American Midstream Partners, LP - FORM 8-K - EX-99.1 - EXHIBIT 99.1 - September 8, 2017

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American Midstream Partners, LP
Unaudited Pro Forma Financial Information
Introduction
References to “American Midstream,” “the Partnership,” “AMID,” “we,” “us,” or “our” in this section refer to American Midstream Partners, LP, and its consolidated subsidiaries. References to "JPE" or "AMID Predecessor" in this section refer to our predecessor, JP Energy Partners, LP.
Propane Business Disposition. On September 1, 2017, we completed the disposition of the Propane Marketing and Services business ("the Propane Business") pursuant to the Membership Interest Purchase Agreement dated July 21, 2017, between AMID Merger LP, a wholly owned subsidiary of AMID, and SHV Energy N.V. Through the transaction, the Partnership divested 100% of the Propane Business, including Pinnacle Propane’s 40 service locations; Pinnacle Propane Express’ cylinder exchange business and related logistic assets; and the Alliant Gas utility system. In connection with the transaction, we received approximately $169.0 million in cash, net of $1.0 million of customary closing adjustments.

Pro Forma Adjustments
The following unaudited pro forma condensed consolidated financial information is adjusted to reflect the disposition of the Propane Business which closed and was effective on September 1, 2017.
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2017 gives effect to the above Propane Business sale as if it occurred on June 30, 2017.
The unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2017 gives effect to the above Propane Business sale as if it occurred on January 1, 2014.
The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, give effect to the above Propane Business sale on AMID Predecessor assuming it occurred on January 1, 2014.

On March 8, 2017, the Partnership completed the acquisition of JPE, an entity controlled by ArcLight Capital Partners, LLC ("ArcLight") affiliates, in a unit-for-unit exchange. In connection with the transaction, each JPE common or subordinated unit held by investors not affiliated with ArcLight was converted into the right to receive 0.5775 of a Partnership common unit, and each JPE common or subordinated unit held by ArcLight affiliates was converted into the right to receive 0.5225 of a Partnership common unit.

As both the Partnership and JPE were controlled by ArcLight, the acquisition represents a transaction among entities under common control and is accounted for as a common control transaction in a manner similar to a pooling of interests. Although the Partnership is the legal acquirer, JPE is considered to be the acquirer for accounting purposes as ArcLight obtained control of JPE before it obtained control the Partnership. Therefore, the unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014 represent those of AMID Predecessor on a stand-alone basis due to the fact that JPE was the accounting acquirer and the combined financial results of the Partnership and JPE have not yet been filed with the Securities and Exchange Commission (“SEC”)".

The Partnership has included additional supplemental information in "Note 6. Supplemental Information" following the pro forma financial information that reflects the impact of the Propane Business sale on the unaudited combined financial results of the Partnership and JPE for the years ended December 31, 2016, 2015 and 2014.
The accompanying unaudited pro forma condensed consolidated financial statements should be read in conjunction with AMID’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, which was filed with the SEC on August 10, 2017 and AMID Predecessor's Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 13, 2017.
The pro forma adjustments are based upon currently available information and certain estimates and assumptions; therefore, actual results may differ from the pro forma adjustments. Management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions outlined above and are factually supportable, directly attributable and are expected to have a continuing impact on AMID’s operating results. Additionally, the pro forma adjustments give appropriate effect to management’s assumptions and are properly applied in the unaudited pro forma information. The Notes to the unaudited pro forma condensed consolidated financial statements provide a detailed discussion of how such adjustments were derived and presented in the unaudited pro forma financial information, as described above.





The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and do not purport to represent what our results of operations would have been had the transactions to which the pro forma adjustments relate occurred on the dates indicated and they do not purport to project our financial condition or results of operations for any future period. The pro forma adjustments may differ from those that will be calculated for purposes of reporting discontinued operations in future filings.





American Midstream Partners, LP and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2017
(in thousands, except per unit amounts)
 
 
 
 
 
 
 
 
 
Historical AMID Consolidated
 
Sale of Propane Business
 
Proforma AMID Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
   Current assets
 
 
 
 
 
 
      Cash and cash equivalents
 
$
5,903

 
$
166,470

a, b
$
172,373

      Restricted cash
 
18,965

 
—

 
18,965

      Accounts receivable, net
 
22,905

 
(10,690
)
a
12,215

      Unbilled revenue
 
51,123

 
(1,559
)
a
49,564

      Inventory
 
8,105

 
(4,634
)
a
3,471

      Other current assets
 
39,655

 
(1,000
)
a
38,655

         Total current assets
 
146,656

 
148,587

 
295,243

 
 
 
 
 
 
 
      Risk management assets long-term
 
7,704

 
—

 
7,704

      Property, plant and equipment, net
 
1,166,421

 
(73,883
)
a
1,092,538

      Goodwill
 
217,498

 
(15,361
)
a
202,137

      Restricted cash long-term
 
5,038

 
—

 
5,038

      Intangible assets, net
 
212,990

 
(18,884
)
a
194,106

      Investment in unconsolidated affiliates
 
286,548

 
—

 
286,548

      Other assets, net
 
9,087

 
(27
)
a
9,060

         Total assets
 
$
2,051,942

 
$
40,432

 
$
2,092,374

 
 
 
 
 
 
 
Liabilities, Equity and Partners' Capital
 
 
 
 
 
 
 
 
 
 
 
 
 
   Current liabilities
 
 
 
 
 
 
      Accounts payable
 
$
34,156

 
$
(3,229
)
a
$
30,927

      Accrued gas purchases
 
14,582

 
—

 
14,582

      Accrued expenses and other current liabilities
 
86,655

 
(6,663
)
a
79,992

      Current portion of long-term debt
 
1,757

 
(38
)
a
1,719

         Total current liabilities
 
137,150

 
(9,930
)
 
127,220

 
 
 
 
 
 
 
   Non-current liabilities
 
 
 
 
 
 
      Asset retirement obligations
 
45,302

 
—

 
45,302

      Other long-term liabilities
 
2,225

 
(140
)
a
2,085

      3.77% senior secured notes
 
55,294

 
—

 
55,294

      8.50% senior unsecured notes
 
292,609

 
—

 
292,609

      Revolving credit agreement
 
678,042

 
—

 
678,042

      Deferred tax liability
 
9,455

 
—

 
9,455

         Total liabilities
 
1,220,077

 
(10,070
)
 
1,210,007

 
 
 
 
 
 
 




 
 
 
 
 
 
 
   Convertible preferred units
 
338,195

 
—

 
338,195

 
 
 
 
 
 
 
   Equity and partners' capital
 
 
 
 
 
 
      General partner
 
(26,664
)
 
657

c
(26,007
)
      Limited partner interests
 
502,311

 
49,845

c
552,156

      Accumulated other comprehensive income
 
2

 
—

 
2

         Total partner's capital
 
475,649

 
50,502

 
526,151

 
 
 
 
 
 
 
      Noncontrolling interests
 
18,021

 
—

 
18,021

      Total equity and partner's capital
 
493,670

 
50,502

 
544,172

      Total liabilities, equity and partners' capital
 
$
2,051,942

 
$
40,432

 
$
2,092,374


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












































 
 
 
 
 
 
 
 
 
 
 
 
 
 
American Midstream Partners, LP and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For The Six Months Ended June 30, 2017
(in thousands, except per unit amounts)
 
 
 
 
 
 
 
 
 
Historical AMID Consolidated
 
Sale of Propane Business
 
Proforma AMID Consolidated
 
 
 
 
 
 
 
Total revenue
 
$
393,265

 
$
(69,124
)
d
$
324,141

 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
     Costs of sales
 
261,601

 
(30,722
)
d
230,879

     Direct operating expenses
 
61,972

 
(25,859
)
d
36,113

     Corporate expenses
 
62,928

 
(5,440
)
d
57,488

     Depreciation, amortization and accretion
 
59,521

 
(7,531
)
d
51,990

     (Gain) loss on sale of assets, net
 
(176
)
 
174

d
(2
)
         Total operating expenses
 
445,846

 
(69,378
)
 
376,468

Operating loss
 
(52,581
)
 
254

 
(52,327
)
Other income (expense):
 
 
 
 
 
 
      Interest expense
 
(35,118
)
 
25

d
(35,093
)
      Other income
 
86

 
(108
)
d
(22
)
      Earnings in unconsolidated affiliates
 
32,954

 
—

 
32,954

Loss from continuing operations before taxes
 
(54,659
)
 
171

 
(54,488
)
      Income tax expense
 
(1,924
)
 
44

d
(1,880
)
Net loss from continuing operations
 
$
(56,583
)
 
$
215

 
$
(56,368
)
 
 
 
 
 
 
 
Distribution declared per common unit (1)
 
$
0.8250

 
 
 
$
0.825

Limited partners' net loss per common unit:
 
 
 
 
 
 
      Basic and diluted:
 
 
 
 
 
 
         Loss from continuing operations
 
$
(1.46
)
 
 
 
$
(1.45
)
 
 
 
 
 
 
 
Weighted average number of common units outstanding:
 
 
 
 
 
 
      Basic and diluted
 
51,870

 
 
 
51,870

____________________________
 
 
 
 
 
 
(1) Declared and paid each quarter related to prior quarter.

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
















 
 
 
 
 
 
 
 
 
 
 
 
AMID Predecessor

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2016
(In thousands, except per unit amounts)
 
 
 
 
 
 
 
Historical AMID Predecessor
Consolidated
 
Sale of Propane Business
 
Proforma AMID Predecessor Consolidated
 
 
 
 
 
 
Total revenue
$
493,960

 
$
(140,731
)
e
$
353,229

 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
     Cost of sales, excluding depreciation and amortization
350,187

 
(48,509
)
e
301,678

     Operating expense
64,137

 
(52,062
)
e
12,075

     General and administrative
42,581

 
(9,991
)
e
32,590

     Depreciation and amortization
47,151

 
(15,936
)
e
31,215

     Loss on disposal of assets, net
2,569

 
(2,183
)
e
386

     Loss on impairment of goodwill
15,456

 
(12,802
)
e
2,654

Total costs and expenses
522,081

 
(141,483
)
 
380,598

Operating loss
(28,121
)
 
752

e
(27,369
)
Other income (expenses)
 
 
 
 
 
     Interest expense
(5,970
)
 
36

e
(5,934
)
     Other income (expense)
628

 
(609
)
e
19

     Loss from continuing operations before income taxes
(33,463
)
 
179

 
(33,284
)
Income tax expense
(521
)
 
2

e
(519
)
     Loss from continuing operations
$
(33,984
)
 
$
181

 
$
(33,803
)
 
 
 
 
 
 
Distribution declared per common and subordinated unit
$
1.30

 
 
 
$
1.30

 
 
 
 
 
 
Basic and diluted loss per unit
 
 
 
 
 
Net loss from continuing operations allocated to common units
$
(16,955
)
 
 
 
$
(16,865
)
Weighted average number of common units outstanding - basic and diluted
18,514

 
 
 
18,514

Basic and diluted net loss from continuing operations per common unit
$
(0.92
)
 
 
 
$
(0.91
)
 
 
 
 
 
 
Net loss from continuing operations allocated to subordinated units
$
(17,029
)
 
 
 
$
(16,938
)
Weighted average number of subordinated units outstanding - basic and diluted
18,125

 
 
 
18,125

Basic and diluted net loss from continuing operations per subordinated unit
$
(0.94
)
 
 
 
$
(0.93
)


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










 
 
 
 
 
 
 
 
 
 
 
 
AMID Predecessor

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2015

(In thousands, except per unit amounts)
 
 
 
 
 
 
 
Historical AMID Predecessor
Consolidated
 
Sale of Propane Business
 
Proforma AMID Predecessor Consolidated
 
 
 
 
 
 
Total revenue
$
680,585

 
$
(170,906
)
e
$
509,679

 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
     Cost of sales, excluding depreciation and amortization
527,476

 
(65,698
)
e
461,778

     Operating expense
69,377

 
(56,883
)
e
12,494

     General and administrative
45,383

 
(12,508
)
e
32,875

     Depreciation and amortization
46,852

 
(17,261
)
e
29,591

     Loss on disposal of assets, net
909

 
(1,060
)
e
(151
)
     Goodwill impairment
29,896

 
—

e
29,896

Total costs and expenses
719,893

 
(153,410
)
 
566,483

Operating income (loss)
(39,308
)
 
(17,496
)
e
(56,804
)
Other income (expenses)
 
 
 
 
 
     Interest expense
(5,375
)
 
47

e
(5,328
)
     Other income, net
1,732

 
(1,404
)
e
328

Income (loss) from continuing operations before income taxes
(42,951
)
 
(18,853
)
 
(61,804
)
Income tax expense
(754
)
 
3

e
(751
)
     Income (loss) from continuing operations
$
(43,705
)
 
$
(18,850
)
 
$
(62,555
)
 
 
 
 
 
 
Distribution declared per common unit
$
1.279

 
 
 
$
1.279

 
 
 
 
 
 
Basic and diluted loss per unit
 
 
 
 
 
Net loss from continuing operations allocated to common units
$
(21,830
)
 
 
 
$
(31,245
)
Weighted average number of common units outstanding - basic and diluted
18,374

 
 
 
18,374

Basic and diluted net loss from continuing operations per common unit
$
(1.19
)
 
 
 
$
(1.70
)
 
 
 
 
 
 
Net loss from continuing operations allocated to subordinated units
$
(21,875
)
 
 
 
$
(31,310
)
Weighted average number of subordinated units outstanding - basic and diluted
18,152

 
 
 
18,152

Basic and diluted net loss from continuing operations per subordinated unit
$
(1.20
)
 
 
 
$
(1.72
)

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











AMID Predecessor


Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2014
(in thousands, except per unit amounts)
 
 
 
 
 
 
 
 
 
Historical AMID Predecessor
Consolidated
 
Sale of Propane Business
 
Proforma AMID Predecessor Consolidated
Total revenue
 
$
726,154

 
$
(199,288
)
e
$
526,866

 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
     Cost of sales, excluding depreciation and amortization
 
605,682

 
(130,686
)
e
474,996

     Operating expense
 
65,584

 
(51,196
)
e
14,388

     General and administrative
 
46,362

 
(12,278
)
e
34,084

     Depreciation and amortization
 
40,230

 
(14,708
)
e
25,522

     Loss on disposal of assets, net
 
1,137

 
(993
)
e
144

Total costs and expenses
 
758,995

 
(209,861
)
 
549,134

Operating income (loss)
 
(32,841
)
 
10,573

e
(22,268
)
Other income (expenses)
 
 
 
 
 
 
     Interest expense
 
(8,981
)
 
61

e
(8,920
)
     Other income (expense)
 
8

 
(710
)
e
(702
)
     Loss on extinguishment of debt
 
(1,634
)
 
—

 
(1,634
)
Loss from continuing operations before income taxes
 
(43,448
)
 
9,924

 
(33,524
)
Income tax benefit
 
(300
)
 
1

e
(299
)
    Loss from continuing operations
 
$
(43,748
)
 
$
9,925

 
$
(33,823
)
 
 
 
 
 
 
 
Distribution declared per common unit
 
$
—

 
 
 
$
—

 
 
 
 
 
 
 
Basic and diluted loss per unit
 
 
 
 
 
 
Net loss from continuing operations allocated to common units
 
$
(9,460
)
 
 
 
$
(4,505
)
Weighted average number of common units outstanding - basic and diluted
 
18,213

 
 
 
18,213

Basic and diluted net loss from continuing operations per common unit
 
$
(0.52
)
 
 
 
$
(0.25
)
 
 
 
 
 
 
 
Net loss from continuing operations allocated to subordinated units
 
$
(9,490
)
 
 
 
$
(4,520
)
Weighted average number of subordinated units outstanding - basic and diluted
 
18,210

 
 
 
18,210

Basic and diluted net loss from continuing operations per subordinated unit
 
$
(0.52
)
 
 
 
$
(0.25
)

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










Note 1. Basis of Presentation
On September 1, 2017, we completed the disposition of the Propane Business pursuant to the Membership Interest Purchase Agreement dated July 21, 2017, between AMID Merger LP, a wholly owned subsidiary of AMID, and SHV Energy N.V. (the "Purchase Agreement"). In connection with the transaction, we received approximately $169.0 million in cash, net of $1.0 million of customary closing adjustments.
The accompanying unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2017 and years ended December 31, 2016, 2015 and 2014 assume the Propane Business sale closed on January 1, 2014. The divested Propane Business excluded assets and liabilities as defined in the Purchase Agreement.
We derived the unaudited pro forma condensed consolidated statements of operations by applying pro forma adjustments related to the Propane Business sale to the AMID historical condensed consolidated financial statements for the six months ended June 30, 2017 as this is subsequent to the March 8, 2017 acquisition date of AMID Predecessor, and to the historical condensed consolidated financial statements of AMID Predecessor on a stand-alone basis for the years ended December 31, 2016, 2015 and 2014 due to the fact that JPE was the accounting acquirer and the combined financial results of the Partnership and JPE have not yet been filed with the SEC.

Note 2. Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2017
The accompanying unaudited pro forma condensed consolidated balance sheet as of June 30, 2017 gives effect to the event detailed in “Note 1. Basis of Presentation” as if the Propane Business sale occurred on June 30, 2017.

(a) Reflects the removal of assets and liabilities associated with the disposition of the Propane Business.

(b) Reflects the receipt of $170.0 million of sales proceeds, less customary closing adjustments of approximately $1.0 million and $2.5 million of balance sheet cash at closing associated with the Propane Business sale.

(c) Reflects an estimated $50.5 million gain from the Propane Business sale allocated between our general and limited partners
as if the sale occurred on June 30, 2017.

Note 3. Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2017

The accompanying unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2017 gives effect to the event detailed in “Note 1. Basis of Presentation” as if the Propane Sale occurred on January 1, 2014.

(d) Reflects the elimination of operating revenues, operating expenses and other income (expenses) of the Propane Business sold.

Note 4. Unaudited Pro Forma Condensed Statements of Operations for the years ended December 31, 2016, 2015 and 2014

The accompanying unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014 give effect to the event detailed in “Note 1. Basis of Presentation” as if the Propane Sale occurred on January 1, 2014.

(e) Reflects the elimination of operating revenues, operating expenses and other income (expenses) of the Propane Business sold.
Note 5. Net Income (Loss) per Common Unit
As discussed above, the accompanying unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2017 represents the combined financial data of AMID and JPE post-merger ("the combined AMID") and net income (loss) is allocated to the combined AMID’s general partner and limited partners in accordance with their respective ownership percentages, after giving effect to contractual distributions on the Series A, C and D convertible preferred units, limited partner units and general partner units, including incentive distribution rights, if applicable. Basic and diluted net income (loss) per limited partner unit is calculated by dividing limited partners’ interest in net income (loss) by the weighted average number of limited partner units outstanding during the period.




AMID method
AMID computes earnings per unit using the two-class method, which requires that securities that meet the definition of a participating security be considered for inclusion in the computation of basic earnings per unit. Under the two-class method, earnings per unit are calculated as if all of the earnings for the period were distributed under the terms of AMID’s partnership agreement, regardless of whether the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, or whether the general partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all earnings for a particular period.
The two-class method does not impact AMID’s overall net income (loss) or other financial results; however, in periods in which aggregate net income exceeds AMID’s aggregate distributions for such period, it will have the impact of reducing net income (loss) per limited partner unit. This result occurs as a larger portion of AMID’s aggregate earnings, as if distributed, is allocated to the incentive distribution rights of the general partner, even though we make distributions on the basis of available cash and not earnings. In periods in which our aggregate net income does not exceed our aggregate distributions for the period, the two-class method does not have any impact on our calculation of earnings per limited partner unit. We have no dilutive securities and therefore basic and diluted net income (loss) per common unit are the same.
AMID Predecessor method
As discussed above, the accompanying unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014 represent AMID Predecessor's stand-alone financial information and net loss per unit applicable to common limited partner units and to subordinated limited partner units is computed by dividing the respective limited partners’ interest in net loss for the period subsequent to the AMID Predecessor's IPO by the weighted-average number of common units and subordinated units outstanding for the period. Loss per limited partner unit is calculated in accordance with the two-class method for determining loss per unit for master limited partnerships (“MLPs”) when incentive distribution rights (“IDRs”) and other participating securities are present. For the years ended December 31, 2016, 2015 and 2014, dilutive loss per unit was equal to basic loss per unit because all instruments were antidilutive.
Note 6. Supplemental Information
The information in the tables below has been provided to give additional pro forma information on the combined AMID financial information to show the impact of the disposition on AMID as it is structured subsequent to the March 8, 2017 acquisition date of AMID Predecessor. As previously mentioned, the pro forma condensed consolidated statements of operations provided above for the years ended December 31, 2016, 2015 and 2014 reflect AMID Predecessor's stand-alone financial data; although the companies have been combined since the merger closed on March 8, 2017. The historical column in the tables below entitled "Historical AMID Consolidated" comes directly from the Form 8-K we filed with the SEC on May 24, 2017.











 
 
 
 
 
 
 
 
 
 
 
 
 
 
American Midstream Partners, LP, and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2016
(In thousands, except per unit amounts)
 
 
 
 
 
 
 
 
 
Historical AMID Consolidated
 
Sale of Propane Business
 
Proforma AMID Consolidated
 
 
 
 
 
 
 
Total revenue
 
$
726,922

 
$
(141,893
)
f
$
585,029

 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
     Costs of sales
 
443,023

 
(49,671
)
f
393,352

     Direct operating expenses
 
123,372

 
(52,062
)
f
71,310

     Corporate expenses
 
99,430

 
(9,991
)
f
89,439

     Depreciation, amortization and accretion expense
 
106,818

 
(15,936
)
f
90,882

     Loss on sale of assets, net
 
2,870

 
(2,183
)
f
687

     Loss on impairment of property, plant and equipment
 
697

 
—

 
697

     Goodwill impairment
 
15,456

 
(12,802
)
f
2,654

         Total operating expenses
 
791,666

 
(142,645
)
 
649,021

Operating loss
 
(64,744
)
 
752

f
(63,992
)
Other income (expense):
 
 
 
 
 
 
      Interest expense
 
(22,812
)
 
36

f
(22,776
)
      Other income
 
628

 
(609
)
f
19

      Earnings in unconsolidated affiliates
 
46,746

 
—

 
46,746

Loss from continuing operations before taxes
 
(40,182
)
 
179

 
(40,003
)
      Income tax expense
 
(2,578
)
 
2

f
(2,576
)
Net loss from continuing operations
 
$
(42,760
)
 
$
181

 
$
(42,579
)
 
 
 
 
 
 
 
Limited partners' net loss per common unit:
 
 
 
 
 
 
      Basic and diluted:
 
 
 
 
 
 
         Loss from continuing operations
 
$
(1.50
)
 
 
 
$
(1.49
)
 
 
 
 
 
 
 
Weighted average number of common units outstanding:
 
 
 
 
 
 
      Basic and diluted
 
51,195

 
 
 
51,195

















American Midstream Partners, LP, and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2015
(In thousands, except per unit amounts)
 
 
 
 
 
 
 
 
 
Historical AMID Consolidated
 
Sale of Propane Business
 
Proforma AMID Consolidated
 
 
 
 
 
 
 
Total revenue
 
$
913,887

 
$
(167,829
)
f
$
746,058

 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
     Costs of sales
 
630,303

 
(62,621
)
f
567,682

     Direct operating expenses
 
127,480

 
(56,883
)
f
70,597

     Corporate expenses
 
77,835

 
(12,508
)
f
65,327

     Depreciation, amortization and accretion expense
 
98,596

 
(17,261
)
f
81,335

     Loss on sale of assets, net
 
3,920

 
(1,060
)
f
2,860

     Loss on impairment of property, plant and equipment
 
148,488

 
—

 
148,488

         Total operating expenses
 
1,086,622

 
(150,333
)
 
936,289

Operating loss
 
(172,735
)
 
(17,496
)
 
(190,231
)
Other income (expense):
 
 
 
 
 
 
      Interest expense
 
(20,120
)
 
47

f
(20,073
)
     Loss on extinguishment of debt
 
—

 
—

 
—

      Other income
 
1,732

 
(1,404
)
f
328

      Earnings in unconsolidated affiliates
 
8,201

 
—

 
8,201

Loss from continuing operations before taxes
 
(182,922
)
 
(18,853
)
 
(201,775
)
      Income tax expense
 
(1,888
)
 
3

f
(1,885
)
Net loss from continuing operations
 
$
(184,810
)
 
$
(18,850
)
 
$
(203,660
)
 
 
 
 
 
 
 
Limited partners' net loss per common unit:
 
 
 
 
 
 
      Basic and diluted:
 
 
 
 
 
 
         Loss from continuing operations
 
$
(4.60
)
 
 
 
$
(5.03
)
 
 
 
 
 
 
 
Weighted average number of common units outstanding:
 
 
 
 
 
 
      Basic and diluted
 
45,050

 
 
 
45,050




















American Midstream Partners, LP, and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2014
(In thousands, except per unit amounts)
 
 
 
 
 
 
 
 
 
Historical AMID Consolidated
 
Sale of Propane Business
 
Proforma AMID Consolidated
 
 
 
 
 
 
 
Total revenue
 
$
1,020,792

 
$
(185,526
)
f
$
835,266

 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
     Costs of sales
 
789,872

 
(116,924
)
f
672,948

     Direct operating expenses
 
109,543

 
(51,196
)
f
58,347

     Corporate expenses
 
72,744

 
(12,278
)
f
60,466

     Depreciation, amortization and accretion expense
 
72,527

 
(14,708
)
f
57,819

     Loss on sale of assets, net
 
5,080

 
(993
)
f
4,087

     Loss on impairment of property, plant and equipment
 
21,344

 
—

 
21,344

         Total operating expenses
 
1,071,110

 
(196,099
)
 
875,011

Operating loss
 
(50,318
)
 
10,573

 
(39,745
)
Other income (expense):
 
 
 
 
 
 
      Interest expense
 
(16,558
)
 
61

f
(16,497
)
     Loss on extinguishment of debt
 
(1,634
)
 
—

 
(1,634
)
      Other income
 
(662
)
 
(710
)
f
(1,372
)
      Earnings in unconsolidated affiliates
 
348

 
—

 
348

Loss from continuing operations before taxes
 
(68,824
)
 
9,924

 
(58,900
)
      Income tax expense
 
(857
)
 
1

f
(856
)
Net loss from continuing operations
 
$
(69,681
)
 
$
9,925

 
$
(59,756
)
 
 
 
 
 
 
 
Limited partners' net loss per common unit:
 
 
 
 
 
 
      Basic and diluted:
 
 
 
 
 
 
         Loss from continuing operations
 
$
(3.13
)
 
 
 
$
(2.64
)
 
 
 
 
 
 
 
Weighted average number of common units outstanding:
 
 
 
 
 
 
      Basic and diluted
 
27,524

 
 
 
27,524

_____________________________________________________________________________________________________
 
 
 
 
 
 
(f) Reflects the elimination of operating revenues, operating expenses and other income (expenses) of the Propane Business
     sold.



The revenue and cost of sales data presented in the pro forma condensed consolidated statements of operations of AMID consolidated within this Note are different from those presented in the pro forma condensed consolidated statements of operations of AMID Predecessor for the years ended December 31, 2016, 2015 and 2014 due to a difference in the mapping of the account Gain (loss) on derivatives of AMID Predecessor and AMID which has been retrospectively changed to be consistent post-merger. Net income (loss) data remain the same.





 
 
Propane Business
 
 
Revenue
 
Cost of Sales
 
Net Income (Loss)
 
 
(in thousands)
Year Ended December 31
 
AMID Consolidated
 
AMID Predecessor
 
AMID Consolidated
 
AMID Predecessor
 
AMID Consolidated
 
AMID Predecessor
2016
 
$
141,893

 
$
140,731

 
$
49,671

 
$
48,509

 
$
(181
)
 
$
(181
)
2015
 
167,829

 
170,906

 
62,621

 
65,698

 
18,850

 
18,850

2014
 
185,526

 
199,288

 
116,924

 
130,686

 
(9,925
)
 
(9,925
)




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