American Midstream Partners, LP - FORM 8-K/A - EX-99.3 - PARTNERSHIP'S UNAUDITED PRO FORMAS

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file	filename
8-K/A - FORM 8-K/A - American Midstream Partners, LP	d297495d8ka.htm
EX-99.2 - AUDITED STATEMENTS - American Midstream Partners, LP	d297495dex992.htm
EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS LLP. - American Midstream Partners, LP	d297495dex231.htm

Exhibit 99.3

American Midstream Partners, LP

50% Undivided Interest in the Burns Point Plant Acquired from Marathon Oil Company

Pro Forma Consolidated Balance Sheet

(in thousands)


	September 30, 2011
	(unaudited)
	American Midstream Partners, LP as previously reported		Pro forma adjustments			American Midstream Partners, LP pro forma
Assets
Current assets
Cash and cash equivalents	$	530				$	530
Accounts receivable		1,192					1,192
Unbilled revenue		18,086					18,086
Risk management assets		906					906
Other current assets		1,696					1,696

Total current assets		22,410					22,410
Property, plant and equipment, net		137,590		36,065	(a)		173,655
Risk management assets—long term		247					247
Other assets, net		3,170		166	(g)		3,336

Total assets	$	163,417	$	36,231		$	199,648


Liabilities and Partners’ Capital
Current liabilities
Accounts payable	$	1,225				$	1,225
Accrued gas purchases		15,309					15,309
Current portion of long-term debt		—					—
Other loans		—					—
Risk management liabilities		502					502
Accrued expenses and other current liabilities		5,393					5,393

Total current liabilities		22,429					22,429
Risk management liabilities—long term		—					—
Other liabilities		8,352					8,352
Long-term debt		29,350		35,666	(a)(g)		65,016

Total liabilities		60,131					95,797

Commitments and contingencies
Partners’ capital
General partner interest (0.2 and 0.1 million units outstanding as of September 30, 2011 and December 31, 2010, respectively)		1,771		11	(f)		1,782
Limited partner interest (9.1 and 5.4 million units outstanding as of September 30, 2011 and December 31, 2010, respectively)		101,376		554	(f)		101,930
Accumulated other comprehensive income		139					139

Total partners’ capital		103,286					103,851

Total liabilities and partners’ capital	$	163,417	$	36,231		$	199,648

American Midstream Partners, LP

50% Undivided Interest in the Burns Point Plant Acquired from Marathon Oil Company

Pro Forma Consolidated Statements of Operations

(in thousands)


	Nine Months Ended September 30, 2011									Year Ended December 31, 2010
	(unaudited)
	American Midstream Partners, LP as previously reported			Pro forma adjustments			American Midstream Partners, LP pro forma			American Midstream Partners, LP as previously reported			Pro forma adjustments			American Midstream Partners, LP pro forma
Revenue	$	190,374		$	4,632	(b)	$	195,006		$	212,248		$	4,645	(b)	$	216,893
Realized gain (loss) on early termination of commodity derivatives		(2,998	)					(2,998	)		—						—
Unrealized gain (loss) on commodity derivatives		(19	)					(19	)		(308	)					(308	)

Total revenue		187,357			4,632			191,989			211,940			4,645			216,585

Operating expenses:
Purchases of natural gas, NGLs and condensate		157,725						157,725			173,821						173,821
Direct operating expenses		9,548			1,195	(c)		10,743			12,187			1,805	(c)		13,992
Selling, general and administrative expenses		7,367						7,367			7,120						7,120
Advisory services agreement termination fee		2,500						2,500			—						—
Transaction expenses		282						282			303						303
Equity compensation expense		2,989						2,989			1,734						1,734
Depreciation expense		15,468			676	(d)		16,144			20,013			902	(d)		20,915

Total operating expenses		195,879			1,871			197,750			215,178			2,707			217,885

Operating income (loss)		(8,522	)		2,761			(5,761	)		(3,238	)		1,938			(1,300	)
Other income (expenses):
Interest expense		(3,923	)		(1,997	)(e)(h)		(5,920	)		(5,406	)		(2,703	)(e)(h)		(8,109	)
Gain purchase of assets		—						—			—			565	(f)		565
Gain (loss) on sale of assets, net		586						586			—						—

Net income (loss)	$	(11,859	)	$	764		$	(11,095	)	$	(8,644	)	$	(200	)	$	(8,844	)

General partner’s interest in net income (loss)		(237	)		15			(222	)		(173	)		(4	)		(177	)

Limited partners’ interest in net income (loss)	$	(11,622	)	$	749		$	(10,873	)	$	(8,471	)	$	(196	)	$	(8,667	)

Limited partners’ net income (loss) per unit	$	(1.85	)	$	0.12		$	(1.73	)	$	(1.66	)	$	(0.04	)	$	(1.70	)

Weighted average number of units used in computation of limited partners’net income (loss) per unit		6,296			6,296			6,296			5,099			5,099			5,099

Pro forma adjustments:

(a)

Assumes the acquisition of the Interest with a fair value of $36.1 million and a purchase price of $35.5 million, financed entirely with long term debt.

(b)

Assumes the value of allocated in-kind revenues from the beginning of the period.

(c)

Assumes allocated Plant direct operating costs and administrative fees from the beginning of the period.

(d)

Assumes depreciation expense from the beginning of the period, calculated on a straight-line basis over a 40 year useful life.

(e)

Assumes interest expense from the beginning of the period at the Partnership’s weighted average interest rate of 7.37% for the 9 months ended September 30, 2011 and 7.48% for the year ended December 31, 2010.

(f)

Assumes a gain on purchase resulting from the difference between the cash consideration paid of $35.5 million and the fair value of the Interest of $36.1 million.

(g)

Assumes additional deferred debt issuance costs of $0.2 million associated with an amendment to the credit facility required for the purchase of the Interest.

(h)

Assumes the straight-line amortization additional debt issuance costs over the remaining life of the credit facility, or 57 months, from the beginning of the period.

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