Southcross Energy Partners 10-Q 9 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Jun. 30, 2017shares
Entity Registrant Name	Southcross Energy Partners, L.P.
Entity Central Index Key	1,547,638
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Common Units [Member]
Entity Common Stock, Shares Outstanding	48,538,451
Class B Convertible Units [Member]
Entity Common Stock, Shares Outstanding	17,709,865
Subordinated Units [Member]
Entity Common Stock, Shares Outstanding	12,213,713

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 17,221	$ 21,226
Trade accounts receivable	34,586	51,894
Due from Affiliate, Current	26,344	7,976
Prepaid expenses	1,911	2,751
Other current assets	2,091	4,343
Total current assets	82,153	88,190
Property, plant and equipment, net	943,651	971,286
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	117,678	124,096
Other assets	2,428	2,504
Total assets	1,145,910	1,186,076
Current liabilities:
Accounts payable and accrued liabilities	48,865	50,639
Due to Affiliate, Current	249	524
Other Long-term Debt, Current	4,256	4,500
Other current liabilities	11,428	10,976
Total current liabilities	64,798	66,639
Long-term Debt, Excluding Current Maturities	532,655	543,872
Other non-current liabilities	13,522	11,936
Total liabilities	610,975	622,447
Partners' capital:
Total partners' capital	534,935	563,629
Liabilities, preferred units, and partners' capital:
Total liabilities, preferred units and partners' capital	1,145,910	1,186,076
Limited Partner, units authorized
Partners' capital:
Total partners' capital	237,504	255,124
Class B Convertible Units [Member]
Partners' capital:
Total partners' capital	273,142	278,508
Subordinated Units [Member]
Partners' capital:
Total partners' capital	14,163	19,240
General Partner interest [Member]
Partners' capital:
General Partner interest	10,126	10,757
Total partners' capital	$ 10,126	$ 10,757

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Jun. 30, 2016	Dec. 31, 2015
Limited Partner, units authorized
Partners' capital:
Limited Partner, units authorized	49,672,885	29,544,524
Limited Partner, units issued	48,538,451	48,502,090
Limited Partner, units outstanding	21,982,325	15,005,588
Subordinated Units [Member]
Partners' capital:
Limited Partner, units authorized	12,213,713
Limited Partner, units issued		12,213,713
Limited Partner, units outstanding	12,213,713	12,213,713
Preferred units issued
Temporary Equity, Shares Outstanding	0	1,769,915

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues	$ 127,970	$ 100,141	$ 242,357	$ 195,596
Revenue from Related Parties	40,308	24,561	81,079	48,832
Total revenues (Note 10)	168,278	124,702	323,436	244,428
Expenses:
Cost of natural gas and liquids sold	132,948	85,619	251,639	165,066
Operations and maintenance	15,195	19,615	29,501	36,393
Depreciation and amortization	18,302	18,908	36,152	37,449
General and administrative	4,863	8,162	13,059	16,048
Asset Impairment Charges	0	0	649	0
Gain on sale of assets	(129)	(12,576)	(191)	(12,576)
Total expenses	171,179	119,728	330,809	242,380
Income (loss) from operations	(2,901)	4,974	(7,373)	2,048
Income (Loss) from Equity Method Investments	(3,331)	(3,534)	(6,647)	(6,963)
Interest expense	(9,636)	(8,833)	(18,739)	(18,003)
Other Cost and Expense, Operating	(12,967)	(12,367)	(23,878)	(24,966)
Loss before income tax benefit (expense)	(15,868)	(7,393)	(31,251)	(22,918)
Income tax benefit (expense)	(2)	(3)	(2)	3
Net loss	(15,870)	(7,396)	(31,253)	(22,915)
General partner unit in-kind distribution				26
Net loss attributable to partners	(15,892)	(7,422)	(31,283)	(22,941)
Earnings per unit and distributions declared
Net loss allocated to limited partner, basic and diluted			(31,253)	(22,915)
Gain on insurance proceeds	0	0	1,500	0
General Partner [Member]
Expenses:
Net loss	(329)	(156)	(654)
General partner unit in-kind distribution	22	26	30	26
Earnings per unit and distributions declared
Net loss allocated to limited partner, basic and diluted				(459)
Common Limited Partners [Member]
Earnings per unit and distributions declared
Net loss allocated to limited partner, basic and diluted	$ (9,648)	$ (3,953)	$ (19,020)	$ (11,782)
Weighted average number of limited partner units outstanding, basic and diluted	48,538	33,921	48,530	31,183
Basic and diluted loss per unit (in dollars per unit)	$ (0.20)	$ (0.12)	$ (0.39)	$ (0.38)
Subordinated Limited Partners [Member]
Earnings per unit and distributions declared
Net loss allocated to limited partner, basic and diluted	$ (2,426)	$ (1,423)	$ (4,786)	$ (4,613)
Weighted average number of limited partner units outstanding, basic and diluted	12,214	12,214	12,214	12,214
Basic and diluted loss per unit (in dollars per unit)	$ (0.20)	$ (0.12)	$ (0.39)	$ 0

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
Net loss	$ (15,870)	$ (7,396)	$ (31,253)	$ (22,915)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net loss	$ (31,253)	$ (22,915)
Depreciation and amortization	36,152	37,449
Unit-based compensation	414	1,706
Other Noncash Expense	1,830	1,904
Gain (Loss) on Sale of Assets and Asset Impairment Charges	(191)	(12,576)
Unrealized gain on financial instruments	(19)	(55)
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions	6,647	6,963
Proceeds from Equity Method Investment, Distribution	0	390
Asset Impairment Charges	649	0
Gain on insurance proceeds	(1,500)	0
Other Operating Activities, Cash Flow Statement	(348)	(184)
Changes in operating assets and liabilities:	638	44,409
Increase (Decrease) in Prepaid Expense and Other Assets	1,459	1,502
Increase (Decrease) in Deposits Outstanding	0	(3,837)
Increase (Decrease) in Other Noncurrent Assets	65	0
Increase (Decrease) in Accounts Payable and Accrued Liabilities	(684)	(27,808)
Increase (Decrease) in Other Operating Liabilities	(2,567)	3,000
Net Cash Provided by (Used in) Operating Activities	11,284	29,948
Net cash provided by operating activities
Capital expenditures	(12,936)	(12,479)
Proceeds from Contribution in Aid of Construction	6,644	45
Insurance proceeds from property damage claims, net of expenditures	(2,000)
Payments to Repair Property, Plant and Equipment, Less Insurance Proceeds		(125)
Net proceeds from sales of assets	2,794	20,402
Investment contributions to joint venture investments	(230)	(5,287)
Net cash provided by (used in) investing activities	(1,728)	2,806
Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract]
Proceeds from Lines of Credit	0	3,110
Repayments of Long-term Lines of Credit	(10,000)	(54,250)
Repayments of Long-term Debt	(3,225)	(2,250)
Borrowings under our credit facility	(247)	(204)
Financing costs	(44)	(86)
Payments Related to Tax Withholding for Share-based Compensation	(45)	(57)
Borrowing of senior unsecured paid in-kind notes	0	14,000
Repayments of Notes Payable	0	14,260
Related Party Transaction Reimbursement Expenses from Transactions with Related Party	0	2,637
Proceeds from (Payments for) Other Financing Activities	0	11,884
Proceeds from (Repayments of) Debt	0	233
Net Cash Provided by (Used in) Financing Activities	(13,561)	(39,243)
Net decrease in cash and cash equivalents	(4,005)	(6,489)
Cash and cash equivalents — Beginning of period	21,226	11,348
Cash and cash equivalents — End of period	$ 17,221	$ 4,859

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - USD ($) $ in Thousands	Total	Common	CommonClass B Convertible Units [Member]	Class B Convertible Units [Member]	Class B Convertible Units [Member]Class B Convertible Units [Member]	Subordinated	SubordinatedClass B Convertible Units [Member]	SubordinatedSubordinated Units [Member]	General Partner [Member]	General Partner [Member]Class B Convertible Units [Member]	Common Units [Member]Common
Increase (Decrease) in Shareholders' Equity
Total partners' capital	$ 621,336	$ 271,236		$ 300,596		$ 37,920			$ 11,584
Net loss	(22,915)
Payments of Stock Issuance Costs				6,081					465
Net loss allocated to limited partner, basic and diluted	(22,915)	(11,782)		(6,081)		(4,613)		$ (4,607)	(459)		$ (11,768)
Series A convertible preferred unit in-kind distribution and fair value adjustment			$ 945	(1,293)	$ (1,293)		$ 314			$ 34
Class B Convertible unit in-kind distribution		15		7		4			(26)
Equity contribution from Holdings	12,661	12,416
Partners' Capital Account, Unit-based Compensation	1,706	1,706
Accrued Distribution on Long Term Incentive Plan	(11)	(11)
Payments Related to Tax Withholding for Share-based Compensation	(57)	(57)
Interest Receivable									233
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net				0		0			(245)
Total partners' capital	615,381	274,990		295,801		32,995			11,595
Total partners' capital	563,629	255,124		278,508		19,240			10,757
Net loss	(31,253)			(6,823)					(654)
Payments of Stock Issuance Costs									624
Net loss allocated to limited partner, basic and diluted	(31,253)	(19,020)		(6,823)		(4,786)		$ (4,786)			$ (19,020)
Series A convertible preferred unit in-kind distribution and fair value adjustment			$ 1,140		$ (1,464)		$ 287			$ 37
Class B Convertible unit in-kind distribution		19		7		4			(30)
Retention bonus funded by Holdings		2,190
Partners' Capital Account, Unit-based Compensation	414	414
Payments Related to Tax Withholding for Share-based Compensation	(45)	(45)
Total partners' capital	$ 534,935	$ 237,504		$ 273,142		$ 14,163			$ 10,126

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	ORGANIZATION AND DESCRIPTION OF BUSINESS Organization Southcross Energy Partners, L.P. (the "Partnership," "Southcross," "we," "our" or "us") is a Delaware limited partnership. Our common units are listed on the New York Stock Exchange under the symbol “SXE.” We are a master limited partnership, headquartered in Dallas, Texas, 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 two gas processing plants, one fractionation facility and gathering and transportation pipelines. Southcross Holdings LP, a Delaware limited partnership (“Holdings”), indirectly owns 100% of Southcross Energy Partners GP, LLC, a Delaware limited liability company, our General Partner (“General Partner”) (and therefore controls us), all of our subordinated and Class B convertible units (“Class B Convertible Units”) and 54.6% of our common units. Our General Partner owns an approximate 2.0% interest in us and all of our incentive distribution rights. Following the emergence of Holdings from its Chapter 11 reorganization proceeding on April 13, 2016, EIG Global Energy Partners, LLC (“EIG”) and Tailwater Capital LLC (“Tailwater”) (collectively, the “Sponsors”) each indirectly own approximately one-third of Holdings, and a group of consolidated lenders under Holdings’ term loan (the “Lenders”) own the remaining one-third of Holdings. Liquidity Consideration Our future cash flow will be materially adversely affected if the prices for natural gas, NGLs and crude oil reduce drilling for oil or natural gas in our primary operating area, the Eagle Ford Shale. The majority of our revenue is derived from fixed-fee and fixed-spread contracts, which have limited direct exposure to commodity price levels since we are paid based on the volumes of natural gas that we gather, process, treat, compress and transport and the volumes of NGLs we fractionate and transport, rather than being paid based on the value of the underlying natural gas or NGLs. In addition, a portion of our contract portfolio contains minimum volume commitment arrangements. The majority of our volumes are dependent upon the level of producer drilling activity. As a result of the energy price environment and reduction in drilling activity we have experienced, we implemented cost-saving initiatives in 2016 and remain focused on these efforts to improve future liquidity. On December 29, 2016, we entered into the fifth amendment (the “Fifth Amendment”) to the Third Amended and Restated Revolving Credit Agreement with Wells Fargo, N.A., UBS Securities LLC, Barclays Bank PLC and a syndicate of lenders (the "Third A&R Revolving Credit Agreement"), pursuant to which we received a full waiver for all defaults or events of default arising out of our failure to comply with the financial covenant to maintain a Consolidated Total Leverage Ratio (as defined in the Fifth Amendment) less than 5.00 to 1.00 for the quarter ended September 30, 2016. Additionally, pursuant to the Fifth Amendment, (i) the total aggregate commitments under the Third A&R Revolving Credit Agreement were reduced from $200 million to $145 million and the sublimit for letters of credit also was reduced from $75 million to $50 million (total aggregate commitments will be periodically further reduced through December 31, 2018); (ii) the Consolidated Total Leverage Ratio and Consolidated Senior Secured Leverage Ratio (each as defined in the Fifth Amendment) financial covenants were suspended until the quarter ending March 31, 2019; and (iii) the Consolidated Interest Coverage Ratio (as defined in the Fifth Amendment) financial covenant requirement was reduced from 2.50 to 1.00 to 1.50 to 1.00 for all periods ending on or prior to December 31, 2018 (the “Ratio Compliance Date”). Prior to the Ratio Compliance Date, we will be required to maintain minimum levels of Consolidated EBITDA (as defined in the Fifth Amendment) on a quarterly basis and be subject to certain covenants and restrictions related to liquidity and capital expenditures. See Note 5. In connection with the execution of the Fifth Amendment, on December 29, 2016, the Partnership entered into (i) an Investment Agreement (the "Investment Agreement") with Holdings and Wells Fargo Bank, N.A., (ii) a Backstop Agreement (the "Backstop Agreement") with Holdings, Wells Fargo Bank, N.A. and the Sponsors and (iii) a First Amendment to the equity cure contribution agreement (the "Equity Cure Contribution Amendment") with Holdings. Pursuant to the Equity Cure Contribution Amendment, on December 29, 2016, Holdings contributed $17.0 million to us in exchange for 11,486,486 common units. The proceeds of the $17.0 million contribution were used to pay down the outstanding balance under the Third A&R Revolving Credit Agreement and for general corporate purposes. In addition, pursuant to entering into the Investment Agreement, the previous equity cure contribution agreement with Holdings was terminated and Holdings has agreed to contribute $15.0 million to us (the “Committed Amount”) upon the earlier to occur of December 31, 2017 or notification from the Partnership of an event of default under the Third A&R Revolving Credit Agreement. In exchange for the amounts contributed pursuant to the Investment Agreement upon a Partial Investment Trigger or the Full Investment Trigger (each defined in the Investment Agreement), we will issue to Holdings, at Holdings’ election, either (i) a number of common units at an issue price equal to either (a) if the common units are listed on a national stock exchange, 93% of the volume weighted average price of such common units for the 20-day period immediately preceding the date of the contribution or (b) if the common units are not listed on a national stock exchange, the fair market value of such common units as reasonably agreed by us and Holdings or (ii) a senior unsecured note of the Partnership in an initial face amount equal to the amount of the contribution by Holdings (an “Investment Note”). If Holdings elects to receive an Investment Note in exchange for a contribution pursuant to the Investment Agreement, such Investment Note will mature on or after November 5, 2019 and bear interest at a rate of 12.5% per annum payable in-kind prior to December 31, 2018 and in cash on or after December 31, 2018. The Investment Note, if any, will be our unsecured obligation subordinate in right of payment to any of our secured obligations under the Third A&R Revolving Credit Agreement and will contain covenants and events of default no more restrictive than those currently provided in the Third A&R Revolving Credit Agreement. Pursuant to the Backstop Agreement, if Holdings is unable to satisfy its obligations under the Investment Agreement with cash on hand upon the occurrence of a Partial Investment Trigger or a Full Investment Trigger, the Sponsors have agreed to fund Holdings’ shortfall in providing the Committed Amount by contributing each Sponsor’s respective pro-rata portion of the shortfall to Holdings or, at the election of each Sponsor, directly to us. As consideration for any amounts contributed directly to us by a Sponsor pursuant to the Backstop Agreement, we will issue to such Sponsor the common units or Investment Note that would have otherwise been issued to Holdings under the Investment Agreement with respect to the amount contributed by the Sponsor. Based upon the Partnership’s financial forecast, the Fifth Amendment, as well as the Committed Amount, we believe management's executed plans provide the Partnership with sufficient liquidity to fund future operations through at least twelve months from the date that these financial statements were issued.

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation We prepared this report under the rules and regulations of the Securities and Exchange Commission (the “SEC”) 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 in conjunction with our 2016 Annual Report on Form 10-K (“ 2016 Annual Report on Form 10-K”). The condensed consolidated financial statements as of June 30, 2017 and December 31, 2016 , and for the three and six months ended June 30, 2017 and 2016 , are unaudited and have been prepared on the same basis as the audited financial statements included in our 2016 Annual Report on Form 10-K. Adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations and financial position have been included herein. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying condensed consolidated financial statements. 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the applicable 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 2016 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. See Note 13. The condensed consolidated statement of cash flows for the six months ended June 30, 2016, has been reclassified for consistency with the current period presentation for aid in construction payment receipts. In the second quarter of 2017, we reclassified payments for aid in construction projects to a separate line item for the six months ended June 30, 2017 and 2016. Previously, such payments were included in the capital expenditures line item. Aid in construction projects refer to certain capital projects in which third parties are obligated to reimburse us for all or a portion of the project expenditures. Segments Our chief operating decision-maker is the Chief Executive Officer who reviews financial information presented on a consolidated basis in order to assess our performance and make decisions about resource allocations. 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. Significant Accounting Policies During the second quarter of 2017 , there were no material changes to our significant accounting policies described in Note 1 of our 2016 Annual Report on Form 10-K. Recent Accounting Pronouncements Accounting standard-setting organizations frequently issue new or revised accounting pronouncements. We review and evaluate new pronouncements and existing pronouncements to determine their impact, if any, on our condensed consolidated financial statements. We are evaluating the impact of each pronouncement on our condensed consolidated financial statements. In 2014, the Financial Accounting Standards Board (“FASB”) issued a comprehensive new revenue recognition standard that will supersede substantially all existing revenue recognition guidance under GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers and in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In April 2016, the FASB issued an accounting pronouncement that updates the identifying performance obligations and licensing implementation guidance. We are currently evaluating our contract mix, developing our implementation plan, and assessing the impact to our existing accounting policies and controls that may be impacted by the standard. We will adopt this Accounting Standards Update as required on January 1, 2018, using the modified retrospective method of adoption.

NET (LOSS) INCOME PER LIMITED P

NET (LOSS) INCOME PER LIMITED PARTNER UNIT AND DISTRIBUTIONS	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
NET LOSS PER LIMITED PARTNER UNIT AND DISTRIBUTIONS	NET LOSS PER LIMITED PARTNER UNIT AND DISTRIBUTIONS Net Loss Per Limited Partner Unit The following is a reconciliation of net loss attributable to limited partners and the limited partner units used in the basic and diluted earnings per unit calculations for the three and six months ended June 30, 2017 and 2016 (in thousands, except unit and per unit data): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net loss $ (15,870 ) $ (7,396 ) $ (31,253 ) $ (22,915 ) General partner unit in-kind distribution (22 ) (26 ) (30 ) (26 ) Net loss attributable to partners $ (15,892 ) $ (7,422 ) $ (31,283 ) $ (22,941 ) General partner's interest (1) $ (329 ) $ (156 ) $ (654 ) $ (465 ) Class B Convertible limited partner interest (1) (3,489 ) (1,890 ) (6,823 ) (6,081 ) Limited partners' interest (1) Common $ (9,648 ) $ (3,953 ) $ (19,020 ) $ (11,782 ) Subordinated (2,426 ) (1,423 ) (4,786 ) (4,613 ) (1) General Partner's and limited partners’ interests are calculated based on the allocation of net losses for the period, net of the General Partner unit in-kind distributions. The Class B Convertible Unit interest is calculated based on the allocation of only net losses for the period. Three Months Ended June 30, Six Months Ended June 30, Common Units 2017 2016 2017 2016 Interest in net loss $ (9,648 ) $ (3,953 ) $ (19,020 ) $ (11,782 ) Effect of dilutive units - numerator (1) — — — — Dilutive interest in net loss $ (9,648 ) $ (3,953 ) $ (19,020 ) $ (11,782 ) Weighted-average units - basic 48,538,451 33,920,732 48,530,028 31,183,306 Effect of dilutive units - denominator (1) — — — — Weighted-average units - dilutive 48,538,451 33,920,732 48,530,028 31,183,306 Basic and diluted net loss per common unit $ (0.20 ) $ (0.12 ) $ (0.39 ) $ (0.38 ) Three Months Ended June 30, Six Months Ended June 30, Subordinated Units 2017 2016 2017 2016 Interest in net loss $ (2,426 ) $ (1,423 ) $ (4,786 ) $ (4,613 ) Effect of dilutive units - numerator (1) — — — — Dilutive interest in net loss $ (2,426 ) $ (1,423 ) $ (4,786 ) $ (4,613 ) Weighted-average units - basic 12,213,713 12,213,713 12,213,713 12,213,713 Effect of dilutive units - denominator (1) — — — — Weighted-average units - dilutive 12,213,713 12,213,713 12,213,713 12,213,713 Basic and diluted net loss per subordinated unit $ (0.20 ) $ (0.12 ) $ (0.39 ) $ (0.38 ) (1) Because we had a net loss for all periods for common units and the subordinated units, 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 for those periods. The weighted average units that were not included in the computation of diluted per unit amounts were 398,673 and 159,509 unvested awards granted under the LTIP for the three and six months ended June 30, 2017, respectively. The weighted average units that were not included in the computation of diluted per unit amounts were 55,202 and 7,074 for the three and six months ended June 30, 2016, respectively. Our calculation of the number of weighted-average units outstanding includes the common units that have been awarded to our directors that are deferred under our Non-Employee Director Deferred Compensation Plan. Cash Distributions Our agreement of limited partnership (as amended and restated, the “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. There is no guarantee that we will pay the minimum quarterly distribution on our units in any quarter. Beginning with the third quarter of 2014, until such time that we have a distributable cash flow divided by cash distributions ratio (“Distributable Cash Flow Ratio”) of at least 1.0 , Holdings, the indirect holder of all of our subordinated units, waived the right to receive distributions on any subordinated units that would cause the Distributable Cash Flow Ratio to be less than 1.0 . In addition, the First Amendment (as defined in Note 5) imposed additional restrictions on our ability to declare and pay quarterly cash distributions with respect to our subordinated units. Additionally, we are restricted under the Fifth Amendment from paying a distribution with respect to our common units until our Consolidated Total Leverage Ratio is below 5.0 . See Note 5. The board of directors of our General Partner suspended paying a quarterly distribution with respect to the fourth quarter of 2015, every quarter of 2016 and the first two quarters of 2017 to reserve any excess cash for the operation of our business. The board of directors of our General Partner and our management believe this suspension to be in the best interest of our unitholders and will continue to evaluate our ability to reinstate the distribution in future periods. Paid In-Kind Distributions Class B Convertible Units. As of June 30, 2017 , the Class B Convertible Units consisted of 17,709,865 of such units including the additional Class B Convertible Units issued in-kind as a distribution (“Class B PIK Units”). The Class B Convertible Units are not participating securities for purposes of the earnings per unit calculation. Commencing with the quarter ended September 30, 2014 and until converted, as long as certain requirements are met, the holders of the Class B Convertible Units will receive quarterly distributions in an amount equal to $0.3257 per unit. These distributions will be paid quarterly in Class B PIK Units within 45 days after the end of each quarter. Our General Partner was entitled, and has exercised its right, to retain its 2.0% general partner interest in us in connection with the original issuance of the Class B Convertible Units. In connection with future distributions of Class B PIK Units, the General Partner is entitled to a corresponding distribution to maintain its 2.0% general partner interest in us. The Class B Convertible Units have the same rights, preferences and privileges, and are subject to the same duties and obligations, as our common units, with certain exceptions. See Note 7. The following table presents the Class B PIK Units distributions issued on the Class B Convertible Units during 2017 (in thousands, except per unit and in-kind distribution units): Payment Date Attributable to the Quarter Ended Per Unit Distribution In-Kind Class B Convertible Unit In-Kind Class B Convertible Distributions (1) In-Kind Unit to General Partner In-Kind General Partner Distribution Value (1) 2017 August 11, 2017 June 30, 2017 $ 0.3257 309,946 $ 983 6,325 $ 20 May 11, 2017 March 31, 2017 $ 0.3257 304,615 $ 1,060 6,216 $ 22 2016 February 14, 2017 December 31, 2016 $ 0.3257 299,375 $ 404 6,109 $ 8 (1) 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

FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 2017
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. • 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, over-the-counter swap contracts based upon natural gas price indices and interest rate derivative transactions. • 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. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable represent fair values based on the short-term nature of these instruments. The fair value of our Credit Facility (defined in Note 5) approximates its carrying amount due primarily to the variable nature of the interest rate of the instrument and is considered a Level 2 fair value measurement. As of June 30, 2017, the fair value of our term loan was $382.4 million , based on recent trading levels and is considered a Level 2 fair value instrument. Derivative Financial Instruments Interest Rate Derivative Transactions We enter into interest rate cap contracts to limit our London Interbank Offered Rate (“LIBOR”) based interest rate risk on the portion of debt hedged at the contracted cap rate. Our interest rate cap position was as follows (in thousands): Estimated Fair Value Notional Amount Cap Rate Effective Date Maturity Date June 30, 2017 $ 80,000 3.000 % June 30, 2015 June 30, 2017 — 50,000 3.000 % December 31, 2015 December 31, 2017 — 50,000 3.000 % June 30, 2016 June 30, 2018 — 40,000 3.000 % December 31, 2016 January 1, 2018 — 40,000 3.000 % December 31, 2016 July 1, 2018 — 40,000 3.000 % December 31, 2016 January 1, 2019 1 60,000 3.000 % June 30, 2017 June 30, 2019 7 $ 8 In June 2017, we entered into a new interest rate cap contract for $60.0 million notional value, effective June 30, 2017, with a maturity date of June 30, 2019. The contract effectively caps our LIBOR-based interest rate on the $60.0 million of debt at 3.0%. These interest rate derivatives are not designated as cash flow hedging instruments for accounting purposes and as a result, changes in the fair value are recognized in interest expense immediately. The fair value of our interest rate derivative transactions is determined based on a discounted cash flow method using contractual terms of the transactions. The floating coupon rate is based on observable rates consistent with the frequency of the interest cash flows. We have elected to present our interest rate derivatives net in the balance sheets. There was no effect of offsetting in the balance sheets as of June 30, 2017 or December 31, 2016 . The fair values of our interest rate derivative transactions were as follows (in thousands): Significant Other Observable Inputs (Level 2) Fair Value Measurement as of June 30, 2017 December 31, 2016 Current interest rate derivative assets $ 4 $ 2 Non-current interest rate derivative assets 4 2 Current interest rate derivative (liabilities) — (15 ) Total interest rate derivatives $ 8 $ (11 ) The realized and unrealized amounts recognized in interest expense associated with derivatives were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Unrealized gain on interest rate derivatives $ (2 ) $ (85 ) $ (4 ) $ (55 ) Realized loss (gain) on interest rate derivatives — 99 (15 ) 198

LONG-LIVED ASSETS

LONG-LIVED ASSETS	6 Months Ended
	Jun. 30, 2017
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 Useful Life (yrs) June 30, 2017 December 31, 2016 Pipelines 15-30 $ 561,858 $ 552,540 Gas processing, treating and other plants 15 511,792 509,840 Compressors 5-15 76,820 72,054 Rights of way and easements 15 49,897 49,998 Furniture, fixtures and equipment 5 9,678 9,269 Capital lease vehicles 3-5 2,124 1,713 Total property, plant and equipment 1,212,169 1,195,414 Accumulated depreciation and amortization (298,891 ) (262,709 ) Total 913,278 932,705 Construction in progress 8,867 16,150 Land and other 21,506 22,431 Property, plant and equipment, net $ 943,651 $ 971,286 Depreciation is provided using the straight-line method based on the estimated useful life of each asset. As part of Partnership-wide cost-saving initiatives, in December 2016 we shut down our Conroe processing plant (“Conroe”) and converted our Gregory cryogenic processing plant (“Gregory”) into a compressor station. The gas previously processed at Gregory has been re-rerouted to our Woodsboro processing facility beginning in the fourth quarter of 2016. During the second quarter of 2017, we sold $1.6 million of the assets associated with Conroe and Gregory. We anticipate selling the remaining Conroe and Gregory assets by the end of 2017. In an effort to further our cost-saving initiatives, management elected to idle the Bonnie View fractionation facility (“Bonnie View”) in the second quarter of 2017. As a result, all of our Y-grade product will be sold to Holdings in accordance with our affiliate Y-grade sales agreement and will be fractionated at the Holdings’ Robstown fractionation facility (“Robstown”). We plan to utilize Bonnie View as a backup option to the extent Robstown is unable to fractionate our Y-grade product and, therefore, we plan to spend an immaterial amount of capital during the remainder of 2017 to ensure Bonnie View remains available in the future. Our election to idle Bonnie View is not expected to have a material impact on our future earnings and cash flows. In January 2015, we shut down Gregory for four weeks due to a fire at the facility. In December 2016, we reached a settlement related to the Gregory fire with our insurance carriers. We received a payment of $2.0 million from our insurance carriers in the first quarter of 2017 and recorded a $1.5 million gain related to insurance proceeds received in excess of expenditures incurred to repair Gregory. As stipulated in the Term Loan Agreement (defined in Note 5), we used $1.0 million ( $2.0 million of proceeds, net of the 2015 insurance deductible of $0.5 million and additional expenditures to repair Gregory of $0.5 million ) of the proceeds to make a mandatory prepayment on our term loan. Intangible Assets Intangible assets of $1.4 million as of June 30, 2017 and December 31, 2016 , respectively, represent the unamortized value assigned to long-term supply and gathering contracts. These intangible assets are amortized on a straight-line basis over the 30 -year expected useful lives of the contracts through 2041. Amortization expense over the next five years related to intangible assets is not significant.

LONG-TERM DEBT

LONG-TERM DEBT	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT Our outstanding debt and related information at June 30, 2017 and December 31, 2016 are as follows (in thousands): June 30, 2017 December 31, 2016 Revolving credit facility due 2019 $ 112,555 $ 122,555 Term loans (including original issue discount of $1.3 million and $1.5 million as of June 30, 2017 and December 31, 2016, respectively) due 2021 434,230 437,291 Total long-term debt (including current portion) 546,785 559,846 Current portion of long-term debt (4,256 ) (4,500 ) Deferred financing costs (9,874 ) (11,474 ) Total long-term debt $ 532,655 $ 543,872 Outstanding letters of credit $ 20,111 $ 19,378 Remaining unused borrowings $ 12,334 $ 3,067 Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Weighted average interest rate 6.12 % 5.24 % 5.96 % 5.23 % Average outstanding borrowings $ 549,456 $ 608,382 $ 551,554 $ 617,368 Maximum borrowings $ 549,644 $ 626,680 $ 561,305 $ 628,055 Senior Credit Facilities Our long-term debt arrangements consist of (i) the Third A&R Revolving Credit Agreement and (ii) a Term Loan Credit Agreement with Wilmington Trust, National Association, UBS Securities LLC and Barclays Bank PLC and a syndicate of lenders (the “Term Loan Agreement” and, together with the Third A&R Revolving Credit Agreement, the “Senior Credit Facilities”). Substantially all of our assets are pledged as collateral under the Senior Credit Facilities, with the security interest of the facilities ranking pari passu. Third A&R Revolving Credit Agreement The Third A&R Revolving Credit Agreement is a five -year $200 million revolving credit facility due August 4, 2019 (the “Credit Facility”). Borrowings under our Credit Facility bear interest at LIBOR plus an applicable margin or a base rate as defined in the Third A&R Revolving Credit Agreement. Pursuant to the Third A&R Revolving Credit Agreement, among other things: (a) the letters of credit sublimit was set at $75 million ; and (b) if we fail to comply with the Consolidated Total Leverage Ratio, Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio covenants (each as defined in the Third A&R Revolving Credit Agreement, and collectively the “Financial Covenants”) (each such failure, a “Financial Covenant Default”), we have the right (a limited number of times) to cure such Financial Covenant Default by having the Sponsors purchase equity interests in or make capital contributions to us resulting in, among other things, proceeds that, if added to Consolidated EBITDA (as defined in the Third A&R Revolving Credit Agreement) would result in us satisfying the Financial Covenants. Amendments to Third A&R Revolving Credit Agreement On May 7, 2015, we entered into the first amendment to our Third A&R Revolving Credit Agreement among the Partnership, as the borrower, the lenders and other parties thereto (the “First Amendment”). The First Amendment, among other things: (i) revised the maximum Consolidated Total Leverage Ratio set at 5.00 to 1.0 as of the last day of each fiscal quarter after September 30, 2016, without any step-ups in connection with acquisitions; (ii) increased the applicable margins used in connection with the loans and the commitment fee so that the applicable margin for Eurodollar Loans (as used in the Third A&R Revolving Credit Agreement) ranges from 2.00% to 4.50% , the applicable margin for base rate loans ranges from 1.00% to 3.50% and the applicable rate for commitment fees ranges from 0.375% to 0.500% ; and (iii) allowed us an unlimited number of quarterly equity cures related to our Financial Covenant Default through the fourth quarter of 2016, and no more than two in a twelve month period thereafter for the life of the agreement. Beginning on January 1, 2017, we are limited to no more than four equity cures, with no more than two in a twelve month period. On July 25, 2016, we determined Holdings’ cash contribution to us for the first quarter 2016 equity cure had not been timely transferred to us, as required under the Third A&R Revolving Credit Agreement, due to an administrative oversight, which resulted in a default. On July 26, 2016, Holdings fully funded the first quarter 2016 equity cure. On August 4, 2016, we entered into the limited waiver and second amendment to the Third A&R Revolving Credit Agreement whereby the lenders waived any default or right to exercise any remedy as a result of this technical event of default to fund timely the first quarter 2016 equity cure. On November 8, 2016, we entered into the third amendment to the Third A&R Revolving Credit Agreement (the “Third Amendment”) which stipulated, among other things, that (i) the equity cure funding deadline for the quarter ended September 30, 2016 (“Q3 2016 Equity Cure”) was extended from November 23, 2016 to December 16, 2016, and (ii) the total revolving credit exposure (generally defined as funded borrowings plus letters of credit issued and outstanding) was limited to $145.2 million until the Q3 2016 Equity Cure was funded. The Third Amendment stipulated, among other things, that any Excess Cash Balance (generally defined as unrestricted book cash on hand that exceeds $15 million ) as of the last business day of each week would be used to temporarily reduce funded borrowings under our Credit Facility. On December 9, 2016, we entered into the fourth amendment to the Third A&R Revolving Credit Agreement which stipulated, among other things, that (i) the deadline for funding the Q3 2016 Equity Cure was further extended and (ii) that any account into which we deposited funds, securities or commodities will be subject to a lien and control agreement for the benefit of the secured parties under the Third A&R Revolving Credit Agreement. On December 29, 2016, we entered into the Fifth Amendment which, among other things: (i) permitted a full waiver for all defaults or events of default arising out of our failure to comply with the financial covenant to maintain a Consolidated Total Leverage Ratio less than 5.00 to 1.00 for the quarter ended September 30, 2016; (ii) reduced the total aggregate commitments under the Third A&R Revolving Credit Agreement from $200 million to $145 million and reduced the sublimit for letters of credit from $75 million to $50 million . Total aggregate commitments will be further reduced to $140 million on September 30, 2017, $135 million on December 31, 2017, $125 million on March 31, 2018, $120 million on June 30, 2018 and $115 million on December 31, 2018 and will also be reduced in an amount equal to the net proceeds of any Permitted Note Indebtedness (as defined in the Fifth Amendment) we may incur in the future; (iii) modified the borrowings under the Third A&R Revolving Credit Agreement to bear interest at the LIBOR or a base rate plus an applicable margin that cumulatively increases pursuant to the Fifth Amendment by (a) 125 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 5.00 to 1.00 , plus (b) 100 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 6.00 to 1.00 , plus (c) 100 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 7.00 to 1.00 , plus (d) 100 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 8.00 to 1.00 . At our election, the 100 basis point increase to the applicable margin upon our Consolidated Total Leverage Ratio being greater than or equal to 8.00 to 1.00 may be replaced with a 150 basis point increase that is payable in kind; (iv) suspended the Consolidated Total Leverage Ratio and Consolidated Senior Secured Leverage Ratio financial covenants and reduced the Consolidated Interest Coverage Ratio financial covenant requirement from 2.50 to 1.00 to 1.50 to 1.00 for all periods ending on or prior to the Ratio Compliance Date; (v) requires us to generate Consolidated EBITDA in certain minimum amounts beginning with the quarter ending December 31, 2016 and rolling forward thereafter through the quarter ending December 31, 2018; (vi) requires us to maintain at least $3 million of Liquidity (as defined therein) as of the last business day of each calendar week; (vii) restricts our capital expenditures for growth and maintenance to not exceed certain amounts per fiscal year; and (viii) beginning with the fiscal quarter ending March 31, 2019, our Consolidated Total Leverage Ratio cannot exceed 5.00 to 1.00 and our Consolidated Senior Secured Leverage Ratio cannot exceed 3.50 to 1.00 . Until such time as our Consolidated Total Leverage Ratio is less than 5.00 to 1.00 , we will also be restricted from making cash distributions to our unitholders and from entering into acquisition or merger agreements with third-party businesses involving a purchase price greater than $10 million , unless such acquisition is funded entirely using the proceeds from the issuance of equity. In addition, until such time as our Consolidated Total Leverage Ratio is less than or equal to 5.00 to 1.00 , we will be required to repay any outstanding borrowings under the Credit Facility in an amount equal to 50% of our Excess Cash Flow (as defined in the Fifth Amendment). Term Loan Agreement The Term Loan Agreement is a $450 million senior secured term loan facility maturing on August 4, 2021. Borrowings under our Term Loan Agreement bear interest at LIBOR plus 4.25% or a base rate as defined in the respective credit agreement with a LIBOR floor of 1.00% . The facility will amortize in equal quarterly installments in an aggregate amount equal to 1% of the original principal amount, less any mandatory prepayments (as defined in the Term Loan Agreement), ( $1.064 million ), with the remainder due on the maturity date. 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 long-term debt in the balance sheets. Changes in deferred financing costs are as follows (in thousands): 2017 2016 Deferred financing costs, January 1 $ 11,474 $ 14,141 Capitalization of deferred financing costs 66 130 Amortization of deferred financing costs (1,666 ) (1,523 ) Deferred financing costs, June 30 $ 9,874 $ 12,748

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Matters 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. For example, during periods when we are expanding our operations through the development of new pipelines or the construction of new plants, we may become involved in disputes with landowners that are in close proximity to our activities. While we are involved currently in several such proceedings and disputes, our management believes that none of such proceedings or disputes 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. Formosa. On March 5, 2013, one of our subsidiaries, Southcross Marketing Company Ltd., filed suit in a District Court of Dallas County against Formosa Hydrocarbons Company, Inc. (“Formosa”). The lawsuit sought recoveries of losses that we believe our subsidiary experienced as a result of the failure of Formosa to perform certain 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 subsidiary 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. On December 5, 2016, we reached a final settlement with Formosa and the appeals have been dismissed. We were awarded $3.1 million , of which we received $1.6 million on December 30, 2016. We recorded a receivable of $1.6 million in our consolidated balance sheet as of December 31, 2016 for the remaining balance, which was received in January 2017. TPL. On April 5, 2017, TPL SouthTex Processing Company, LP (“TPL”), an indirect subsidiary of Targa Resources Corp. (“Targa”), filed a Demand for Arbitration with the American Arbitration Association, against FL Rich Gas Services, LP, an indirect subsidiary of the Partnership (“FL Rich”) related to the operation of T2 EF Cogeneration Holdings LLC (“T2 Cogen”). T2 Cogen, the owner of a cogeneration facility in South Texas, is operated by FL Rich pursuant to the terms of the Generation Plant Operating Agreement, dated March 4, 2013 (the “Operating Agreement”). TPL alleges that FL Rich (i) breached the Operating Agreement in its alleged failure to receive from the United States Environmental Protection Agency a Prevention of Significant Deterioration permit thereby harming Targa’s investment in T2 Cogen, (ii) breached its fiduciary duties with respect to funds or assets of T2 Cogen as operator of T2 Cogen under the terms of the Operating Agreement, and (iii) breached the Operating Agreement and the Limited Liability Company Agreement of T2 Cogen (the “LLC Agreement”) in installing a third turbine inside its Lone Star plant. TPL is seeking, among other things, (a) unspecified damages related to the alleged breaches under the Operating Agreement and the LLC Agreement, (b) the return of approximately $26 million in capital contributions to T2 Cogen received from TPL under the LLC Agreement and the Operating Agreement, and (c) the dissolution and liquidation of T2 Cogen and its assets, respectively. No arbitration hearing has yet been scheduled. We believe this matter is without merit and we intend to defend the arbitration vigorously. Because this matter is in an early stage, we are unable to predict its outcome and the possible loss or range of loss, if any, associated with its resolution or any potential effect the matter may have on our financial position. Depending on the outcome or resolution of this matter, it could have a material effect on our financial position. 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 vehicle leases that are classified as capital leases. The termination dates of the lease agreements vary from 2017 to 2019. We recorded amortization expense related to the capital leases of $0.1 million and $0.3 million for the three and six months ended June 30, 2017 , respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2016 , respectively. Capital leases entered into during the three and six months ended June 30, 2017 were $0.1 million and $0.5 million , respectively. Capital leases entered into during the three and six months ended June 30, 2016 were $0.2 million and $0.2 million , respectively. The capital lease obligation amounts included on the balance sheets were as follows (in thousands): June 30, 2017 December 31, 2016 Other current liabilities $ 458 $ 396 Other non-current liabilities 534 497 Total $ 992 $ 893 Operating Leases We maintain operating leases in the ordinary course of our business activities. These leases include those for office and other operating facilities and equipment. The termination dates of the lease agreements vary from 2017 to 2025. Expenses associated with operating leases, recorded in operations and maintenance expenses and general and administrative expenses in our statements of operations, were $1.4 million and $3.0 million for the three and six months ended June 30, 2017 , respectively, and $1.8 million and $2.7 million for the three and six months ended June 30, 2016 , respectively. A rental reimbursement included in our lease agreement associated with the office space we leased in June 2015 of $1.8 million , net of amortization, has been recorded as a deferred liability in our condensed consolidated balance sheets as of June 30, 2017. This amount will continue to be amortized against the lease payments over the length of the lease term.

TRANSACTIONS WITH RELATED PARTI

TRANSACTIONS WITH RELATED PARTIES	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
TRANSACTIONS WITH RELATED PARTIES	TRANSACTIONS WITH RELATED PARTIES Affiliated Directors The board of directors of our General Partner is comprised of two directors designated by EIG (one of which must be independent), two directors designated by Tailwater (one of which must be independent), two directors designated by the Lenders (one of which must be independent) and one director by majority. Our non-employee directors are reimbursed for certain expenses incurred for their services to us. The director services fees and expenses are included in general and administrative expenses in our statements of operations. We incurred fees and expenses related to the services from our affiliated directors as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Charlesbank Capital Partners, LLC(1) $ — $ 30 $ — $ 94 EIG 35 16 70 45 Tailwater 36 18 72 44 Total fees and expenses paid for director services to affiliated entities $ 71 $ 64 $ 142 $ 183 (1) Charlesbank Capital Partners, LLC indirectly owned approximately one-third of Holdings until April 13, 2016. 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. We incurred expenses related to these reimbursements as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Reimbursements included in general and administrative expenses $ 2,331 $ 3,538 $ 7,028 $ 7,034 Reimbursements included in operations and maintenance expenses 4,906 5,548 8,818 10,846 Total reimbursements to our General Partner and its affiliates $ 7,237 $ 9,086 $ 15,846 $ 17,880 Other Transactions with Affiliates We have a gas gathering and processing agreement (the “G&P Agreement”) and an NGL sales agreement (the “NGL Agreement”) with an affiliate of Holdings. Under the terms of these commercial agreements, we transport, process and sell rich natural gas for the affiliate of Holdings in return for agreed-upon fixed fees, and we can sell natural gas liquids that we own to Holdings at agreed-upon fixed prices. The NGL Agreement also permits us to utilize Holdings’ fractionation services at market-based rates. We had purchases of NGLs from Holdings of $0.2 million and $1.3 million for the three and six months ended June 30, 2017 , respectively. We have a series of commercial agreements with affiliates of Holdings including a gas gathering and treating agreement, a compression services agreement, a repair and maintenance agreement and an NGL transportation agreement. Under the terms of these commercial agreements, we gather, treat, transport, compress and redeliver natural gas for the affiliates of Holdings in return for agreed-upon fixed fees. In addition, under the NGL transportation agreement, we transport a minimum volume of NGLs per day at a fixed rate per gallon. The operational expense associated with such agreements was capped at $1.7 million per quarter through December 31, 2016. In the first and second quarter of 2016, we exceeded this cap by $1.0 million and $1.4 million , respectively. We recorded revenues from affiliates of $40.3 million and $81.1 million for the three and six months ended June 30, 2017 , respectively, and $24.6 million and $48.8 million for the three and six months ended June 30, 2016 , respectively, in accordance with the G&P Agreement, the NGL Agreement and the series of commercial agreements. We had accounts receivable due from affiliates of $26.3 million and $8.0 million as of June 30, 2017 and December 31, 2016 , respectively, and accounts payable due to affiliates of $0.2 million and $0.5 million as of June 30, 2017 and December 31, 2016 , respectively. The affiliate receivable and payable balances are related primarily to transactions associated with Holdings, noted above, and our joint venture investments (defined in Note 11). The receivable balance due from Holdings is current as of June 30, 2017 . In connection with the execution of the Fifth Amendment, on December 29, 2016, the Partnership entered into (i) the Investment Agreement with Holdings and Wells Fargo Bank, N.A., (ii) the Backstop Agreement with Holdings, Wells Fargo Bank, N.A. and the Sponsors and (iii) the Equity Cure Contribution Amendment with Holdings. See Notes 1 and 5 for additional details.

PARTNERS' CAPITAL

PARTNERS' CAPITAL	6 Months Ended
	Jun. 30, 2017
Partners' Capital Notes [Abstract]
PARTNERS' CAPITAL	PARTNERS’ CAPITAL Ownership Our units outstanding as of June 30, 2017 are as follows (in units): Partners’ Capital Owned by Parent Public Holdings Class B General Common Common Convertible Subordinated Partner Units outstanding as of December 31, 2016 22,010,016 26,492,074 17,105,875 12,213,713 1,588,198 Vesting of LTIP units, net 36,361 — — — — In-kind distributions and issuances to general partner to maintain 2.0% ownership — — 603,990 — 13,067 Units outstanding as of June 30, 2017 22,046,377 26,492,074 17,709,865 12,213,713 1,601,265 Common Units Our common units represent limited partner interests in us. The holders of our common units are entitled to participate in our distributions (to the extent distributions are made) and are entitled to exercise the rights and privileges available to limited partners under our Partnership Agreement. Class B Convertible Units As of June 30, 2017, the Class B Convertible Units consist of 17,709,865 units, inclusive of any Class B PIK Units issued. The Class B Convertible Units have the same rights, preferences and privileges, and are subject to the same duties and obligations, as our common units, with certain exceptions as noted below. Our Partnership Agreement does not allow additional Class B Convertible Units (other than Class B PIK Units) to be issued without the prior approval of our General Partner and the holders of a majority of the outstanding Class B Convertible Units. As of June 30, 2017 , all of our outstanding Class B Convertible Units were indirectly owned by Holdings. Distribution Rights: The holders of the Class B Convertible Units receive quarterly distributions in an amount equal to $0.3257 per unit paid in Class B PIK Units (based on a unit issuance price of $18.61 ) within 45 days after the end of each quarter. Our General Partner was entitled, and has exercised its right, to retain its 2.0% general partner interest in us in connection with the original issuance of Class B Convertible Units. In connection with future distributions of Class B PIK Units, the General Partner is entitled to a corresponding distribution to maintain its 2.0% general partner interest in us. Conversion Rights: The Class B Convertible Units are convertible into common units on a one-for-one basis and, once converted, will participate in cash distributions pari passu with all other common units. The conversion of Class B Convertible Units will occur on the date we (i) make a quarterly distribution equal to or greater than $0.44 per common unit, (ii) generate Class B Distributable Cash Flow (as defined in our Partnership Agreement) in an amount sufficient to pay the declared distribution on all units for the two quarters immediately preceding the date of conversion (the “measurement period”) and (iii) forecast paying a distribution equal to or greater than $0.44 per unit from forecasted Class B Distributable Cash Flow on all outstanding common units for the two quarters immediately following the measurement period. Voting Rights: The Class B Convertible Units generally have the same voting rights as common units, and have one vote for each common unit into which such units are convertible. 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. Beginning with the third quarter of 2014, until such time we have a Distributable Cash Flow Ratio of at least 1.0 , Holdings, the indirect holder of the subordinated units, has waived the right to receive distributions on any subordinated units that would cause the Distributable Cash Flow Ratio to be less than 1.0 . In addition, the Fifth Amendment imposed additional restrictions on our ability to declare and pay quarterly cash distributions with respect to our subordinated units. See Note 5. General Partner Interests As defined by our Partnership Agreement, general partner units are not considered to be units (common or subordinated), but are representative of our General Partner’s 2.0% ownership interest in us. Our General Partner has received general partner unit PIK distributions in connection with the Class B Convertible Units. In connection with other equity issuances, our General Partner has made capital contributions in exchange for additional general partner units to maintain its 2.0% ownership interest in us.

INCENTIVE COMPENSATION

INCENTIVE COMPENSATION	6 Months Ended
	Jun. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
INCENTIVE COMPENSATION	INCENTIVE COMPENSATION Unit Based Compensation Long-Term Incentive Plan The 2012 Long-Term Incentive Plan (“LTIP”) provides incentive awards to eligible officers, employees and directors of our General Partner. Awards granted to employees under the LTIP generally vest over a three year period in equal annual installments, or in the event of a change in control, 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 our 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. On November 9, 2015, the holders of a majority of our limited partner interests approved an amendment to the LTIP which increased the number of common units that may be granted as awards by 4,500,000 units. The term of the LTIP also was extended to a period of 10 years following the amendment's adoption. The following table summarizes information regarding awards of units granted under the LTIP: Units Weighted-Average Fair Unvested - December 31, 2016 368,281 $ 14.91 Forfeited units (134,640 ) $ 15.89 Units recaptured for tax withholdings (1) (17,057 ) $ 10.85 Vested units (1) (36,361 ) $ 10.94 Unvested - June 30, 2017 180,223 $ 14.73 (1) The weighted-average fair value price on the date of vesting for our vested units was $2.66 for the three and six months ended June 30, 2017, respectively. The weighted-average fair value price on the date of vesting for our units recaptured for tax withholdings was $2.64 for the three and six months ended June 30, 2017, respectively. For the six months ended June 30, 2017 , we did not grant any equity awards under the LTIP. As of June 30, 2017 , we had total unamortized compensation expense of $0.6 million related to unvested awards. Compensation expense associated with awards is expected to be recognized over the three -year vesting period from each equity award’s grant date. As of June 30, 2017 , we had 5,323,613 units 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 and operations and maintenance expenses in our statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Unit-based compensation $ 157 $ 725 $ 414 $ 1,706 Employee Savings Plan We have employee savings plans under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended, whereby employees of our General Partner may contribute a portion of their base compensation to the employee savings plan, subject to limits. We provide a matching contribution each payroll period equal to 100% of each employee’s contribution up to the lesser of 6% of the employee’s eligible compensation or $16,200 annually for the period. The following table summarizes information regarding contributions and the expense recognized for the matching contributions, which is included in operating and maintenance expense and general and administrative expense on our statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Matching contributions expensed for employee savings plan $ 203 $ 399 $ 391 $ 608

REVENUES

REVENUES	6 Months Ended
	Jun. 30, 2017
Revenues [Abstract]
REVENUES	REVENUES We had revenues consisting of the following categories (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Sales of natural gas $ 96,374 $ 53,456 $ 182,878 $ 116,059 Sales of NGLs and condensate 43,266 41,832 84,320 68,022 Transportation, gathering and processing fees 28,068 28,157 55,336 57,292 Other 570 1,257 902 3,055 Total revenues $ 168,278 $ 124,702 $ 323,436 $ 244,428

EQUITY IN JOINT VENTURES

EQUITY IN JOINT VENTURES	6 Months Ended
	Jun. 30, 2017
Equity Method Investments and Joint Ventures [Abstract]
EQUITY IN JOINT VENTURES	INVESTMENTS IN JOINT VENTURES We own equity interests in three joint ventures with Targa as our joint venture partner. T2 Eagle Ford Gathering Company LLC (“T2 Eagle Ford”), T2 LaSalle Gathering Company LLC (“T2 LaSalle”) and T2 Cogen operate pipelines and a cogeneration facility located in South Texas. We indirectly own a 50% interest in T2 Eagle Ford, a 50% interest in T2 Cogen and a 25% interest in T2 LaSalle. We pay our proportionate share of the joint ventures’ operating costs, excluding depreciation and amortization, through lease capacity payments. As a result, our share of the joint ventures’ losses is related primarily to the joint ventures’ depreciation and amortization. Our maximum exposure to loss related to these joint ventures includes our equity investment, any additional capital contributions and our share of any operating expenses incurred by the joint ventures. The joint ventures’ summarized financial data from their statements of operations for the three and six months ended June 30, 2017 and 2016 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue T2 Eagle Ford $ 1,162 $ 1,642 $ 2,303 $ 3,044 T2 Cogen 32 1,077 115 1,999 T2 LaSalle 399 414 784 794 Net loss T2 Eagle Ford $ (4,904 ) $ (4,924 ) $ (9,810 ) $ (9,511 ) T2 Cogen (1,024 ) (1,424 ) (2,016 ) (2,966 ) T2 LaSalle (1,468 ) (1,468 ) (2,936 ) (2,936 ) Our equity in losses of joint venture investments is comprised of the following for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 T2 Eagle Ford $ (2,452 ) $ (2,462 ) $ (4,905 ) $ (4,755 ) T2 Cogen (512 ) (709 ) (1,008 ) (1,479 ) T2 LaSalle (367 ) (363 ) (734 ) (729 ) Equity in losses of joint venture investments $ (3,331 ) $ (3,534 ) $ (6,647 ) $ (6,963 ) Our investments in joint ventures is comprised of the following as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 T2 Eagle Ford $ 96,845 $ 101,669 T2 Cogen 5,067 6,003 T2 LaSalle 15,766 16,424 Investments in joint ventures $ 117,678 $ 124,096

CONCENTRATION OF CREDIT RISK AN

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE	6 Months Ended
	Jun. 30, 2017
Risks and Uncertainties [Abstract]
CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE	CONCENTRATION OF CREDIT RISK 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, excluding affiliates, for the three and six months ended June 30, 2017 and 2016 represent the following percentages of consolidated revenue: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Top ten customers 47.3 % 53.2 % 50.6 % 57.7 % We did not have any customers, excluding affiliates, exceed 10% of total consolidated revenue for the three and six months ended June 30, 2017 and 2016. For the six months ended June 30, 2017 and 2016 , we did not experience significant non-payment for services. We had no allowance for uncollectible accounts receivable at June 30, 2017 . We recorded an allowance for uncollectible accounts receivable of $0.1 million at December 31, 2015, which was written off in 2016.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS None.

SUPPLEMENTAL INFORMATION

SUPPLEMENTAL INFORMATION	6 Months Ended
	Jun. 30, 2017
Supplemental Cash Flow Elements [Abstract]
SUPPLEMENTAL INFORMATION	SUPPLEMENTAL INFORMATION Supplemental Cash Flow Information (in thousands) Six Months Ended June 30, 2017 2016 Supplemental Disclosures: Cash paid for interest, net of amounts capitalized $ 17,246 $ 18,162 Cash paid (received) for taxes 2 (53 ) Supplemental disclosures of non-cash investing and financing activities: Accounts payable related to capital expenditures 1,784 2,796 Capital lease obligations 32 — Accrued distribution equivalent rights on LTIP units — 10 Class B Convertible unit in-kind distributions 1,464 1,293 Valley Wells' operating expense cap adjustment — 1,415 PIK interest — 260 Common unit issuances to General Partner related to equity cures — 245 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Total interest costs $ 9,768 $ 9,027 $ 19,065 $ 18,555 Capitalized interest included in property, plant and equipment, net (132 ) (194 ) (326 ) (552 ) Interest expense $ 9,636 $ 8,833 $ 18,739 $ 18,003 Southcross Assets Considered Leases to Third Parties We have pipelines that 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 June 30, 2017 were as follows: $2.8 million for the remainder of 2017; $2.2 million in 2018; $2.2 million in 2019; $2.2 million in 2020 and $13.1 million thereafter. The revenue 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 $0.7 million and $1.3 million for the three and six months ended June 30, 2017 and 2016, respectively, and have been included within transportation, gathering and processing fees within Note 10. These amounts do not include variable fees based on the actual gas volumes delivered under the contracts. Variable fees recognized in revenues within transportation, gathering and processing fees within Note 10 were $0.8 million and $1.5 million for the three and six months ended June 30, 2017 and 2016, respectively. Deferred revenue associated with these agreements was $10.1 million and $8.5 million at June 30, 2017 and December 31, 2016, respectively. Air Emission Credits In the fourth quarter of 2016, the Partnership submitted an Emission Reduction Credit (“ERC”) application to the Texas Commission of Environmental Quality (“TCEQ”) related to Conroe. An ERC can be earned by reducing air emissions beyond what is required by permits and rules, and Conroe has excess emission credits that will no longer be needed due to our decision to shut down Conroe. In June 2017, the TCEQ approved our application and we received 50.4 tons of nitrogen oxide emission credits and 10.4 tons of volatile organic compound credits. We are actively marketing these credits, and have plans to sell the emission credits during the third quarter of 2017.

BASIS OF PRESENTATION AND SUM23

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation We prepared this report under the rules and regulations of the Securities and Exchange Commission (the “SEC”) 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 in conjunction with our 2016 Annual Report on Form 10-K (“ 2016 Annual Report on Form 10-K”). The condensed consolidated financial statements as of June 30, 2017 and December 31, 2016 , and for the three and six months ended June 30, 2017 and 2016 , are unaudited and have been prepared on the same basis as the audited financial statements included in our 2016 Annual Report on Form 10-K. Adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations and financial position have been included herein. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying condensed consolidated financial statements. 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the applicable 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 2016 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

NET (LOSS) INCOME PER LIMITED24

NET (LOSS) INCOME PER LIMITED PARTNER UNIT AND DISTRIBUTIONS (Tables)	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Schedule of Reconciliation of Net Income loss	The following is a reconciliation of net loss attributable to limited partners and the limited partner units used in the basic and diluted earnings per unit calculations for the three and six months ended June 30, 2017 and 2016 (in thousands, except unit and per unit data): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net loss $ (15,870 ) $ (7,396 ) $ (31,253 ) $ (22,915 ) General partner unit in-kind distribution (22 ) (26 ) (30 ) (26 ) Net loss attributable to partners $ (15,892 ) $ (7,422 ) $ (31,283 ) $ (22,941 ) General partner's interest (1) $ (329 ) $ (156 ) $ (654 ) $ (465 ) Class B Convertible limited partner interest (1) (3,489 ) (1,890 ) (6,823 ) (6,081 ) Limited partners' interest (1) Common $ (9,648 ) $ (3,953 ) $ (19,020 ) $ (11,782 ) Subordinated (2,426 ) (1,423 ) (4,786 ) (4,613 ) (1) General Partner's and limited partners’ interests are calculated based on the allocation of net losses for the period, net of the General Partner unit in-kind distributions. The Class B Convertible Unit interest is calculated based on the allocation of only net losses for the period. Three Months Ended June 30, Six Months Ended June 30, Common Units 2017 2016 2017 2016 Interest in net loss $ (9,648 ) $ (3,953 ) $ (19,020 ) $ (11,782 ) Effect of dilutive units - numerator (1) — — — — Dilutive interest in net loss $ (9,648 ) $ (3,953 ) $ (19,020 ) $ (11,782 ) Weighted-average units - basic 48,538,451 33,920,732 48,530,028 31,183,306 Effect of dilutive units - denominator (1) — — — — Weighted-average units - dilutive 48,538,451 33,920,732 48,530,028 31,183,306 Basic and diluted net loss per common unit $ (0.20 ) $ (0.12 ) $ (0.39 ) $ (0.38 ) Three Months Ended June 30, Six Months Ended June 30, Subordinated Units 2017 2016 2017 2016 Interest in net loss $ (2,426 ) $ (1,423 ) $ (4,786 ) $ (4,613 ) Effect of dilutive units - numerator (1) — — — — Dilutive interest in net loss $ (2,426 ) $ (1,423 ) $ (4,786 ) $ (4,613 ) Weighted-average units - basic 12,213,713 12,213,713 12,213,713 12,213,713 Effect of dilutive units - denominator (1) — — — — Weighted-average units - dilutive 12,213,713 12,213,713 12,213,713 12,213,713 Basic and diluted net loss per subordinated unit $ (0.20 ) $ (0.12 ) $ (0.39 ) $ (0.38 ) (1) Because we had a net loss for all periods for common units and the subordinated units, 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 for those periods. The weighted average units that were not included in the computation of diluted per unit amounts were 398,673 and 159,509 unvested awards granted under the LTIP for the three and six months ended June 30, 2017, respectively. The weighted average units that were not included in the computation of diluted per unit amounts were 55,202 and 7,074 for the three and six months ended June 30, 2016, respectively.
Distributions Made to Limited Partners and General Partner, by Distribution	The following table presents the Class B PIK Units distributions issued on the Class B Convertible Units during 2017 (in thousands, except per unit and in-kind distribution units): Payment Date Attributable to the Quarter Ended Per Unit Distribution In-Kind Class B Convertible Unit In-Kind Class B Convertible Distributions (1) In-Kind Unit to General Partner In-Kind General Partner Distribution Value (1) 2017 August 11, 2017 June 30, 2017 $ 0.3257 309,946 $ 983 6,325 $ 20 May 11, 2017 March 31, 2017 $ 0.3257 304,615 $ 1,060 6,216 $ 22 2016 February 14, 2017 December 31, 2016 $ 0.3257 299,375 $ 404 6,109 $ 8 (1) 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)	6 Months Ended
	Jun. 30, 2017
Derivatives
Schedule of the fair value of the interest rate swap liabilities	The fair values of our interest rate derivative transactions were as follows (in thousands): Significant Other Observable Inputs (Level 2) Fair Value Measurement as of June 30, 2017 December 31, 2016 Current interest rate derivative assets $ 4 $ 2 Non-current interest rate derivative assets 4 2 Current interest rate derivative (liabilities) — (15 ) Total interest rate derivatives $ 8 $ (11 )
Summary of amounts recognized in interest expense associated with derivatives that are not designated as hedging instruments	The realized and unrealized amounts recognized in interest expense associated with derivatives were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Unrealized gain on interest rate derivatives $ (2 ) $ (85 ) $ (4 ) $ (55 ) Realized loss (gain) on interest rate derivatives — 99 (15 ) 198

LONG-LIVED ASSETS (Tables)

LONG-LIVED ASSETS (Tables)	6 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Schedule of property, plant and equipment	Property, plant and equipment consisted of the following (in thousands): Estimated Useful Life (yrs) June 30, 2017 December 31, 2016 Pipelines 15-30 $ 561,858 $ 552,540 Gas processing, treating and other plants 15 511,792 509,840 Compressors 5-15 76,820 72,054 Rights of way and easements 15 49,897 49,998 Furniture, fixtures and equipment 5 9,678 9,269 Capital lease vehicles 3-5 2,124 1,713 Total property, plant and equipment 1,212,169 1,195,414 Accumulated depreciation and amortization (298,891 ) (262,709 ) Total 913,278 932,705 Construction in progress 8,867 16,150 Land and other 21,506 22,431 Property, plant and equipment, net $ 943,651 $ 971,286

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Third A&R Revolving Credit Agreement The Third A&R Revolving Credit Agreement is a five -year $200 million revolving credit facility due August 4, 2019 (the “Credit Facility”). Borrowings under our Credit Facility bear interest at LIBOR plus an applicable margin or a base rate as defined in the Third A&R Revolving Credit Agreement. Pursuant to the Third A&R Revolving Credit Agreement, among other things: (a) the letters of credit sublimit was set at $75 million ; and (b) if we fail to comply with the Consolidated Total Leverage Ratio, Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio covenants (each as defined in the Third A&R Revolving Credit Agreement, and collectively the “Financial Covenants”) (each such failure, a “Financial Covenant Default”), we have the right (a limited number of times) to cure such Financial Covenant Default by having the Sponsors purchase equity interests in or make capital contributions to us resulting in, among other things, proceeds that, if added to Consolidated EBITDA (as defined in the Third A&R Revolving Credit Agreement) would result in us satisfying the Financial Covenants. Amendments to Third A&R Revolving Credit Agreement On May 7, 2015, we entered into the first amendment to our Third A&R Revolving Credit Agreement among the Partnership, as the borrower, the lenders and other parties thereto (the “First Amendment”). The First Amendment, among other things: (i) revised the maximum Consolidated Total Leverage Ratio set at 5.00 to 1.0 as of the last day of each fiscal quarter after September 30, 2016, without any step-ups in connection with acquisitions; (ii) increased the applicable margins used in connection with the loans and the commitment fee so that the applicable margin for Eurodollar Loans (as used in the Third A&R Revolving Credit Agreement) ranges from 2.00% to 4.50% , the applicable margin for base rate loans ranges from 1.00% to 3.50% and the applicable rate for commitment fees ranges from 0.375% to 0.500% ; and (iii) allowed us an unlimited number of quarterly equity cures related to our Financial Covenant Default through the fourth quarter of 2016, and no more than two in a twelve month period thereafter for the life of the agreement. Beginning on January 1, 2017, we are limited to no more than four equity cures, with no more than two in a twelve month period. On July 25, 2016, we determined Holdings’ cash contribution to us for the first quarter 2016 equity cure had not been timely transferred to us, as required under the Third A&R Revolving Credit Agreement, due to an administrative oversight, which resulted in a default. On July 26, 2016, Holdings fully funded the first quarter 2016 equity cure. On August 4, 2016, we entered into the limited waiver and second amendment to the Third A&R Revolving Credit Agreement whereby the lenders waived any default or right to exercise any remedy as a result of this technical event of default to fund timely the first quarter 2016 equity cure. On November 8, 2016, we entered into the third amendment to the Third A&R Revolving Credit Agreement (the “Third Amendment”) which stipulated, among other things, that (i) the equity cure funding deadline for the quarter ended September 30, 2016 (“Q3 2016 Equity Cure”) was extended from November 23, 2016 to December 16, 2016, and (ii) the total revolving credit exposure (generally defined as funded borrowings plus letters of credit issued and outstanding) was limited to $145.2 million until the Q3 2016 Equity Cure was funded. The Third Amendment stipulated, among other things, that any Excess Cash Balance (generally defined as unrestricted book cash on hand that exceeds $15 million ) as of the last business day of each week would be used to temporarily reduce funded borrowings under our Credit Facility. On December 9, 2016, we entered into the fourth amendment to the Third A&R Revolving Credit Agreement which stipulated, among other things, that (i) the deadline for funding the Q3 2016 Equity Cure was further extended and (ii) that any account into which we deposited funds, securities or commodities will be subject to a lien and control agreement for the benefit of the secured parties under the Third A&R Revolving Credit Agreement. On December 29, 2016, we entered into the Fifth Amendment which, among other things: (i) permitted a full waiver for all defaults or events of default arising out of our failure to comply with the financial covenant to maintain a Consolidated Total Leverage Ratio less than 5.00 to 1.00 for the quarter ended September 30, 2016; (ii) reduced the total aggregate commitments under the Third A&R Revolving Credit Agreement from $200 million to $145 million and reduced the sublimit for letters of credit from $75 million to $50 million . Total aggregate commitments will be further reduced to $140 million on September 30, 2017, $135 million on December 31, 2017, $125 million on March 31, 2018, $120 million on June 30, 2018 and $115 million on December 31, 2018 and will also be reduced in an amount equal to the net proceeds of any Permitted Note Indebtedness (as defined in the Fifth Amendment) we may incur in the future; (iii) modified the borrowings under the Third A&R Revolving Credit Agreement to bear interest at the LIBOR or a base rate plus an applicable margin that cumulatively increases pursuant to the Fifth Amendment by (a) 125 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 5.00 to 1.00 , plus (b) 100 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 6.00 to 1.00 , plus (c) 100 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 7.00 to 1.00 , plus (d) 100 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 8.00 to 1.00 . At our election, the 100 basis point increase to the applicable margin upon our Consolidated Total Leverage Ratio being greater than or equal to 8.00 to 1.00 may be replaced with a 150 basis point increase that is payable in kind; (iv) suspended the Consolidated Total Leverage Ratio and Consolidated Senior Secured Leverage Ratio financial covenants and reduced the Consolidated Interest Coverage Ratio financial covenant requirement from 2.50 to 1.00 to 1.50 to 1.00 for all periods ending on or prior to the Ratio Compliance Date; (v) requires us to generate Consolidated EBITDA in certain minimum amounts beginning with the quarter ending December 31, 2016 and rolling forward thereafter through the quarter ending December 31, 2018; (vi) requires us to maintain at least $3 million of Liquidity (as defined therein) as of the last business day of each calendar week; (vii) restricts our capital expenditures for growth and maintenance to not exceed certain amounts per fiscal year; and (viii) beginning with the fiscal quarter ending March 31, 2019, our Consolidated Total Leverage Ratio cannot exceed 5.00 to 1.00 and our Consolidated Senior Secured Leverage Ratio cannot exceed 3.50 to 1.00 . Until such time as our Consolidated Total Leverage Ratio is less than 5.00 to 1.00 , we will also be restricted from making cash distributions to our unitholders and from entering into acquisition or merger agreements with third-party businesses involving a purchase price greater than $10 million , unless such acquisition is funded entirely using the proceeds from the issuance of equity. In addition, until such time as our Consolidated Total Leverage Ratio is less than or equal to 5.00 to 1.00 , we will be required to repay any outstanding borrowings under the Credit Facility in an amount equal to 50% of our Excess Cash Flow (as defined in the Fifth Amendment). Term Loan Agreement The Term Loan Agreement is a $450 million senior secured term loan facility maturing on August 4, 2021. Borrowings under our Term Loan Agreement bear interest at LIBOR plus 4.25% or a base rate as defined in the respective credit agreement with a LIBOR floor of 1.00% . The facility will amortize in equal quarterly installments in an aggregate amount equal to 1% of the original principal amount, less any mandatory prepayments (as defined in the Term Loan Agreement), ( $1.064 million ), with the remainder due on the maturity date. 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 long-term debt in the balance sheets. Changes in deferred financing costs are as follows (in thousands): 2017 2016 Deferred financing costs, January 1 $ 11,474 $ 14,141 Capitalization of deferred financing costs 66 130 Amortization of deferred financing costs (1,666 ) (1,523 ) Deferred financing costs, June 30 $ 9,874 $ 12,748

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Schedule of Capital Lease Obligations	he capital lease obligation amounts included on the balance sheets were as follows (in thousands): June 30, 2017 December 31, 2016 Other current liabilities $ 458 $ 396 Other non-current liabilities 534 497 Total $ 992 $ 893

TRANSACTIONS WITH RELATED PAR29

TRANSACTIONS WITH RELATED PARTIES (Tables)	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Schedule of Fees, Expenses and Reimbursements Incurred Through Services with Related Parties	We incurred fees and expenses related to the services from our affiliated directors as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Charlesbank Capital Partners, LLC(1) $ — $ 30 $ — $ 94 EIG 35 16 70 45 Tailwater 36 18 72 44 Total fees and expenses paid for director services to affiliated entities $ 71 $ 64 $ 142 $ 183 We incurred expenses related to these reimbursements as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Reimbursements included in general and administrative expenses $ 2,331 $ 3,538 $ 7,028 $ 7,034 Reimbursements included in operations and maintenance expenses 4,906 5,548 8,818 10,846 Total reimbursements to our General Partner and its affiliates $ 7,237 $ 9,086 $ 15,846 $ 17,880

INCENTIVE COMPENSATION (Tables)

INCENTIVE COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2017
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:
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 and operations and maintenance expenses in our statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Unit-based compensation $ 157 $ 725 $ 414 $ 1,706
Schedule of employer matching contributions	The following table summarizes information regarding contributions and the expense recognized for the matching contributions, which is included in operating and maintenance expense and general and administrative expense on our statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Matching contributions expensed for employee savings plan $ 203 $ 399 $ 391 $ 608

REVENUES (Tables)

REVENUES (Tables)	6 Months Ended
	Jun. 30, 2017
Revenues [Abstract]
Schedule of revenues by category	We had revenues consisting of the following categories (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Sales of natural gas $ 96,374 $ 53,456 $ 182,878 $ 116,059 Sales of NGLs and condensate 43,266 41,832 84,320 68,022 Transportation, gathering and processing fees 28,068 28,157 55,336 57,292 Other 570 1,257 902 3,055 Total revenues $ 168,278 $ 124,702 $ 323,436 $ 244,428

EQUITY IN JOINT VENTURES (Table

EQUITY IN JOINT VENTURES (Tables)	6 Months Ended
	Jun. 30, 2017
Equity Method Investments and Joint Ventures [Abstract]
Schedules of joint ventures	The joint ventures’ summarized financial data from their statements of operations for the three and six months ended June 30, 2017 and 2016 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenue T2 Eagle Ford $ 1,162 $ 1,642 $ 2,303 $ 3,044 T2 Cogen 32 1,077 115 1,999 T2 LaSalle 399 414 784 794 Net loss T2 Eagle Ford $ (4,904 ) $ (4,924 ) $ (9,810 ) $ (9,511 ) T2 Cogen (1,024 ) (1,424 ) (2,016 ) (2,966 ) T2 LaSalle (1,468 ) (1,468 ) (2,936 ) (2,936 ) Our equity in losses of joint venture investments is comprised of the following for the three and six months ended June 30, 2017 and 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 T2 Eagle Ford $ (2,452 ) $ (2,462 ) $ (4,905 ) $ (4,755 ) T2 Cogen (512 ) (709 ) (1,008 ) (1,479 ) T2 LaSalle (367 ) (363 ) (734 ) (729 ) Equity in losses of joint venture investments $ (3,331 ) $ (3,534 ) $ (6,647 ) $ (6,963 ) Our investments in joint ventures is comprised of the following as of June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 T2 Eagle Ford $ 96,845 $ 101,669 T2 Cogen 5,067 6,003 T2 LaSalle 15,766 16,424 Investments in joint ventures $ 117,678 $ 124,096

CONCENTRATION OF CREDIT RISK 33

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Tables)	6 Months Ended
	Jun. 30, 2017
Consolidated revenue concentration
Schedule of consolidated revenue attributed to Formosa and Sherwin
Top ten customers
Consolidated revenue concentration
Schedule of consolidated revenue attributed to Formosa and Sherwin	Our top ten customers, excluding affiliates, for the three and six months ended June 30, 2017 and 2016 represent the following percentages of consolidated revenue: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Top ten customers 47.3 % 53.2 % 50.6 % 57.7 %

SUPPLEMENTAL INFORMATION (Table

SUPPLEMENTAL INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2017
Supplemental Cash Flow Elements [Abstract]
Supplemental Cash Flow Information	Supplemental Cash Flow Information (in thousands) Six Months Ended June 30, 2017 2016 Supplemental Disclosures: Cash paid for interest, net of amounts capitalized $ 17,246 $ 18,162 Cash paid (received) for taxes 2 (53 ) Supplemental disclosures of non-cash investing and financing activities: Accounts payable related to capital expenditures 1,784 2,796 Capital lease obligations 32 — Accrued distribution equivalent rights on LTIP units — 10 Class B Convertible unit in-kind distributions 1,464 1,293 Valley Wells' operating expense cap adjustment — 1,415 PIK interest — 260 Common unit issuances to General Partner related to equity cures — 245
Capitalization of Interest Cost	We incurred the following interest costs (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Total interest costs $ 9,768 $ 9,027 $ 19,065 $ 18,555 Capitalized interest included in property, plant and equipment, net (132 ) (194 ) (326 ) (552 ) Interest expense $ 9,636 $ 8,833 $ 18,739 $ 18,003
Deferred Financing Costs	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):

ORGANIZATION AND DESCRIPTION 35

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) $ in Millions	Aug. 04, 2014	Jun. 30, 2017	Dec. 31, 2016USD ($)	Jun. 30, 2017	Dec. 31, 2016
Business Acquisition [Line Items]
Reduction in total aggregate commitments			$ 145
Sublimit for letters of credit reduction			50
Consolidated Interest Coverage Ratio					2.50
Holdings capital commitment			$ 17
Holdings common units received for capital commitment			11,486,486,000,000
Investment agreement interest rate			12.50%
Consolidated interest coverage ratio amendment			1.50
Number of Processing Plant				two
Fractionation Plants				one
Investment agreement capital commitment from Holdings			$ 15
Volume weighted average price of common units			93.00%
Investment Trigger, common units calculation				20-day
Number of reportable segments				one
Consolidated Total Leverage Ratio			5	5
Southcross Holdings Common [Member]
Business Acquisition [Line Items]
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest	100.00%
Common Units [Member]
Business Acquisition [Line Items]
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest	55.00%
General Partner [Member]
Business Acquisition [Line Items]
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest	2.00%	2.00%

ACQUISITION (Details)

ACQUISITION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Business Acquisition [Line Items]
Total revenues	$ 168,278	$ 124,702	$ 323,436	$ 244,428
Revenue from Related Parties	40,308	24,561	81,079	48,832
Business Acquisition, Pro Forma Information [Abstract]
Net loss	(15,870)	(7,396)	(31,253)	$ (22,915)
Class B Convertible Units [Member]
Business Acquisition, Pro Forma Information [Abstract]
Net loss	(3,489)	(1,890)	(6,823)
General Partner [Member]
Business Acquisition, Pro Forma Information [Abstract]
Net loss	$ (329)	$ (156)	$ (654)

NET (LOSS) INCOME PER LIMITED37

NET (LOSS) INCOME PER LIMITED PARTNER UNIT AND DISTRIBUTIONS (Details)	Aug. 04, 2014	Jun. 30, 2017USD ($)$ / sharesshares	Mar. 31, 2017USD ($)$ / shares	Dec. 31, 2016USD ($)	Jun. 30, 2016USD ($)$ / sharesshares	Jun. 30, 2017USD ($)$ / sharesshares	Jun. 30, 2016USD ($)$ / sharesshares	Dec. 31, 2015shares
Earnings Per Limited Partner Unit
distributable cash flow ratio						$ 1
Consolidated Total Leverage Ratio				5		5
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares		398,673			55,202	159,509	7,074
General partner unit in-kind distribution							$ 26,000
Net loss attributable to partners		$ (15,892,000)			$ (7,422,000)	$ (31,283,000)	(22,941,000)
General partner's interest		(15,870,000)			(7,396,000)	(31,253,000)	(22,915,000)
Limited partners' interest						(31,253,000)	(22,915,000)
General Partner [Member]
Earnings Per Limited Partner Unit
Preferred Units Cumulative Right to Receive Future Cash Distributions		$ 6,325,000	$ 6,216,000	$ 6,109,000		6,325,000
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest	2.00%	2.00%
Net Income (Loss) Allocated to General Partners						(624,000)	(465,000)
General partner unit in-kind distribution		$ 22,000			26,000	30,000	26,000
General partner's interest		(329,000)			(156,000)	(654,000)
Limited partners' interest							(459,000)
Southcross Holdings Common [Member]
Earnings Per Limited Partner Unit
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest	100.00%
Class B Convertible Units [Member]
Earnings Per Limited Partner Unit
Preferred Units Cumulative Right to Receive Future Cash Distributions		309,946,000	$ 304,615,000	$ 299,375,000		309,946,000
Net Income (Loss) Allocated to General Partners							(6,081,000)
General partner's interest		(3,489,000)			$ (1,890,000)	(6,823,000)
Limited partners' interest						(6,823,000)	$ (6,081,000)
Limited Partner, units authorized
Earnings Per Limited Partner Unit
Limited Partner, units outstanding | shares					21,982,325		21,982,325	15,005,588
Limited partners' interest		(9,648,000)			$ (3,953,000)	(19,020,000)	$ (11,782,000)
Interest in net loss		(9,648,000)			(3,953,000)	(19,020,000)	(11,782,000)
Dilutive interest in net loss		$ (9,648,000)			$ (3,953,000)	$ (19,020,000)	$ (11,782,000)
Weighted-average units - basic | shares		48,538,451			33,920,732	48,530,028	31,183,306
Weighted-average units - dilutive | shares		48,538,451			33,920,732	48,530,028	31,183,306
Basic and diluted net loss per common unit | $ / shares		$ (0.20)			$ (0.12)	$ (0.39)	$ (0.38)
Subordinated Units [Member]
Earnings Per Limited Partner Unit
Limited Partner, units outstanding | shares					12,213,713		12,213,713	12,213,713
Limited partners' interest		$ (2,426,000)			$ (1,423,000)	$ (4,786,000)	$ (4,613,000)
Interest in net loss		(2,426,000)			(1,423,000)	(4,786,000)	(4,613,000)
Dilutive interest in net loss		$ (2,426,000)			$ (1,423,000)	$ (4,786,000)	$ (4,613,000)
Weighted-average units - basic | shares		12,213,713			12,213,713	12,213,713	12,213,713
Weighted-average units - dilutive | shares		12,213,713			12,213,713	12,213,713	12,213,713
Basic and diluted net loss per common unit | $ / shares		$ (0.20)			$ (0.12)	$ (0.39)	$ (0.38)
Class B Convertible Units [Member]
Earnings Per Limited Partner Unit
Distribution Made to Member or Limited Partner Minimum Quarterly Distributions Declared Per Unit | $ / shares						$ 0.3257
Common Units [Member] | Limited Partner, units authorized
Earnings Per Limited Partner Unit
Limited partners' interest					$ (3,953,000)
Cash Distribution [Member]
Earnings Per Limited Partner Unit
Distribution Made to Member or Limited Partner Unit Distributions Per Unit | $ / shares		$ 0.3257	$ 0.3257
Maximum [Member] | Cash Distribution [Member]
Earnings Per Limited Partner Unit
Distribution Made to Member or Limited Partner Distribution Period						45 days

NET (LOSS) INCOME PER LIMITED38

NET (LOSS) INCOME PER LIMITED PARTNER UNIT AND DISTRIBUTIONS (Distributions) (Details) - USD ($)	Aug. 04, 2014	May 15, 2013	Apr. 12, 2013	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Series A preferred units , PIK distribution earned
In-Kind Distributions (in dollars per unit)									$ (26,000)
Common Units [Member]
Distributions made to Limited Partner [Line Items]
Ownership interest held by general partners (as a percent)	55.00%
Class B Convertible Units [Member]
Series A preferred units , PIK distribution earned
In-Kind Unit Distribution (in dollars)				$ 982,529,000	$ 1,060,000	$ 404,156,000
Common units, distribution declared and paid
Preferred Units Cumulative Right to Receive Future Cash Distributions				$ 309,946,000	304,615,000	299,375,000		$ 309,946,000		$ 299,375,000
General Partner [Member]
Distributions made to Limited Partner [Line Items]
Ownership interest held by general partners (as a percent)	2.00%			2.00%
Series A preferred units , PIK distribution earned
In-Kind Unit Distribution (in dollars)				$ 0	0	8,000,000
In-Kind Distributions (in dollars per unit)				(22,000)			$ (26,000)	(30,000)	$ (26,000)
Common units, distribution declared and paid
Preferred Units Cumulative Right to Receive Future Cash Distributions				$ 6,325,000	$ 6,216,000	$ 6,109,000		$ 6,325,000		$ 6,109,000
Class B Convertible Units [Member]
Series A preferred units , PIK distribution earned
Distribution Made to Member or Limited Partner Minimum Quarterly Distributions Declared Per Unit								$ 0.3257
Share Price				$ 18.61				$ 18.61
Class B Convertible Units [Member] | Class B Convertible Units [Member]
Distributions made to Limited Partner [Line Items]
Conversion of Stock, Shares Issued	17,709,865									17,105,875
Series A Convertible Preferred Units [Member]
Distributions made to Limited Partner [Line Items]
Preferred units issued
Cash
Series A preferred units , PIK distribution earned
Distribution Made to Member or Limited Partner Unit Distributions Per Unit				$ 0.3257	$ 0.3257
Maximum [Member] | Cash
Distributions made to Limited Partner [Line Items]
Distribution Made to Member or Limited Partner Distribution Period								45 days

FINANCIAL INSTRUMENTS (Details)

FINANCIAL INSTRUMENTS (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)MMBTU	Dec. 31, 2016USD ($)
Fair value of financial instruments
Fair value of Term Loan Credit Agreement			$ 382,400,000
Derivative Asset	$ 4,000		4,000		$ 2,000
Interest Rate Cap, 3.00%, $50M			0
Interest rate cap $60M, 3% rate	60,000,000		60,000,000
Unrealized Gain (Loss) on Derivatives			19,000	$ 55,000
Fair value measurement	0		0		(15,000)
Derivative Assets (Liabilities), at Fair Value, Net	(8,000)		(8,000)		$ 11,000
Commodity Swaps [Member]
Fair value of financial instruments
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU				0
Interest rate swap liabilities
Fair value of financial instruments
Gain (Loss) on Sale of Derivatives	(2,000)	$ (85,000)
Unrealized Gain (Loss) on Derivatives	0	$ 99,000
Interest Rate Cap [Member]
Fair value of financial instruments
Gain (Loss) on Sale of Derivatives			(4,000)	$ (55,000)
Unrealized Gain (Loss) on Derivatives			(15,000)	$ 198,000
Interest Rate Cap 3.00% [Member]
Fair value of financial instruments
Derivative, Notional Amount	$ 80,000,000		$ 80,000,000
Derivative, Cap Interest Rate	3.00%		3.00%
Derivative, Notional Amount, $40M, January 1, 2018 Maturity			$ 40,000,000
Derivative, Notional Amount, $40M, July1, 2019 Maturity			40,000,000
Interest Rate Cap $50M, 3% [Member] [Member]
Fair value of financial instruments
Derivative, Notional Amount	$ 50,000,000		$ 50,000,000
Derivative, Cap Interest Rate	3.00%		3.00%
Derivative Liability, Fair Value, Gross Asset	$ 0		$ 0
Interest Rate Cap $40M, 3% [Member] [Member] [Domain]
Fair value of financial instruments
Derivative, Notional Amount	40,000,000		40,000,000
Fair Value, Measurements, Recurring [Member] | Interest Rate Cap 3.00% [Member]
Fair value of financial instruments
Interest Rate Cap, 3.00%, $60M, Maturity June 30, 2019			7
Interest Rate Cap, 3.00%, $40M, July 1, 2019 Maturity			0
Interest Rate Cap 3.00%, $40M, July 1, 2018 Maturity Date			0
Interest Rate Cap 3.00%, $40M, January 1, 2018 Maturity			0
Derivative Liability, Fair Value, Gross Asset	$ 0		$ 0

FINANCIAL INSTRUMENTS (Details

FINANCIAL INSTRUMENTS (Details 2)	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)MMBTU	Dec. 31, 2016USD ($)
Derivatives
Derivative Asset	$ 4,000		$ 4,000		$ 2,000
Derivative Asset, Noncurrent	4,000		4,000		2,000
Unrealized loss			19,000	$ 55,000
Derivative Liability	0		0		(15,000)
Derivative Assets (Liabilities), at Fair Value, Net	8,000		8,000		$ (11,000)
Interest Rate Swap [Member]
Derivatives
Unrealized loss	0	$ 99,000
Realized (loss) on derivatives	(2,000)	$ (85,000)
Interest rate cap contract
Derivatives
Unrealized loss			(15,000)	198,000
Realized (loss) on derivatives			(4,000)	$ (55,000)
Commodity Swaps
Derivatives
Volume of month-ahead swap contracts (in MMBtu) | MMBTU				0
Interest Rate Cap 3.00% [Member]
Derivatives
Notional amount	$ 80,000,000		$ 80,000,000
Derivative, Cap Interest Rate	3.00%		3.00%
Interest Rate Cap $50M, 3% [Member] [Member]
Derivatives
Notional amount	$ 50,000,000		$ 50,000,000
Derivative Liability, Fair Value, Gross Asset	$ 0		$ 0
Derivative, Cap Interest Rate	3.00%		3.00%
Fair Value, Measurements, Recurring [Member] | Interest Rate Cap 3.00% [Member]
Derivatives
Derivative Liability, Fair Value, Gross Asset	$ 0		$ 0

LONG-LIVED ASSETS (Details)

LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended		9 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Sep. 30, 2016	Dec. 31, 2016
Property, plant and equipment
Conroe and Gregory plant proceeds from sale of assets	$ 1,600
Gregory Fire Insurance Deductible		$ 500
Gain on insurance proceeds	0	1,500	$ 0	$ 1,500	$ 0
Intangible Assets, Net (Excluding Goodwill)	1,400			1,400
Total property, plant and equipment	1,212,169			1,212,169			$ 1,195,414
Accumulated depreciation and amortization	(298,891)			(298,891)			(262,709)
Property, plant and equipment, net	943,651			943,651			971,286
Gain (Loss) on Sale of Assets and Asset Impairment Charges	129		12,576	191	12,576
Depreciation expense	18,302		$ 18,908	36,152	37,449
Net proceeds from sales of assets				$ 2,794	20,402
Finite-Lived Intangible Asset, Useful Life				30 years
Amortization of Intangible Assets				five
Prepayment on Term Loan made with Gregory Insurance Proceeds		1,000
Proceeds from (Repayments of) Related Party Debt				$ 0	$ 14,000
Construction in progress
Property, plant and equipment
Property, plant and equipment, net	8,867			8,867			16,150
Pipelines
Property, plant and equipment
Estimated useful life						30 years
Total property, plant and equipment	561,858			561,858			552,540
Gas processing, treating and other plants
Property, plant and equipment
Estimated useful life						15 years
Total property, plant and equipment	511,792			511,792			509,840
Compressors
Property, plant and equipment
Estimated useful life						15 years
Total property, plant and equipment	76,820			76,820			72,054
Rights of way and easements
Property, plant and equipment
Estimated useful life						15 years
Total property, plant and equipment	49,897			49,897			49,998
Furniture, fixtures and equipment
Property, plant and equipment
Estimated useful life						5 years
Total property, plant and equipment	9,678			9,678			9,269
Capital lease vehicles
Property, plant and equipment
Total property, plant and equipment	2,124			2,124			1,713
Capital lease vehicles | Maximum [Member]
Property, plant and equipment
Estimated useful life						3 years
Capital lease vehicles | Minimum [Member]
Property, plant and equipment
Estimated useful life						5 years
Property, plant and equipment excluding construction in progress and land and other
Property, plant and equipment
Property, plant and equipment, net	913,278			913,278			932,705
Land and other
Property, plant and equipment
Property, plant and equipment, net	$ 21,506			$ 21,506			$ 22,431
Insurance Settlement [Member]
Property, plant and equipment
Increase (Decrease) in Insurance Settlements Receivable		$ 2,000

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details)	Aug. 04, 2014USD ($)	Jun. 30, 2017USD ($)	Dec. 31, 2016USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)$ / shares	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
LONG TERM DEBT
NGL purchases from Holdings		$ 200,000			$ 1,300,000
Receivable Recorded on Formosa Settlement							$ 1,600,000
Formosa Settlement							$ 3,100,000
Consolidated Interest Coverage Ratio							2.50
Consolidated interest coverage ratio amendment			1.50
Consolidated Total Leverage Ratio, is greater than or equal to 5.00 to 1.00							$ 5
Consolidated Total Leverage Ratio, is greater than or equal to 6.00 to 1.00							6
Reduction in total aggregate commitments, September 30, 2017							140,000,000
Minimum liquidity requirement			$ 3,000,000
Reduction in total aggregate commitments, December 31, 2017							135,000,000
Reduction in total aggregate commitments, March 31, 2018							125,000,000
Third A&R Revolving Credit Agreement, excess cash balance			$ 15,000,000
Consolidated Total Leverage Ratio			5		5
Reduction in total aggregate commitments, June 30, 2018							120,000,000
Reduction in total aggregate commitments, December 31, 2018							115,000,000
Consolidated Total Leverage Ratio, is greater than or equal to 7.00 to 1.00							7
Amortization of deferred financing costs and PIK interest						$ (1,523,000)
Long-term Debt		546,785,000	$ 559,846,000		$ 546,785,000		559,846,000
Long-term Debt, Current Maturities		4,256,000	4,500,000		4,256,000		4,500,000
Debt Issuance Costs, Net		(9,874,000)	(11,474,000)	$ (12,748,000)	(9,874,000)	(12,748,000)	(11,474,000)	$ (14,141,000)
Deferred Financing Costs, Capitalized During Period					66,000	130,000
Amortization of Debt Issuance Costs and Discounts					(1,666,000)
Long-term Debt, Excluding Current Maturities		532,655,000	543,872,000		532,655,000		$ 543,872,000
Unsecured Debt, Current
Sublimit for letters of credit reduction			50,000,000
Debt Instrument Leverage Ratio							5
Consolidated Senior Secured Leverage Ratio							3.50
Cash distribution restriction							$ 10,000,000
Excess cash flow							50.00%
Third A&R Credit Agreement, total revolving credit exposure			145,200,000
Line of Credit Facility, Amount Outstanding		200,000,000	200,000,000		200,000,000		$ 200,000,000
Reduction in total aggregate commitments			145,000,000
Average outstanding borrowings		$ 549,456,000		$ 608,382,000	$ 551,554,000	$ 617,368,000
Line of Credit Facility, Interest Rate Description	0.01
Weighted average interest rate		6.12%		5.24%	5.96%	5.23%
Maximum quarterly distributions until the target leverage ratio is achieved (in dollars per share) | $ / shares						$ 0.40
Maximum borrowings		$ 549,644,000		$ 626,680,000	$ 561,305,000	$ 628,055,000
Proceeds from Issuance of Other Long-term Debt	$ 450,000,000
Amortization of Debt Discount (Premium)	0.01
Debt Instrument, Periodic Payment	$ 1,064,000
Debt Instrument, Unamortized Discount				(1,600,000)		(1,600,000)		$ (1,800,000)
Consolidated Total Leverage Ratio, is greater than or equal to 8.00 to 1.00							8
Consolidated Total Leverage Ratio, is greater than or equal to 8.00 to 1.00, that is payable in kind							8
General Partner [Member]
LONG TERM DEBT
Line of Credit Facility, Amount Outstanding		20,111,000	19,378,000		20,111,000		19,378,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net				$ 245,000		$ 245,000
Credit Facility, due November 2017
LONG TERM DEBT
Long-term Debt		112,555,000	122,555,000		$ 112,555,000		122,555,000
Debt Instrument Leverage Ratio					5
Line of Credit Facility, Remaining Borrowing Capacity		12,334,000	3,067,000		$ 12,334,000		3,067,000
Applicable margin under LIBOR borrowings	4.25%
Third A&R revolving credit agreement [Member]
LONG TERM DEBT
Debt Instrument, Term					5 years
Term Loan [Member]
LONG TERM DEBT
Long-term Debt		$ 434,230,000	$ 437,291,000		$ 434,230,000		$ 437,291,000
Letters of credit
LONG TERM DEBT
unused borrowings	$ 75,000,000
Credit Agreement, due June 2014
LONG TERM DEBT
Applicable margin under LIBOR borrowings						3.25%
Eurodollar [Member] | Minimum [Member]
LONG TERM DEBT
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum (Deprecated 2016-01-31)		2.00%			2.00%
Eurodollar [Member] | Maximum [Member]
LONG TERM DEBT
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum (Deprecated 2016-01-31)		4.50%			4.50%
Base Rate [Member] | Minimum [Member]
LONG TERM DEBT
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum (Deprecated 2016-01-31)		1.00%			1.00%
Base Rate [Member] | Maximum [Member]
LONG TERM DEBT
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum (Deprecated 2016-01-31)		3.50%			3.50%
Minimum Commitment Fee [Member]
LONG TERM DEBT
Line of Credit Facility, Commitment Fee Percentage					0.375%
Maximum Commitment Fee [Member]
LONG TERM DEBT
Line of Credit Facility, Commitment Fee Percentage					0.50%

COMMITMENTS AND CONTINGENCIES43

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Mar. 31, 2017
Purchase commitments
Amount Received on Formosa Settlement					$ 1,600,000
Capital Lease Obligations, Current					396	$ 458,000
Capital leases
Amortization expense related to the capital leases	$ 100,000	$ 100,000	$ 300,000	$ 200,000
Capital Lease Obligations Incurred	100,000	200,000	500,000	200,000
Operating Leases
Expenses associated with operating leases	1,400,000	$ 1,800,000	3,000,000	$ 2,700,000
Deferred Rent Credit	$ 1,800,000		$ 1,800,000
Capital Lease Obligations, Noncurrent					497	534,000
Capital Lease Obligations					$ 893	$ 992,000

TRANSACTIONS WITH RELATED PAR44

TRANSACTIONS WITH RELATED PARTIES (Details)	Mar. 08, 2014	Jun. 30, 2017USD ($)director	Jun. 30, 2016USD ($)	Mar. 31, 2016USD ($)	Jun. 30, 2017USD ($)director	Jun. 30, 2016USD ($)	Dec. 31, 2016USD ($)
Related Party Transactions
Management fees incurred		$ 71,000	$ 64,000		$ 142,000	$ 183,000
Related Party Transaction, Purchases from Related Party		41,000	46,000		$ 81,000	120,000
Number of directors | director					1
Operating Costs and Expenses							$ 1,700,000
Related Party Transaction, Amounts of Transaction		7,237,000	9,086,000		$ 15,846,000	17,880,000
Proceeds from (Repayments of) Related Party Debt					0	14,000,000
Revenue from Related Parties		40,308,000	24,561,000		81,079,000	48,832,000
Due to Affiliate, Current		249,000			249,000		524,000
Contractual Agreement, Term	10 years
Due from Affiliate, Current		26,344,000			26,344,000		$ 7,976,000
Management fees incurred
Related Party Transactions
Management fees incurred		0	30,000		0	94,000
Management fees incurred | Vested units
Related Party Transactions
Management fees incurred			0			0
EIG [Member]
Related Party Transactions
Management fees incurred		35,000	16,000		70,000	45,000
Tailwater [Member]
Related Party Transactions
Management fees incurred		$ 36,000	18,000		$ 72,000	44,000
Director [Member]
Related Party Transactions
board member from an affiliated entity | director		2			2
valley wells [Member]
Related Party Transactions
Affiliate Costs						2,406,000
Limited Partner, units authorized | valley wells [Member]
Related Party Transactions
Affiliate Costs			1,415,000	$ 1,000,000	$ 0	2,406,000
General and Administrative Expense [Member]
Related Party Transactions
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party		$ 2,331,000	3,538,000		7,028,000	7,034,000
Operating Expense [Member]
Related Party Transactions
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party		$ 4,906,000	$ 5,548,000		$ 8,818,000	$ 10,846,000

SERIES A PREFERRED UNITS (Detai

SERIES A PREFERRED UNITS (Details) - shares	Aug. 04, 2014	May 15, 2013	Apr. 12, 2013	Jun. 30, 2017
General Partner [Member]
Ownership interest held by general partners (as a percent)	2.00%			2.00%
Preferred units issued
Preferred units issued

PARTNERS' CAPITAL (Details)

PARTNERS' CAPITAL (Details)	Aug. 04, 2014shares	Jun. 30, 2017USD ($)$ / sharesshares	Jun. 30, 2017USD ($)$ / sharesshares	Jun. 30, 2016$ / sharesshares	Dec. 31, 2016USD ($)shares	Mar. 31, 2017USD ($)	Dec. 31, 2015shares
Preferred Units Conversion Trailing Period			2
Preferred Stock, Participation Rights			1
Maximum quarterly distributions until the target leverage ratio is achieved (in dollars per share) | $ / shares				$ 0.40
Limited Partner, units authorized
Distribution Made to Limited Partner, Unit Distribution			0
Limited Partner, units issued				48,538,451			48,502,090
Limited Partner, units authorized				49,672,885			29,544,524
Limited Partner, units outstanding				21,982,325			15,005,588
Common Stock, Shares, Outstanding		22,046,377	22,046,377		22,010,016
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number			36,361
Southcross Holdings Common [Member]
Distribution Made to Limited Partner, Unit Distribution			0
Ownership interest held by general partners (as a percent)	100.00%
Common Stock, Shares, Outstanding		26,492,074	26,492,074		26,492,074
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number			0
Class B Convertible Units [Member]
Distribution Made to Limited Partner, Unit Distribution			603,990
Preferred Units Cumulative Right to Receive Future Cash Distributions | $		$ 309,946,000	$ 309,946,000		$ 299,375,000	$ 304,615,000
Preferred Units, Outstanding		17,709,865	17,709,865		17,105,875
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number			0
Subordinated Units [Member]
Distribution Made to Limited Partner, Unit Distribution			0
Preferred Units, Outstanding		12,213,713	12,213,713		12,213,713
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number			0
Subordinated Units [Member]
Limited Partner, units issued							12,213,713
Limited Partner, units authorized				12,213,713
Limited Partner, units outstanding				12,213,713			12,213,713
General Partner [Member]
Distribution Made to Limited Partner, Unit Distribution			13,067
Ownership interest held by general partners (as a percent)	2.00%	2.00%
Preferred Units Cumulative Right to Receive Future Cash Distributions | $		$ 6,325,000	$ 6,325,000		$ 6,109,000	$ 6,216,000
Partners' Capital Account, Units		1,601,265	1,601,265		1,588,198
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number			0
Common Units [Member]
Ownership interest held by general partners (as a percent)	55.00%
Class B Convertible Units [Member]
Distribution Made to Member or Limited Partner, Distribution Paid in Cash | $ / shares		$ 0.3257
Conversion criteria-distribution per unit | $ / shares		0.44	$ 0.44
Share Price | $ / shares		$ 18.61	$ 18.61
Class B Convertible Units [Member] | Class B Convertible Units [Member]
Conversion of Stock, Shares Issued	17,709,865				17,105,875
TexStar Rich Gas System [Member]
Ownership interest held by general partners (as a percent)	41.00%
Maximum [Member] | Cash Distribution [Member]
Distribution Made to Member or Limited Partner Distribution Period			45 days

INCENTIVE COMPENSATION (Details

INCENTIVE COMPENSATION (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Unit based compensation
Shared-based Compensation Arrangement by Share-based Payment Award, Equity Instruments, Vested, Weighted-Average Fair Value Vesting Date					$ 2.66
Allocated Share-based Compensation Expense	$ 157,000	$ 725,000	$ 414,000	$ 1,706,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease)			(134,640)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value			$ 15.89
Shares Paid for Tax Withholding for Share Based Compensation			(17,057)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other Than Options, Recaptured for Tax Withholding, Weighted Average Grant Date Fair Value			$ 10.85
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number	(36,361)		(36,361)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	$ 10.94		$ 10.94
Shared-based Compensation Arrangement by Share-based Payment Award, Equity Instruments, Recaptured for Tax Withholding, Vested, Weighted-Average Fair Value Vesting Date					$ 2.64
Employee Savings Plan [Member]
Unit based compensation
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 203,000	$ 399,000	$ 391,000	$ 608,000
Employer matching contribution, percent of employee's contribution			100.00%
Weighted-average grant date fair value
Employer matching contribution, percent of employees' gross pay			6.00%
Maximum annual contributions by employer, amount (per employee)			$ 16,200
Long Term Incentive Plan [Member]
Unit based compensation
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	180,223		180,223			368,281
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 14.73		$ 14.73			$ 14.91
Weighted-average grant date fair value
Long Term Incentive Phantom Units approved							4,500,000
Incentive Plan
Unit based compensation
Vesting period			3 years
Weighted-average grant date fair value
Share-based compensation cost not yet recognized	$ 600,000		$ 600,000
Units available for issuance (in shares)	5,323,613		5,323,613
3yr vesting period [Domain] | Incentive Plan
Weighted-average grant date fair value
Period of amortization of compensation expense			3 years

REVENUES (Details)

REVENUES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues [Abstract]
Sales of natural gas	$ 96,374	$ 53,456	$ 182,878	$ 116,059
Sales of NGLs and condensate	43,266	41,832	84,320	68,022
Transportation, gathering and processing fees	28,068	28,157	55,336	57,292
Other	570	1,257	902	3,055
Total revenues (Note 10)	$ 168,278	$ 124,702	$ 323,436	$ 244,428

EQUITY IN JOINT VENTURES (Detai

EQUITY IN JOINT VENTURES (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)joint_venture	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)joint_venture	Jun. 30, 2016USD ($)	Dec. 31, 2016USD ($)	Aug. 04, 2014
Income (Loss) from Equity Method Investments	$ (3,331)	$ (3,534)	$ (6,647)	$ (6,963)
number of joint ventures | joint_venture	3		3
Equity Method Investment Summarized Financial Information, Equity	$ 117,678		$ 117,678		$ 124,096
Natural Gas Midstream Revenue	168,278	124,702	323,436	244,428
Net Income (Loss) Attributable to Parent	(15,870)	(7,396)	(31,253)	(22,915)
Revenues	127,970	100,141	242,357	195,596
T2 Eagle Ford [Member]
Income (Loss) from Equity Method Investments	(2,452)	(2,462)	(4,905)	(4,755)
Equity Method Investment Summarized Financial Information, Equity	96,845		96,845		101,669
Equity Method Investment, Summarized Financial Information, Net Income (Loss)	(4,904)	(4,924)	(9,810)	(9,511)
Natural Gas Midstream Revenue	1,162	1,642	2,303	3,044
T2 Cogen [Member]
Income (Loss) from Equity Method Investments	(512)	(709)	(1,008)	(1,479)
Equity Method Investment Summarized Financial Information, Equity	5,067		5,067		6,003
Equity Method Investment, Summarized Financial Information, Net Income (Loss)	(1,024)	(1,424)	(2,016)	(2,966)
Natural Gas Midstream Revenue	32	1,077	115	1,999
T2 LaSalle [Member]
Income (Loss) from Equity Method Investments	(367)	(363)	(734)	(729)
Equity Method Investment Summarized Financial Information, Equity	15,766		15,766		$ 16,424
Equity Method Investment, Summarized Financial Information, Net Income (Loss)	(1,468)	(1,468)	(2,936)	(2,936)
Natural Gas Midstream Revenue	$ 399	$ 414	$ 784	$ 794
T2 LaSalle [Member]
Equity Method Investment, Ownership Percentage						25.00%
T2 Cogen [Member]
Equity Method Investment, Ownership Percentage						50.00%
T2 Eagle Ford [Member]
Equity Method Investment, Ownership Percentage	50.00%		50.00%

CONCENTRATION OF CREDIT RISK 50

CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Details) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2017	Mar. 31, 2017customer	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2015customer	Dec. 31, 2016USD ($)
Consolidated revenue concentration
Allowance for Doubtful Accounts Receivable, Current | $							$ (0.1)
Top ten customers | Customer concentration | Consolidated revenue
Consolidated revenue concentration
Number of top customers | customer		10				10
Concentration risk percentage	47.30%		53.20%	50.60%	57.70%

SUBSEQUENT EVENTS (Details) (De

SUBSEQUENT EVENTS (Details) (Details) $ in Millions	6 Months Ended
	Jun. 30, 2017USD ($)
Capital Contribution to T2 Cogen [Line Items]
Return of Capital Contributions to T2 Cogen	$ 26

SUPPLEMENTAL INFORMATION (Detai

SUPPLEMENTAL INFORMATION (Details) shares in Thousands, $ in Thousands	Mar. 08, 2014	Jun. 30, 2017USD ($)	Mar. 31, 2017USD ($)	Jun. 30, 2016USD ($)	Mar. 31, 2016USD ($)	Jun. 30, 2017USD ($)shares	Jun. 30, 2016USD ($)shares	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Jun. 30, 2017USD ($)	Dec. 31, 2016USD ($)	Jun. 30, 2016USD ($)	Dec. 31, 2015USD ($)
Operating Leased Assets [Line Items]
Interest Paid, Net						$ 17,246	$ 18,162
Proceeds from Income Tax Refunds						(2)	(53)
Capital Expenditures Incurred but Not yet Paid						1,784	2,796
Repayments of Debt and Capital Lease Obligations						32	0
Noncash Financing Activities, Accrued Distribution on Long Term Incentive Plan						0	10
Interest Costs Incurred [Abstract]
Total interest costs			$ 9,768		$ 9,027			$ 19,065	$ 18,555
Capitalized interest included in property, plant and equipment, net			(132)		(194)			(326)	(552)
Interest expense			9,636		8,833			$ 18,739	$ 18,003
Deferred Financing Costs [Roll Forward]
Deferred financing costs, January 1		$ 9,874		$ 12,748		9,874	12,748			$ 9,874	$ 11,474	$ 12,748	$ 14,141
Deferred Financing Costs, Capitalized During Period						66	130
Amortization of Debt Issuance Costs and Discounts						1,666
Amortization of deferred financing costs							(1,523)
Deferred financing costs, September 30		9,874		12,748		9,874	12,748
Number of power plants										2
Contractual agreement, term	10 years
Contingent fees		(700)				(1,300)
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability		$ (800)				(1,500)
Deferred Revenue										$ 10,100	$ 8,500
Paid-in-Kind Interest						$ 0	$ 260
Common unit issuances to General Partner related to Equity Cures | shares						0	245
Natural Gas Pipeline Contracts [Member]
Deferred Financing Costs [Roll Forward]
Operating Leases, Future Minimum Payments, Due in Two Years										2,800
Operating leases, future minimum payments due in third year										2,200
Operating Leases, Future Minimum Payments, Due in Four Years			$ 2,200
Operating leases, future minimum payments due in sixth year										2,200
Operating leases, future minimum payments due after sixth year										$ 13,100
valley wells [Member]
Deferred Financing Costs [Roll Forward]
Affiliate Costs							$ 2,406
Class B Convertible Units [Member]
Deferred Financing Costs [Roll Forward]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net												$ 0
Temporary Equity Accretion Preferred Unit In-kind Distribution							(1,293)
Class B Convertible Units [Member] | Class B Convertible Units [Member]
Deferred Financing Costs [Roll Forward]
Temporary Equity Accretion Preferred Unit In-kind Distribution						$ (1,464)	(1,293)
Limited Partner, units authorized | Class B Convertible Units [Member]
Deferred Financing Costs [Roll Forward]
Temporary Equity Accretion Preferred Unit In-kind Distribution						1,140	945
Limited Partner, units authorized | valley wells [Member]
Deferred Financing Costs [Roll Forward]
Affiliate Costs				$ 1,415	$ 1,000	$ 0	$ 2,406