Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from        to        
Commission File Number: 001-35257
 
 AMERICAN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
amidlogo2017largea04.jpg
Delaware
27-0855785
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
2103 CityWest Boulevard
 
Building #4, Suite 800
 
Houston, TX 77042
(346) 241-3400
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ý Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ý  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
ý
Non-accelerated filer
¨ 
Smaller reporting company
¨
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ¨  Yes    ý  No
There were 53,005,627 common units, 11,009,729 Series A Units and 9,241,642 Series C Units of American Midstream Partners, LP outstanding as of November 6, 2018. Our common units trade on the New York Stock Exchange under the ticker symbol “AMID.”






Glossary of Terms

The following is a list of terms used throughout this report:

Bbl         Barrels: 42 U.S. gallons measured at 60 degrees Fahrenheit.

Bbl/d        Barrels per day.

Btu
British thermal unit; a measurement of energy.

Condensate
Liquid hydrocarbons present in casing head 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.

FERC         Federal Energy Regulatory Commission.

Fractionation    Process by which natural gas liquids are separated into individual components.

GAAP        Accounting principles generally accepted in the United States of America.

Gal         Gallons.

Mgal/d        Thousand gallons per day.

MBbl         Thousand barrels.

MBoe        Thousand barrels of oil equivalents.

MMBbl         Million barrels.

MMBbl/d    Million barrels per day.

MMBtu         Million British thermal units.

Mcf         Thousand cubic feet.

MMcf         Million cubic feet.
    
MMcf/d        Million cubic feet per day.

NGL or NGLs
Natural gas liquid(s): The combination of ethane, propane, normal butane, isobutane and natural gasoline that, when removed from natural gas, becomes liquid under various levels of higher pressure and lower temperature.

Throughput
The volume of natural gas and NGL transported or passing through a pipeline, plant, terminal or other facility during a particular period.

    



Table of Contents

TABLE OF CONTENTS
 
 
 
Page
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 6.

3

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
American Midstream Partners, LP and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited, In thousands)
 
September 30, 2018
 
December 31, 2017
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
22,758

 
$
8,782

Restricted cash
25,744

 
20,352

Accounts receivable, net of allowance for doubtful accounts of $706 and $225 as of September 30, 2018 and December 31, 2017, respectively
84,819

 
98,132

Inventory
3,080

 
2,966

Other current assets
25,971

 
23,420

Assets held for sale
126,690

 

Total current assets
289,062

 
153,652

Property, plant and equipment, net
993,920

 
1,095,585

Goodwill
51,723

 
128,866

Restricted cash-long term
5,068

 
5,045

Intangible assets, net
136,537

 
174,010

Investments in unconsolidated affiliates
336,789

 
348,434

Other assets, net
21,506

 
17,874

Total assets
$
1,834,605

 
$
1,923,466

Liabilities, Equity and Partners’ Capital
 
 
 
Current liabilities
 
 
 
Accounts payable
$
48,336

 
$
41,102

Accrued gas purchases
14,376

 
19,986

Accrued expenses and other current liabilities
116,141

 
68,854

Current portion of long-term debt
603,502

 
7,551

Liabilities held for sale
1,922

 

Total current liabilities
784,277

 
137,493

Asset retirement obligations
68,090

 
66,194

Other long-term liabilities
15,770

 
2,080

Long-term debt
501,219

 
1,201,456

Deferred tax liability
1,351

 
8,123

Total liabilities
1,370,707

 
1,415,346

 


 


Commitments and contingencies (Note 18)


 


 
 
 
 
Convertible preferred units
317,180

 
317,180

Equity and partners’ capital
 
 
 
General Partner interests (981 and 965 units issued and outstanding as of September 30, 2018 and December 31, 2017, respectively)
(66,254
)
 
(96,552
)
Limited Partner interests (52,990 and 52,711 units issued and outstanding as of September 30, 2018 and December 31, 2017, respectively)
199,173

 
273,703

Accumulated other comprehensive income
19

 
28

Total partners’ capital
132,938

 
177,179

Noncontrolling interests
13,780

 
13,761

Total equity and partners’ capital
146,718

 
190,940

Total liabilities, equity and partners’ capital
$
1,834,605


$
1,923,466


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

Table of Contents

American Midstream Partners, LP and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per unit amounts)
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Revenue:
 
 
 
 
 
 
 
 
Commodity sales
 
$
156,817

 
$
124,052

 
$
479,923

 
$
372,049

Services
 
45,763

 
38,835

 
148,997

 
116,382

     Loss on commodity derivatives, net
 
(234
)
 
(597
)
 
(530
)
 
(33
)
Total revenue
 
202,346

 
162,290

 
628,390

 
488,398

Operating expenses:
 
 
 
 
 
 
 
 
Costs of sales
 
150,274

 
112,398

 
461,948

 
342,886

Direct operating expenses
 
20,407

 
20,705

 
65,595

 
56,819

Corporate expenses
 
23,857

 
27,083

 
69,922

 
84,570

Termination fee
 
17,000

 

 
17,000

 

Depreciation, amortization and accretion
 
23,040

 
26,781

 
66,274

 
78,834

Gain on sale of assets, net
 
(99,396
)
 
(4,061
)
 
(99,491
)
 
(4,064
)
Total operating expenses
 
135,182

 
182,906

 
581,248

 
559,045

Operating income (loss)
 
67,164

 
(20,616
)
 
47,142

 
(70,647
)
Other income (expense), net
 
 
 
 
 
 
 
 
     Interest expense, net of capitalized interest
 
(22,267
)
 
(17,759
)
 
(55,834
)
 
(51,037
)
Other income (expense), net
 
(128
)
 
34,085

 
62

 
32,248

Earnings in unconsolidated affiliates
 
24,622

 
16,827

 
47,742

 
49,781

Income (loss) from continuing operations before income taxes
 
69,391

 
12,537

 
39,112

 
(39,655
)
Income tax expense
 
(31,208
)
 
(731
)
 
(32,045
)
 
(2,611
)
Income (loss) from continuing operations
 
38,183

 
11,806

 
7,067

 
(42,266
)
Income from discontinued operations, including gain on sale
 

 
44,696

 

 
42,185

Net income (loss)
 
38,183

 
56,502

 
7,067

 
(81
)
Net income attributable to noncontrolling interests
 
(25
)
 
(621
)
 
(83
)
 
(3,386
)
Net income (loss) attributable to the Partnership
 
$
38,158

 
$
55,881

 
$
6,984

 
$
(3,467
)
 
 
 
 
 
 
 
 
 
General Partner’s interest in net income (loss)
 
$
504

 
$
697

 
$
92

 
$
(98
)
Limited Partners’ interest in net income (loss)
 
$
37,654

 
$
55,184

 
$
6,892

 
$
(3,369
)
 
 
 
 
 
 
 
 
 
Distribution declared per common unit (Note 15)
 
$
0.1031

 
$
0.4125

 
$
0.6187

 
$
1.2375

 
 
 
 
 
 
 
 
 
Limited Partners’ net income (loss) per common unit:
 
 
Basic:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
$
0.56

 
$
0.05

 
$
(0.34
)
 
$
(1.35
)
Income from discontinued operations
 

 
0.86

 

 
0.81

Net income (loss) per common unit
 
$
0.56

 
$
0.91

 
$
(0.34
)
 
$
(0.54
)
 
 
 
 
 
 
 
 
 
Diluted:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
$
0.39

 
$
0.05

 
$
(0.34
)
 
$
(1.35
)
Income from discontinued operations
 

 
0.86

 

 
0.81

Net income (loss) per common unit
 
$
0.39

 
$
0.91

 
$
(0.34
)
 
$
(0.54
)
 
 
 
 
 
 
 
 
 
Weighted average number of common units outstanding:
Basic
 
52,984

 
52,021

 
52,917

 
52,021

Diluted
 
75,525

 
52,021

 
52,917

 
52,021

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

Table of Contents

American Midstream Partners, LP and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited, in thousands)
 






 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Net income (loss)
 
$
38,183

 
$
56,502

 
$
7,067

 
$
(81
)
Unrealized (loss) gain related to postretirement benefit plan
 
(4
)
 

 
(9
)
 
42

Comprehensive income (loss)
 
38,179

 
56,502

 
7,058

 
(39
)
Comprehensive income attributable to noncontrolling interests
 
(25
)
 
(621
)
 
(83
)
 
(3,386
)
Comprehensive income (loss) attributable to the Partnership
 
$
38,154

 
$
55,881

 
$
6,975

 
$
(3,425
)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



6

Table of Contents

American Midstream Partners, LP and Subsidiaries
Condensed Consolidated Statements of Changes in Equity and Partners’ Capital
(Unaudited, in thousands)
 


 
General
Partner
Interests
 
Limited
Partner
Interests
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total Partners’ Capital
 
Non-
controlling Interests
 
Total Equity and Partners’ Capital
Balances at December 31, 2016
$
(47,645
)
 
$
616,087

 
$
(40
)
 
$
568,402

 
$
16,755

 
$
585,157

Net (loss) income
(98
)
 
(3,369
)
 

 
(3,467
)
 
3,386

 
(81
)
Contributions
38,270

 
4,000

 

 
42,270

 

 
42,270

Distributions
(976
)
 
(93,144
)
 

 
(94,120
)
 

 
(94,120
)
Contributions from NCI owners

 

 

 

 
296

 
296

Distributions to NCI owners

 

 

 

 
(1,777
)
 
(1,777
)
Distribution for acquisition of Delta House
(75,572
)
 

 

 
(75,572
)
 

 
(75,572
)
Issuance of common units for Panther acquisition

 
12,532

 

 
12,532

 

 
12,532

Acquisition of noncontrolling interest

 
(23,653
)
 

 
(23,653
)
 
(4,645
)
 
(28,298
)
LTIP vesting
(4,633
)
 
4,633

 

 

 

 

Tax netting repurchase

 
(1,642
)
 

 
(1,642
)
 

 
(1,642
)
Equity compensation expense
4,430

 
1,637

 

 
6,067

 

 
6,067

Post-retirement benefit plan

 

 
42

 
42

 

 
42

Balances at September 30, 2017
$
(86,224
)
 
$
517,081

 
$
2

 
$
430,859

 
$
14,015

 
$
444,874

 
 
 
 
 
 
 
 
 
 
 
 
Balances at December 31, 2017
$
(96,552
)
 
$
273,703

 
$
28

 
$
177,179

 
$
13,761

 
$
190,940

Cumulative effect of accounting change (Note 3)
(139
)
 
(10,552
)
 

 
(10,691
)
 

 
(10,691
)
Balances at January 1, 2018
(96,691
)
 
263,151

 
28

 
166,488

 
13,761

 
180,249

Net income
92

 
6,892

 

 
6,984

 
83

 
7,067

Contributions
31,786

 

 

 
31,786

 

 
31,786

Distributions
(978
)
 
(73,794
)
 

 
(74,772
)
 

 
(74,772
)
Contributions from NCI owners

 

 

 

 
11

 
11

Distributions to NCI owners

 

 

 

 
(75
)
 
(75
)
Distribution for acquisition of Trans-Union
(38
)
 

 

 
(38
)
 

 
(38
)
LTIP vesting
(3,954
)
 
3,954

 

 

 

 

Tax netting repurchase

 
(1,030
)
 

 
(1,030
)
 

 
(1,030
)
Equity compensation expense
3,529

 

 

 
3,529

 

 
3,529

Post-retirement benefit plan


 

 
(9
)
 
(9
)
 

 
(9
)
Balances at September 30, 2018
$
(66,254
)
 
$
199,173

 
$
19

 
$
132,938

 
$
13,780

 
$
146,718


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



7

Table of Contents

American Midstream Partners, LP and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)

 
Nine months ended September 30,

 
2018
 
2017
Cash flows from operating activities
 

 

Net income (loss)
 
$
7,067

 
$
(81
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities including discontinued operations:
 

 

Depreciation, amortization and accretion, including discontinued operations
 
66,274

 
88,700

Amortization of debt issuance costs
 
5,142

 
3,610

Amortization of weather derivative premium
 
797

 
753

Unrealized (gain) loss on derivatives contracts, net
 
(5,771
)
 
2,818

Non-cash compensation expense
 
3,529

 
6,067

Gain on MPOG acquisition
 

 
(32,383
)
Gain on sale of assets, net of transaction costs, including discontinued operations
 
(99,491
)
 
(50,580
)
Transaction costs associated with disposals of assets and business
 
(5,842
)
 
(2,545
)
Corporate overhead support
 

 
4,000

Other non-cash items
 
263

 
1,805

   Earnings in unconsolidated affiliates
 
(47,742
)
 
(49,781
)
Distributions from unconsolidated affiliates
 
41,775

 
40,415

Bad debt expense
 
739

 
37

Deferred tax (benefit) expense
 
(6,772
)
 
1,490

Changes in operating assets and liabilities, net of effects of acquisitions:
 
 
 

Accounts receivable
 
7,878

 
(3,476
)
Inventory
 
(1,222
)
 
(4,011
)
Risk management assets and liabilities
 
(989
)
 
(974
)
Other current assets
 
5,509

 
10,624

Other assets, net
 
(4,300
)
 
(1,994
)
Accounts payable
 
8,289

 
(17,419
)
Accrued gas and crude oil purchases
 
(5,502
)
 
8,805

Accrued expenses and other current liabilities
 
45,448

 
9,302

Asset retirement obligations
 
(2,985
)
 
(603
)
Other liabilities
 
850

 
426

Net cash provided by operating activities
 
12,944


15,005

 
 
 
 
 
Cash flows from investing activities
 
 
 

Acquisitions, net of cash acquired and settlements
 

 
(71,383
)
Contributions to unconsolidated affiliates
 
(5,867
)
 
(49,828
)
Additions to property, plant and equipment and other
 
(73,342
)
 
(66,039
)
Proceeds from disposals of assets and business
 
208,572

 
170,524

Insurance proceeds from involuntary conversion of property, plant and equipment
 

 
150

Distributions from unconsolidated affiliates, return of capital
 
22,485

 
18,562

Net cash provided by investing activities
 
151,848

 
1,986


8

American Midstream Partners, LP and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Continued)
(Unaudited, in thousands)



 
Nine months ended September 30,

 
2018
 
2017
Cash flows from financing activities
 
 
 

Unitholder distributions for common control transactions
 

 
(75,572
)
Contributions
 
31,786

 
38,270

Distributions
 
(66,418
)
 
(88,851
)
Contribution from noncontrolling interest owners
 
11

 
296

Distributions to noncontrolling interests owners
 
(75
)
 
(1,777
)
LTIP tax netting unit repurchase
 
(1,030
)
 
(1,642
)
Payment of debt issuance costs
 
(4,701
)
 
(2,234
)
Payment of long-term debt
 
(792
)
 
(1,351
)
Payment of 3.97% Senior Notes
 
(1,316
)
 

Payments of other debt
 
(4,895
)
 
(3,732
)
Payments of credit agreement
 
(414,500
)
 
(546,408
)
Borrowings on credit agreement
 
316,600

 
367,809

Other
 
(71
)
 
86

Net cash used in financing activities
 
(145,401
)
 
(315,106
)
 
 
 
 
 
Net increase (decrease) in cash, cash equivalents and restricted cash
 
19,391


(298,115
)
Cash, cash equivalents and restricted cash, beginning of period
 
34,179

 
329,230

Cash, cash equivalents and restricted cash, end of period
 
$
53,570

 
$
31,115

 
 
 
 
 
Cash, cash equivalents and restricted cash, beginning of period
 
 
 
 
Cash and cash equivalents
 
$
8,782

 
$
5,666

Restricted cash - current
 
20,352

 

Restricted cash - non-current
 
5,045

 
323,564

Total cash, cash equivalents and restricted cash, beginning of period
 
$
34,179

 
$
329,230

 
 
 
 
 
Cash, cash equivalents and restricted cash, end of period
 
 
 
 
Cash and cash equivalents
 
$
22,758

 
$
6,739

Restricted cash - current
 
25,744

 
18,683

Restricted cash - non-current
 
5,068

 
5,693

Total cash, cash equivalents and restricted cash, end of period
 
$
53,570

 
$
31,115


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



9

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)




(1) Organization and Basis of Presentation

Organization

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

We provide critical midstream infrastructure that links producers of natural gas, crude oil, NGLs, condensate and specialty chemicals to numerous intermediate and end-use markets. Through our five reportable segments, (1) Gas Gathering and Processing Services, (2) Liquid Pipelines and Services, (3) Natural Gas Transportation Services, (4) Offshore Pipelines and Services and (5) Terminalling Services, we engage in the business of gathering, treating, processing and transporting natural gas; gathering, transporting, storing, treating and fractionating NGLs; gathering, storing and transporting crude oil and condensates; and storing refined products. Most of our cash flow is generated from fee-based and fixed-margin compensation for gathering, processing, transporting and treating natural gas and crude oil; firm capacity reservation charges; interruptible transportation charges; guaranteed firm storage contracts; throughput fees and other optional charges associated with ancillary services.

Basis of presentation

The accompanying Condensed Consolidated Financial Statements are unaudited and have been prepared in accordance with Article 10 of Regulation S-X for interim financial information. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of our management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement have been included. The results of operations for interim periods are not necessarily indicative of results of operations for a full year. These Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 9, 2018 (the “2017 Form 10-K”).

On April 15, 2013, ArcLight affiliates obtained control of our General Partner. We account for transactions between entities under common control at the affiliate's historical costs. For those transactions, our historical financial statements will be revised to include the results attributable to the assets acquired as if they were acquired on April 15, 2013 or the date the ArcLight affiliates obtained control of the assets or business acquired.

(2) Recent Accounting Pronouncements and Critical Accounting Policies

Standards Adopted in 2018

Revenue from Contracts with Customers (Topic 606) - In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a new standard related to revenue recognition which supersedes most of the existing revenue recognition requirements in GAAP and requires entities to recognize revenue at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. It also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity’s nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
The FASB has issued several amendments to the standard, including clarification on accounting for licenses of intellectual property, identifying performance obligations, reporting gross versus net revenue and narrow-scope revisions, and practical expedients.
We adopted the new standard on January 1, 2018 (the “initial application” date):
using the modified retrospective application, with no restatement of the comparative periods presented and a cumulative effect adjustment to retained earnings as of the date of adoption, and
disclosing the impact of the new standard in our Condensed Consolidated Financial Statements included in this report.

Our revenue is derived from the provision of gathering, processing, transportation, terminalling and storage services and the sale of commodities primarily to marketers and brokers, refiners and chemical manufacturers, utilities and power generation customers,

10

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



industrial users and local distribution companies. Beginning on January 1, 2018, we account for revenue from contracts with customers in accordance with Topic 606. The unit of account in Topic 606 is a performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided at a point in time or over a period of time. Topic 606 requires that a contract’s transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation in the contract based on relative standalone selling prices and recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied.

Commodity Sales - For the majority of our commodity sales contracts: (i) each unit of product is a separate performance obligation, since our promise is to sell multiple distinct units of product at a point in time, (ii) the transaction price principally consists of variable consideration, which is determinable on commodity index prices for the volume of the product sold to the customer that month and (iii) the transaction price is allocated to each performance obligation based on the product’s standalone selling price. Revenues from sales of commodities are recognized at the point in time when control of the commodity transfers to the customer, which generally occurs upon delivery of the product to the customer or its designee. Payment is generally received from the customer in the month following delivery. Contracts with customers have varying terms, including spot sales, month-to-month contracts and multi-year agreements.
In our Liquid Pipelines and Services segment, we enter into purchase and sales contracts as well as buy/sell contracts with counterparties, under which we gather and transport different types of crude oil and eventually sell the crude oil to either the same counterparty or different counterparties. For each of these arrangements, the Partnership assesses if control of the underlying commodity volumes transfer to the Partnership. Generally, the Partnership is unable to direct the use of the commodity volumes it purchases from the supplier because the Partnership is contractually required to redeliver an equivalent volume of the commodity back to the supplier or to a specified customer, therefore these arrangements are recorded on a net basis.
Occasionally, we enter into crude oil inventory exchange arrangements with the same counterparty where the purchase and sale of inventory are considered in contemplation of each other. These types of arrangements are accounted for as inventory exchanges and are recorded on a net basis.
Services - The Partnership provides gathering, processing, transportation, terminalling and storage services pursuant to a variety of contracts. Generally, for the majority of these contracts: (i) our promise is to transfer (or stand ready to transfer) a series of distinct integrated services over a period of time, which is a single performance obligation and (ii) the transaction price includes fixed or variable consideration, or both fixed and variable consideration. The amount of consideration is determinable at contract inception or at each month’s end based on our right to invoice at month end for the value of services provided to the customer in that month.
Revenue is recognized over the service period specified in the contract as the services are rendered using a time-based (passage of time) or units-based (units of service transferred) method for measuring provision of the services. Progress towards satisfying our performance obligation is based on the firm or interruptible nature of the promised service and the terms and conditions of the contract (such as contracts with or without makeup rights). Payment is generally received from the customer in the month of service or the month following the service. Contracts with customers generally are a combination of month-to-month and multi-year agreements.
Firm Services - Firm services are services that are promised to be available to the customer at all times during the term of the contract with limited exceptions. These agreements require customers to deliver, transport or throughput a minimum volume over an agreed upon period. Substantially all of such agreements are entered into with customers to economically support the return on our capital expenditure necessary to construct the related asset. Our firm service contracts are typically structured with take-or-pay or minimum volume provisions, which specify minimum service quantities a customer will pay for even if it chooses not to receive or use them in the specified service period (referred to as “deficiency quantities”).
Under firm service contracts, we record a receivable from the customer in the period that services are provided or when the transaction occurs, including amounts for deficiency quantities from customers associated with minimum volume commitments. If a customer has a make-up right associated with a deficiency, we defer the revenue attributable to the counterparty’s make-up right and subsequently recognize the revenue at the earlier of when the deficiency volume is delivered or shipped, when the make-up right expires or when it is determined that the customer’s ability to utilize the make-up right is remote.
Interruptible Services - Interruptible services are services provided to the extent that we have available capacity. Generally, we do not have an obligation to perform these services until we accept a customer’s periodic request for service. For the majority of these

11

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



contracts, the customer will pay only for the actual quantities of services it chooses to receive or use, and we typically recognize the transaction price as revenue as those units of service are transferred to the customer in the specified service period.
Gathering and Processing - Our Gas Gathering and Processing Services segment provides “wellhead-to-market” services to producers of natural gas and natural gas liquids, which include transporting raw natural gas from various receipt points through gathering systems, treating the raw natural gas, processing raw natural gas to separate the NGLs from the natural gas, fractionating NGLs and selling or delivering pipeline-quality natural gas and NGLs to various markets and pipeline systems. Services can be firm if subject to a minimum volume commitment or acreage dedication or interruptible when offered on an as requested, non-guaranteed basis. Revenue for fee-based gathering and processing services are valued based on the rate in effect for the month of service and is recognized in the month of service based on the volumes of natural gas we gather, process and fractionate. Under these arrangements, we may take control of: (i) none of the commodities we sell (i.e., residue gas or NGLs), (ii) a portion of the commodities we sell or (iii) all of the commodities we sell.
In those instances where we purchase and obtain control of the entire natural gas stream in our producer arrangements, we have determined these are contracts with suppliers rather than contracts with customers and therefore, these arrangements are not included in the scope of Topic 606. These supplier arrangements are subject to updated guidance in Accounting Standards Codification (“ASC”) 705, Cost of Sales and Services, whereby any embedded fees within such contracts, which historically have been reported as services revenue, are now reported as a reduction to cost of sales upon adoption of Topic 606.
In those instances where we remit all of the cash proceeds received from third parties for selling the extracted commodities to the producer, less the fees attributable to these arrangements, we have determined that the producer has control over these commodities. Upon adoption of Topic 606, we eliminated recording both sales revenue (natural gas and products) and cost of sales amounts and now only record fees attributable to these arrangements as service revenues.
In other instances where we do not obtain control of the extracted commodities we sell, we are acting as an agent for the producer and, upon adoption of Topic 606, we have continued to recognize services revenue for the net amount of consideration we retain in exchange for our service.
The Partnership may charge additional service fees to customers for a portion of the contract term (i.e., for the first year of a contract or until reaching a volume threshold) due to the significant upfront capital investment, and these fees are initially deferred and recognized to revenue over the expected period of customer benefit, generally the lesser of the expected contract term or the life of the related properties.
Transportation - Our transportation operations generally consist of fee-based activities associated with transporting crude oil, natural gas and NGL on pipelines, gathering systems and trucks. Revenues from pipeline tariffs and fees are associated with the transportation at a published tariff, as well as revenues associated with agreements for committed capacity on various assets. We primarily recognize pipeline tariff and fee revenues over time based on the volumes delivered and invoiced. The majority of our pipeline tariff and fee revenues are based on actual volumes and rates.
As is common in the pipeline transportation industry, our tariffs incorporate a loss allowance factor. The intent of the allowance in arrangements for the transportation of natural gas is to approximate the natural shrink that occurs when transporting the gas. For crude oil transportation arrangements, loss allowance provisions are immaterial to the Partnership. In the event the Partnership retains excess natural gas and crude oil and subsequently sells the commodity to a third party, the sale is recorded at that point in time as a commodity sale.
Terminalling and Storage - In our Terminalling Services segment, we generally receive fee-based compensation on guaranteed firm storage contracts, throughput fees charged to our customers when their products are either received or disbursed, and other operational charges associated with ancillary services provided to our customers, such as excess throughput and steam heating. Storage fees resulting from short-term and long-term contracts are typically recognized in revenue ratably over the term of the contract regardless of the actual storage capacity utilized.
Adoption of the new revenue standard resulted in changes to the timing of revenue recognition and in the reclassification between financial statement line items. See Note 3 - Revenue Recognition, for further discussion.
Statement of Cash Flows - In August 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides specific guidance on cash flow classification issues to reduce diversity in practice. In connection with the January 1, 2018 retrospective adoption of this ASU, for the nine months ended September 30, 2017, we reclassified $9.4 million in distributions

12

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



received from unconsolidated affiliates from operating cash inflows to investing cash inflows and reclassified $2.5 million of transaction costs associated the disposal of our Propane Business from an investing cash outflow to an operating cash outflow in our Condensed Consolidated Statements of Cash Flows.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which requires amounts described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. A reconciliation between the balance sheet and the statement of cash flows must be disclosed when the balance sheet includes more than one line item for cash, cash equivalents, restricted cash and restricted cash equivalents.

We retrospectively adopted ASU 2016-18 as of January 1, 2018. For the nine months ended September 30, 2017, cash flows from operating activities have been adjusted to remove the impact of $3.5 million in restricted cash outflows, and cash flows from investing activities has been adjusted to remove the impact of $302.7 million in restricted cash inflows.

During the preparation of our third quarter of 2018 Condensed Consolidated Financial Statements, we identified an error in the presentation of distributions from unconsolidated affiliates in our Condensed Consolidated Statements of Cash Flows in our March 31, 2018 and June 30, 2018 Quarterly Reports on Form 10-Q. This error resulted in the overstatement of net cash provided by operating activities and a corresponding overstatement of net cash used in investing activities of $2.5 million for the three months ended March 31, 2018 and the understatement of net cash provided by operating activities and a corresponding understatement of net cash used in investing activities of $1.0 million for the six months ended June 30, 2018. This error also resulted in a $6.3 million overstatement of net cash provided by operating activities and a corresponding overstatement of net cash used in investing activities for the six months ended June 30, 2017 as presented in the June 30, 2018 Quarterly Report on Form 10-Q. These errors were corrected in the accompanying Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017. The errors were not considered material to the previously issued or current financial statements.

Stock Compensation - In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). ASU 2017-09 was issued with the intent to clarify the scope of modification accounting and when it should be applied to a change to the terms or conditions of a share-based payment award. Under the new guidance, modification accounting is required for all changes to share based payment awards, unless all the following conditions are met: (i) there is no change to the fair value of the award, (ii) the vesting conditions have not changed and (iii) the classification of the award as an equity instrument or a debt instrument has not changed. We adopted ASU 2017-09 on its effective date of January 1, 2018, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements.

Income Taxes - In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update) (“ASU 2018-05”), to provide guidance for companies that have not completed their accounting for the income tax effects of the Tax Cuts and Jobs Act (the “Act”) in the period of enactment. The measurement period begins in the reporting period that includes the Act’s enactment date of December 22, 2017, and ends when a company has obtained, prepared and analyzed the information needed to complete the accounting requirements under ASU 2018-05 and should not extend beyond one year from the enactment date. The impact of adopting the new guidance on our consolidated financial position, cash flows or results of operations, as well as on related disclosures was not material.

Standards Not Yet Adopted

Leases (Topic 842) - In February 2016, the FASB issued ASU No. 2016-02 (“Topic 842”) Leases, which supersedes the lease recognition requirements in ASC 840, Leases. Under the new guidance, for leases with a term longer than 12 months a lessee should recognize a lease liability and a right-of-use asset representing its right to use the underlying asset for the lease term. Topic 842 retains a classification distinction between finance leases and operating leases, with the classification affecting the pattern of expense recognition in the income statement. This ASU also requires enhanced disclosures. Early adoption is permitted. We are currently assessing the impact of this new guidance via review of existing contracts that may have a lease impact and other purchase obligations that contain embedded lease features, which are generally classified as operating leases under the existing guidance. We selected a third-party consulting firm to assist us with the adoption of the new guidance. We are implementing specialized software and developing policies based on reviews performed to date of existing arrangements. We intend to complete any required changes to our systems, software applications and processes, including updating our internal controls during 2018. In 2018, the FASB also issued ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842 and ASU No. 2018-11, Targeted Improvements. Under these updates, optional transition practical expedients are available i) whereby existing or expired land easements that were not previously accounted for as leases under Topic 840 are not required to be evaluated under Topic 842 and ii) lease and associated non-lease components are not required to be separated within a contract if certain criteria are met. In addition, under ASU No. 2018-11, companies may initially apply the new lease requirements at the effective date. We

13

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



intend to apply the new lease requirements as of January 1, 2019, recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, and to apply the practical expedients. We are still in the process of quantifying the cumulative-effect adjustment.
Financial Instruments - In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This guidance will become effective for interim and annual periods beginning after December 15, 2019. We expect to adopt ASU 2016-13 on January 1, 2020, and we are currently evaluating the effect that adopting this guidance will have on our consolidated financial position, results of operations and cash flows.

Fair Value Measurement - In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This guidance eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies certain disclosure requirements. The FASB developed the amendments to Topic 820 as part of its broader disclosure framework project, which aims to improve the effectiveness of disclosures in the notes to financial statements by focusing on requirements that clearly communicate the most important information to users of the financial statements. This guidance will become effective for interim and annual periods beginning after December 15, 2019. We expect to adopt ASU 2018-13 on January 1, 2020, and we are currently evaluating the impact, if any, that adopting this guidance will have on our disclosures.

Cloud Computing Arrangements - In August 2018, the FASB issued ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract ("ASU 2018-15"). The ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The capitalized implementation costs of a hosting arrangement that is a service contract will be expensed over the term of the hosting arrangement. ASU 2018-15 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The amendments can be applied either retrospectively or prospectively to all implementation costs incurred after the adoption date. We expect to adopt ASU 2018-15 on January 1, 2020, and we are currently evaluating the impact, if any, that adopting this guidance will have on our accounting and disclosures.

Critical Accounting Policies and Estimates

See Item 7 section Critical Accounting Policies and Estimates and Item 1A. Risk Factors of the 2017 Form 10-K for additional information relating to our critical accounting policies and risk factors.

Goodwill - We record goodwill for the excess of the cost of an acquisition over the fair value of the net assets of the acquired business. Goodwill is reviewed for impairment at least annually, as of October 1st of each year, or more frequently if an event or change in circumstance indicates that an impairment may have occurred. We first assess qualitative factors to evaluate whether it is more likely than not that an impairment has occurred, and it is therefore necessary to perform the one-step quantitative goodwill impairment test. If the one-step quantitative goodwill impairment test indicates that the goodwill is impaired, an impairment loss is recorded, which is the difference between carrying value of the reporting unit and its fair value, with the impairment loss not to exceed the amount of goodwill recorded.

When performing a quantitative impairment test, the Partnership generally determines the fair value of its reporting units using a discounted cash flow method. In the event the Partnership enters into an agreement to sell all or substantially all of a reporting unit, the Partnership will utilize such information. While using the discounted cash flow method, we must make estimates of projected cash flows related to assets, which include, but are not limited to, assumptions about revenue growth rates, operating margins, weighted average costs of capital and future market conditions, the use or disposition of assets, estimated remaining life of assets and future expenditures necessary to maintain current operations. We also must make certain estimates and assumptions, including, among other things, changes in general economic conditions in regions in which our markets are located, the availability and prices of energy commodities (such as natural gas, crude oil and refined products), our ability to negotiate favorable sales agreements, the risks that natural gas exploration and production activities will not occur or be successful, our dependence on certain significant customers and producers of natural gas and competition from other companies.

Under the discounted cash flow method, the Partnership determines fair value based on estimated future cash flows and earnings before income tax, depreciation and amortization (“EBITDA”) of each reporting unit including estimates for capital expenditures, discounted to present value using the risk-adjusted industry rate, which reflects the overall level of inherent risk of the reporting unit. Cash flow projections are derived from one-year budgeted amounts and five-year operating forecasts plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit

14

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



using growth rates that management believes are reasonably likely to occur. The annual budget process is typically completed near the annual goodwill impairment testing date, and management uses the most recent information for the annual impairment tests. The forecast is also subjected to a comprehensive update annually in conjunction with the annual budget process and is revised periodically to reflect new information and revised expectations.

The estimates of future cash flows and EBITDA are subjective in nature and are subject to impacts from the business risks described in Item 1A. Risk Factors of the 2017 Form 10-K. While we believe we have made reasonable estimates and assumptions based on available information to calculate the fair value, if future results are not consistent with our estimates, changes in fair value estimates could result in additional impairments in future periods that could be material to our results of operations.

As of December 31, 2017, we had $128.9 million of goodwill within seven reporting units. Of this amount, $46.8 million of goodwill for two reporting units was at risk of failing the one-step quantitative test.

Our Silver Dollar reporting unit in our Liquid Pipelines and Services segment had $35.7 million in goodwill as of December 31, 2017. As described in Note 10 - Goodwill and Intangible Assets, Net in our 2017 Form 10-K, we recorded an impairment on the Silver Dollar reporting unit during the fourth quarter of 2017; therefore, the fair value approximates the carrying value subsequent to impairment. The impairment taken in 2017 related primarily to cash flow assumptions included in our discounted cash flow analysis that were adversely impacted by delays in drilling and completions experienced by producers.

The Cushing reporting unit in our Terminalling Services segment had $11.1 million in goodwill as of December 31, 2017, and the fair value exceeded carrying value by approximately 7%. In our discounted cash flow analysis for 2017, we assumed lower utilization rates and cash flows due to required tank inspections through early 2019. The lower utilization was not previously expected, or reflected, in our assumptions. If the expected completion date of the inspections or future contracting rates should differ from the assumptions made in our 2017 analysis, the amount by which the estimated fair value exceeds carrying value could be negatively impacted.

As of September 30, 2018, we had $51.7 million of goodwill within three reporting units in our Condensed Consolidated Balance Sheet and $61.2 million of goodwill within two reporting units classified as held for sale. There were no triggering events during the nine months ended September 30, 2018 and, therefore, we have not quantitatively updated our assessments. We will perform our annual impairment test for goodwill as of October 1, 2018.
 
(3) Revenue Recognition

Effect of ASC Topic 606 Adoption - The effect of adopting Topic 606, due to the change in method to measure project progress, as discussed in Note 2 - Recent Accounting Pronouncements, is as follows (in thousands):

 
 
Three months ended September 30, 2018
 
Nine months ended September 30, 2018
 
 
As Reported
 
Adjustments
 
Amounts Without Adoption of Topic 606
 
As Reported
 
Adjustments
 
Amounts Without Adoption of Topic 606
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
Commodity sales
 
$
156,817


$
10,388

 
$
167,205

 
$
479,923

 
$
28,165

 
$
508,088

Services
 
45,763

 
(9,965
)
 
35,798

 
148,997

 
(24,890
)
 
124,107

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
Costs of sales
 
150,274

 
6,349

 
156,623

 
461,948

 
14,923

 
476,871

Direct operating expenses
 
20,407

 
(5,248
)
 
15,159

 
65,595

 
(10,254
)
 
55,341

Operating income
 
67,164

 
(678
)
 
66,486

 
47,142

 
(1,394
)
 
45,748

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to the Partnership
 
38,158

 
(678
)
 
37,480

 
6,984

 
(1,394
)
 
5,590

 
 
 
 
 
 
 
 
 
 
 
 
 
General Partner’s interest in net income
 
504

 
(9
)
 
495

 
92

 
(18
)
 
74

Limited Partners’ interest in net income
 
37,654

 
(669
)
 
36,985

 
6,892

 
(1,376
)
 
5,516



15

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



 
 
As of September 30, 2018
                                   
 
As Reported
 
Adjustments
 
Amounts Without Adoption of Topic 606
Assets
 
 
 
 
 
 
Accounts receivable, net
 
$
84,819

 
$
(66,250
)
 
$
18,569

Unbilled revenue
 

 
66,250

 
66,250

Other current assets
 
25,971

 
(252
)
 
25,719

Other assets, net
 
21,506

 
(7,785
)
 
13,721

Liabilities
 
 
 
 
 
 
Accrued expenses and other current liabilities
 
116,141

 
(905
)
 
115,236

Liabilities held for sale
 
1,922

 
(665
)
 
1,257

Other long-term liabilities
 
15,770

 
(14,110
)
 
1,660


The majority of the adjustments in the table above were associated with our natural gas gathering and processing, transportation pipeline and terminalling revenues. The magnitude of the future effect of implementing Topic 606 is dependent on future customer volumes subject to the impacted contracts and commodity prices for those volumes.

Disaggregated Revenue

The following table presents our segment revenues from contracts with customers disaggregated by type of activity (in thousands):
 
Three months ended September 30, 2018
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
Total
Commodity sales:
 
 
 
 
 
 
 
 
 
 
 
     Natural gas
$
2,672

 
$

 
$
5,988

 
$
2,207

 
$

 
$
10,867

     NGLs
24,338

 

 

 
54

 

 
24,392

     Condensate
14,994

 

 

 
343

 

 
15,337

     Crude oil

 
104,984

 

 

 

 
104,984

     Other sales (1)
365

 

 
1

 
19

 
852

 
1,237

 
42,369

 
104,984

 
5,989

 
2,623

 
852

 
156,817

Services:
 
 
 
 
 
 
 
 
 
 
 
     Gathering and processing
10,164

 

 

 
969

 

 
11,133

     Transportation
241

 
4,540

 
6,565

 
10,203

 

 
21,549

     Terminalling and storage

 

 

 

 
6,410

 
6,410

     Other services (2)
655

 
35

 
156

 
5,536

 
289

 
6,671

 
11,060

 
4,575

 
6,721

 
16,708

 
6,699

 
45,763

 
 
 
 
 
 
 
 
 
 
 
 
Revenues from contracts with customers
$
53,429

 
$
109,559

 
$
12,710

 
$
19,331

 
$
7,551

 
$
202,580


16

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



 
Nine months ended September 30, 2018
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
Total
Commodity sales:
 
 
 
 
 
 
 
 
 
 
 
     Natural gas
$
8,099

 
$

 
$
18,098

 
$
7,231

 
$

 
$
33,428

     NGLs
63,547

 

 

 
125

 

 
63,672

     Condensate
34,796

 

 

 
440

 

 
35,236

     Crude oil

 
337,281

 

 

 

 
337,281

     Other sales (1)
690

 

 
7

 
83

 
9,526

 
10,306

 
107,132

 
337,281

 
18,105

 
7,879

 
9,526

 
479,923

Services:
 
 
 
 
 
 
 
 
 
 
 
     Gathering and processing
29,370

 

 

 
874

 

 
30,244

     Transportation
489

 
11,754

 
25,833

 
29,092

 

 
67,168

     Terminalling and storage

 

 

 

 
30,393

 
30,393

     Other services (2)
1,622

 
912

 
401

 
16,866

 
1,391

 
21,192

 
31,481

 
12,666

 
26,234

 
46,832

 
31,784

 
148,997

 
 
 
 
 
 
 
 
 
 
 
 
Revenues from contracts with customers
$
138,613

 
$
349,947

 
$
44,339

 
$
54,711

 
$
41,310

 
$
628,920

_________________________ 
(1) Other commodity sales for our Terminalling Services segment include sales of Refined Products and Marine Products terminals. See Note 4 - Acquisitions and Dispositions.
(2) Other services in our Offshore Pipelines and Services segment include asset management services.

Other Items in Revenue

The following table presents the reconciliation of our revenues from contracts with customers to segment revenues and total revenues as disclosed in our Condensed Consolidated Statements of Operations (in thousands):

 
Three months ended September 30, 2018
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
Total
Revenues from contracts with customers
$
53,429

 
$
109,559

 
$
12,710

 
$
19,331

 
$
7,551

 
$
202,580

Loss on commodity derivatives, net
(93
)
 
(141
)
 

 

 

 
(234
)
     Total revenues of reportable segments
$
53,336

 
$
109,418

 
$
12,710

 
$
19,331

 
$
7,551

 
$
202,346

 
Nine months ended September 30, 2018
 
Gas Gathering and Processing Services
 
Liquid Pipelines and Services
 
Natural Gas Transportation Services
 
Offshore Pipelines and Services
 
Terminalling Services
 
Total
Revenues from contracts with customers
$
138,613

 
$
349,947

 
$
44,339

 
$
54,711

 
$
41,310

 
$
628,920

Loss on commodity derivatives, net
(385
)
 
(145
)
 

 

 

 
(530
)
     Total revenues of reportable segments
$
138,228

 
$
349,802

 
$
44,339

 
$
54,711

 
$
41,310

 
$
628,390

    
We may utilize derivative instruments in connection with contracts with customers. We purchase and take title to a portion of the NGLs and crude oil that we sell, which may expose us to changes in the price of these products in our sales markets. We do not take title to the natural gas we transport and therefore have no direct commodity price exposure to natural gas. Derivative gains or losses are not included as a component of revenue from contracts with customers, but are included in other items in revenue.


17

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



Contract Balances

Our contract assets and liabilities primarily relate to contracts where allocations of the transaction prices result in differences to the pattern and timing of revenue recognition as compared to contractual billings. Where payments are received in advance of recognition as revenue, contract liabilities are created. Where we have earned revenue and our right to invoice the customer is conditioned on something other than the passage of time, contract assets are created.

The following table presents the change in the contract assets and liability balances during the nine months ended September 30, 2018 (in thousands):
 
Contract Assets
 
Contract Liabilities
Balance at December 31, 2017
$

 
$
2,136

Topic 606 implementation
2,555

 
13,246

Amounts recognized as revenue

 
(2,155
)
Additions
5,482

 
3,250

Contract balances included in assets/liabilities held for sale

 
(665
)
Balances at September 30, 2018
$
8,037

 
$
15,812

 
 
 
 
Current
$
252

 
$
905

Non-current
7,785

 
14,907

Balances at September 30, 2018
$
8,037

 
$
15,812


As of September 30, 2018, in our Condensed Consolidated Balance Sheets, the current portion of contract assets is included as a component of Accounts Receivable, net of allowance for doubtful accounts, the non-current portion is included in Other assets, net; the current portion of contract liabilities is included in Accrued expenses and other current liabilities and the non-current portion is included in Other long-term liabilities.

Remaining Performance Obligations

The Partnership applies the practical expedients in Topic 606 and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied (or partially unsatisfied) performance obligations. The following table as of September 30, 2018, represents only revenue expected to be recognized from contracts where the price and quantity of the product or service are fixed:

 
Remainder of 2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Gathering and processing based on minimum volume commitments
$
3,065

 
$
12,667

 
$
12,667

 
$
12,644

 
$
12,391

 
$
18,289

 
$
71,723

Transportation agreements
5,523

 
19,604

 
18,690

 
18,507

 
18,428

 
193,484

 
274,236

Terminalling and storage throughput agreements(1)
972

 
3,644

 
2,419

 
2,113

 
1,005

 

 
10,153

Other
423

 
1,648

 
1,560

 

 

 

 
3,631

Total
$
9,983

 
$
37,563

 
$
35,336

 
$
33,264

 
$
31,824

 
$
211,773

 
$
359,743

_________________________ 
(1) Represents remaining performance obligations associated with assets held-for-sale.

Due to the application of the practical expedients, the table above represents only a portion of the Partnership’s expected future consolidated revenues and it is not necessarily indicative of the expected trend in total revenues for the Partnership. Certain contracts have not been presented in the table above due to the term being one year or less and due to variability in the amount of performance obligation remaining, variability in the timing of recognition or variability in consideration. Acreage dedications do require us to perform future services but do not contain a minimum level of services and are therefore excluded from this presentation. Long-term supply and logistics arrangements contain variable timing, volumes and/or consideration and are excluded from this presentation.

18

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)




(4) Acquisitions and Dispositions

Acquisitions

The 2017 acquisitions are as follows:

On March 8, 2017, we completed the acquisition of JP Energy Partners LP (“JPE”), an entity controlled by ArcLight affiliates, in a unit-for-unit exchange. As both we and JPE were controlled by ArcLight affiliates, the acquisition represented a transaction among entities under common control. The accompanying Condensed Consolidated Financial Statements and related Notes present the combined financial position, results of operations, cash flows and equity of JPE at historical cost.
On June 2, 2017, we acquired 100% of Viosca Knoll Gathering System (“VKGS”) from Genesis Energy, L.P. for total consideration of approximately $32 million in cash. This was accounted for as a business combination.
On August 8, 2017, we acquired 100% of the interest in Panther Offshore Gathering Systems, LLC (“POGS”), Panther Pipeline, LLC (“PPL”) and Panther Operating Company, LLC (“POC” and, together with POGS and PPL, “Panther”) from Panther Asset Management LLC for $60.9 million in cash, issuance of common units and other considerations. This was accounted for as a business combination.
On November 3, 2017, we completed the acquisition of 100% of the equity interests in Trans-Union Interstate Pipeline, LP (“Trans-Union”) from affiliates of ArcLight, for a total consideration of $49.4 million. The consideration consisted of $16.9 million cash funded from borrowings under our revolving credit facility and the assumption of $32.5 million of non-recourse debt. This was accounted for as an acquisition between entities under common control.

Additionally, we acquired the following interests in 2017 that are accounted for as investments in unconsolidated affiliates:

On August 8, 2017, we entered into a new joint venture agreement with Targa Midstream Services, LLC (“Targa”) by which our previously wholly owned subsidiary Cayenne Pipeline, LLC became the Cayenne joint venture between Targa and us.
On September 29, 2017, we acquired an additional 15.5% equity interest in Class A units of the Delta House platform (“Delta House”) from affiliates of ArcLight for total cash consideration of $125.4 million
On October 27, 2017, American Midstream Emerald, LLC, a wholly-owned subsidiary of the Partnership, entered into a purchase and sale agreement with Emerald Midstream, LLC, an ArcLight affiliate, to purchase an additional 17% equity interest in Destin for total cash consideration of $30.0 million.

For further discussion, see the Note 3 - Acquisitions in our 2017 Form 10-K. The proforma effects of the 2017 acquisitions were not material to our Condensed Consolidated Statements of Operations and therefore have not been presented separately.

Southcross Energy Partners, L.P. Merger Termination Fee

On October 31, 2017, we, our General Partner, our wholly owned subsidiary, Cherokee Merger Sub LLC, Southcross Energy Partners, L.P. (“SXE”) and Southcross Energy Partners GP, LLC, entered into an Agreement and Plan of Merger (the “SXE Merger Agreement”), and we, our General Partner and Southcross Holdings LP (“Holdings LP”) entered in to a Contribution Agreement (“Contribution Agreement”), for total consideration of $818 million. Under the Merger Agreement and the Contribution Agreement, we would have acquired SXE and substantially all the current subsidiaries of Holdings LP. The SXE Merger Agreement and the Contribution Agreement originally provided for an outside closing date of June 1, 2018. On June 1, 2018 the parties to the Merger Agreement and the Contribution Agreement agreed to extend such outside closing date to June 15, 2018 (the “Outside Closing Date”).

On July 29, 2018, following the expiration of the Outside Closing Date, we received notice of termination of the SXE Merger Agreement from SXE and notice of termination of the Contribution Agreement from Holdings LP. The terms of the Contribution Agreement required the payment to Holdings LP of a $17 million termination fee in the event Holdings LP terminated the Contribution Agreement after the Outside Closing Date due to our inability to obtain financing to close the SXE Transactions on terms reasonably acceptable to us. The termination fee serves as liquidated damages, was paid in August 2018 and is presented as Termination fee in the Condensed Consolidated Statements of Operations.


19

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



Dispositions

On June 16, 2018, we entered into a definitive agreement for the sale of our marine liquids terminals (the “Marine Products”) to institutional investors. The divestiture of the Marine Products, including the Harvey and Westwego terminals located in the Port of New Orleans, Louisiana and the Brunswick terminal located in the Port of Brunswick, Georgia, is a continuation of the Partnership's previously announced non-core asset divestiture program. On July 31, 2018, we completed the sale of Marine Products. Net proceeds from this disposition were $208.6 million, exclusive of $5.7 million in advisory fees and other costs, and were used to pay down the Credit Agreement (as defined in Note 13 - Debt Obligations). We recognized a $99.4 million gain, which is reflected in the Gain on Sale of Assets, Net in our Condensed Consolidated Statements of Operations. The tax expense associated with the gain was approximately $29.8 million and is included in Income tax expense in the Condensed Consolidated Statements of Operations. The sale of Marine Products did not meet the criteria for discontinued operations, as we believe the disposal does not represent a strategic shift that will have a major effect on our operations or financial results.

Assets Held for Sale

In the second quarter of 2017, we began executing a capital optimization strategy to simplify our business and redeploy capital from non-core assets toward higher return and growth opportunities. In addition to the sale of our propane business (“Propane Business”) discussed below under Discontinued Operations, we determined that our terminalling assets were not integral to our core strategies, and therefore, we began contemplating their disposition. We began actively marketing our Terminalling Services segment assets to use the proceeds to fund future acquisitions and growth projects.
On February 16, 2018, we entered into a definitive agreement for the sale of our refined products terminals (the “Refined Products”) to DKGP Energy Terminals LLC (“DKGP”), for $138.5 million in cash, subject to working capital adjustments. On August 1, 2018, we, and DKGP, announced the termination of the sales agreement for our Refined Products. We are continuing to market Refined Products.

The planned disposition of the Refined Products terminals does not meet the criteria for discontinued operations, as we believe the disposal does not represent a strategic shift that will have a major effect on our operations or financial results. As of September 30, 2018, Refined Products assets and liabilities are classified as current assets held for sale and current liabilities held for sale consistent with the classification of our revolving credit facility which matures September 5, 2019, as the net cash proceeds received from the sale are required to be repaid and reduce the aggregate commitments of our revolving credit facility. See Note 13 - Debt Obligations for more information. As of September 30, 2018, certain remaining assets in the Terminalling Services segment do not meet the criteria to be classified as held for sale, and are therefore excluded from being presented as held for sale.

Included in the disposal group are the following assets and liabilities at September 30, 2018 (in thousands):
 
Refined Products
 
 
Accounts receivable, net
$
2,170

Inventory
762

Other current assets
131

Property, plant and equipment, net
32,390

Goodwill
61,163

Intangible assets
29,403

Other non-current assets
671

     Total assets held for sale
$
126,690

 
 
Accounts payable
$
227

Accrued gas purchases
108

Accrued expenses and other current liabilities
1,097

Other long-term liabilities
490

     Total liabilities held for sale
$
1,922


20

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



Discontinued Operations

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

In connection with the transaction, we received approximately $170 million in cash, net of customary closing adjustments. We recorded a gain of $46.5 million, exclusive of of $2.5 million in advisory fees and other costs. We have reported the accounts and the results of our Propane Business, including the gain on sale, as Income from discontinued operations, including gain on sale in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2017.

Summarized financial information related to the Propane Business is set forth in the tables below (in thousands):
 
Three months ended September 30, 2017
 
Nine months ended September 30, 2017
Total revenue
$
20,458

 
$
87,615

Total operating expenses
22,489

 
92,196

     Operating loss
(2,031
)
 
(4,581
)
Other income
197

 
280

Income tax expense
(15
)
 
(59
)
Loss from discontinued operations
(1,849
)
 
(4,360
)
     Gain from the sale of discontinued operations
46,545

 
46,545

Income from discontinued operations, including gain on sale
$
44,696

 
$
42,185

 
 
 
 
Depreciation and amortization
$
2,355

 
$
9,823

Capital expenditures
$
722

 
$
3,143

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

 
$
(55
)
Unrealized loss on derivative contracts, net
$
(526
)
 
$
530


(5) Inventory

Inventory consists of the following (in thousands):
 
 
September 30, 2018
 
December 31, 2017
Crude oil
 
$
2,416

 
$
1,553

NGLs
 
544

 
347

Refined products
 

 
934

Materials, supplies and equipment
 
120

 
132

Total inventory
 
$
3,080

 
$
2,966



21

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



(6) Other Current Assets

Other current assets consist of the following (in thousands):
 
September 30, 2018
 
December 31, 2017
Prepaid expenses
$
6,049

 
$
8,944

Current portion of deferred debt issuance costs (1)
5,057

 

Insurance receivables
649

 
1,741

Due from related parties
2,461

 
4,362

Other receivables
4,520

 
5,187

Risk management assets
7,235

 
3,186

   Total other current assets
$
25,971

 
$
23,420

___________________________________________________ 
(1) Related to our Credit Agreement. See Note 13 - Debt Obligations for discussion of our debt obligations.


(7) Risk Management Activities

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

Commodity Derivatives

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

Our forward contracts that qualify for the Normal Purchase Normal Sale (“NPNS”) exception under GAAP are recognized when the underlying commodity is delivered. In accordance with ASC 815, Derivatives and Hedging, if it is determined that a transaction designated as NPNS no longer meets the scope of the exception, the fair value of the related contract is recorded on the balance sheet (as an asset or liability) and the difference between the fair value and the contract amount is immediately recognized through earnings.

We measure our commodity derivatives at fair value using the income approach, which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations utilize indirectly observable (“Level 2”) inputs, including commodity prices observable at commonly quoted intervals.

The following table summarizes the net notional volumes of our outstanding commodity-related derivatives, excluding those contracts that qualified for the NPNS exception as of September 30, 2018 and December 31, 2017, none of which were designated as hedges for accounting purposes. We had no outstanding commodity-related derivatives as of December 31, 2017.
 
 
September 30, 2018
 
December 31, 2017
Commodity Swaps
 
Volume
 
Maturity
 
Volume
 
Maturity
NGLs Fixed Price (gallons)
 
831,600
 
January 2019
 
 
Crude Oil Basis (barrels)
 
93,000
 
December 2018
 
 

Interest Rate Swaps

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

As of both September 30, 2018 and December 31, 2017, we had a combined notional principal amount of $550.0 million of variable-to-fixed interest rate swap agreements. As of September 30, 2018, the maximum length of time over which we have hedged a portion of our exposure due to interest rate risk is through December 31, 2022.

22

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)




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

Weather Derivative

In the second quarters of 2018 and 2017, we entered into a yearly weather derivative arrangement to mitigate the impact of potential unfavorable weather on our operations under which we could receive payments totaling up to $20.0 million and $30.0 million, respectively, in the event that a hurricane of certain strength passes through the areas identified in the derivative agreement. The weather derivative, which is accounted for using the intrinsic value method, was entered into with a single counterparty, and we were not required to post collateral.

We paid $1.0 million and $1.1 million in premiums during the nine months ended September 30, 2018 and 2017, respectively. Premiums are amortized to Direct operating expenses on a straight-line basis over the one-year term of the contract. Unamortized amounts associated with the weather derivatives were $0.7 million and $0.5 million as of September 30, 2018 and December 31, 2017, respectively, and are included in Other current assets on the Condensed Consolidated Balance Sheets.

Financial Instruments Measured at Fair Value on a Recurring Basis - The following table summarizes the fair values of our derivative contracts (before netting adjustments) included in the Condensed Consolidated Balance Sheets (in thousands):
 
 
 
Asset Derivatives
 
Liability Derivatives
Type
Balance Sheet Classification
 
September 30,
2018
 
December 31, 2017
 
September 30,
2018
 
December 31, 2017
Commodity derivatives
Accrued expenses and other current liabilities
 
$

 
$

 
$
(352
)
 
$

 
 
 
 
 
 
 
 
 
 
Interest rate swaps
Other current assets
 
6,534

 
2,677

 

 

Interest rate swaps
Other assets, net
 
11,074

 
8,807

 

 

 
 
 
 
 
 
 
 
 
 
Weather derivatives
Other current assets
 
701

 
509

 

 

 
Total
 
$
18,309

 
$
11,993

 
$
(352
)
 
$

    
As of September 30, 2018 and December 31, 2017, there were no offsets to the fair value of our derivative assets and liabilities on a gross basis in the Condensed Consolidated Balance Sheets subject to enforceable master netting arrangements.

For each of the three and nine months ended September 30, 2018 and 2017, the realized and unrealized gains (losses) associated with our commodity, interest rate and weather derivative instruments were recorded in our Condensed Consolidated Statements of Operations as follows (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
Realized
 
Unrealized
 
Realized
 
Unrealized
2018
 
 
 
 
 
 
 
Loss on commodity derivatives, net
$
(122
)
 
$
(112
)
 
$
(178
)
 
$
(352
)
Interest expense, net of capitalized interest
341

 
33

 
2,976

 
6,123

Direct operating expenses
(247
)
 

 
(797
)
 

 

 

 

 

2017
 
 
 
 
 
 
 
Loss on commodity derivatives, net
$
(51
)
 
$
(546
)
 
$
465

 
$
(498
)
Interest expense, net of capitalized interest
51

 
221

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

 
(753
)
 



23

American Midstream Partners, LP and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)



Fair Value                     
Financial Instruments Not Measured at Fair Value on a Recurring Basis - The following table presents the carrying value and estimated fair value of our financial instruments that are not measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017. Short-term and long-term debt are recorded at amortized cost in the Condensed Consolidated Balance Sheets.
 
 
 
 
September 30, 2018
 
December 31, 2017
 
 
 
 
Carrying Amount
 
Fair Value