Southcross Energy Partners Inactive 10-Q7 May 142014 Q1 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	7-May-14	7-May-14	7-May-14
	Mar. 31, 2014	Subordinated Units [Member]	Preferred units issued	Limited Partner, units authorized
Entity Registrant Name	'Southcross Energy Partners, L.P.	'	'	'
Entity Central Index Key	'0001547638	'	'	'
Document Type	'10-Q	'	'	'
Document Period End Date	31-Mar-14	'	'	'
Amendment Flag	'false	'	'	'
Current Fiscal Year End Date	'--12-31	'	'	'
Entity Current Reporting Status	'Yes	'	'	'
Entity Filer Category	'Accelerated Filer	'	'	'
Entity Common Stock, Shares Outstanding	'	12,213,713	1,800,886	21,465,046
Document Fiscal Year Focus	'2014	'	'	'
Document Fiscal Period Focus	'Q1	'	'	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:	'	'
Cash and cash equivalents	$4,434	$3,349
Trade accounts receivable	65,876	57,669
Prepaid expenses	1,893	3,061
Other current assets	5,493	5,105
Total current assets	77,696	69,184
Property, plant and equipment, net	617,162	575,795
Intangible assets, net	1,554	1,568
Other assets	5,612	5,768
Total assets	702,024	652,315
Current liabilities:	'	'
Accounts payable and accrued liabilities	74,517	62,451
Other current liabilities	5,804	5,344
Total current liabilities	80,321	67,795
Long-term debt	170,850	267,300
Other non-current liabilities	2,081	1,692
Total liabilities	253,252	336,787
Commitments and contingencies	'	'
Partners' capital:	'	'
Accumulated other comprehensive loss	-106	-210
Total partners' capital	407,767	275,024
Liabilities, preferred units, and partners' capital:	'	'
Total liabilities, preferred units and partners' capital	702,024	652,315
Limited Partner, units authorized	'	'
Partners' capital:	'	'
Total partners' capital	304,586	169,141
Subordinated Units [Member]	'	'
Partners' capital:	'	'
Total partners' capital	94,120	99,726
General Partner interest [Member]	'	'
Partners' capital:	'	'
General Partner interest	9,167	6,367
Total partners' capital	9,167	6,367
Series A convertible preferred units	'	'
Preferred units of Southcross Energy LLC:	'	'
Series A convertible preferred units (1,800,886 and 1,769,915 units issued and outstanding as of March 31, 2014 and December 31, 2013, respectively)	$41,005	$40,504

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Mar. 31, 2014	Dec. 31, 2013
Limited Partner, units authorized	'	'
Partners' capital:	'	'
Limited Partner, units authorized	23,163,713	13,963,713
Limited Partner, units issued	21,454,119	12,253,985
Limited Partner, units outstanding	21,454,119	12,253,985
Subordinated Units [Member]	'	'
Partners' capital:	'	'
Limited Partner, units authorized	12,213,713	'
Limited Partner, units issued	12,213,713	12,213,713
Limited Partner, units outstanding	12,213,713	12,213,713
Series A convertible preferred units	'	'
Partners' capital:	'	'
Preferred units, units issued	1,800,886	1,769,915
Preferred units, units outstanding	1,800,886	1,769,915

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Revenues	$213,591	$144,250
Expenses:	'	'
Cost of natural gas and liquids sold	186,403	125,388
Operations and maintenance	10,861	9,889
Depreciation and amortization	8,528	7,249
General and administrative	6,103	6,041
Loss on asset disposal	4	0
Total expenses	211,899	148,567
Income (loss) from operations	1,692	-4,317
Interest expense	-2,973	-2,047
Loss before income tax expense	-1,281	-6,364
Interest expense	-8	-18
Net loss	-1,289	-6,382
Series A convertible preferred unit in-kind distribution	'	0
Series A preferred unit valuation adjustment to maximum redemption value	33	0
Net loss attributable to partners	-1,790	-6,382
General Partner [Member]	'	'
Expenses:	'	'
Net loss	-26	-128
Series A convertible preferred unit in-kind distribution	-502	'
Limited Partners	'	'
Expenses:	'	'
Net loss	-1,764	-6,254
Limited Partner, units authorized	'	'
Expenses:	'	'
Net loss	-757	-3,127
Basic and diluted earnings per unit	'	'
Net loss allocated to limited partner, basic and diluted	-1,045	-3,127
Weighted average number of limited partner units outstanding, basic and diluted	18,285,220	12,213,713
Basic and diluted loss per unit (in dollars per unit)	($0.06)	($0.26)
Subordinated Units [Member]	'	'
Expenses:	'	'
Net loss	-506	-3,127
Basic and diluted earnings per unit	'	'
Net loss allocated to limited partner, basic and diluted	($719)	($3,127)
Weighted average number of limited partner units outstanding, basic and diluted	12,213,713	12,213,713
Basic and diluted loss per unit (in dollars per unit)	($0.06)	($0.26)

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]	'	'
Net loss	($1,289)	($6,382)
Other comprehensive income (loss):	'	'
Hedging losses reclassified to earnings and recognized in interest expense	115	94
Adjustment in fair value of derivatives	-11	-69
Total other comprehensive income (loss)	104	25
Comprehensive loss	($1,185)	($6,357)

CONDENSED_CONSOLIDATED_STATEME2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2013
	Mar. 31, 2014	Mar. 31, 2013	General Partner [Member]	General Partner [Member]
Cash flows from operating activities:	'	'	'	'
Net loss	($1,289)	($6,382)	($26)	($128)
Adjustments to reconcile net loss to net cash provided by operating activities:	'	'	'	'
Depreciation and amortization	8,528	7,249	'	'
Unit-based compensation	529	408	'	'
Amortization of deferred financing costs	337	267	'	'
Loss on asset disposal	4	0	'	'
Unrealized gain on financial instruments	-32	0	'	'
Other, net	14	0	'	'
Changes in operating assets and liabilities:	'	'	'	'
Trade accounts receivable	-7,477	8,648	'	'
Prepaid expenses and other current assets	813	1,199	'	'
Other non-current assets	-25	-13	'	'
Accounts payable and accrued liabilities	13,694	-11,725	'	'
Other liabilities	-920	-1,362	'	'
Net cash provided by (used in) operating activities	14,176	-1,711	'	'
Cash flows from investing activities:	'	'	'	'
Capital expenditures	-11,087	-49,203	'	'
Expenditures for assets subject to property damage claims, net of insurance proceeds and deductibles	-693	-2,825	'	'
Assets acquired	-38,636	0	'	'
Net cash used in investing activities	-50,416	-52,028	'	'
Cash flows from financing activities:	'	'	'	'
Borrowings under our credit agreements	62,000	55,000	'	'
Repayments under our credit agreements	-158,450	'	'	'
Payments on capital lease obligations	-143	0	'	'
Financing costs	-156	-519	'	'
Contributions from general partner	'	'	3,115	0
Payments of distributions and distribution equivalent rights	-13,755	-5,982	'	'
LTIP tax withholdings on vested units	-1	0	'	'
Net cash provided by financing activities	37,325	48,499	'	'
Net (decrease) increase in cash and cash equivalents	1,085	-5,240	'	'
Cash and cash equivalents b Beginning of period	3,349	7,490	'	'
Cash and cash equivalents b End of period	$4,434	$2,250	'	'

CONDENSED_CONSOLIDATED_STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (USD $)	Total	Preferred units issued	Accumulated Other Comprehensive Income (Loss) [Member]	Limited Partners	Common	Common	Subordinated	Subordinated	General Partner [Member]	General Partner [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
In Thousands, unless otherwise specified	Total	Preferred units issued	Accumulated Other Comprehensive Income (Loss) [Member]	Limited Partners	Common	Series A Preferred Stock [Member]	Subordinated	Series A Preferred Stock [Member]	General Partner [Member]	Series A Preferred Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
BALANCE - December 31, 2013 at Dec. 31, 2012	$326,467	'	($477)	'	$194,365	'	$125,951	'	$6,628	'	'
Increase (Decrease) in Shareholders' Equity	'	'	'	'	'	'	'	'	'	'	'
Net loss	-6,382	'	0	-6,254	-3,127	'	-3,127	'	-128	'	'
Unit-based compensation on long-term incentive plan	262	'	0	'	262	'	0	'	0	'	'
Series A preferred unit in-kind distribution	0	'	'	'	'	'	'	'	'	'	'
Cash distributions paid	-5,982	'	0	'	-2,931	'	-2,931	'	-120	'	'
Net effect of cash flow hedges	25	'	25	'	0	'	0	'	0	'	'
BALANCE - March 31, 2014 at Mar. 31, 2013	314,390	'	-452	'	188,569	'	119,893	'	6,380	'	'
Increase (Decrease) in Shareholders' Equity	'	'	'	'	'	'	'	'	'	'	'
Contributions from general partner	'	'	'	'	'	'	'	'	800	'	'
BALANCE - March 31, 2014 at Jun. 30, 2013	'	'	'	'	'	'	'	'	'	'	'
BALANCE - December 31, 2013 at Dec. 31, 2013	275,024	'	-210	'	169,141	'	99,726	'	6,367	'	'
Increase (Decrease) in Shareholders' Equity	'	'	'	'	'	'	'	'	'	'	'
Net loss	-1,289	'	0	-1,764	-757	'	-506	'	-26	'	'
Unit-based compensation on long-term incentive plan	432	'	0	'	432	'	0	'	0	'	'
Series A preferred unit in-kind distribution	'	-501	0	'	'	-281	'	-210	-502	-11	'
Contributions from general partner	'	'	0	'	0	'	0	'	3,115	'	'
Cash distributions paid	-13,755	'	0	'	-8,581	'	-4,885	'	-289	'	'
Accrued distribution on long-term incentive plan	-76	'	0	'	-76	'	0	'	0	'	'
LTIP tax withholdings on vested units	-1	'	0	'	-1	'	0	'	0	'	'
General partner unit in-kind distribution	0	'	0	'	-6	'	-5	'	11	'	'
Net effect of cash flow hedges	104	'	104	'	0	'	0	'	0	'	'
BALANCE - March 31, 2014 at Mar. 31, 2014	407,767	'	-106	'	304,586	'	94,120	'	9,167	'	'
BALANCE - December 31, 2013 at Jan. 27, 2014	'	'	'	'	'	'	'	'	'	'	'
Increase (Decrease) in Shareholders' Equity	'	'	'	'	'	'	'	'	'	'	'
Issuance of common units, net	'	'	'	'	144,715	'	0	'	0	'	0
BALANCE - March 31, 2014 at Mar. 31, 2014	'	'	'	'	$304,586	'	$94,120	'	$9,167	'	'

ORGANIZATION_AND_DESCRIPTION_O

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
ORGANIZATION AND DESCRIPTION OF BUSINESS	'
	ORGANIZATION, DESCRIPTION OF BUSINESS

	Organization

	Southcross Energy Partners, L.P. (the "Partnership," "Southcross," "we," "our" or "us") is a Delaware limited partnership formed in April 2012. Our common units are listed on the New York Stock Exchange under the symbol “SXE.” Southcross Energy LLC is a Delaware limited liability company. Southcross Energy LLC holds all of the equity interests in Southcross Energy Partners GP, LLC, a Delaware limited liability company and our general partner (“General Partner”), all of our subordinated units, as well as a portion of our common units and Series A Convertible Preferred Units (“Series A Preferred Units”) originally issued during the second quarter of 2013. Southcross Energy LLC and its subsidiaries are controlled through investment funds and entities associated with Charlesbank Capital Partners, LLC ("Charlesbank").

	Description of Business
	We are a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. We also source, purchase, transport and sell natural gas and NGLs. Our assets are located in South Texas, Mississippi and Alabama and include three gas processing plants, two fractionation plants and our pipelines. We are headquartered in Dallas, Texas and our operations are managed as and presented in one reportable segment.
	Segments
	Our chief operating decision-maker is our General Partner’s Chief Executive Officer who reviews financial information presented on a consolidated basis in order to make decisions about resource allocations and assess our performance. There are no segment managers who are held accountable by the chief operating decision-maker, or anyone else, for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, we have determined that we have one reportable segment.

BASIS_OF_PRESENTATION_AND_SUMM

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]	'
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	Basis of Presentation

	We prepared this Quarterly Report on Form 10-Q under the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. Accordingly, these condensed consolidated financial statements do not include all of the disclosures required by GAAP and should be read with our 2013 Annual Report on Form 10-K. The condensed consolidated financial statements as of March 31, 2014 and December 31, 2013, and for the three months ended March 31, 2014 and 2013, are unaudited and have been prepared on the same basis as the audited financial statements included in our 2013 Annual Report on Form 10-K. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying condensed consolidated financial statements. The condensed consolidated financial statements reflect the assets acquired and liabilities assumed as of March 31, 2014 and the operating results for the period from March 6, 2014 through March 31, 2014 associated with the acquisition discussed further in Note 2. Adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results of operations and financial position have been included herein.

	The accompanying unaudited condensed consolidated financial statements were prepared in conformity with GAAP, which requires management to make various estimates and assumptions that may affect the amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results may differ from those estimates. Information for interim periods may not be indicative of our operating results for the entire year.

	The disclosures included in this report provide an update to our 2013 Annual Report on Form 10-K.

	We evaluate events that occur after the balance sheet date, but before the financial statements are issued, for potential recognition or disclosure. Based on the evaluation, we determined that there were no material subsequent events for recognition or disclosure other than those disclosed in this report.

	Significant Accounting Policies

	During the first quarter of 2014, there were no material changes to our significant accounting policies described in Note 1 of our 2013 Annual Report on Form 10-K.

	Recent Accounting Pronouncements

	Accounting standard-setting organizations frequently issue new or revised accounting rules. We regularly review new pronouncements to determine their impact, if any, on our consolidated financial statements, and currently there are no new accounting pronouncements that would have a material impact.

ACQUISITION

ACQUISITION	3 Months Ended
	Mar. 31, 2014
Business Combinations [Abstract]	'
Acquisition	'
	ACQUISITION

	On March 6, 2014, our subsidiary, Southcross Nueces Pipelines LLC, acquired natural gas pipelines near Corpus Christi, Texas and contracts related to these pipelines from Onyx Midstream, LP and Onyx Pipeline Company (collectively, “Onyx”) for $38.6 million in cash, net of certain adjustments as provided in the purchase agreement.

	The pipelines transport natural gas to two power plants in Nueces County, Texas under fixed-fee contracts that extend through 2029 and include an option to extend the agreements by an additional term of up to ten years. The contracts were renegotiated in connection with the acquisition; therefore we consider these contracts to be assumed at fair market value.

	The preliminary fair values of the property, plant and equipment are based upon assumptions related to expected future cash flows, discount rates and asset lives using currently available information. We utilized a mix of the cost, income and market approaches to determine the estimated fair values of such assets. The fair value measurements and models have been classified as non-recurring Level 3 measurements.
	We are performing our preliminary assessment of the fair value of the assets acquired and liabilities assumed as of March 31, 2014 and we expect that the consideration given will be equal to the fair value of net assets acquired. As a result, no goodwill is expected to be recorded. We have not completed the final purchase price allocation of the assets acquired and liabilities assumed as of March 31, 2014 because we have not completed our determination of the valuation of the property, plant and equipment.
	The reconciliation of the preliminary fair value of the assets acquired and liabilities assumed related to the Onyx purchase price was as follows (in thousands):


	Purchase Price—Cash	$	38,636

	Current assets	730

	Property, plant, and equipment	39,413

	Total assets acquired	40,143

	Current liabilities assumed	(1,407		)
	Other liabilities assumed	(100		)
	Net identifiable assets acquired	$	38,636

	In the first quarter of 2014, we expensed $0.3 million of transaction costs associated with the acquisition. These costs are reported within general and administrative expenses.
	The following unaudited pro forma financial information of our periods ended March 31, 2014 and 2013 assumes that the Onyx acquisition occurred on January 1, 2013 and includes adjustments for income from operations, including depreciation and amortization, as well as the effects of financing the acquisition (in thousands, except unit information):


		Three months ended March 31,
		2014			2013
	Total revenue	$	214,240		$	145,286

	Net loss	(1,397		)	(7,238		)
	Net loss attributable to common unitholders	(1,115		)	(3,876		)
	Net loss per common unit—(basic and diluted)	(0.06		)	(0.26		)
	Net loss attributable to subordinated unitholders	(745		)	(3,231		)
	Net loss per subordinated unit—(basic and diluted)	(0.06		)	(0.26		)
	The unaudited pro forma information is not necessarily indicative of what our statements of operations would have been if the transaction had occurred on that date, or what the financial position or results from operations will be for any future periods. For the period from March 6, 2014 through March 31, 2014, Onyx contributed $0.3 million in revenues and $0.1 million in net loss to our statements of operations.

NET_LOSS_INCOME_PER_LIMITED_PA

NET (LOSS) INCOME PER LIMITED PARTNER UNIT AND DISTRIBUTIONS	3 Months Ended
	Mar. 31, 2014
Earnings Per Share [Abstract]	'
NET LOSS PER LIMITED PARTNER UNIT AND DISTRIBUTIONS	'
	NET (LOSS) INCOME PER LIMITED PARTNER UNIT AND DISTRIBUTIONS

	Net (Loss) Income Per Limited Partner Unit

	The following is a reconciliation of the net loss attributable to our limited partners and our limited partner units and the basic and diluted earnings per unit calculations for the three months ended March 31, 2014 and 2013 (in thousands, except unit and per unit data):


			Three Months Ended March 31, 2014			Three Months Ended March 31, 2013
	Net loss		$	(1,289	)	$	(6,382	)
	Series A Preferred Unit in-kind distribution and fair value adjustment (1)		(501		)	—
			(501		)	—
	Net loss attributable to partners		$	(1,790	)	$	(6,382	)

	General partner's interest (2)		$	(26	)	$	(128	)
	Limited partners' interest (2)
	Common		$	(1,045	)	$	(3,127	)
	Subordinated		$	(719	)	$	(3,127	)




	(1) The Series A Preferred Unit in-kind distribution increased the net loss attributable to partners as of March 31, 2014 in the calculation of earnings per unit (See Note 9) for the three months ended March 31, 2014. The valuation adjustment to maximum redemption value of the Series A Preferred Units as of March 31, 2014 decreased the net loss available to common units in the calculation of earnings per unit (See Note 9) for the three months ended March 31, 2014. There is no in-kind distribution or valuation adjustment to maximum redemption value for the Series A Preferred Units as of March 31, 2013 in the calculation of earnings per unit (See Note 9) for the three months ended March 31, 2013.

	(2) General Partner's and Limited Partners’ interest are calculated based on the allocation of net losses for the period net of the allocation of Series A Preferred Unit in-kind distributions, Series A Preferred Unit fair value adjustments and General Partner unit in-kind distributions.



	Common Units		Three Months Ended March 31, 2014			Three Months Ended March 31, 2013
	Interest in net loss		$	(1,045	)	$	(3,127	)
	Effect of dilutive units - numerator (1)		—			—
	Effect of dilutive units - numerator (1)		—			—
	Dilutive interest in net loss		$	(1,045	)	$	(3,127	)

	Weighted-average units - basic		18,285,220			12,213,713
	Weighted-average units - basic		18,285,220			12,213,713
	Effect of dilutive units - denominator (1)		—			—
	Effect of dilutive units - denominator (1)		—			—
	Weighted-average units - dilutive		18,285,220			12,213,713
	Weighted-average units - dilutive		18,285,220			12,213,713

	Basic and diluted net loss per common unit		$	(0.06	)	$	(0.26	)



	Subordinated Units		Three Months Ended March 31, 2014			Three Months Ended March 31, 2013
	Interest in net loss		$	(719	)	$	(3,127	)
	Effect of dilutive units - numerator (1)		—			—
	Effect of dilutive units - numerator (1)		—			—
	Dilutive interest in net loss		$	(719	)	$	(3,127	)

	Weighted-average units - basic		12,213,713			12,213,713
	Weighted-average units - basic		12,213,713			12,213,713
	Effect of dilutive units - denominator (1)		—			—
	Effect of dilutive units - denominator (1)		—			—
	Weighted-average units - dilutive		12,213,713			12,213,713
	Weighted-average units - dilutive		12,213,713			12,213,713

	Basic and diluted net loss per subordinated unit		$	(0.06	)	$	(0.26	)




	(1) Because we had a net loss for the three months ended March 31, 2014 and 2013, the effect of the dilutive units would be anti-dilutive to the per unit calculation. Therefore, the weighted average units outstanding are the same for basic and dilutive net loss per unit. The weighted average units that would be included in the computation of diluted per unit amounts in accordance with the treasury stock method were 4,779 unvested awards granted under our long-term incentive plan (See Note 11) and 1,800,886 Series A Preferred Units (See Note 9) for the three months ended March 31, 2014. The amount of unvested common units that were not included in the computation of diluted per unit amounts were 140,100 unvested awards granted under our long-term incentive plan for the three months ended March 31, 2013. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the long-term incentive plan, were exercised, settled or converted into common units. When it is determined that potential common units resulting from an award should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method.

Our calculation of the number of weighted-average units outstanding include the common units that have been awarded to our directors that are deferred under our Non-Employee Director Deferred Compensation Plan.

The Series A Preferred Units are considered participating securities for purposes of the basic earnings per unit calculation during periods in which they receive cash distributions. We are required to pay in-kind distributions to the Series A Preferred Units for the first four full quarters beginning the quarter ended June 30, 2013, and continuing until the Series A Preferred Units have been converted into common units (See Note 9). Because the Series A Preferred Units have received in-kind distributions, they have been excluded from the basic earnings per unit calculation for the three months ended March 31, 2014.

Distributions

Our Second Amended and Restated Agreement of Limited Partnership (“Partnership Agreement”) requires that, within 45 days after the end of each quarter, we distribute all of our available cash to unitholders of record on the applicable record date, as determined by our General Partner. We intend to make a minimum quarterly distribution to the holders of our common units and subordinated units of $0.40 per unit to the extent we have sufficient cash from our operations after the establishment of cash reserves and the payment of costs and expenses, including reimbursements of expenses to our General Partner. However, there is no guarantee that we will pay the minimum quarterly distribution on our units in any quarter.

Paid In-Kind Distributions

During the second quarter of 2013, we raised $40.0 million of equity through issuances of 1,715,000 Series A Preferred Units and an additional General Partner contribution to satisfy the requirements of the second amendment to our $350.0 million Second Amended and Restated Credit Agreement with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders (as amended, our “Credit Facility”) (See Note 6 and Note 9). Under the terms of our Partnership Agreement, we are required to pay the holders of our Series A Preferred Units quarterly distributions of in-kind Series A Preferred Units for the first four full quarters following the issuance of the units and continuing thereafter until the board of directors of our General Partner determines to begin paying quarterly distributions in cash. In-kind distributions will be in the form of Series A Preferred Units at a rate of $0.40 per outstanding Series A Preferred Unit per quarter (or 7% per year of the per unit purchase price) or, beginning after four full quarters, such higher per unit rate as is paid in respect to our common units. Cash distributions will equal the greater of $0.40 per unit per quarter or the quarterly distribution paid with respect to each common unit. In accordance with the Partnership Agreement, our General Partner receives a corresponding distribution of in-kind general partner units to maintain its 2.0% interest in us.

The following table represents the paid in-kind (“PIK”) distribution earned for the period ended March 31, 2014 and the PIK distribution for the previous periods (in thousands, except per unit and in-kind distribution units):


Payment Date		Attributable to the Quarter Ended		Per Unit Distribution			In-Kind Series A			In-Kind			In-Kind	In-Kind General Partner Distribution Value(3)
							Preferred Unit			Series A			Unit
							Distributions to Series A Preferred Holders			Preferred			Distribution
										Distributions			to General
										Value(3)			Partner
2014
May 15, 2014		March 31, 2014		$	0.4		31,513			$	534		643	$	11
May 15, 2014		March 31, 2014		$	0.4		31,513			$	534		643	$	11
2013
February 14, 2014		December 31, 2013		0.4			30,971			558			632	11
February 14, 2014		December 31, 2013		0.4			30,971			558			632	11
November 14, 2013		September 30, 2013		0.4			30,439			511			621	10
November 14, 2013		September 30, 2013		0.4			30,439			511			621	10
August 14, 2013		June 30, 2013		0.35		(1)	22,276			512			454	10
August 14, 2013		June 30, 2013		0.35		(1)	22,276			512			454	10
August 14, 2013		June 30, 2013		0.2		(2)	2,199			51			45	1
August 14, 2013		June 30, 2013		0.2		(2)	2,199			51			45	1



(1) Per unit distribution of $0.35 corresponds to the minimum quarterly distribution of $0.40 per unit, or $1.60 on an annualized basis, pro-rated for the portion of the quarter following the issuance of 1,466,325 Series A Preferred Units and 29,925 general partner units on April 12, 2013.
(2) Per unit distribution of $0.20 corresponds to the minimum quarterly distribution of $0.40 per unit, or $1.60 on an annualized basis, pro-rated for the portion of the quarter following the issuance of 248,675 Series A Preferred Units and 5,075 general partner units on May 15, 2013.
(3) The fair value was calculated as required, based on the common unit price at the quarter end date for the period attributable to the distribution, multiplied by the number of units distributed.

Cash Distributions

The following table represents our distribution declared for the period ended March 31, 2014 and distributions paid for the prior periods (in thousands, except per unit data):


									Distributions
		Attributable to the		Per Unit					Limited Partners
Payment Date		Quarter Ended		Distribution					Common			Subordinated		General Partner		Total
2014
2014
15-May-14		31-Mar-14		$	0.4				$	8,586		$	4,885	$	290	$	13,761
15-May-14		31-Mar-14		$	0.4				$	8,586		$	4,885	$	290	$	13,761
2013
2013
14-Feb-14		31-Dec-13		0.4					8,581			4,885		289		13,755
14-Feb-14		31-Dec-13		0.4					8,581			4,885		289		13,755
14-Nov-13		30-Sep-13		0.4					4,888			4,885		214		9,987
14-Nov-13		30-Sep-13		0.4					4,888			4,885		214		9,987
August 14, 2013		June 30, 2013		0.4					4,890			4,886		210		9,986
August 14, 2013		June 30, 2013		0.4					4,890			4,886		210		9,986
May 15, 2013		March 31, 2013		0.4					4,888			4,886		199		9,973
May 15, 2013		March 31, 2013		0.4					4,888			4,886		199		9,973
2012
February 14, 2013		December 31, 2012		0.24			(1)		2,931			2,931		120		5,982
February 14, 2013		December 31, 2012		0.24			(1)		2,931			2,931		120		5,982




(1) Per unit distribution of $0.24 corresponds to the minimum quarterly distribution of $0.40 per unit, or $1.60 on an annualized basis, pro-rated for the portion of the quarter following the closing of our initial public offering on November 7, 2012.

Also, in accordance with our long-term incentive plan, we pay distribution equivalent rights to holders of units granted under that plan that vest during the year (See Note 11).

FINANCIAL_INSTRUMENTS

FINANCIAL INSTRUMENTS	3 Months Ended
FINANCIAL INSTRUMENTS	Mar. 31, 2014
Investments, All Other Investments [Abstract]	'
FINANCIAL INSTRUMENTS	'
	FINANCIAL INSTRUMENTS

	Fair Value Measurements

	We apply recurring fair value measurements to our financial assets and liabilities. In estimating fair value, we generally use a market approach and incorporate assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation techniques. The fair value measurement inputs we use vary from readily observable inputs that represent market data obtained from independent sources to unobservable inputs that reflect our own market assumptions that cannot be validated through external pricing sources. Based on the observability of the inputs used in the valuation techniques, the financial assets and liabilities carried at fair value in the financial statements are classified as follows:

	•	Level 1—Represents unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date. This category primarily includes our cash and cash equivalents, accounts receivable and accounts payable.

	•	Level 2—Represents quoted market prices for similar assets or liabilities in active markets, quoted market prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data. This category primarily includes variable rate debt, OTC swap contracts based upon natural gas price indices and interest rate swaps.

	•	Level 3—Represents derivative instruments whose fair value is estimated based on internally developed models and methodologies utilizing significant inputs that are generally less readily observable from market sources. We do not have financial assets and liabilities classified as Level 3.

	In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy must be determined based on the lowest level input that is significant to the fair value measurement. An assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability.
	Derivative Financial Instruments
	Interest Rate Swaps
	We manage a portion of our interest rate risk through interest rate swaps. In March 2012, we terminated an interest rate cap contract and entered into an interest rate swap contract with Wells Fargo, N.A. to reduce the risk associated with the variability of interest rates for our term loan borrowings. The interest rate swap has a notional value of $150.0 million, and a maturity date of June 30, 2014. We receive a floating rate based upon one-month LIBOR and pay a fixed rate under the interest rate swap of 0.54%.

	The fair value of our interest rate swap is determined based on a discounted cash flow method using the contractual terms of the swap. The floating coupon rate is based on observable rates consistent with the frequency of the interest cash flows. As of March 31, 2014 and December 31, 2013, the current portion of the interest rate swap liability of $0.1 million and $0.3 million, respectively, was included within other current liabilities. As of March 31, 2014 and December 31, 2013, there was no non-current portion of the interest rate swap liability.

	The fair value of the interest rate swap liabilities were as follows (in thousands):



		Significant Other Observable Inputs (Level 2)
		Fair value measurement as of
		31-Mar-14				31-Dec-13
	Interest rate swap liabilities	$	145			$	263
	Interest rate swap liabilities	$	145			$	263

	The interest rate swap was designated as a cash flow hedge for accounting purposes at inception of the contract and, thus, to the extent the cash flow hedge was effective, unrealized gains and losses were recorded to accumulated other comprehensive income/(loss) and recognized in interest expense as the underlying hedged transactions (interest payments) were recorded. Any hedge ineffectiveness was recognized in interest expense immediately. We did not have any hedge ineffectiveness during the three months ended March 31, 2014 and 2013.

	The effect of the interest rate swap designated as a cash flow hedge in our statements of changes in partners’ capital and comprehensive loss were as follows (in thousands):



		Three Months Ended March 31,
		2014				2013
	Change in value recognized in other comprehensive loss - effective portion	$	(11	)		$	(69	)
	Loss reclassified from accumulated other comprehensive loss to interest expense	115				94
		115				94

	There were no amounts of gains or losses reclassified into earnings as a result of the discontinuance of cash flow hedge accounting due to the lack of probability of the forecasted transaction occurring. We estimate that approximately $0.1 million of hedging losses related to the interest rate swap contract will be reclassified from accumulated other comprehensive income (loss) into statements of operations within the next 12 months.

	The interest rate swap was being accounted for as a cash flow hedge until February 2014, at which time we discontinued cash flow hedge accounting on a prospective basis, as a result of the $148.5 million temporary repayment of borrowings under our Credit Facility (See Note 10). The fair value of the interest rate swap recorded in accumulated other comprehensive loss at the cash flow hedge de-designation date was $0.1 million. This balance will be reclassified into interest expense as interest on the hedged debt is recorded. No ineffectiveness was recorded as a result of the cash flow hedge de-designation. Changes in the fair value of the interest rate swap for the remainder of the contract term will be recognized in interest expense unless a new cash flow hedging relationship is designated.

	The amounts recognized in interest expense associated with derivatives that are not designated as hedging instruments were as follows (in thousands):



		Three Months Ended March 31,
		2014				2013
	Realized loss on interest rate derivative	$	27			$	27
	Realized loss on interest rate derivative	$	27			$	27
	Unrealized loss on interest rate swap derivative	12				—
	Unrealized loss on interest rate swap derivative	12				—

	Commodity Swaps

	In our normal course of business, we periodically enter into month-ahead swap contracts to hedge our exposure to certain intra-month natural gas index pricing risk. The total volume for the outstanding month-ahead swap contracts as of March 31, 2014 and December 31, 2013 was 49,150 MMBtu per day and 33,722 MMBtu per day, respectively. We define these contracts as Level 2 because the index price associated with such contracts is observable and tied to a similarly quoted first-of-the-month natural gas index price. As of March 31, 2014 and December 31, 2013, the fair value of $0.2 million and $0.1 million was included within other current assets, respectively.

	We have elected to present our commodity swaps net in the balance sheet. We did not have any cash collateral received or paid on our commodity swaps as of March 31, 2014. The effect of offsetting in our balance sheet was as follows (in thousands):


		31-Mar-14							31-Dec-13
		Other Current Assets				Other Current Liabilities			Other Current Assets			Other Current Liabilities
Gross Amounts of Recognized Assets / (Liabilities)		$	164			$	—		$	140		$	(20	)
Gross Amounts of Recognized Assets / (Liabilities)		$	164			$	—		$	140		$	(20	)
Gross Amounts Offset in the Balance Sheet		—				—			(20		)	20
Gross Amounts Offset in the Balance Sheet		—				—			(20		)	20
Net Amount		$	164			$	—		$	120		$	—
Net Amount		$	164			$	—		$	120		$	—
The realized and unrealized gain/(loss) on these derivatives, recognized in revenues in our statements of operations were as follows (in thousands):


	Three Months Ended March 31,
	2014				2013
Realized gain/(loss) on derivatives	$	(1,169	)		$	(46	)
Unrealized gain/(loss) on derivatives	44				—
Unrealized gain/(loss) on derivatives	44				—

LONGLIVED_ASSETS

LONG-LIVED ASSETS	3 Months Ended
	Mar. 31, 2014
Property, Plant and Equipment [Abstract]	'
LONG-LIVED ASSETS	'
	LONG-LIVED ASSETS
	Property, Plant and Equipment
	Property, plant and equipment consisted of the following (in thousands):


		Estimated	31-Mar-14			31-Dec-13
		Useful Life (yrs)
	Pipelines	30	$	381,052		$	344,721

	Gas processing, treating and other plants	15	258,101			254,133

	Compressors	7	20,144			20,030

	Rights of way and easements	15	24,998			20,729

	Furniture, fixtures and equipment	5	3,428			3,347

	Capital lease vehicles	5-Mar	1,703			1,396

	Total property, plant and equipment		689,426			644,356

	Accumulated depreciation and amortization		(88,414		)	(79,908		)
	Total		601,012			564,448

	Construction in progress		10,960			6,039

	Land and other		5,190			5,308

	Property, plant and equipment, net		$	617,162		$	575,795


	Depreciation is provided using the straight-line method based on the estimated useful life of each asset. Depreciation expense for the three months ended March 31, 2014 and 2013 was $8.5 million and $7.2 million, respectively.

	Costs related to projects under construction, including interest on funds borrowed to finance the construction of facilities, are capitalized as construction in progress. For the three months ended March 31, 2014 and 2013, we capitalized interest of $0.1 million and $0.6 million, respectively.

	In January 2013, we shut down our Gregory facility to perform extensive turnaround maintenance activities and to connect additional equipment to enhance NGL recoveries. As the turnaround maintenance was nearing completion in January 2013, we experienced a fire at this facility. In connection with the fire, we spent approximately $5.3 million to return the plant to service and filed an insurance claim related to these costs. We recovered $1.0 million from insurance for this loss during the second quarter of 2013 and believe it is probable that we will recover the remaining costs, less a $0.3 million deductible, under our insurance policies.

	Intangible Assets

	Intangible assets of $1.6 million as of March 31, 2014 and 2013 represent the unamortized value assigned to the long-term supply and gathering contracts acquired in 2011. These intangible assets are amortized on a straight-line basis over the 30-year expected useful lives of the contracts. Amortization expense in the consolidated financial statements presented and over the next five years related to intangible assets for the periods presented is not material.

LONGTERM_DEBT

LONG-TERM DEBT	3 Months Ended
LONG-TERM DEBT	Mar. 31, 2014
Debt Disclosure [Abstract]	'
LONG-TERM DEBT	'
	LONG-TERM DEBT

	Credit Facility

	In November 2012, we entered into the Credit Facility, which matures on November 7, 2017. We may utilize the Credit Facility for working capital requirements and capital expenditures, the purchase of assets, the payment of distributions and other general purposes. Our outstanding debt is as follows:


		31-Mar-14		31-Dec-13
	Credit Facility, due November 2017	$	170,850	$	267,300
	Credit Facility, due November 2017	$	170,850	$	267,300
	Total long-term debt	$	170,850	$	267,300
	Total long-term debt	$	170,850	$	267,300
	Our Credit Facility contains various covenants and restrictive provisions and requires maintenance of certain financial and operational compliance covenants. As of March 31, 2014 and December 31, 2013, we were in compliance with all of our loan covenants. All of our assets are pledged as collateral under our Credit Facility. The terms of our Credit Facility contain customary covenants, including those that restrict our ability to make or limit certain payments, distributions, acquisitions, loans, or investments, incur certain indebtedness or create certain liens on its assets, consolidate or enter into mergers, dispose of certain of our assets, engage in certain types of transactions with its affiliates, enter into certain sale/leaseback transactions and modify certain material agreements.
	Borrowings under our Credit Facility bear interest at LIBOR plus an applicable margin or a base rate as defined in the respective credit agreements. Under the terms of the Credit Facility, the applicable margin under LIBOR borrowings was 2.5% and 3.3% at March 31, 2014 and 2013, respectively. The weighted-average interest rate for the three months ended March 31, 2014 and the three months ended March 31, 2013 was 4.6% and 3.5%, respectively.

	Under our Credit Facility, we have the ability to borrow up to $350.0 million less any letters of credit outstanding. As of March 31, 2014, our borrowings under the Credit Facility were $170.9 million, our letters of credit outstanding were $24.5 million and our remaining unused borrowings under the Credit Facility were $154.7 million. For the three months ended March 31, 2014 and 2013, our average outstanding borrowings were $192.4 million and $229.8 million, respectively, and for the three months ended March 31, 2014 and 2013, our maximum outstanding borrowings were $267.3 million and $246.0 million.

	The fair value of the debt funded through our Credit Facility approximates its carrying amount as of March 31, 2014 and December 31, 2013 due primarily to the variable nature of the interest rate of the instrument.

	Amendments to Credit Facility

	During the fourth quarter of 2012 and into the first quarter of 2013 we encountered operational challenges including the January 2013 fire at our Gregory facility and contractual disputes with a former third party processor. These items impacted our operating results adversely and resulted in the need to amend our Credit Facility with the First Amendment and the Second Amendment (as described below). Due to the benefits from an equity raise during the first quarter of 2014 and improved financial performance, we entered into the Third Amendment and the Fourth Amendment (as described below), respectively, which reverted certain terms of the Credit Facility back to the original terms.

	First Amendment to Credit Facility

	On March 27, 2013, we entered into the first amendment (the “First Amendment”) to the Credit Facility. As a result of the First Amendment, our available credit was reduced from $350.0 million to the sum of $250.0 million plus any amounts placed on deposit in a collateral account of our General Partner (the “Collateral Account”) and letters of credit outstanding. Amounts on deposit in the Collateral Account were pledged as collateral to the Credit Facility. Pursuant to the First Amendment, we were permitted to pay our quarterly cash distribution of available cash for the first quarter of 2013 regardless of whether we met certain financial covenants for the period ending March 31, 2013. Because the First Amendment did not modify our requirement to meet the financial covenants under the Credit Facility beginning March 31, 2013, and because we believed it was unlikely that we would be in compliance with our financial covenants for the quarter ending March 31, 2013, we further amended our Credit Facility as discussed below. In connection with the First Amendment, we incurred $0.6 million in fees, which were deferred and are being amortized over the remaining life of the Credit Facility.

	Second Amendment to Credit Facility

	On April 12, 2013, we entered into the limited waiver and second amendment (the “Second Amendment”) to the Credit Facility, which waived our defaults relating to financial covenants in the Credit Facility for the period ended March 31, 2013 and provided more favorable financial covenants until we provided notice under the Credit Facility that we have achieved a consolidated total leverage ratio (the “Target Leverage Ratio”) of 4.25 to 1.00 for one quarter or 4.50 to 1.00 for two consecutive quarters, calculated excluding the benefit of cash on deposit in the Collateral Account and any equity cure amounts (the “Target Leverage Test”). See the Fourth Amendment discussion below regarding the Target Leverage Test. Our available credit, excluding our letters of credit, continued to be subject to the availability limits described in the First Amendment. In connection with the Second Amendment, we incurred $1.5 million in fees, which were deferred and are being amortized over the remaining life of the Credit Facility.

	The Second Amendment provided for, among other things, the following:

	•	established our letters of credit sublimit at $50.0 million;

	•	until we achieved the Target Leverage Ratio:

	•	an increase in our interest rate to LIBOR plus 4.50%;

	•	a limit to our growth capital expenditures of $25.0 million for the last three quarters of 2013 and an additional $25.0 million for the subsequent 18-months ending June 30, 2015 (provided that if additional cash, as required under the Second Amendment, is placed in the Collateral Account, such expenditures could have been increased to $28.0 million for the remaining three quarters of 2013 and the subsequent 18-months ending June 30, 2015);

	•	distributions to our unitholders were effectively limited to our established minimum quarterly distribution of $0.40 per unit; and

	•	our ability to make acquisitions was limited; and

	•	once we achieved the Target Leverage Ratio, we had the option to revert certain provisions of the Credit Facility back to the terms of our original Credit Facility (See Fourth Amendment to Credit Facility below).
	Third Amendment to Credit Facility
	On January 29, 2014, we entered into the Third Amendment (the “Third Amendment”) to our Credit Facility.
	Pursuant to the Third Amendment, we were able to (a) acquire a specified target entity or its assets, provided that, among other things, the aggregate consideration paid by us in connection with such acquisition did not exceed $40.0 million and (b) make certain capital expenditures with respect to the addition to our pipeline systems into Webb County, Texas (the “Webb Pipeline”).

	In addition, the Third Amendment decreased our Maximum Adjusted Consolidated Total Leverage Ratio (as defined in our Credit Facility) to 5.75 to 1.00 for the March 31, 2014 calculation period when we (a) received net cash proceeds in a specified amount pursuant to permitted equity offerings and (b) initiated construction of the Webb Pipeline in accordance with the terms of our Credit Facility. In connection with the Third Amendment, we incurred $0.1 million in fees, which were deferred and are being amortized over the remaining life of the Credit Facility.

	Fourth Amendment to Credit Facility
	On March 13, 2014, we entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Facility. Concurrently with the Fourth Amendment becoming effective, we exercised the Target Leverage Option established pursuant to the Second Amendment and satisfied a leverage ratio of less than 4.25 to 1.00 calculated on a pro forma basis for the debt outstanding, after the net proceeds from the equity issuance were used to pay off debt, and utilizing the Adjusted EBITDA, as provided in the Fourth Amendment, for the period ended December 31, 2013. An effect of us exercising the Target Leverage Option was the removal of the $250.0 million availability limit as provided for in the First Amendment and returning the availability under the Credit Facility to its original $350.0 million, less any letters of credit outstanding.
	Pursuant to the Fourth Amendment, all funds previously deposited in the Collateral Account were released from the liens and security interests and are no longer pledged as collateral securing our obligations under the Credit Facility.
	As a result of the Fourth Amendment and our exercise of the Target Leverage Option, certain other provisions of the Credit Facility reverted to the requirements and terms in effect before the Second Amendment. The effects of such reversion are that, among other things, (a) the Applicable Margin has been reset to the current applicable level in the pricing grid based on our pro forma Consolidated Total Leverage immediately upon closing of the Fourth Amendment, (b) the $25.0 million limit on growth capital expenditures for the 18-month period ending June 30, 2015 is no longer effective and (c) certain limitations on unit distributions imposed by the Second Amendment are no longer effective. In connection with the Fourth Amendment, we incurred $0.1 million in fees, which were deferred and are being amortized over the remaining life of the Credit Facility.

	Concurrently with the Fourth Amendment and as a result of our acquisition in March 2014, our maximum consolidated total leverage ratio was increased to 5.00 to 1.00 through September 30, 2014.

	The Credit Facility contains various covenants and restrictive provisions and also requires maintenance of certain financial and operational covenants including but not limited to the following:


	•	beginning October 1, 2014 and prior to exercising a one-time covenant election in connection with the issuance of certain unsecured notes, a consolidated total leverage ratio (generally defined as debt to EBITDA, as adjusted) of not more than 4.50 to 1.00, and a consolidated interest coverage ratio of not less than 2.50 to 1.00. The requirement to maintain a certain consolidated total leverage ratio is subject to a provision for increases to 5.00 to 1.00 in connection with certain acquisitions; and


•	upon exercising a one-time covenant election in connection with the issuance of certain unsecured notes, a consolidated total leverage ratio of not more than 5.25 to 1.00, a consolidated senior secured leverage ratio of not more than 3.50 to 1.00 and a consolidated interest coverage ratio of not less than 2.50 to 1.00.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2014
Commitments and Contingencies Disclosure [Abstract]	'
COMMITMENTS AND CONTINGENCIES	'
	COMMITMENTS AND CONTINGENCIES

	Legal Matters

	On March 5, 2013, our subsidiary filed suit against Formosa Hydrocarbons Company, Inc. (“Formosa”). The lawsuit seeks recoveries of losses that we believe our subsidiary experienced as a result of the failure of Formosa to perform certain of its obligations under the gas processing and sales contract between the parties. Formosa filed a response generally denying our claims and, later, Formosa filed a counterclaim against our subsidiary claiming our affiliate breached the gas processing and sales contract and a related agreement between the parties for the supply by Formosa of residue gas to a third party on behalf of our subsidiary. We believe the counterclaims are without merit and our subsidiary will defend itself vigorously against the counterclaims while continuing to pursue its own claims. We cannot predict the outcome of such litigation or the timing of any related recoveries or payments.

	From time to time, we are party to certain legal or administrative proceedings that arise in the ordinary course and are incidental to our business. There currently are no such pending proceedings to which we are a party that our management believes will have a material adverse effect on our results of operations, cash flows or financial condition. However, future events or circumstances, currently unknown to management, will determine whether the resolution of any litigation or claims ultimately will have a material effect on our results of operations, cash flows or financial condition in any future reporting periods.

	Regulatory Compliance

	In the ordinary course of our business, we are subject to various laws and regulations. In the opinion of our management, compliance with current laws and regulations will not have a material effect on our results of operations, cash flows or financial condition.

	Leases

	Capital Leases

	We have auto leases classified as capital leases that are recorded in other current liabilities and other non-current liabilities in our consolidated balance sheet as of March 31, 2014. The lease termination dates of the agreements vary from 2014 until 2018. We recorded amortization expense related to the capital leases of $0.1 million for the three months ended March 31, 2014. We had no capital lease amortization during the three months ended March 31, 2013.

	Capital leases entered into during the three months ended March 31, 2014 were $0.3 million.

	Operating Leases

	We maintain operating leases in the ordinary course of business. These leases include those for office and other operating facilities and equipment. The lease termination dates of the agreements vary from 2014 to 2017. Expenses associated with operating leases were $0.3 million and $0.5 million for the three months ended March 31, 2014 and 2013, respectively.

	Purchase Commitments

	At March 31, 2014, we had commitments of approximately $52.3 million to purchase equipment related to our capital projects. We have other planned capital projects that are discretionary in nature, with no substantial contractual capital commitments made in advance of the actual expenditures.

TRANSACTIONS_WITH_RELATED_PART

TRANSACTIONS WITH RELATED PARTIES	3 Months Ended
TRANSACTIONS WITH RELATED PARTIES	Mar. 31, 2014
Related Party Transactions [Abstract]	'
TRANSACTIONS WITH RELATED PARTIES	'
	TRANSACTIONS WITH RELATED PARTIES

	Charlesbank

	The current board of directors of our General Partner includes three persons affiliated with Charlesbank and three outside directors. All of these directors are compensated equally for similar responsibilities and reimbursed for expenses incurred for their services to us. For the three months ended March 31, 2014 and 2013, we paid fees related to the Charlesbank director services of $0.1 million and $0.3 million, respectively, which are reflected in general and administrative expenses in our consolidated statements of operations.

	Southcross Energy Partners GP, LLC (our General Partner)

	Our General Partner does not receive a management fee or other compensation for its management of us. However, our General Partner and its affiliates are entitled to reimbursements for all expenses incurred on our behalf, including, among other items, compensation expense for all employees required to manage and operate our business. During the three months ended March 31, 2014 and 2013, we incurred expenses of $7.4 million and $5.9 million, respectively, related to these reimbursements, which are reflected in operating expenses in our consolidated statements of operations.

	The reimbursement of our compensation expenses to our General Partner began on January 1, 2013 in accordance with our Partnership Agreement.

	During the second quarter of 2013, we entered into a Purchase Agreement (as defined below) with Southcross Energy LLC, pursuant to which we issued and sold 1,715,000 Series A Preferred Units to Southcross Energy LLC for a cash purchase price of $22.86 per Series A Preferred Unit, in a privately negotiated transaction (See Note 9). After the Series A Preferred Units issuance during the second quarter of 2013, Southcross Energy LLC sold 1,500,000 of the units to third parties. Southcross Energy LLC currently holds 225,766 Series A Preferred Units. See Note 6 for discussion of the Collateral Account held by our General Partner.
	Wells Fargo Bank, N.A.
	During the three months ended March 31, 2014, we entered into amendments to our Credit Facility with syndicates of financial institutions and other lenders. These syndicates included affiliates of Wells Fargo Bank, N.A., an affiliate of which is a member of the investor group (See Note 6). Affiliates of Wells Fargo Bank, N.A. have from time to time engaged in commercial banking and financial advisory transactions with us in the normal course of business. Total fees paid, excluding interest, to affiliates of Wells Fargo, N.A. and its affiliates were $0.2 million during the three months ended March 31, 2014.

SERIES_A_PREFERRED_UNITS

SERIES A PREFERRED UNITS	3 Months Ended
SERIES A PREFERRED UNITS	Mar. 31, 2014
Preferred Units Description and Other Disclosures [Abstract]	'
SERIES A PREFERRED UNITS	'
	SERIES A PREFERRED UNITS

	We entered into a Series A Convertible Preferred Unit Purchase Agreement (the “Purchase Agreement”) with Southcross Energy LLC, pursuant to which we issued and sold 1,715,000 Series A Preferred Units to Southcross Energy LLC during the second quarter of 2013 for a cash purchase price of $22.86 per unit, in a privately negotiated transaction (the “Private Placement”). Southcross Energy LLC sold 1,500,000 of these Series A Preferred Units to third parties during the second quarter of 2013.

	Our total capital infusion of $40.0 million, from all sales of Series A Preferred Units and General Partner capital contributions, was used to reduce borrowings under our Credit Facility (See Note 6). The Private Placement of Series A Preferred Units resulted in proceeds to us of $39.2 million. We also received a $0.8 million capital contribution from our General Partner to maintain its 2.0% general partner interest in us.

	Applicable accounting guidance related to the Series A Preferred Units requires that equity instruments with redemption features that are redeemable at the option of the holder be classified outside of permanent equity. The change of control rights associated with the Series A Preferred Units requires the units to be classified outside of permanent equity. The Series A Preferred Units were adjusted to maximum redemption value as of March 31, 2014 because the maximum redemption value is currently different than the fair value of the units at issuance. The adjustment in the valuation adjustment to issuance value and the distributions associated with the Series A Preferred Units of $0.5 million have been included in the calculation of partners’ capital and earnings per unit for the three months ended March 31, 2014. Additionally, none of the identified embedded derivatives relating to the terms of the Series A Preferred Units require bifurcation, as each embedded derivative was determined to be clearly and closely related to the host contract.

	Voting Rights: The Series A Preferred Units are a class of voting equity security that ranks senior to all of our other classes or series of equity securities with respect to distribution rights and rights upon liquidation. The Series A Preferred Units have voting rights identical to the voting rights of the common units and vote with the common units as a single class, such that each Series A Preferred Unit (including each Series A Preferred Unit issued as an in-kind distribution, discussed below) is entitled to one vote for each common unit into which such Series A Preferred Unit is convertible on each matter with respect to which each common unit is entitled to vote.

	Distribution Rights: Holders of Series A Preferred Units are entitled to quarterly distributions of in-kind Series A Preferred Units for the first four full quarters following the issue date of those units and continuing thereafter until the board of directors of our General Partner determines to begin paying quarterly distributions in cash, and thereafter in cash. In-kind distributions will be in the form of Series A Preferred Units at a rate of $0.40 per outstanding Series A Preferred Unit per quarter (or 7% per year of the per unit purchase price) or, beginning after four full quarters, such higher per unit rate as is paid in respect of our common units. Cash distributions will equal the greater of $0.40 per unit per quarter or the quarterly distribution paid with respect to each common unit.

	Conversion Rights: Beginning on January 1, 2015, Series A Preferred Units (including Series A Preferred Units issued as in-kind distributions) will be convertible into common units on a one-for-one basis, except that conversion will be prohibited to the extent that it would cause (on a pro forma basis) our estimated quarterly distributions over any of the succeeding four quarters to exceed our total distributable cash flow in that quarter. Additionally, on January 1, 2015, we will have the right at any time to convert all or some of the Series A Preferred Units (including Series A Preferred Units issued as in-kind distributions) then outstanding into common units if (i) the daily volume-weighted average trading price of the common units on the national securities exchange on which the common units are listed or admitted to trading for the trailing 30-trading-day period before our notice of conversion is greater than 130.0% of the unit purchase price for the Series A Preferred Units, (ii) the average daily trading volume of common units on the securities exchange exceeds 40,000 common units for those 30 trading days and (iii) the conversion would not cause (on a pro forma basis) our estimated quarterly distributions over any of the succeeding four quarters to exceed our total distributable cash flow in that quarter. Further, the Series A Preferred Units will be convertible into common units based on an exchange ratio of 110.0% of the Series A Preferred Units if a third party acquires majority ownership control of our General Partner or we sell substantially all of our assets, in either case before January 1, 2015.

	Dissolution and Liquidation: The Series A Preferred Units are senior to our common units with respect to rights on dissolution and liquidation. Common units issued upon conversion of Series A Preferred Units will rank equally with the rest of our common units with respect to rights on dissolution and liquidation.

PARTNERS_CAPITAL

PARTNERS' CAPITAL	3 Months Ended
PARTNERS' CAPITAL	Mar. 31, 2014
Partners' Capital Notes [Abstract]	'
PARTNERS' CAPITAL	'
	PARTNERS’ CAPITAL

	Common Units
	In February 2014, we completed a public equity offering of 9,200,000 additional common units and we received a capital contribution from our General Partner to maintain its 2.0% interest in us. The net proceeds from the public offering of common units were $144.7 million. The net proceeds from the offering are being used to fund the construction of our new pipeline extending into Webb County, Texas, were used for our acquisition in March 2014 and are being used for general partnership purposes. Pending use of the funds, we temporarily repaid borrowings under our Credit Facility, which we are redrawing to fund the construction of the new pipeline and for other general purposes.
	Our common units represent limited partner interests in us. The holders of our common units are entitled to participate in partnership distributions and are entitled to exercise the rights and privileges available to limited partners under our Partnership Agreement. We had 21,454,119 and 12,253,985 common units issued and outstanding as of March 31, 2014 and December 31, 2013, respectively.
	Subordinated Units

	Subordinated units represent limited partner interests in us and convert to common units at the end of the subordination period (as defined in our Partnership Agreement). The principal difference between our common units and our subordinated units is that in any quarter during the subordination period, holders of the subordinated units are not entitled to receive any distribution of available cash until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units do not accrue arrearages. We had 12,213,713 subordinated units issued and outstanding as of March 31, 2014 and December 31, 2013.

	General Partner Interests

	Our general partner interest consisted of 723,852 general partner units as of March 31, 2014 and 534,638 general partner units as of December 31, 2013. In connection with other equity issuances, our General Partner has made capital contributions in exchange for an issuance of additional general partner units to maintain its 2.0% ownership interest in us. Also, the General Partner has received general partner unit PIK distributions from the general partner units purchased in connection with the Private Placement (See Note 3).

INCENTIVE_COMPENSATION

INCENTIVE COMPENSATION	3 Months Ended
	Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
INCENTIVE COMPENSATION	'
	INCENTIVE COMPENSATION
	Unit Based Compensation
	Long-Term Incentive Plan
	On November 7, 2012, and in connection with our initial public offering, we established our 2012 Long-Term Incentive Plan (“LTIP”), which provides incentive awards to eligible officers, employees and directors of our General Partner. Awards granted to employees under the LTIP vest over a three-year period in equal annual installments in either a common unit or an amount of cash equal to the fair market value of a common unit at the time of vesting, as determined by management at its discretion. These awards also include distribution equivalent rights that grant the holder the right to receive an amount equal to the cash distributions on common units during the period the award remains outstanding.

	The following table summarizes information regarding awards of units granted under the LTIP:


		Units		Weighted-average fair
				value at grant date
	Unvested - December 31, 2013	182,673		22.55

	Granted units	2,000		18.04

	Units recaptured for tax withholdings	(66	)	24.41

	Vested units	(134	)	24.41

	Unvested - March 31, 2014	184,473		$	22.51


	For the three months ended March 31, 2014 and 2013, we granted awards under the LTIP with a grant date fair value of $36 thousand and $15 thousand, respectively, which we have classified as equity awards. As of March 31, 2014 and March 31, 2013, we had total unamortized compensation expense of $3.2 million and $2.9 million, respectively, related to these awards, which we expect to be amortized over the three-year vesting period from each equity awards’ grant date. As of March 31, 2014 and March 31, 2013, we had 1,525,121 and 1,609,900 units, respectively, available for issuance under the LTIP.

	Unit Based Compensation Expense

	The following table summarizes information regarding recognized compensation expense, which is included in general and administrative expense on our consolidated statements of operations (in thousands):


		Three Months Ended March 31,
		2014			2013
	Unit-based compensation	$	529		$	408

	Employee Savings Plan
	We have employee savings plans under Sections 401(a) and 401(k) of the Internal Revenue Code ("IRC") whereby employees of our General Partner may contribute a portion of their base compensation to the employee savings plan, subject to limits under the IRC. We provide a matching contribution each payroll period equal to 100% of the employee's contribution up to the lesser of 6% of the employee's pay or $17,500 annually for the period. The following table summarizes information regarding contributions and the expense recognized for the matching contributions, which is included in general and administrative expense on our consolidated statements of operations (in thousands):


		Three Months Ended March 31,
		2014			2013
	Matching contributions expensed for employee savings plan	$	356		$	149

REVENUES

REVENUES	3 Months Ended
	Mar. 31, 2014
Revenues [Abstract]	'
REVENUES	'
	REVENUES

	We had revenues consisting of the following categories (in thousands):



		Three Months Ended March 31,
		2014		2013
	Sales of natural gas	$	145,358	$	98,309

	Sales of NGLs and condensate	51,874		32,419

	Transportation, gathering and processing fees	16,115		13,345

	Other	244		177

	Total revenues	$	213,591	$	144,250

CONCENTRATION_OF_CREDIT_RISK_A

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE	3 Months Ended
	Mar. 31, 2014
Risks and Uncertainties [Abstract]	'
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE	'
	CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

	Our primary markets are in South Texas, Alabama and Mississippi. We have a concentration of revenues and trade accounts receivable due from customers engaged in the production, trading, distribution and marketing of natural gas and NGL products. These concentrations of customers may affect overall credit risk in that these customers may be affected similarly by changes in economic, regulatory or other factors. We analyze our customers’ historical financial and operational information before extending credit.

	Our top ten customers for the three months ended March 31, 2014 and 2013 represent the following percentages of consolidated revenue:


		Three Months Ended March 31,
		2014		2013
	Top ten customers	64.6	%	60.3	%

	The percentage of total consolidated revenue for each customer that exceeded 10% of total revenues for the three months ended March 31, 2014 and 2013 was as follows:


		Three Months Ended March 31,
		2014		2013
	Trafigura AG	12.2	%	(a)

	Sherwin Alumina Company	(a)		11.7	%

	Formosa Hydrocarbons Co., Inc.	(a),(b)		12	%




	(a) Information is not provided for periods for which the customer or producer was less than 10% of our consolidated revenue.
	(b) Our contract with Formosa terminated on June 1, 2013.

	For the three months ended March 31, 2014 and 2013, we did not experience significant non-payment for services. At March 31, 2014, we did not record an allowance for uncollectible accounts receivable.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2014
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	SUBSEQUENT EVENTS

	Partnership Distribution

	On April 24, 2014, the Board of Directors of our General Partner declared a cash distribution of $0.40 per common unit and subordinated unit, including units equivalent to our General Partner’s 2% interest in the Partnership, which will be paid on May 15, 2014 to unitholders of record on May 9, 2014. Also on April 24, 2014, the Board of Directors of our General Partner declared a Series A Preferred Unit distribution of $0.40 per unit, which will be paid in-kind on May 15, 2014 to unitholders of record on May 9, 2014, and our General Partner will receive a number of general partner units to maintain the General Partner’s 2% interest in the Partnership.

SUPPLEMENTAL_INFORMATION

SUPPLEMENTAL INFORMATION	3 Months Ended
	Mar. 31, 2014
Supplemental Cash Flow Elements [Abstract]	'
SUPPLEMENTAL INFORMATION	'
	SUPPLEMENTAL INFORMATION

	Supplemental Cash Flow Information (in thousands)


		Three Months Ended March 31,
		2014			2013
	Supplemental Disclosures:
	Cash paid for interest, net of amounts capitalized	$	2,776		$	2,478

	Cash paid for taxes, net of refunds received	23			—

	Supplemental schedule of non-cash investing and financing activities:
	Accounts payable related to capital expenditures	1,628			22,996

	Change in value recognized in other comprehensive income	11			69

	Capital lease obligation	307			—

	Accrued distribution equivalent rights (DERs) on the LTIP units	76			21

	Capitalization of Interest Cost
	We capitalize interest on projects during their construction period. Once a project is placed in service, capitalized interest, as a component of the total cost of the construction, is depreciated over the estimated useful life of the asset constructed.
	We incurred the following interest costs (in thousands):


		Three Months Ended March 31,
		2014			2013
	Total interest costs	$	3,072		$	2,649

	Capitalized interest included in property, plant and equipment, net	(99		)	(602		)
	Interest expense	$	2,973		$	2,047

	Deferred Financing Costs

	Deferred Financing costs are capitalized and amortized as interest expense under the effective interest method over the term of the related debt. The unamortized balance of deferred financing costs is included in other assets on the consolidated balance sheets. Changes in deferred financing costs are as follows (in thousands):


		2014
	Deferred financing costs, January 1	$	5,237

	Capitalization of deferred financing costs (1)	156

	Less:
	Amortization of deferred financing costs	(337		)
	Deferred financing costs, March 31	$	5,056

	___________________________________________________________________________
	(1) See Note 6.

	Southcross Assets Considered Leases to Third Parties

	On March 6, 2014 we acquired natural gas pipelines and contracts related to these pipelines (See Note 2). The pipelines transport natural gas to two power plants in Nueces County, Texas under fixed-fee contracts. The contracts have a primary term through 2029 and an option to extend the agreements by an additional term of up to ten years. These contracts are considered operating leases under the applicable accounting guidance.

	Future minimum annual demand payment receipts under these agreements as of March 31, 2014, were as follows: $3.7 million in 2014 of which a portion was paid prior to our acquisition, $5.6 million in 2015, $5.6 million in 2016, $5.6 million in 2017, $2.2 million in 2018, $2.2 million in 2019 and $15.3 million thereafter. The revenue recognized for the demand payments is recognized on a straight-line basis over the term of the contract. The demand fee revenues under the contracts were $0.2 million for the three months ended March 31, 2014 and have been included within transportation, gathering and processing fees within Note 12. The amounts do not include contingent fees based on the actual gas volumes delivered under the contracts. Contingent fees were $0.1 million for the three months ended March 31, 2014.

BASIS_OF_PRESENTATION_AND_SUMM1

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]	'
Basis of Presentation	'
	Basis of Presentation

	We prepared this Quarterly Report on Form 10-Q under the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. Accordingly, these condensed consolidated financial statements do not include all of the disclosures required by GAAP and should be read with our 2013 Annual Report on Form 10-K. The condensed consolidated financial statements as of March 31, 2014 and December 31, 2013, and for the three months ended March 31, 2014 and 2013, are unaudited and have been prepared on the same basis as the audited financial statements included in our 2013 Annual Report on Form 10-K. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying condensed consolidated financial statements. The condensed consolidated financial statements reflect the assets acquired and liabilities assumed as of March 31, 2014 and the operating results for the period from March 6, 2014 through March 31, 2014 associated with the acquisition discussed further in Note 2. Adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results of operations and financial position have been included herein.

	The accompanying unaudited condensed consolidated financial statements were prepared in conformity with GAAP, which requires management to make various estimates and assumptions that may affect the amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results may differ from those estimates. Information for interim periods may not be indicative of our operating results for the entire year.

	The disclosures included in this report provide an update to our 2013 Annual Report on Form 10-K.

	We evaluate events that occur after the balance sheet date, but before the financial statements are issued, for potential recognition or disclosure. Based on the evaluation, we determined that there were no material subsequent events for recognition or disclosure other than those disclosed in this report.
Recent Accounting Pronouncements	'
	Recent Accounting Pronouncements

	Accounting standard-setting organizations frequently issue new or revised accounting rules. We regularly review new pronouncements to determine their impact, if any, on our consolidated financial statements, and currently there are no new accounting pronouncements that would have a material impact.

ACQUISITION_Tables

ACQUISITION (Tables)	3 Months Ended
	Mar. 31, 2014
Business Combinations [Abstract]	'
Reconciliation of Fair Value of Assets Acquired and Liabilities Assumed	'
	The reconciliation of the preliminary fair value of the assets acquired and liabilities assumed related to the Onyx purchase price was as follows (in thousands):


	Purchase Price—Cash	$	38,636

	Current assets	730

	Property, plant, and equipment	39,413

	Total assets acquired	40,143

	Current liabilities assumed	(1,407		)
	Other liabilities assumed	(100		)
	Net identifiable assets acquired	$	38,636

Schedule of Unaudited, Pro Forma Financial Information	'
	The following unaudited pro forma financial information of our periods ended March 31, 2014 and 2013 assumes that the Onyx acquisition occurred on January 1, 2013 and includes adjustments for income from operations, including depreciation and amortization, as well as the effects of financing the acquisition (in thousands, except unit information):


		Three months ended March 31,
		2014			2013
	Total revenue	$	214,240		$	145,286

	Net loss	(1,397		)	(7,238		)
	Net loss attributable to common unitholders	(1,115		)	(3,876		)
	Net loss per common unit—(basic and diluted)	(0.06		)	(0.26		)
	Net loss attributable to subordinated unitholders	(745		)	(3,231		)
	Net loss per subordinated unit—(basic and diluted)	(0.06		)	(0.26		)

NET_LOSS_INCOME_PER_LIMITED_PA1

NET (LOSS) INCOME PER LIMITED PARTNER UNIT AND DISTRIBUTIONS (Tables)	3 Months Ended
	Mar. 31, 2014
Net loss per limited partner unit and distributions	'
Schedule of Distributions Earned and Declared	'
	The following table represents our distribution declared for the period ended March 31, 2014 and distributions paid for the prior periods (in thousands, except per unit data):


									Distributions
		Attributable to the		Per Unit					Limited Partners
	Payment Date	Quarter Ended		Distribution					Common			Subordinated		General Partner		Total
	2014
	2014
	15-May-14	31-Mar-14		$	0.4				$	8,586		$	4,885	$	290	$	13,761
	15-May-14	31-Mar-14		$	0.4				$	8,586		$	4,885	$	290	$	13,761
	2013
	2013
	14-Feb-14	31-Dec-13		0.4					8,581			4,885		289		13,755
	14-Feb-14	31-Dec-13		0.4					8,581			4,885		289		13,755
	14-Nov-13	30-Sep-13		0.4					4,888			4,885		214		9,987
	14-Nov-13	30-Sep-13		0.4					4,888			4,885		214		9,987
	August 14, 2013	June 30, 2013		0.4					4,890			4,886		210		9,986
	August 14, 2013	June 30, 2013		0.4					4,890			4,886		210		9,986
	May 15, 2013	March 31, 2013		0.4					4,888			4,886		199		9,973
	May 15, 2013	March 31, 2013		0.4					4,888			4,886		199		9,973
	2012
	February 14, 2013	December 31, 2012		0.24				(1)	2,931			2,931		120		5,982
	February 14, 2013	December 31, 2012		0.24				(1)	2,931			2,931		120		5,982




	(1) Per unit distribution of $0.24 corresponds to the minimum quarterly distribution of $0.40 per unit, or $1.60 on an annualized basis, pro-rated for the portion of the quarter following the closing of our initial public offering on November 7, 2012.
Schedule of Reconciliation of Net Income loss	'
	The following is a reconciliation of the net loss attributable to our limited partners and our limited partner units and the basic and diluted earnings per unit calculations for the three months ended March 31, 2014 and 2013 (in thousands, except unit and per unit data):


		Three Months Ended March 31, 2014				Three Months Ended March 31, 2013
	Net loss	$	(1,289	)		$	(6,382	)
	Series A Preferred Unit in-kind distribution and fair value adjustment (1)	(501		)		—
		(501		)		—
	Net loss attributable to partners	$	(1,790	)		$	(6,382	)

	General partner's interest (2)	$	(26	)		$	(128	)
	Limited partners' interest (2)
	Common	$	(1,045	)		$	(3,127	)
	Subordinated	$	(719	)		$	(3,127	)




	(1) The Series A Preferred Unit in-kind distribution increased the net loss attributable to partners as of March 31, 2014 in the calculation of earnings per unit (See Note 9) for the three months ended March 31, 2014. The valuation adjustment to maximum redemption value of the Series A Preferred Units as of March 31, 2014 decreased the net loss available to common units in the calculation of earnings per unit (See Note 9) for the three months ended March 31, 2014. There is no in-kind distribution or valuation adjustment to maximum redemption value for the Series A Preferred Units as of March 31, 2013 in the calculation of earnings per unit (See Note 9) for the three months ended March 31, 2013.

	(2) General Partner's and Limited Partners’ interest are calculated based on the allocation of net losses for the period net of the allocation of Series A Preferred Unit in-kind distributions, Series A Preferred Unit fair value adjustments and General Partner unit in-kind distributions.



	Common Units	Three Months Ended March 31, 2014				Three Months Ended March 31, 2013
	Interest in net loss	$	(1,045	)		$	(3,127	)
	Effect of dilutive units - numerator (1)	—				—
	Effect of dilutive units - numerator (1)	—				—
	Dilutive interest in net loss	$	(1,045	)		$	(3,127	)

	Weighted-average units - basic	18,285,220				12,213,713
	Weighted-average units - basic	18,285,220				12,213,713
	Effect of dilutive units - denominator (1)	—				—
	Effect of dilutive units - denominator (1)	—				—
	Weighted-average units - dilutive	18,285,220				12,213,713
	Weighted-average units - dilutive	18,285,220				12,213,713

	Basic and diluted net loss per common unit	$	(0.06	)		$	(0.26	)



	Subordinated Units	Three Months Ended March 31, 2014				Three Months Ended March 31, 2013
	Interest in net loss	$	(719	)		$	(3,127	)
	Effect of dilutive units - numerator (1)	—				—
	Effect of dilutive units - numerator (1)	—				—
	Dilutive interest in net loss	$	(719	)		$	(3,127	)

	Weighted-average units - basic	12,213,713				12,213,713
	Weighted-average units - basic	12,213,713				12,213,713
	Effect of dilutive units - denominator (1)	—				—
	Effect of dilutive units - denominator (1)	—				—
	Weighted-average units - dilutive	12,213,713				12,213,713
	Weighted-average units - dilutive	12,213,713				12,213,713

	Basic and diluted net loss per subordinated unit	$	(0.06	)		$	(0.26	)




	(1) Because we had a net loss for the three months ended March 31, 2014 and 2013, the effect of the dilutive units would be anti-dilutive to the per unit calculation. Therefore, the weighted average units outstanding are the same for basic and dilutive net loss per unit. The weighted average units that would be included in the computation of diluted per unit amounts in accordance with the treasury stock method were 4,779 unvested awards granted under our long-term incentive plan (See Note 11) and 1,800,886 Series A Preferred Units (See Note 9) for the three months ended March 31, 2014. The amount of unvested common units that were not included in the computation of diluted per unit amounts were 140,100 unvested awards granted under our long-term incentive plan for the three months ended March 31, 2013. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the long-term incentive plan, were exercised, settled or converted into common units. When it is determined that potential common units resulting from an award should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method.
Series A convertible preferred units	'
Net loss per limited partner unit and distributions	'
Schedule of Distributions Earned and Declared	'
	The following table represents the paid in-kind (“PIK”) distribution earned for the period ended March 31, 2014 and the PIK distribution for the previous periods (in thousands, except per unit and in-kind distribution units):


	Payment Date	Attributable to the Quarter Ended		Per Unit Distribution				In-Kind Series A		In-Kind			In-Kind	In-Kind General Partner Distribution Value(3)
								Preferred Unit		Series A			Unit
								Distributions to Series A Preferred Holders		Preferred			Distribution
										Distributions			to General
										Value(3)			Partner
	2014
	May 15, 2014	March 31, 2014		$	0.4			31,513		$	534		643	$	11
	May 15, 2014	March 31, 2014		$	0.4			31,513		$	534		643	$	11
	2013
	February 14, 2014	December 31, 2013		0.4				30,971		558			632	11
	February 14, 2014	December 31, 2013		0.4				30,971		558			632	11
	November 14, 2013	September 30, 2013		0.4				30,439		511			621	10
	November 14, 2013	September 30, 2013		0.4				30,439		511			621	10
	August 14, 2013	June 30, 2013		0.35			(1)	22,276		512			454	10
	August 14, 2013	June 30, 2013		0.35			(1)	22,276		512			454	10
	August 14, 2013	June 30, 2013		0.2			(2)	2,199		51			45	1
	August 14, 2013	June 30, 2013		0.2			(2)	2,199		51			45	1



	(1) Per unit distribution of $0.35 corresponds to the minimum quarterly distribution of $0.40 per unit, or $1.60 on an annualized basis, pro-rated for the portion of the quarter following the issuance of 1,466,325 Series A Preferred Units and 29,925 general partner units on April 12, 2013.
	(2) Per unit distribution of $0.20 corresponds to the minimum quarterly distribution of $0.40 per unit, or $1.60 on an annualized basis, pro-rated for the portion of the quarter following the issuance of 248,675 Series A Preferred Units and 5,075 general partner units on May 15, 2013.
	(3) The fair value was calculated as required, based on the common unit price at the quarter end date for the period attributable to the distribution, multiplied by the number of units distributed.

FINANCIAL_INSTRUMENTS_Tables

FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2014
Derivatives	'
Schedule of the fair value of the interest rate swap liabilities	'
	The fair value of the interest rate swap liabilities were as follows (in thousands):



		Significant Other Observable Inputs (Level 2)
		Fair value measurement as of
		31-Mar-14			31-Dec-13
	Interest rate swap liabilities	$	145		$	263

Summary of amounts recognized in interest expense associated with derivatives that are not designated as hedging instruments	'



		Three Months Ended March 31,
		2014			2013
	Realized loss on interest rate derivative	$	27		$	27

	Unrealized loss on interest rate swap derivative	12			—

Interest rate cap contract	'
Derivatives	'
Summary of effect of cash flow hedge in statements of changes in partners' capital and members' equity and comprehensive income/(loss)	'



		Three Months Ended March 31,
		2014			2013
	Change in value recognized in other comprehensive loss - effective portion	$	(11	)	$	(69	)
	Loss reclassified from accumulated other comprehensive loss to interest expense	115			94

Commodity Swaps	'
Derivatives	'
Schedule of amounts recognized in the statement of operations	'


		Three Months Ended March 31,
		2014			2013
	Realized gain/(loss) on derivatives	$	(1,169	)	$	(46	)
	Unrealized gain/(loss) on derivatives	44			—

LONGLIVED_ASSETS_Tables

LONG-LIVED ASSETS (Tables)	3 Months Ended
	Mar. 31, 2014
Property, Plant and Equipment [Abstract]	'
Schedule of property, plant and equipment	'
	Property, plant and equipment consisted of the following (in thousands):


		Estimated	31-Mar-14			31-Dec-13
		Useful Life (yrs)
	Pipelines	30	$	381,052		$	344,721

	Gas processing, treating and other plants	15	258,101			254,133

	Compressors	7	20,144			20,030

	Rights of way and easements	15	24,998			20,729

	Furniture, fixtures and equipment	5	3,428			3,347

	Capital lease vehicles	5-Mar	1,703			1,396

	Total property, plant and equipment		689,426			644,356

	Accumulated depreciation and amortization		(88,414		)	(79,908		)
	Total		601,012			564,448

	Construction in progress		10,960			6,039

	Land and other		5,190			5,308

	Property, plant and equipment, net		$	617,162		$	575,795

LONGTERM_DEBT_Tables

LONG-TERM DEBT (Tables)	3 Months Ended
	Mar. 31, 2014
Debt Disclosure [Abstract]	'
Schedule of Long-term Debt	'
	Our outstanding debt is as follows:


		31-Mar-14		31-Dec-13
	Credit Facility, due November 2017	$	170,850	$	267,300

	Total long-term debt	$	170,850	$	267,300

INCENTIVE_COMPENSATION_Tables

INCENTIVE COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Summary of information regarding awards of units granted under the Incentive Plan	'
	The following table summarizes information regarding awards of units granted under the LTIP:


		Units		Weighted-average fair
				value at grant date
	Unvested - December 31, 2013	182,673		22.55

	Granted units	2,000		18.04

	Units recaptured for tax withholdings	(66	)	24.41

	Vested units	(134	)	24.41

	Unvested - March 31, 2014	184,473		$	22.51

Summary of information regarding recognized compensation expense, which is included in general and administrative expense on consolidated statements of operations	'
	The following table summarizes information regarding recognized compensation expense, which is included in general and administrative expense on our consolidated statements of operations (in thousands):


		Three Months Ended March 31,
		2014			2013
	Unit-based compensation	$	529		$	408

REVENUES_Tables

REVENUES (Tables)	3 Months Ended
	Mar. 31, 2014
Revenues [Abstract]	'
Schedule of revenues by category	'
	We had revenues consisting of the following categories (in thousands):



		Three Months Ended March 31,
		2014		2013
	Sales of natural gas	$	145,358	$	98,309

	Sales of NGLs and condensate	51,874		32,419

	Transportation, gathering and processing fees	16,115		13,345

	Other	244		177

	Total revenues	$	213,591	$	144,250

CONCENTRATION_OF_CREDIT_RISK_A1

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Tables)	3 Months Ended
	Mar. 31, 2014
Consolidated revenue concentration	'
Schedule of consolidated revenue attributed to Formosa and Sherwin	'
	The percentage of total consolidated revenue for each customer that exceeded 10% of total revenues for the three months ended March 31, 2014 and 2013 was as follows:


		Three Months Ended March 31,
		2014		2013
	Trafigura AG	12.2	%	(a)

	Sherwin Alumina Company	(a)		11.7	%

	Formosa Hydrocarbons Co., Inc.	(a),(b)		12	%




	(a) Information is not provided for periods for which the customer or producer was less than 10% of our consolidated revenue.
	(b) Our contract with Formosa terminated on June 1, 2013.
Top ten customers	'
Consolidated revenue concentration	'
Schedule of consolidated revenue attributed to Formosa and Sherwin	'
	Our top ten customers for the three months ended March 31, 2014 and 2013 represent the following percentages of consolidated revenue:


		Three Months Ended March 31,
		2014		2013
	Top ten customers	64.6	%	60.3	%

SUPPLEMENTAL_INFORMATION_Table

SUPPLEMENTAL INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2014
Supplemental Cash Flow Elements [Abstract]	'
Supplemental Cash Flow Information	'
	Supplemental Cash Flow Information (in thousands)


		Three Months Ended March 31,
		2014			2013
	Supplemental Disclosures:
	Cash paid for interest, net of amounts capitalized	$	2,776		$	2,478

	Cash paid for taxes, net of refunds received	23			—

	Supplemental schedule of non-cash investing and financing activities:
	Accounts payable related to capital expenditures	1,628			22,996

	Change in value recognized in other comprehensive income	11			69

	Capital lease obligation	307			—

	Accrued distribution equivalent rights (DERs) on the LTIP units	76			21

Capitalization of Interest Cost	'
	We incurred the following interest costs (in thousands):


		Three Months Ended March 31,
		2014			2013
	Total interest costs	$	3,072		$	2,649

	Capitalized interest included in property, plant and equipment, net	(99		)	(602		)
	Interest expense	$	2,973		$	2,047

Deferred Financing Costs	'
	Changes in deferred financing costs are as follows (in thousands):


		2014
	Deferred financing costs, January 1	$	5,237

	Capitalization of deferred financing costs (1)	156

	Less:
	Amortization of deferred financing costs	(337		)
	Deferred financing costs, March 31	$	5,056

	___________________________________________________________________________
	(1) See Note 6.

	Southcross Assets Considered Leases to Third Parties

	On March 6, 2014 we acquired natural gas pipelines and contracts related to these pipelines (See Note 2). The pipelines transport natural gas to two power plants in Nueces County, Texas under fixed-fee contracts. The contracts have a primary term through 2029 and an option to extend the agreements by an additional term of up to ten years. These contracts are considered operating leases under the applicable accounting guidance.

	Future minimum annual demand payment receipts under these agreements as of March 31, 2014, were as follows: $3.7 million in 2014 of which a portion was paid prior to our acquisition, $5.6 million in 2015, $5.6 million in 2016, $5.6 million in 2017, $2.2 million in 2018, $2.2 million in 2019 and $15.3 million thereafter. The revenue recognized for the demand payments is recognized on a straight-line basis over the term of the contract. The demand fee revenues under the contracts were $0.2 million for the three months ended March 31, 2014 and have been included within transportation, gathering and processing fees within Note 12. The amounts do not include contingent fees based on the actual gas volumes delivered under the contracts. Contingent fees were $0.1 million for the three months ended March 31, 2014.

ORGANIZATION_AND_DESCRIPTION_O1

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)	3 Months Ended
	Mar. 31, 2014
	segment
	plant
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Number of processing plants	3
Number of fractionation plants	2
Number of reportable segments	1

ACQUISITION_Details

ACQUISITION (Details) (USD $)

0 Months Ended

3 Months Ended

1 Months Ended

3 Months Ended

Mar. 08, 2014

Mar. 06, 2014

Mar. 31, 2014

Mar. 06, 2014

Mar. 31, 2014

Mar. 31, 2013

Mar. 31, 2014

Mar. 31, 2013

Mar. 31, 2014

Mar. 31, 2013

plant

Onyx Midstream LP & Onyx Pipeline Company [Member]

Pro Forma [Member]

Common Units [Member]

Subordinated Units [Member]

Pro Forma [Member]

Business Acquisition [Line Items]

Number of power plants

Contractual agreement, term

'10 years

Goodwill

Fair Value of Assets Acquired and Liabilities Assumed, Net [Abstract]

Current assets

730,000

Property, plant, and equipment

39,413,000

Total assets acquired

40,143,000

Current liabilities assumed

-1,407,000

Other liabilities assumed

-100,000

Net identifiable assets acquired

38,636,000

Acquisition related costs

300,000

Business Acquisition, Pro Forma Information [Abstract]

Total revenue

214,240,000

145,286,000

Net loss

-1,397,000

-7,238,000

-1,115,000

-3,876,000

-745,000

-3,231,000

Net loss per common unitb(basic and diluted) (in dollars per share)

($0.06)

($0.26)

($0.06)

($0.26)

Revenue recognized since acquisition date

100,000

300,000

Net loss recognized since acquisition date

($100,000)

NET_LOSS_INCOME_PER_LIMITED_PA2

NET (LOSS) INCOME PER LIMITED PARTNER UNIT AND DISTRIBUTIONS (Details) (USD $)	3 Months Ended
In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Earnings Per Limited Partner Unit	'	'
Net loss	($1,289)	($6,382)
Series A Preferred Unit in-kind distribution and fair value adjustment	'	0
Net loss attributable to partners	-1,790	-6,382
General partner's interest	-1,289	-6,382
General Partner [Member]	'	'
Earnings Per Limited Partner Unit	'	'
Net loss	-26	-128
Series A Preferred Unit in-kind distribution and fair value adjustment	502	'
General partner's interest	-26	-128
Limited Partner, units authorized	'	'
Earnings Per Limited Partner Unit	'	'
Net loss	-757	-3,127
General partner's interest	-757	-3,127
Limited partners' interest	-1,045	-3,127
Interest in net loss	-1,045	-3,127
Dilutive interest in net loss	-1,045	-3,127
Weighted-average units - basic	18,285,220	12,213,713
Weighted-average units - dilutive	18,285,220	12,213,713
Basic and diluted net loss per common unit	($0.06)	($0.26)
Subordinated Units [Member]	'	'
Earnings Per Limited Partner Unit	'	'
Net loss	-506	-3,127
General partner's interest	-506	-3,127
Limited partners' interest	-719	-3,127
Interest in net loss	-719	-3,127
Dilutive interest in net loss	($719)	($3,127)
Weighted-average units - basic	12,213,713	12,213,713
Weighted-average units - dilutive	12,213,713	12,213,713
Basic and diluted net loss per common unit	($0.06)	($0.26)
Series A convertible preferred units	'	'
Earnings Per Limited Partner Unit	'	'
Weighted average units not included in the computation of diluted per unit (in shares)	1,800,886	'
Phantom Share Units (PSUs)	'	'
Earnings Per Limited Partner Unit	'	'
Weighted average units not included in the computation of diluted per unit (in shares)	4,779	140,100

NET_LOSS_INCOME_PER_LIMITED_PA3

NET (LOSS) INCOME PER LIMITED PARTNER UNIT AND DISTRIBUTIONS (Distributions) (Details) (USD $)

3 Months Ended

0 Months Ended

3 Months Ended

1 Months Ended

3 Months Ended

1 Months Ended

3 Months Ended

2 Months Ended

3 Months Ended

Mar. 31, 2014

Jun. 30, 2013

15-May-13

Apr. 12, 2013

15-May-13

Apr. 12, 2013

Mar. 31, 2014

Jun. 30, 2013

Mar. 31, 2014

Jun. 30, 2013

Mar. 31, 2014

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2014

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Dec. 31, 2012

Mar. 31, 2014

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Mar. 31, 2014

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Mar. 31, 2014

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Mar. 31, 2014

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Mar. 31, 2014

Jun. 30, 2013

Mar. 13, 2014

Jun. 30, 2013

Mar. 27, 2013

Nov. 07, 2012

General Partner [Member]

Preferred units issued

PIK distribution

In Kind Distribution [Member]

Cash

Maximum [Member]

QTD

YTD

Credit Facility, due November 2017

item

General Partner [Member]

Preferred units issued

General Partner [Member]

Limited Partner, units authorized

Subordinated Units [Member]

Preferred units issued

Cash

In Kind Distribution [Member]

General Partner [Member]

Limited Partners

Distributions made to Limited Partner [Line Items]

Distribution period

'45 days

Amount raised through issuance of units

$40,000,000

Preferred Units, Issued

1,715,000

Preferred units issued

248,675

1,466,325

1,500,000

unused borrowings

350,000,000

250,000,000

350,000,000

Number of quarters for quarterly distributions in-kind required to be paid

Distribution percentage

7.00%

Ownership interest held by general partners (as a percent)

2.00%

Minimum quarterly distribution (in dollars per unit)

$0.40

$0.24

$0.40

Minimum annual distribution (in dollars per unit)

$1.60

Series A preferred units , PIK distribution earned

Per Unit Distribution (in dollars per unit)

$0.20

$0.40

$0.35

In-Kind Unit Distribution (in dollars)

2,199,000

31,513,000

30,971,000

30,439,000

22,276,000

45,000

643,000

632,000

621,000

454,000

In-Kind Distributions (in dollars per unit)

-11,000

51,000

534,000

558,000

511,000

512,000

1,000

11,000

10,000

Common units, distribution declared and paid

Distribution Made to Member or Limited Partner, Distribution Paid in Cash

$13,761,000

$13,755,000

$9,987,000

$9,986,000

$9,973,000

$5,982,000

$290,000

$289,000

$214,000

$210,000

$199,000

$120,000

$8,586,000

$8,581,000

$4,888,000

$4,890,000

$4,888,000

$2,931,000

$4,885,000

$4,886,000

$2,931,000

General partner units issued (in shares)

5,075

29,925

Distribution Made to Limited Partner, Distributions Paid, Per Unit

$0.20

$0.24

$0.40

$1.60

FINANCIAL_INSTRUMENTS_Details

FINANCIAL INSTRUMENTS (Details) (USD $)	1 Months Ended	3 Months Ended
	Feb. 28, 2014	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014	Dec. 31, 2013
				Commodity Swaps [Member]	Commodity Swaps [Member]	Interest rate swap liabilities	Interest rate swap liabilities	Recurring basis	Recurring basis
								Significant Other Observable Inputs (Level 2)	Significant Other Observable Inputs (Level 2)
								Interest rate swap liabilities	Interest rate swap liabilities
Fair value of financial instruments	'	'	'	'	'	'	'	'	'
Unrealized Gain (Loss) on Derivatives	'	$32,000	$0	$44,000	$0	'	'	'	'
Repayments of Lines of Credit	148,500,000	'	'	'	'	'	'	'	'
Derivative liability, current	'	'	'	'	'	100,000	300,000	'	'
Derivative liability, non-current	'	'	'	'	'	0	'	'	'
Fair value measurement	'	'	'	'	'	'	'	$145,000	$263,000

FINANCIAL_INSTRUMENTS_Details_

FINANCIAL INSTRUMENTS (Details 2) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
	MMBTU	Mar. 31, 2013	MMBTU
Derivatives	'	'	'
Unrealized loss	$32,000	$0	'
Interest rate cap contract	'	'	'
Derivatives	'	'	'
Unrealized loss	12,000	0	'
Realized (loss) on derivatives	27,000	27,000	'
Interest rate cap contract \| Derivatives designated as hedging instruments	'	'	'
Derivatives	'	'	'
Change in value recognized in other comprehensive income/(loss) (effective portion)	-11,000	-69,000	'
Loss reclassified from accumulated other comprehensive loss to income/loss	115,000	94,000	'
Interest rate swap contract \| Derivatives designated as hedging instruments	'	'	'
Derivatives	'	'	'
Notional amount	150,000,000	'	'
Description of variable rate	'one-month LIBOR	'	'
LIBOR based fixed rate paid (as a percent)	0.54%	'	'
Estimated amount of hedging losses to be reclassified from accumulated other comprehensive income into income/(loss)	100,000	'	'
Estimated period over which hedging activity to be reclassified from accumulated other comprehensive income into income/(loss)	'12 months	'	'
Commodity Swaps	'	'	'
Derivatives	'	'	'
Derivative Asset, Fair Value, Gross Asset	164,000	'	140,000
Derivative Liability, Fair Value, Gross Liability	0	'	-20,000
Derivative Liability, Amount Offset Against Derivative Asset	0	'	20,000
Unrealized loss	44,000	0	'
Realized (loss) on derivatives	-1,169,000	-46,000	'
Volume of month-ahead swap contracts (in MMBtu)	49,150	'	33,722
Derivative, Fair Value, Net	$164,000	'	$120,000

LONGLIVED_ASSETS_Details

LONG-LIVED ASSETS (Details) (USD $)

1 Months Ended

3 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

3 Months Ended

Jan. 31, 2013

Mar. 31, 2014

Mar. 31, 2013

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2012

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2012

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2012

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2012

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2012

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Property, plant and equipment excluding construction in progress and land and other

Pipelines

Gas processing, treating and other plants

Compressors

Rights of way and easements

Furniture, fixtures and equipment

Capital lease vehicles

Construction in progress

Land and other

Maximum [Member]

Minimum [Member]

Property, plant and equipment

Estimated useful life

'30 years

'15 years

'7 years

'15 years

'5 years

'3 years

Total property, plant and equipment

$689,426,000

$644,356,000

$381,052,000

$344,721,000

$258,101,000

$254,133,000

$20,144,000

$20,030,000

$24,998,000

$20,729,000

$3,428,000

$3,347,000

$1,703,000

$1,396,000

Accumulated depreciation and amortization

-88,414,000

-79,908,000

Property, plant and equipment, net

617,162,000

575,795,000

601,012,000

564,448,000

10,960,000

6,039,000

5,190,000

5,308,000

Depreciation expense

8,528,000

7,249,000

Capitalized interest included in property, plant and equipment, net

99,000

600,000

Service charges

5,300,000

Amount recovered from insurance

1,000,000

Deductible amount

300,000

Intangible assets, net

$1,554,000

$1,568,000

Finite-Lived Intangible Asset, Useful Life

'30 years

LONGTERM_DEBT_Details

LONG-TERM DEBT (Details) (USD $)

3 Months Ended

0 Months Ended

3 Months Ended

6 Months Ended

0 Months Ended

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Dec. 31, 2013

Mar. 31, 2014

Jun. 30, 2013

Mar. 31, 2014

Apr. 12, 2013

Mar. 31, 2014

Mar. 31, 2013

Mar. 13, 2014

Jan. 29, 2014

Dec. 31, 2013

Jun. 30, 2013

Mar. 27, 2013

Nov. 07, 2012

Mar. 31, 2014

Mar. 31, 2013

Mar. 31, 2014

Apr. 12, 2013

Nov. 07, 2012

Jun. 30, 2012

Jan. 29, 2014

Mar. 31, 2014

General Partner [Member]

Series A convertible preferred units

Prior to Covenant Election [Member]

Credit Facility, due November 2017

Letters of credit

Credit Agreement, due June 2014

Revolving Credit Facility [Member]

Scenario, Forecast [Member]

Scenario, Actual [Member]

30-Sep-13

Credit Facility, due November 2017

Prior to Covenant Election [Member]

After Covenant Election [Member]

Prior to Covenant Election [Member]

After Covenant Election [Member]

LONG TERM DEBT

Long-term Debt

$170,850,000

$267,300,000

unused borrowings

350,000,000

250,000,000

350,000,000

50,000,000

75,000,000

Fees incurred in connection with the amendment to credit facility

1,500,000

100,000

600,000

Leverage ratio for one quarter

4.25

Leverage ratio for two consecutive quarters

4.5

Line of Credit Facility, Amount Outstanding

170,900,000

24,500,000

Line of Credit Facility, Remaining Borrowing Capacity

154,700,000

Line of Credit Facility, Average Outstanding Amount

192,400,000

229,800,000

Description of variable rate basis

'LIBOR

Basis spread on variable rate (as a percent)

4.50%

2.50%

3.30%

3.25%

Weighted-average interest rate

4.60%

3.50%

Maximum growth capital expenditures for the remainder of 2013

25,000,000

Maximum additional growth capital expenditures for the subsequent 18 months ended June 30, 2015

25,000,000

Increase in amount deposited by general partner into the Collateral Account

28,000,000

Maximum quarterly distributions until the target leverage ratio is achieved (in dollars per share)

$0.40

Total capital infusion

40,000,000

Debt Instrument Covenant Consolidated Senior Secured Leverage Ratio Required to be Maintained upon Exercising One Time Covenant Election

3.5

Minimum consolidated interest coverage ratio

2.5

Debt Instrument Leverage Ratio

Maximum outstanding borrowings

267,300,000

246,000,000

Debt Instrument, Covenant, Limitation on Acquisition Price, Business Combination

40,000,000

Maximum adjusted consolidated total leverage ratio

5.75

4.5

5.25

Long-term debt

$170,850,000

$267,300,000

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
	item	Mar. 31, 2013
Legal Matters	'	'
Number of pending proceedings	0	'
Capital leases	'	'
Amortization expense related to the capital leases	$100,000	$0
Capital Lease Obligations Incurred	307,000	0
Operating Leases	'	'
Expenses associated with operating leases	300,000	500,000
Equipment related to capital projects	'	'
Purchase commitments	'	'
Commitments	52,300,000	'
Other Capital Projects [Member]	'	'
Purchase commitments	'	'
Commitments	$0	'

TRANSACTIONS_WITH_RELATED_PART1

TRANSACTIONS WITH RELATED PARTIES (Details) (USD $)	3 Months Ended				3 Months Ended
	Mar. 31, 2014	Mar. 31, 2014	Jun. 30, 2013	15-May-13	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
	officer	Preferred units issued	Preferred units issued	Preferred units issued	Management fees incurred	Management fees incurred	Management fees incurred	General Partner interest [Member]	General Partner interest [Member]	Affiliates of Wells Fargo Bank NA [Member]
	director					Vested units	Vested units
Related Party Transactions	'	'	'	'	'	'	'	'	'	'
Management fees incurred	'	'	'	'	'	$0	$300,000	$100,000	'	'
Number of officers	3	'	'	'	'	'	'	'	'	'
Number of directors	3	'	'	'	'	'	'	'	'	'
Reimbursements expenses incurred	'	'	'	'	7,400,000	'	'	'	5,900,000	'
Purchase price of units (in dollars per share)	'	'	$22.86	$22.86	'	'	'	'	'	'
Preferred units outstanding	'	225,766	'	'	'	'	'	'	'	'
Payments for Fees	'	'	'	'	'	'	'	'	'	$200,000

SERIES_A_PREFERRED_UNITS_Detai

SERIES A PREFERRED UNITS (Details) (USD $)

3 Months Ended

12 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Dec. 31, 2013

Mar. 31, 2014

Jun. 30, 2013

15-May-13

Apr. 12, 2013

Mar. 31, 2014

Jun. 30, 2013

Mar. 31, 2014

Jun. 30, 2013

Mar. 31, 2014

General Partner [Member]

Preferred units issued

Series A convertible preferred units

item

General Partner [Member]

Vested units

Preferred units issued

248,675

1,466,325

1,500,000

1,715,000

Purchase price of units (in dollars per share)

$22.86

Total capital infusion

$40,000,000

Proceeds from issuance of units

39,200,000

Capital contribution

3,115,000

800,000

Ownership interest held by general partners (as a percent)

2.00%

Valuation adjustment to maximum redemption value

33,000

Series A Preferred Unit in-kind distribution and fair value adjustment

($502,000)

($534,000)

($501,000)

Voting rights per preferred unit

Number of first full quarters for entitlement to distribution in-kind for preferred unit holders

Rate per outstanding unit per quarter for preferred units to be distributed as in-kind distributions (in dollars per unit)

0.4

Rate per year of the per unit purchase price for preferred units to be distributed as in-kind distributions (as a percent)

7.00%

Number of common units to be issued on conversion of one preferred unit

Rate per unit per quarter used for determination of cash distributions (in dollars per unit)

0.4

Number of succeeding quarters relating to estimated quarterly distributions used for determination of conversion of preferred units

Trailing period considered for the conversion of units

'30 days

Percentage of the daily volume-weighted average trading price of the common units that the Unit Purchase Price must exceed in order for the units to be convertible

130.00%

Number of common units from which the average daily trading volume of common units must exceed for trailing period in order for the units to be convertible

40,000

Exchange ratio of conversion of preferred units into common units on satisfaction of specified condition

110.00%

PARTNERS_CAPITAL_Details

PARTNERS' CAPITAL (Details) (USD $)

3 Months Ended

12 Months Ended

3 Months Ended

1 Months Ended

3 Months Ended

1 Months Ended

In Thousands, except Share data, unless otherwise specified

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

7-May-14

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Feb. 28, 2014

Mar. 31, 2014

Jun. 30, 2013

Dec. 31, 2013

15-May-13

Apr. 12, 2013

Feb. 28, 2014

Limited Partner, units authorized

Subordinated Units [Member]

General Partner [Member]

Common Stock [Member]

Partners' Capital Account, Units, Authorized for Public Offering

9,200,000

Entity Common Stock, Shares Outstanding

21,465,046

Limited Partner, units issued

21,454,119

12,253,985

12,213,713

Limited Partner, units authorized

23,163,713

13,963,713

12,213,713

General Partner, units outstanding

723,852

534,638

Capital contribution

$3,115

$800

Issue of additional general partner unit

5,075

29,925

Ownership interest held by general partners (as a percent)

2.00%

Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest

2.00%

Limited Partner, units outstanding

21,454,119

12,253,985

12,213,713

INCENTIVE_COMPENSATION_Details

INCENTIVE COMPENSATION (Details) (USD $)	3 Months Ended						3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014	Mar. 31, 2013
			Vested units	Incentive Plan	Incentive Plan	Incentive Plan	Matching contributions expensed for employee savings plan	Matching contributions expensed for employee savings plan
						Vested units
Unit based compensation	'	'	'	'	'	'	'	'
Matching contributions expensed for employee savings plan	'	'	'	'	'	'	$356,000	$149,000
Employer matching contribution, percent of employee's contribution	'	'	'	'	'	'	100.00%	'
Vesting period	'	'	'	'3 years	'	'	'	'
Units	'	'	'	'	'	'	'	'
Unvested - December 31, 2013	'	'	'	'	'	182,673	'	'
Granted units	'	'	'	2,000	'	'	'	'
Units recaptured for tax withholdings	'	'	-134	'	'	'	'	'
Unvested at the end of the period (in shares)	'	'	'	184,473	'	182,673	'	'
Weighted-average grant date fair value	'	'	'	'	'	'	'	'
Unvested - December 31, 2013	'	'	'	'	'	$22.55	'	'
Granted units	'	'	'	$18.04	'	'	'	'
Vested units	'	'	$24.41	'	'	'	'	'
Unvested - March 31, 2014	'	'	'	$22.51	'	$22.55	'	'
Fair value	'	'	'	36,000	15,000	'	'	'
Share-based compensation cost not yet recognized	'	'	'	3,200,000	2,900,000	'	'	'
Period of amortization of compensation expense	'	'	'	'3 years	'	'	'	'
Units available for issuance (in shares)	'	'	'	1,525,121	1,609,900	'	'	'
Unit-based compensation	529,000	408,000	'	'	'	'	'	'
Units recaptured for tax withholdings	'	'	'	-66	'	'	'	'
Units recaptured for tax withholdings	'	'	'	$24.41	'	'	'	'
Employer matching contribution, percent of employees' gross pay	'	'	'	'	'	'	6.00%	'
Maximum annual contributions by employer, amount (per employee)	'	'	'	'	'	'	$17,500	'

REVENUES_Details

REVENUES (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Revenues [Abstract]	'	'
Sales of natural gas	$145,358	$98,309
Sales of NGLs and condensate	51,874	32,419
Transportation, gathering and processing fees	16,115	13,345
Other	244	177
Total revenues	$213,591	$144,250

CONCENTRATION_OF_CREDIT_RISK_A2

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Details) (Customer concentration, Consolidated revenue)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
	customer	customer
Trafigura AG	'	'
Consolidated revenue concentration	'	'
Concentration risk percentage	12.20%	'
Formosa Hydrocarbons Co., Inc.	'	'
Consolidated revenue concentration	'	'
Concentration risk percentage	'	12.00%
Top ten customers	'	'
Consolidated revenue concentration	'	'
Number of top customers	10	10
Concentration risk percentage	64.60%	60.30%
Sherwin Alumina Company	'	'
Consolidated revenue concentration	'	'
Concentration risk percentage	'	11.70%

SUBSEQUENT_EVENTS_Details

SUBSEQUENT EVENTS (Details) (USD $)	3 Months Ended	1 Months Ended	3 Months Ended		0 Months Ended
	Mar. 31, 2014	Feb. 28, 2014	Mar. 31, 2014	Jun. 30, 2013	Apr. 24, 2014	Apr. 24, 2014	Apr. 24, 2014
		General Partner interest [Member]	General Partner interest [Member]	General Partner interest [Member]	Subsequent Event [Member]	Subsequent Event [Member]	Subsequent Event [Member]
					General Partner interest [Member]	Cash	In Kind Distribution [Member]
Subsequent events	'	'	'	'	'	'	'
Distribution per common and subordinated unit (in dollars per unit)	'	'	'	'	'	$0.40	'
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest	'	2.00%	'	'	2.00%	'	'
Series A Preferred Unit and general partner unit distribution (in dollars per unit)	'	'	'	'	'	'	$0.40
Ownership interest held by general partners (as a percent)	2.00%	'	2.00%	2.00%	2.00%	'	'

SUPPLEMENTAL_INFORMATION_Detai

SUPPLEMENTAL INFORMATION (Details) (USD $)	0 Months Ended		3 Months Ended
	Mar. 08, 2014	Mar. 06, 2014	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
	Mar. 08, 2014	plant	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Operating Leased Assets [Line Items]	'	'	'	'	'
Cash paid for interest, net of amounts capitalized	'	'	$2,776,000	$2,478,000	'
Cash paid for taxes, net of refunds received	'	'	23,000	'	'
Accounts payable related to capital expenditures	'	'	1,628,000	22,996,000	'
Change in value recognized in other comprehensive income	'	'	11,000	69,000	'
Capital lease obligation	'	'	307,000	0	'
Accrued distribution equivalent rights (DERs) on the LTIP units	'	'	76,000	21,000	'
Interest Costs Incurred [Abstract]	'	'	'	'	'
Total interest costs	'	'	3,072,000	2,649,000	'
Capitalized interest included in property, plant and equipment, net	'	'	-99,000	-602,000	'
Interest expense	'	'	2,973,000	2,047,000	'
Deferred Financing Costs [Roll Forward]	'	'	'	'	'
Deferred financing costs, January 1	'	'	5,056,000	'	5,237,000
Capitalization of deferred financing costs	'	'	156,000	'	'
Amortization of deferred financing costs	'	'	-337,000	-267,000	'
Deferred financing costs, March 31	'	'	5,056,000	'	5,237,000
Number of power plants	'	2	2	'	'
Contractual agreement, term	'10 years	'10 years	'	'	'
Contingent fees	'	'	200,000	'	'
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	'	'	100,000	'	'
Natural Gas Pipeline Contracts [Member]	'	'	'	'	'
Deferred Financing Costs [Roll Forward]	'	'	'	'	'
Operating leases, future minimum payments due, remainder of current year	'	'	3,700,000	'	'
Operating leases, future minimum payments due in second year	'	'	5,600,000	'	'
Operating leases, future minimum payments due in third year	'	'	5,600,000	'	'
Operating leases, future minimum payments due in fourth year	'	'	5,600,000	'	'
Operating leases, future minimum payments due in fifth year	'	'	2,200,000	'	'
Operating leases, future minimum payments due in sixth year	'	'	2,200,000	'	'
Operating leases, future minimum payments due after sixth year	'	'	$15,300,000	'	'