income (loss)
|
$
|
27,452
|
|
|
$
|
(22
|
)
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|||||
|
|
Depreciation
|
3,162
|
|
|
—
|
|
||
|
|
Accretion of asset retirement obligation
|
99
|
|
|
—
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
|||||
|
|
Accounts receivable
|
(8,163
|
)
|
|
(2,098
|
)
|
||
|
|
Accounts payable and other current liabilities
|
(2
|
)
|
|
—
|
|
||
|
|
Net cash provided by (used in) operating activities
|
22,548
|
|
|
(2,120
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||||
|
Change in restricted cash
|
(135
|
)
|
|
—
|
|
|||
|
Additions to property and equipment
|
(28,042
|
)
|
|
(119,399
|
)
|
|||
|
|
Net cash used in investing activities
|
(28,177
|
)
|
|
(119,399
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||||
|
Capital contributions
|
24,287
|
|
|
76,077
|
|
|||
|
Distributions
|
(20,432
|
)
|
|
—
|
|
|||
|
|
Net cash provided by financing activities
|
3,855
|
|
|
76,077
|
|
||
|
|
Decrease in cash and cash equivalents
|
(1,774
|
)
|
|
(45,442
|
)
|
||
Cash and cash equivalents, beginning of period
|
3,138
|
|
|
48,580
|
|
||||
Cash and cash equivalents, end of period
|
$
|
1,364
|
|
|
$
|
3,138
|
|
||
|
|
|
|
|
|
||||
Non-Cash Investing Activities
|
|
|
|
||||||
|
|
Changes in property and equipment funded through accounts payable and accrued liabilities
|
$
|
(9,735
|
)
|
|
$
|
(3,320
|
)
|
|
|
Change in asset retirement cost
|
$
|
2,099
|
|
|
$
|
—
|
|
1.
|
Organization and Nature of Operations
|
2.
|
Summary of Significant Accounting Policies
|
|
|
|
|
December 31,
|
||||||
|
|
Useful Life (Years)
|
|
2015
|
|
2014
|
||||
Pipelines
|
|
40
|
|
$
|
174,404
|
|
|
$
|
—
|
|
Capitalized asset retirement costs
|
|
40
|
|
2,099
|
|
|
—
|
|
||
Accumulated depreciation
|
|
|
|
(3,162
|
)
|
|
—
|
|
||
Property and equipment, net
|
|
|
|
173,341
|
|
|
—
|
|
||
Construction-in-progress
|
|
|
|
—
|
|
|
156,097
|
|
||
Total property and equipment, net
|
|
|
|
$
|
173,341
|
|
|
$
|
156,097
|
|
Balance at December 31, 2014
|
|
$
|
—
|
|
Liabilities incurred
|
|
2,099
|
|
|
Accretion
|
|
99
|
|
|
Balance at December 31, 2015
|
|
$
|
2,198
|
|
3.
|
Commitments and Contingencies
|
4.
|
Related Party Transactions
|
5.
|
Members’ Equity
|
•
|
Class A units - a class of capital interests in respect of construction and operation of the Lateral Facilities
|
•
|
Class B units - a class of capital interests in respect of construction cost overruns with respect to the Lateral Facilities
|
•
|
Class C units - a class of capital interests in respect of expansions to the Lateral Facilities
|
•
|
Class D units - a class of capital interests in respect of unreimbursed major expenditures related to the Lateral Facilities
|
6.
|
Subsequent Events
|