American Midstream Partners, LP - FORM 8-K/A - EX-99.1 - EXHIBIT 99.1 - December 12, 2017

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EXHIBIT 99.1

Item 6. Selected Historical Financial and Operating Data

The following table presents selected historical consolidated financial and operating data for the periods and as of the dates indicated. We derived this information from our historical consolidated financial statements and accompanying notes. This information should be read together with, and is qualified in its entirety, by reference to those consolidated financial statements and notes, which for the years 2016, 2015, and 2014 begin on F-1 included in Exhibit 99.3 to our Current Report on Form 8-K filed on December 7, 2017 and dated December 6, 2017(the "Recast Form 8-K dated December 6, 2017").

On March 8, 2017 we acquired JP Energy Partners, LP ("JPE") in a unit-for-unit exchange. 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. The following selected historical financial information represent JPE’s historical cost basis financial information recast to reflect the acquisition of the Partnership at ArcLight’s historical cost basis effective April 15, 2013, the date on which ArcLight obtained control of the Partnership.

On September 1, 2017, the Partnership completed the disposition of JPE's propane marketing services business ("the Propane Business"). Through the transaction, we divested Pinnacle Propane’s 40 service locations; Pinnacle Propane Express’ cylinder exchange business and related logistic assets; and the Alliant Gas utility system. Prior to the sale, we moved the trucking business from the Propane Marketing Services segment to the Liquid Pipelines and Services segment for all periods presented. In connection with the transaction, the Partnership received $170.0 million in cash and recorded a gain on the sale of $46.5 million, net of $2.5 million transaction costs. As a result of the disposition of the Propane Business, the Partnership has classified the accounts and the results of operations of the Propane Business as discontinued operations.

For a detailed discussion of the following table, please read "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Exhibit 99.2 to our Current Report on Form 8-K/A dated December 12, 2017.


EXHIBIT 99.1


 
 
Years ended December 31,
 
 
2016 (1)
 
2015 (1)
 
2014 (1)
 
2013 (1)
 
2012 (6)
 
 
(in thousands, except per unit and operating data)
Statements of Operations Data:
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
Total operating revenue
 
$
589,026

 
$
750,304

 
$
838,949

 
$
436,021

 
$
77,717

 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
Cost of sales
 
393,351

 
567,682

 
672,948

 
331,831

 
72,520

Direct operating expenses
 
71,544

 
71,729

 
58,048

 
33,962

 
5,080

Corporate expenses
 
89,438

 
65,327

 
60,465

 
51,193

 
10,747

Depreciation, amortization and accretion
 
90,882

 
81,335

 
57,818

 
43,458

 
4,790

     Loss (gain) on sale of assets, net
 
688

 
2,860

 
4,087

 
(17
)
 
2

Loss on impairment of property, plant and equipment
 
697

 
—

 
21,344

 
8,830

 
—

Loss on impairment of goodwill
 
2,654

 
148,488

 
—

 
—

 
—

 Total operating expenses
 
649,254


937,421


874,710


469,257


93,139

Operating loss
 
(60,228
)
 
(187,117
)

(35,761
)

(33,236
)

(15,422
)
Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(21,433
)
 
(20,077
)
 
(16,497
)
 
(15,418
)
 
(3,167
)
Other income (expense)
 
254

 
1,460

 
(1,096
)
 
544

 
13

Loss on extinguishment of debt
 
—

 
—

 
(1,634
)
 
—

 
(497
)
Earnings in unconsolidated affiliates
 
40,158

 
8,201

 
348

 
—

 
—

Loss from continuing operations before income taxes
 
(41,249
)
 
(197,533
)
 
(54,640
)
 
(48,110
)
 
(19,073
)
Income tax (expense) benefit
 
(2,580
)
 
(1,885
)
 
(856
)
 
212

 
(185
)
Loss from continuing operations
 
(43,829
)
 
(199,418
)
 
(55,496
)
 
(47,898
)
 
(19,258
)
Discontinued operations:
 
 
 
 
 
 
 
 
 
 
Income (loss) from discontinued operations
 
(4,715
)
 
(423
)
 
(24,071
)
 
13,446

 
10,870

Net loss
 
(48,544
)
 
(199,841
)
 
(79,567
)
 
(34,452
)
 
(8,388
)
Net income (loss) attributable to non-controlling interests
 
2,766

 
(13
)
 
3,993

 
705

 
—

Net loss attributable to the Partnership
 
$
(51,310
)
 
$
(199,828
)
 
$
(83,560
)
 
$
(35,157
)
 
$
(8,388
)
General Partner's Interest in net loss
 
$
(233
)
 
$
(1,823
)
 
$
(398
)
 
$
(864
)
 
$
—

Limited Partners' Interest in net loss
 
$
(51,077
)
 
$
(198,005
)
 
$
(83,162
)
 
$
(34,293
)
 
$
(8,388
)
 
 
 
 
 
 
 
 
 
 
 
Limited Partners' net (loss) per common unit:
 
 
 
 
 
 
Basic and diluted:
 
 
 
 
 
 
 
 
 
 
Loss from continuing operations
 
$
(1.51
)
 
$
(4.91
)
 
$
(2.77
)
 
$
(3.21
)
 
$
(1.19
)
Income (loss) from discontinued operations
 
(0.09
)
 
(0.01
)
 
(0.52
)
 
(0.07
)
 
0.61

Net loss
 
$
(1.60
)
 
$
(4.92
)
 
$
(3.29
)
 
$
(3.28
)
 
$
(0.58
)
Weighted average number of common units outstanding:
 
 
 
 
 
 
 
 
 
 
Basic and diluted (2)
 
51,176

 
45,050

 
27,524

 
18,931

 
12,069

 
 
 
 
 
 
 
 
 
 
 


EXHIBIT 99.1

Statement of Cash Flow Data:
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in):
 
 
 
 
 
 
 
 
 
 
Operating activities
 
$
90,639

 
$
86,978

 
$
51,635

 
$
29,500

 
$
(6,990
)
Investing activities
 
(564,504
)
 
(250,769
)
 
(518,023
)
 
(115,173
)
 
(292,334
)
Financing activities
 
477,544

 
161,954

 
466,577

 
79,156

 
304,991

Other Financial Data:
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA (3)
 
$
167,190

 
$
100,721

 
$
74,286

 
$
63,707

 
$
14,559

Total segment gross margin (4)
 
223,635

 
179,856

 
153,524

 
96,809

 
5,197

Cash distribution declared per common unit
 
3.01

 
3.17

 
1.85

 
1.75

 
—

Segment gross margin:
 
 
 
 
 
 
 
 
 
 
Gathering and Processing
 
48,245

 
65,692

 
51,213

 
5,673

 
—

Liquid Pipelines and Services
 
31,556

 
26,399

 
25,038

 
5,420

 
3,465

Natural Gas Transportation Services
 
18,616

 
18,073

 
13,691

 
13,150

 
—

Offshore Pipeline and Services
 
82,346

 
33,613

 
29,089

 
36,318

 
—

Terminalling Services
 
42,872

 
36,079

 
34,493

 
36,248

 
1,732

Balance Sheet Data (at period end):
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
5,666

 
$
1,987

 
$
3,824

 
$
3,627

 
$
10,099

Accounts receivable and unbilled revenue
 
67,625

 
61,016

 
116,676

 
129,724

 
59,721

Property, plant and equipment, net
 
1,066,608

 
981,321

 
887,045

 
537,304

 
103,954

Total assets
 
2,349,321

 
1,751,889

 
1,865,210

 
1,292,695

 
562,124

Current portion of long-term debt
 
5,438

 
2,758

 
3,141

 
3,141

 
2,694

Long-term debt
 
1,235,538

 
687,100

 
456,965

 
314,764

 
164,429

Operating Data:
 
 
 
 
 
 
 
 
 
 
Gas Gathering and Processing Services:
 
 
 
 
 
 
 
 
 
 
Average throughput (MMcf/d)
 
220.6

 
240.0

 
155.8

 
129.5

 
—

Average plant inlet volume (MMcf/d) (5)
 
102.1

 
120.9

 
89.1

 
125.7

 
—

Average gross NGL production (Mgal/d) (5)
 
192.9

 
231.1

 
64.2

 
50.4

 
—

Average gross condensate production (Mgal/d) (5)
 
82.9

 
97.1

 
70.8

 
45.5

 
—

Liquid Pipelines and Services:
 
 
 
 
 
 
 
 
 
 
     Average throughput Pipeline (Bbl/d)
 
32,257

 
34,946

 
20,868

 
13,738

 
—

     Average throughput Truck (Bbl/d)
 
1,628

 
—

 
—

 
—

 
—

Natural Gas Transportation Services:
 
 
 
 
 
 
 
 
 
 
Average throughput (MMcf/d)
 
389.9

 
364.1

 
373.3

 
364.9

 
—

Average firm transportation - capacity reservation (MMcf/d)
 
634.7

 
637.2

 
567.9

 
592.5

 
—

Average interruptible transportation - throughput (MMcf/d)
 
65.3

 
70.2

 
65.3

 
106.4

 
—

Offshore Pipelines and Services:
 
 
 
 
 
 
 
 
 
 
     Average throughput (MMcf/d)
 
466.4

 
442.8

 
524.6

 
498.9

 
—

Average gross condensate production (Mgal/d) (5)
 
3.6

 
2.7

 
4.4

 
1.2

 
—

Average firm transportation - capacity reservation (MMcf/d)
 
53.4

 
16.6

 
10.0

 
—

 
—

Average interruptible transportation - throughput (MMcf/d)
 
288.7

 
340.1

 
403.7

 
361.6

 
—



EXHIBIT 99.1

Terminalling Services:
 
 
 
 
 
 
 
 
 
 
 Storage Capacity (Bbls)
 
5,011,133

 
4,487,542

 
4,247,058

 
4,114,792

 
3,000,000

 Design Capacity (Bbls)
 
5,173,717

 
4,688,950

 
4,363,817

 
4,165,600

 
3,000,000

 Storage utilization
 
96.9
%
 
95.7
%
 
97.3
%
 
99.0
%
 
100.0
%
Terminalling and Storage throughput (Bbls/d)
 
56,741

 
62,075

 
63,859

 
69,071

 
57,143


(1)
The following transactions affect comparability between years: i) in October 2016 and April 2016 we acquired 6.2% and 1% non-operated interests in Delta House Class A Units,which we account for as equity method investments and are included in our Offshore Pipelines and Services segment; ii) in April 2016, we acquired membership interests in Destin (49.7%), Tri-States (16.7%), Okeanos (66.7%), and Wilprise (25.3%), which we account for as equity method investments and are included in our Liquid Pipelines and Services and Offshore Pipelines and Services segments; iii) in April 2016 we acquired a 60% interest in American Panther which we consolidate for financial reporting purposes and is included in our Offshore Pipelines and Services segment; iv) in September 2015, we acquired a non-operated 12.9% indirect interest in Delta House Class A Units, which we account for as an equity method investment and is included in our Offshore Pipelines and Services segment; v) in October 2014 and January 2014, we acquired the Costar and Lavaca systems, respectively, both of which are included in our Gas Gathering and Processing Services segment; vi) in June 2014, we completed the sale of our crude oil logistics operations which was included in our Liquids Pipelines and Services segment; vii) in December 2013, we acquired Blackwater, which is included in our Terminals segment; and viii) in April 2013, we acquired the High Point System, which is included in Transmission segment.
(2)
Includes unvested phantom units with distribution equivalent rights ("DERs"), which are considered participating securities, of 200,000 at December 31, 2016 and 2015.
(3)
For a definition of Adjusted EBITDA and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP and a discussion of how we use Adjusted EBITDA to evaluate our operating performance, please read "Item 7. Management's Discussion and Analysis — How We Evaluate Our Operations" included in Exhibit 99.2 to our Current Report on Form 8-K/A dated December 12, 2017.
(4)
For a definition of Total segment gross margin and a reconciliation to its most directly comparable financial measure calculated and presented in accordance with GAAP and a discussion of how we use Total segment gross margin to evaluate our operating performance, please read "Item 7. Management's Discussion and Analysis — How We Evaluate Our Operations" included in Exhibit 99.2 to our Current Report on Form 8-K/A dated December 12, 2017 .
(5)
Excludes volumes and gross production under our elective processing arrangements. For a description of our elective processing arrangements, please read "Item 7. Management's Discussion and Analysis — Our Operations - Gathering and Processing Segment" included in Exhibit 99.2 to our Current Report on Form 8-K/A dated December 12, 2017.
(6)
The 2012 selected financial data represents JPE financial activity only, given the common control was April 15, 2013; as mentioned above.


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