UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to
Current Report on
FORM 8-K/A
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 2015
 
AMERICAN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)

	

Delaware	 	001-35257	 	27-0855785	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
 	 	
1400 16th Street, Suite 310
Denver, Colorado	 	80202	
(Address of principal executive offices)	 	(Zip Code)	

Registrant’s telephone number, including area code: (720) 457-6060
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

		
¨
	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

		
¨
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

		
¨
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

		
¨
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Explanatory Note

On September 21, 2015, American Midstream Partners, LP (the "Partnership") filed a Current Report on Form 8-K (the "Original Filing") in connection with the completion of the acquisition of a 26.33% interest in Pinto Offshore Holdings, LLC ("Pinto") from Toga Offshore, LLC, an affiliate of ArcLight Capital Partners, LLC ("ArcLight") on September 18, 2015. Pinto owns (i) approximately 49% of the limited liability company interests of Delta House FPS LLC and (ii) approximately 49% of the limited liability company interests of Delta House Oil and Gas Lateral LLC, which respectively own the Delta House floating production system and related pipeline infrastructure (collectively referred to as "Delta House").  As a result, the Partnership owns a minority interest in Pinto, which in turn owns a minority interest in Delta House FPS LLC and Delta House Oil & Gas Lateral LLC. Pursuant to the limited liability company agreement of Pinto, we have no management control or authority over the day-to-day operations of Pinto.

The Partnership is filing this Amendment No. 1 to the Current Report on Form 8-K/A to provide certain audited and unaudited financial statements of Delta House and unaudited pro forma consolidated financial statements of the Partnership, each as required by Item 9.01(a) and Item 9.01(b) of Form 8-K. This information was not included in the the Original Filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired

The financial statements of Delta House FPS LLC as of June 30, 2015 and for the six months ended June 30, 2015 and 2014 (unaudited) and as of December 31, 2014 and 2013 and for the years then ended (audited), including the notes thereto, are filed herewith as Exhibit 99.2. The financial statements of Delta House Oil & Gas Lateral LLC as of June 30, 2015 and for the six months ended June 30, 2015 and 2014 (unaudited) and as of December 31, 2014 and 2013 and for the years then ended (audited), including the notes thereto, are filed herewith as Exhibit 99.3.

(b) Pro forma financial information

The unaudited pro forma condensed consolidated financial statements of American Midstream Partners, LP as of June 30, 2015 and for the six months ended June 30, 2015 and for the year ended December 31, 2014, including the notes thereto, are filed herewith as Exhibit 99.4.

(d) Exhibits

			
Exhibit No.	 	Description	
23.1	 	Consent of Independent Auditor - BDO USA, LLP	
23.2	 	Consent of Independent Auditor - UHY LLP	
99.1	*	Press Release regarding the Delta House Transaction dated September 21, 2015 (filed as Exhibit 99.1 to the Original Filing).	
99.2	 	Delta House FPS, LLC Financial Statements as of June 30, 2015, and for the six months ended June 30, 2015 and 2014 (unaudited) and as of December 31, 2014 and 2013 and for the years then ended (audited), including the notes thereto.	
99.3	 	Delta House Oil and Gas Lateral, LLC Financial Statements as of June 30, 2015 and for the six months ended June 30, 2015 and 2014 (unaudited) and as of December 31, 2014 and 2013 and for the years then ended (audited), including the notes thereto.
	
99.4	 	Unaudited Pro Forma Condensed Consolidated Financial Statements of American Midstream Partners, LP as of June 30, 2015 and for the six months ended June 30, 2015 and for the year ended December 31, 2014, including the notes thereto.	

* Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	
					
 	 	American Midstream Partners, LP	
 	 	
 	 	By: American Midstream GP, LLC,	
 	 	its General Partner	
 	 	 	
Date: October 23, 2015	 	By:	 	/s/ Daniel C. Campbell	
 	 	Name:	 	Daniel C. Campbell	
 	 	Title:	 	Senior Vice President and Chief Financial Officer	

Exhibit 22.1

CONSENT OF INDEPENDENT AUDITOR

American Midstream Partners, LP
Denver, Colorado

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-198888, 333-201434 and 333-201436) and Form S-8 (File Nos. 333-176438 and 333-183290) of American Midstream Partners, LP of our reports dated March 31, 2015, except for the Restatement in Note 2 which is as of October 23, 2015, relating to the financial statements of Delta House FPS, LLC and Delta House Oil and Gas Lateral, LLC as of and for the year ended December 31, 2014, which appear in this Amendment No.1 to the Current Report on Form 8-K/A.

/s/ BDO USA, LLP
Houston, Texas
October 23, 2015

Exhibit 22.2

CONSENT OF INDEPENDENT AUDITOR

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-198888, 333-201434 and 333-201436) and Form S-8 (File Nos. 333-176438 and 333-183290) of American Midstream Partners, LP of our reports dated March 31, 2014 with respect to the financial statements of Delta House FPS, LLC and Delta House Oil and Gas Lateral, LLC as of and for the year ended December 31, 2013, which appear in this Current Report on Form 8-K/A filed by American Midstream Partners, LP on or about October 23, 2015.

/s/ UHY LLP
Farmington Hills, Michigan
October 23, 2015

Exhibit 99.2

DELTA HOUSE FPS, LLC
INDEX TO FINANCIAL STATEMENTS

	
		
 	Page	
Independent Auditor's Report - BDO USA, LLP	2	
Independent Auditor's Report - UHY LLP	3	
Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014 (restated) and 2013 (audited)	4	
Statements of Operations for the six months ended June 30, 2015 and 2014 (unaudited) and the years ended December 31, 2014 and 2013 (audited)	5	
Statements of Members’ Equity for the six months ended June 30, 2015 (unaudited) and the years ended December 31, 2014 and 2013 (audited)	6	
Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited) and the years ended December 31, 2014 (restated) and 2013 (audited)	7	
Notes to the financial statements	8	

1

Exhibit 99.2

Independent Auditor’s Report

To the Members of
Delta House FPS, LLC
Houston, Texas

We have audited the accompanying financial statements of Delta House FPS, LLC, which comprise the balance sheet as of December 31, 2014, and the related statements of operations, members’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.  Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Delta House FPS, LLC as of December 31, 2014 and the results of its operations and its cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter
As discussed in Note 2 to the financial statements, the 2014 financial statements have been restated to correct misstatements. Our opinion is not modified with respect to this matter.

/s/ BDO USA, LLP
Houston, Texas

March 31, 2015 (except for the Restatement in Note 2 which is as of October 23, 2015)

2

Exhibit 99.2

Independent Auditor’s Report

To the Members of
Delta House FPS, LLC
Houston, Texas

We have audited the accompanying financial statements of Delta House FPS, LLC (the “Company”), which comprise the balance sheet as of December 31, 2013, and the related statements of operations, members’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.  Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Delta House FPS, LLC as of December 31, 2013, and the results of its operations and its cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America.

/s/ UHY LLP

Houston, Texas
March 31, 2014

3

Exhibit 99.2

DELTA HOUSE FPS, LLC
BALANCE SHEETS
(in thousands)

															
 	 	 	 	June 30,	 	December 31,	
 	 	 	 	2015	 	2014	 	2013	
 	 	 	 	(unaudited)	 	(restated)	 	 	
ASSETS:	 	 	 	 	 	
 	Current assets	 	 	 	 	 	
 	 	Cash and cash equivalents	$	361		 	$	2,314		 	$	21,045		
 	 	Restricted cash	5,823		 	5,325		 	—		
 	 	Accounts receivable	35,814		 	47		 	—		
 	 	Prepaid expenses	479		 	—		 	—		
 	 	 	Total current assets	42,477		 	7,686		 	21,045		
 	 	 	 	 	 	 	
 	 	Property and equipment, net	668,426		 	611,075		 	386,292		
 	 	Derivative asset, long-term	89		 	841		 	—		
 	 	Debt acquisition costs, net	12,830		 	13,789		 	—		
 	 	  Total assets	$	723,822		 	$	633,391		 	$	407,337		
 	 	 	 	 	 	
LIABILITIES AND MEMBERS' EQUITY:	 	 	 	 	 	
 	Current liabilities	 	 	 	 	 	
 	 	Accounts payable and accrued liabilities	$	894		 	$	8,049		 	$	25,727		
 	 	Accounts payable and accrued liabilities - affiliates	24		 	674		 	1,210		
 	 	Derivative liability	1,903		 	2,196		 	—		
 	 	Short-term debt	480		 	—		 	—		
 	 	Current portion of long-term debt	85,915		 	27,760		 	—		
 	 	 	Total current liabilities	89,216		 	38,679		 	26,937		
 	 	 	 	 	 	 	 	 	
 	 	Long-term debt	247,085		 	305,240		 	—		
 	 	Deferred revenue	26,789		 	—		 	—		
 	 	Asset retirement obligations	21,107		 	—		 	—		
 	 	 	Total liabilities	384,197		 	343,919		 	26,937		
 	Commitments and contingencies, Note 7	 	 	 	 	 	
 	 	 	 	 	 	 	
 	Members' equity	339,625		 	289,472		 	380,400		
 	 	 	Total liabilities and members' equity	$	723,822		 	$	633,391		 	$	407,337		
               
The accompanying notes are an integral part of these financial statements.

4

Exhibit 99.2

  DELTA HOUSE FPS, LLC
STATEMENTS OF OPERATIONS
(in thousands)

	
																	
 	 	Six Months ended June 30,	 	Years ended December 31,	
 	 	2015	 	2014	 	2014	 	2013	
 	 	(unaudited)	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Operating revenue	$	13,771		 	$	—		 	$	—		 	$	—		
 	 	 	 	 	 	 	 	 	
Operating costs and expenses:	 	 	 	 	 	 	 	
 	General and administrative expenses	482		 	46		 	47		 	66		
 	Accretion of asset retirement obligation	175		 	—		 	—		 	—		
 	Depreciation and amortization	1,398		 	—		 	—		 	—		
 	     Total operating expenses	2,055		 	46		 	47		 	66		
 	 	 	 	 	 	 	 	
 	  Income (loss) from operations	11,716		 	(46	)	 	(47	)	 	(66	)	
 	 	 	 	 	 	 	 	 	
 	Other expense:	 	 	 	 	 	 	 	
 	 Interest expense	3,601		 	—		 	—		 	—		
 	 Realized loss on commodity derivatives	459		 	—		 	1,355		 	—		
 	   Total other expense	4,060			—		 	1,355		 	—		
 	Net income (loss)	$	7,656		 	$	(46	)	 	$	(1,402	)	 	$	(66	)	

The accompanying notes are an integral part of these financial statements.

5

Exhibit 99.2

 
DELTA HOUSE FPS, LLC
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
(in thousands)

	
																																
 	 	Class A	 	Class B	 	Class C	 	Class D	 	Retained Earnings (Deficit)	Members' Equity	
 	 	Units	Amount	 	Units	Amount	 	Units	Amount	 	Units	Amount	 			
Balance at December 31, 2012	92,164		$	92,164		 	—		$	—		 	—		$	—		 	—		$	—		 	$	(2,900	)	$	89,264		
 	Units issued	291,199		291,199		 	—		—		 	—		—		 	3		3		 	—		291,202		
 	Net loss	—		—		 	—		—		 	—		—		 	—		—		 	(66	)	(66	)	
Balance at December 31, 2013	383,363		383,363		 	—		—		 	—		—		 	3		3		 	(2,966	)	380,400		
 	Units issued	186,386		186,386		 	6,466		6,466		 	—		—		 	—		—		 	—		192,852		
 	Distributions	—		(282,378	)	 	—		—		 	—		—		 	—		—		 	—		(282,378	)	
 	Net loss	—		—		 	—		—		 	—		—		 	—		—		 	(1,402	)	(1,402	)	
Balance at December 31, 2014	569,749		287,371		 	6,466		6,466		 	—		—		 	3		3		 	(4,368	)	289,472		
 	Units issued	6,855		6,855		 	35,642		35,642		 	—		—		 	—		—		 	—		42,497		
 	Net income	—		—		 	—		—		 	—		—		 	—		—		 	7,656		7,656		
Balance at June 30, 2015 (unaudited)	576,604	$	294,226		 	42,108		$	42,108		 	—		$	—		 	3		$	3		 	$	3,288		$	339,625		

The accompanying notes are an integral part of these financial statements.

6

Exhibit 99.2

 
DELTA HOUSE FPS, LLC
STATEMENTS OF CASH FLOWS
(in thousands)

																		
 	 	 	Six months ended June 30,	 	Years ended December 31,	
 	 	 	2015	 	2014	 	2014	 	2013	
 	 	 	(unaudited)	 	(restated)	 	 	
Cash flows from operating activities	 	 	 	 	 	 	 	
 	Net income (loss)	$	7,656		 	$	(46	)	 	$	(1,402	)	 	$	(66	)	
 	Adjustments to reconcile net cash provided by operating activities:	 	 	 	 	 	 	 	
 	 	Depreciation and amortization	1,398		 	—		 	—		 	—		
 	 	Accretion of asset retirement obligation	175		 	—		 	—		 	—		
 	 	Amortization of deferred loan costs	415		 	—		 	—		 	—		
 	 	Changes in fair value of derivatives	459		 	—		 	1,355		 	—		
 	Changes in assets and liabilities:	 	 	 	 	 	 	—		
 	 	Accounts receivable	(35,767	)	 	(46	)	 	(47	)	 	—		
 	 	Accounts payable and other current liabilities	20		 	—		 	—		 	—		
 	 	Prepaid expenses	(479	)	 	—		 	—		 	—		
 	 	Deferred revenue	26,789		 	—		 	—		 	—		
 	 	  Net cash provided by (used in) operating activities	666		 	(92	)	 	(94	)	 	(66	)	
Cash flows from investing activities:	 	 	 	 	 	 	 	
 	Change in restricted cash	(498	)	 	(6,432	)	 	(5,325	)	 	—		
 	Additions to property and equipment	(45,061	)	 	(152,027	)	 	(241,840	)	 	(290,772	)	
 	 	Net cash flows used in investing activities	(45,559	)	 	(158,459	)	 	(247,165	)	 	(290,772	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	
 	Issuance of equity units	42,497		 	145,608		 	192,852		 	291,202		
 	Debt borrowing	480		 	295,550		 	333,000		 	—		
 	Distributions	—		 	(282,378	)	 	(282,378	)	 	—		
 	Debt acquisition costs	(37	)	 	(13,248	)	 	(14,946	)	 	—		
 	 	Net cash flows provided by financing activities	42,940		 	145,532		 	228,528		 	291,202		
 	 	Net change in cash and cash equivalents	(1,953	)	 	(13,019	)	 	(18,731	)	 	364		
Cash and cash equivalents at beginning of period	2,314		 	21,045		 	21,045		 	20,681		
Cash and cash equivalents at end of period	$	361		 	$	8,026		 	$	2,314		 	$	21,045		
 	 	 	 	 	 	 	 	 	 	
Supplemental cash flow disclosures	 	 	 	 	 	 	 	
 	 	Interest paid	$	5,832		 	$	—		 	$	6,410		 	$	—		
Non-Cash Investing Activities	 	 	 	 	 	 	 	
 	 	Asset retirement obligations	$	20,932		 	$	—		 	$	—		 	$	—		
 	 	Capitalized expenditures financed by accounts payable and accrued liabilities	$	7,785		 	$	5,861		 	$	18,213		 	$	3,407		
 	 	Interest capitalized (including capitalized amortization of debt acquisitions costs of $582, $0, $1,156 and $0, respectively)	$	4,554		 	$	70		 	$	7,566		 	$	—		
      
The accompanying notes are an integral part of these financial statements.

7

Exhibit 99.2

DELTA HOUSE FPS, LLC
NOTES TO FINANCIAL STATEMENTS

1. Organization and Nature of Operations

Delta House FPS, LLC (the “Company”) was formed in the state of Delaware as a limited liability company on October 18, 2012. The Company is to continue in existence until it is dissolved and terminated by the members of the Company in accordance with the provisions of the Limited Liability Agreement (the “LLC Agreement” or “Operating Agreement”). The Company was formed to finance, design, construct, and own and operate a floating production system (“Base FPS”) for use in the Gulf of Mexico. The planned capacity of the Base FPS is 80,000 bbl per day of oil, 40,000 bbl per day of water and 300 MMCF per day of natural gas.

The Base FPS became operational during April 2015.

On December 6, 2012, the Company entered into a processing agreement with the producers (the “Producers”) of the Marmalard, Neidermeyer and SOB 2 prospects (the “Anchor Prospects”), Blue Wing Olive, Malachite and SOB III prospects (“Secondary Prospects”) and Otis and Odd Job prospects (“Additional Priority Prospects”) in the Gulf of Mexico for the use of the Company’s Base FPS.  The Producers have agreed to pay the Company a production handling fee based on the oil, gas and condensate produced from the Anchor Prospects.  It is expected that production from other prospects near the Anchor Prospects also may be processed through the facility in the future.  In the event of a suspension of production, the Producers are contractually obligated to pay a suspension fee as defined in the processing agreement.  The Producers will also pay a decommissioning fee on the production processed through the facility, which will be used to fund the decommissioning and abandonment costs of the Base FPS.

Profits and losses are allocated to the members in proportion to their equity percentage interests with certain restrictions dictated by specific terms under the LLC Agreement.

2. Summary of Significant Accounting Policies

Basis of Presentation for interim financial information

These unaudited financial statements as of June 30, 2015 and for the six months ended June 30 2015 and 2014 have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of financial position and results of operations for the respective interim periods. The financial results for the six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2015.

Amounts in these footnotes are presented in thousands, unless otherwise identified.

Recent Accounting Pronouncements

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, including interim periods therein, and is applied retrospectively. Early adoption is permitted for financial statements that have not been previously issued. At June 30, 2015, the Company had approximately $12,829 of deferred financing costs, which would be reclassified as a reduction of long-term debt under the updated guidance.

The FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which amends the existing accounting standards for revenue recognition.  ASU 2014-09 is based on principles that “an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.”  In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.  ASU 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016; however, in July 2015, the FASB issued ASU 2015-14 which allowed for a one-year deferral of the effective date as well as providing the option to early adopt the standard on the original effective date.  Accordingly, the Company may adopt the standard in either its first quarter of fiscal year 2018 or 2019.  The new standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of date of adoption.  The Company is currently evaluating the impact of the adoption of this ASU on its financial statements.

8

Exhibit 99.2

Cash and Cash Equivalents

Cash and cash equivalents represent cash and short-term, highly liquid investments with original maturities of three months or less.

Restricted Cash

The Company is required under the terms of its credit agreement to maintain restricted cash deposits for construction, revenue receipts, debt service, decommissioning, operating expenses, and loss proceeds.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, accounts payable, debt and derivatives. The carrying amounts of the financial instruments approximate fair value due to the short term nature of those instruments or market rates of interest.

Property and Equipment

Property and equipment are recorded at cost. Betterments are capitalized. Repair and maintenance costs are expensed as incurred. The Base FPS went into operation on April 18, 2015. Property and equipment consisted of the following:

															
 	 	 	 	June 30,	 	December 31,	
 	 	Useful Life (Years)	 	2015	 	2014	 	2013	
 	 	 	 	 	 	 	 	 	
Floating production system	 	40	 	$	669,824		 	$	—		 	$	—		
Accumulated depreciation	 	 	 	(1,398	)	 	—		 	—		
Property and equipment, net	 	 	 	668,426		 	—		 	—		
Construction-in-progress	 	 	 	—		 	611,075		 	386,292		
  Total property and equipment, net	 	 	 	$	668,426		 	$	611,075		 	$	386,292		

Construction in-progress consists of capitalized costs incurred in association with the acquisition and construction of the Base FPS.

The Company capitalizes interest on expenditures incurred for the construction of the floating production platform until the time construction is completed and the asset is ready for its intended use. During the six months ended June 30, 2015 and 2014 and the years ended December 31, 2014 and 2013, the Company capitalized interest of $4,554, $70, $7,566 and $0, respectively.

Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, net of salvage value. Depreciation expense for the six months ended June 30, 2015 was approximately $1,398. Since the platform had not been placed in service as of December 31, 2014, no depreciation expense was recognized during the years ended December 31, 2014 or 2013.

An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and measured as the difference between the carrying amount and fair value of the asset. The Company records impairment losses on long-lived assets when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows to be generated by those assets are less than the carrying amounts of those assets.

Asset retirement obligation

The fair value of a liability for an asset retirement obligation (“ARO”) is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The costs associated with the asset retirement obligation are capitalized as part of the carrying amount of the related long-lived asset. During the six months ended June 30, 2015, the Company recorded an ARO for the dismantlement of the Base FPS of approximately $20,932.

9

Exhibit 99.2

The following table provides the changes in the ARO liability for the six months ended June 30, 2015 (unaudited):

					
Balance at January 1, 2015	 	$	—		
Liabilities incurred in the current period	 	20,932		
Accretion	 	175		
Balance at June 30, 2015	 	$	21,107		

Revenue Recognition

The Producers will pay the Company a production handling fee per barrel of oil equivalent (“BOE”), which is tiered and will decrease throughout the term of the contact based on delivery of specific levels of production to the FPS, a suspension fee if targeted capacity levels are not met, and a decommissioning fee, which will be used to fund the decommissioning and abandonment of the Base FPS. All costs relating to the operation of the facility will be charged to the Producers with the exception of certain excluded costs.

As a result of the tiered fee structure, the Company recognizes revenue from the production handling agreement based on the estimated average production handling fee and the production handled during the period from each prospect. The estimated average production handling fee is determined as the estimated remaining expected fees divided by the estimated future production (risk rated proved, probable and possible reserves) from the Prospects.

Production handling fees billed in excess of revenue recognized are recorded as deferred revenue. At June 30, 2015, deferred revenue was approximately $26,789.

The Company bills the Producers a suspension fee when a "suspension event" occurs. A suspension event is considered to occur: a) if first commercial production did not occur by August 1, 2015, b) if production from all Anchor prospects is not delivered by August 1, 2015, or c) if prior to FPS owner payout and on a rolling 30 day production from any Anchor prospect ceases or is suspended for a period of at least 336 hours and the total processing fees for that month for all production, including any production from third party prospects, delivered to the FPS are less than the suspension fee. The suspension fee paid by the Producers of the prospects is determined as one-twelfth of 8 percent of the amount required to achieve FPS owner payout.

The Company invoices the Producers a decommissioning fee for each BOE processed. The decommissioning fee per BOE processed is determined based on the estimated future decommissioning costs for the FPS Base and the estimated future production. Amounts billed to Producers during the six months ended June 30, 2015 was not material.

Operating Costs

The Base FPS is operated by LLOG Exploration Offshore, LLC (“Base Operator”) on behalf of the Producers (See Note 6). With the exception of certain excluded costs, the Base Operator initially pays and discharges all necessary and reasonable costs incurred in connection with the performance, operation, repair and maintenance activities of the Base FPS.  The Base Operator receives reimbursements of costs incurred from the Producers under Production Handling and Floating Production System Use Agreements (“Production Agreements”) (See Note 6). The Base Operator allocates the Base FPS costs and related overhead among the producers in accordance with the applicable provisions of the Production Agreements.

Use of Estimates

When preparing financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and assumptions are based on information available at the time such estimates and assumptions are made. Adjustments made with respect to the use of these estimates and assumptions often relate to information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates and assumptions are used in, among other things i) developing fair value estimates, including assumptions for future cash flows and discount rates, ii) analyzing long-lived assets for possible impairment, iii) estimating the useful lives of assets, iv) asset retirement obligations and v) determining the estimated average handling fee for revenue recognition purposes. Actual results could differ materially from estimated amounts.

10

Exhibit 99.2

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, restricted cash, accounts receivable and derivative instruments. Cash and cash equivalents and restricted cash include investments in money market securities and securities backed by the U.S. government. The Company’s cash accounts, which at times exceed federally insured limits, are held by major financial institutions. The Company believes that no significant concentration of credit risk exists with respect to cash investments or its derivative instruments.

The Company has concentrations of credit risk from its sources of revenue and accounts receivable due to the limited geographic area in which the Company operates and its single revenue generating asset. The Base FPS, which is located in the Gulf of Mexico, provides processing capacity that links producers of oil, natural gas, liquids, and condensate to onshore markets in the region.

Allowance for Doubtful Accounts

The Company reviews the collectability of trade accounts receivable on a periodic basis. Changes in the allowance are reported as a provision for doubtful accounts in the consolidated statement of operations. The Company had no allowance for doubtful accounts as of June 30, 2015 or December 31, 2014.

Debt Issuance Costs

The Company incurred debt issuance costs of $14,983 in connection with the Credit Facility entered into on June 20, 2014. Debt issuance costs are capitalized and amortized over the term of the related debt. Amortization related to debt issuance costs totaled approximately $997 and $1,156 for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively. Amortization of debt issuance costs for the six months ended June 30, 2014 was insignificant. Amortization of debt issuance costs is included in interest expense.

Income Taxes

The Company files its federal income tax return as a limited liability corporation under the Internal Revenue Code. In lieu of corporate income taxes, the members of the Company are taxed on their proportionate share of the Company’s taxable income. Accordingly, no provision or liability has been recognized for federal income tax purposes in the accompanying financial statements, as taxes are the responsibility of the individual members of the Company.

The Base FPS operates in federal waters in the Gulf of Mexico and is therefore not subject to state income tax.

Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. The Company includes tax related interest and penalties in income tax expense. The Company had no uncertain tax positions as of June 30, 2015 or as of December 31, 2014 and 2013. During the six months ended June 30, 2015 and 2014 and the years ended December 31, 2014 and 2013, the Company did not incur any income tax related interest or penalties.

None of the Company’s federal income tax returns are currently under examination by the Internal Revenue Service (“IRS”). However, fiscal years 2012 and later remain subject to examination by the IRS.

Derivative Financial Instruments

Financial derivatives are used as part of the Company’s overall risk management strategy in order to reduce the effects of interest rate fluctuations on its variable interest debt.

The Company has not designated any of its derivative contracts as accounting hedges, and therefore, all of the derivative instruments being marked-to-market on the balance sheet with changes in fair value recorded in the results of operations. There were no derivative contracts in place during the six months ended June 30, 2014.

Although the counterparties provide no collateral, the derivative agreements with each counterparty allow the Company, so long as it is not a defaulting party, after a default or the occurrence of a termination event, to set-off an unpaid derivative agreement receivable against the interest of the counterparty in any outstanding balance under the credit facility. If a counterparty were to default in payment of an obligation under the derivative agreements, the Company could be exposed to interest rate fluctuations.

11

Exhibit 99.2

Restatement

The Company identified certain misstatements related to previously reported amounts as of December 31, 2014. The misstatements related to; a) the incorrect classification of cash and cash equivalents and restricted cash and b) the incorrect classification of a portion of long-term debt. The Company has adjusted the amount of cash, restricted cash and the current and long-term portion of debt from those previously reported as summarized below:

									
 	 	As Previously Reported	 	As Adjusted	
Cash and cash equivalents	 	$	7,639		 	$	2,314		
Restricted cash	 	—		 	5,325		
Current portion of long-term debt	 	—		 	27,760		
Long-term debt	 	333,000		 	305,240		

There was no impact on the statement of operations or members’ equity for the year ended December 31, 2014 related to these misstatements. The impact of these misstatements in the statement of cash flows was to increase cash used from investing activities by $5,325 for the year ended December 31, 2014.

3. Debt

On June 20, 2014, the Company entered into a $400 million credit facility with a consortium of banks to issue term construction loans of $333 million with a maturity date of June 20, 2021 and issue letters of credit of $67 million supporting the Company’s debt service reserve obligations.  The outstanding balance of the term loans as of June 30, 2015 and December 31, 2014 was $333 million.  The credit facility bears interest at the applicable London Interbank Offered Rate plus a margin of 3.25% for the first three years, 3.5% for the next three years, and 3.75% for the years thereafter, or an alternate margin is computed based on the Prime Loan Rate plus applicable margins of 2.25% for the first three years, 2.5% for the next three years, and 2.75% thereafter. As of June 30, 2015 and December 31, 2014, the Company’s interest rate was 3.44% and 3.42%, respectively.

The credit facility requires mandatory repayments beginning on the conversion date which occurs when each of the following conditions are met: (i) final completion of the platform has occurred (ii) all project costs have been paid in full, and (iii) all material governmental authorizations have been obtained. The mandatory repayment schedule requires four payments per year through the maturity date of the credit facility.

The credit facility is secured by mortgages on the Company’s Base FPS.

The Company must comply with various restrictive covenants in the credit agreement.  These covenants include, among others: maintenance of insurance, obtaining interest rate protection agreements, performance under the project documents, limitations on additional indebtedness, and restrictions on the declaration or payment of dividends.  As of June 30, 2015, the Company was in compliance with all of the restrictive covenants.

The future maturities under the credit facility as of December 31, 2014 were as follows:

					
Year ending December 31,	 	 	
2015	 	$	27,760		
2016	 	118,966		
2017	 	84,132		
2018	 	40,237		
Thereafter	 	61,905		
 	 	$	333,000		

During the six months ended June 30, 2015, the Company entered into a short-term note to finance its excess liability insurance policy. The note has an 11-month term and an annual percentage rate of 3.49%. The aggregate balance of the note at June 30, 2015 was approximately $480.

12

Exhibit 99.2

4. Derivative Instruments

The Company is exposed to interest rate risk through its long-term borrowings which are variable interest rate instruments. In July 2014, the Company entered into interest rate swap contracts expiring through November 2018 under which the Company agreed to pay an amount equal to a specified fixed rate of interest times a notional principal amount, and to receive in return an amount equal to a specified variable rate of interest times the same notional principal amount.

The Company’s interest rate swaps at June 30, 2015 (unaudited) and December 31, 2014, and related fair values, is as follows:

											
Fair Value Interest Rate Swaps at June 30, 2015 (in thousands)	
Period	 	Notional Amount	 	Contract Rate	 	Fair Value	
1/15 - 11/18	 	$	156,094		 	1.266%	 	$	(1,134	)	
1/15 - 11/18	 	93,656		 	1.266%	 	(680	)	
  Total	 	$	249,750		 	 	 	$	(1,814	)	

	
											
Fair Value Interest Rate Swaps at December 31, 2014 (in thousands)	
Period	 	Notional Amount	 	Contract Rate	 	Fair Value	
1/15 - 11/18	 	$	156,094		 	1.266%	 	$	(843	)	
1/15 - 11/18	 	93,656		 	1.266%	 	(512	)	
  Total	 	$	249,750		 	 	 	$	(1,355	)	

The following table summarizes the fair values of the interest rate swaps, on a gross basis, at June 30, 2015 (unaudited) and December 31, 2014 and identifies the balance sheet location of these assets and liabilities:

																	
Derivatives not designated as hedging instruments under ASC 815:	 	 	
 	 	Asset Derivatives	 	Liability Derivatives	 	 	
 	 	Balance Sheet Location	 	Fair Value	 	Balance Sheet Location	 	Fair Value	 	Total Asset
(Liability)	
As of June 30, 2015	 	Current Asset	 	$	—		 	Current Liability	 	$	(1,903	)	 	$	(1,903	)	
 	 	Non-Current Asset	 	89		 	Non-Current Liability	 	—		 	89		
Total	 	 	 	$	89		 	 	 	$	(1,903	)	 	$	(1,814	)	
 	 	 	 	 	 	 	 	 	 	 	
As of December 31, 2014	 	Current Asset	 	$	—		 	Current Liability	 	$	(2,196	)	 	$	(2,196	)	
 	 	Non-Current Asset	 	841		 	Non-Current Liability	 	—		 	841		
Total	 	 	 	$	841		 	 	 	$	(2,196	)	 	$	(1,355	)	

For the six months ended June 30, 2015 and the year ended December 31, 2014, the Company recognized an unrealized loss on derivatives of approximately $459 and $1,355, respectively, which is included in loss on derivatives in the Company’s statement of operations.

5. Fair Value Measurements

Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The Company utilizes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1 -	Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.	
		
Level 2 -	Observable prices that are based on inputs not quoted on active markets, but corroborated by market data .	

13

Exhibit 99.2

Level 3 -	Unobservable inputs are used when little or no market data is available.  The fair value hierarchy gives the lowest priority to Level 3 inputs.	

The following table sets forth, by the fair value hierarchy, the Company’s financial assets and liabilities that are accounted for at fair value on a recurring basis as of June 30, 2015 (unaudited) and December 31, 2014.

																
 	Market Prices for Identical Items (Level 1)	 	Significant Other Observable Inputs (Level 2)	 	Significant unobservable Inputs (Level 3)	 	Total	
At June 30, 2015	 	 	 	 	 	 	 	
Liabilities	 	 	 	 	 	 	 	
   Interest Rate Swap	$	—		 	$	1,814		 	$	—		 	$	1,814		
 	 	 	 	 	 	 	 	
At December 31, 2014	 	 	 	 	 	 	 	
Liabilities	 	 	 	 	 	 	 	
   Interest Rate Swap	$	—		 	$	1,355		 	$	—		 	$	1,355		

6. Related Party Transactions

Production Handling and Floating Production System Use Agreements

The Company entered into separate Production Agreements with the Producers of the Anchor Prospects. The agreements are effective for an initial term of 5 years and will be automatically extended for successive 5 year periods unless and until terminated by the Company or the Producers pursuant to terms of the agreements.  Termination of the agreements may occur i) at the end of the economic life of the reserves of the prospects; ii) upon the occurrence of an event of default (as defined in the agreement); iii) any act of omission that constitutes gross negligence or willful misconduct; iv) by the Company if after first commercial production there has been no production for 2 years and there are no then-current operations underway to reestablish production, or the aggregate production being processed by the FPS is less than 2,000 BOE per day for 180 consecutive days;  v) if damage to the FPS renders the FPS an actual or constructive loss; vi) if maintenance or repair or a change mandated by a government authority to the FPS requires major work and the Producers decline to become a participating producer; or vii) by the Company if a suspension period for a Producer does not terminate by July 31, 2018.

The Producers currently hold Class A Units in the Company. Under the Production Agreements, the Company agreed to construct and decommission the Base FPS that accepts dedicated production from the Anchor Prospects which then processes the production and delivers commingled processed oil, gas and condensate to the oil and gas laterals which connect to pipelines which transport the oil, gas and condensate to shore.  In addition, the Company ensures that the Base Operator operates the Base FPS according to the project agreements.

In return for services provided under the Production Agreements, the Anchor Prospect producers will pay the Company a per unit processing fee which is tiered and will decrease throughout the term of the contact based on delivery of specific levels of production to the FPS, a suspension fee if targeted capacity levels are not met and a decommissioning fee which will be used to fund the decommissioning and abandonment costs of the Base FPS. All costs relating to the operation of the facility are the obligation of the Producers with the exception of certain excluded costs.

During the six months ended June 30, 2015, the Company billed the Producers $40,560 for production handling fees. At June 30, 2015, the Company had a receivable of $35,814 due from the Producers for these services.

Asset Management Agreement

Consolidated Asset Management Services (Texas), LLC (“CAMS”), provided construction and asset management services to the Company under the terms of an Asset Management Agreement (“AMA”). CAMS is indirectly owned by Tessa Group, LLC, a general partner holding a 60% partnership interest and ArcLight Asset Management, LLC, a limited partner holding a 40% partnership interest and an affiliate of ArcLight Capital Partners, LLC (“ArcLight”). ArcLight holds a 51.7% interest in the Company's class A units through its subsidiary, Stork Offshore Holdings, LLC. The initial term of the AMA was through the date of First Commercial Production which is defined as the date on which the last of the following occurs: (a) the Base FPS has been constructed, installed and commissioned pursuant to the Construction Contracts and the Project Management Agreement, (b) Production is delivered from an Anchor Prospect to the Base FPS and the Base FPS accepts such delivery, or (c) the Base FPS

14

Exhibit 99.2

delivers hydrocarbons to the Lateral Facilities for delivery to the Commercial Pipeline Delivery Point. The Base FPS became operational in April 2015. Unless either party declines to extend the AMA with one hundred twenty (120) days written notice before the end of the initial term, the AMA is automatically renewed for successive periods of one (1) year each. CAMS is paid a fixed monthly fee and recovers the expenses it incurs under the AMA.

During the years ended December 31, 2014 and 2013, the Company incurred costs of $493 and $266, respectively, related to the AMA, which were capitalized as costs related to the Floating Production Platform.

During the six months ended June 30, 2015 and 2014, the Company incurred costs of $113 and $113, respectively, related to the AMA of which $66 and $113 were capitalized as costs related to the Floating Production Platform.

As of June 30, 2015 and December 31, 2014 and 2013, the Company had accounts payable due to CAMS of $19, $20 and $20, respectively.

Project Management Agreement

LLOG Exploration Offshore, LLC (“LLOG”), provided project management services to the Company under the terms of a Project Management Agreement (“PMA”). LLOG, along with its subsidiary, LLOG Bluewater Holdings, LLC holds a combined interest in the Company of 5.5%.

The PMA terminated on the earliest of: (a) First Commercial Production and the substantial completion of all activities under the Construction Contracts and payment of Project Costs; (b) written consent of all Parties terminating the PMA or (c) at the election of each Owner, with respect to its respective Project Facilities or the election by all Owners with respect to all Project Facilities, upon termination of all Production Handling Agreements or Transportation Agreements, in accordance with their termination provisions. LLOG was paid a fee equal to 2.5% of the incurred project costs and recovers the expenses it incurs under the PMA.

During the years ended December 31, 2014 and 2013, the Company incurred costs of $13,696 and $8,331, respectively, related to the PMA, which were capitalized as costs related to the Floating Production Platform.

During the six months ended June 30, 2015 and 2014, the Company incurred costs of $3,642 and $10,631, respectively, related to the PMA which were capitalized as costs related to the floating production platform. As of June 30, 2015 and December 31, 2014 and 2013, the Company had accounts payable due to LLOG of $5, $654 and $1,190, respectively.

LLOG also serves as operator of the base FPS.

Letters of credit

Letters of credit in lieu of escrow funds, in the amount of $8,900, were placed by certain Members with J.P. Morgan Bank for the benefit of the Company.

These letters of credit are not recorded in the accompanying balance sheets. If the funds are not needed by the Company, the letters of credit will be returned to the Members by J.P. Morgan.

7. Commitments and Contingencies

Capital commitments

At June 30, 2015 and December 31, 2014, the Company had approximately $0 and $30,000, respectively, of future capital commitments to complete the Base FPS.

Legal Proceedings

We are not currently party to any pending litigation or governmental proceedings, other than ordinary routine litigation incidental to our business. While the ultimate impact of any proceedings cannot be predicted with certainty, management believes that the resolution of any of our pending proceedings will not have a material effect on our financial condition or results of operations.

15

Exhibit 99.2

Environmental Matters

We are subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent to processing platform operations, and we could, at times, be subject to environmental cleanup and enforcement actions. We attempt to manage this environmental risk through appropriate environmental policies and practices to minimize any impact our operations may have on the environment.

8. Members’ Equity

There are four classes of equity units established by the LLC Agreement:

•	Class A Units - a class of capital interests issued in connection with the construction and operation of the Base FPS	
		
•	Class B Units - a class of capital interests issued in connection with construction cost overruns with respect to the Base FPS	
		
•	Class C Units - a class of capital interests issued in connection with expansions to the Base FPS	
		
•	Class D Units - a class of capital interests issued in connection with unreimbursed major expenditures related to the Base FPS	

Class B, C and D units have no voting rights. Distributions to members holding each class of equity units are subject to waterfall provisions contained in the amended and restated limited liability company operating agreement.

For purposes of adjusting the Capital Accounts of the Members, the Net Profits, Net Losses and, to the extent necessary, individual items of income, gain, loss and deduction, for any Fiscal Year or other period shall be allocated among the Members in a manner such that the Adjusted Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to then distributions that would be made to such Member if the Company were dissolved, its affairs wound up and its properties sold for cash equal to their Gross Asset Values, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the asset securing such liability), and the net assets of the Company were distributed to the Members immediately after making such allocation.

On June 20, 2014, the Company declared and paid distributions to the members of Class A units of $282,378 using proceeds obtained from the Company’s credit facility.

9. Subsequent Events

The Company has evaluated subsequent events through October 23, 2015, which is the date these financial statements were available for issuance.

On September 18, 2015, Toga Offshore, LLC, the majority owner of Stork Offshore Holdings, LLC and an affiliate of ArcLight, contributed their ownership interest in the Company (approximately 49%) to Pinto Offshore Holdings, LLC. Subsequently, on September 18, 2015, American Midstream Delta House, LLC (an affiliate of American Midstream Partners, LP) purchased a 26.33% interest in Pinto Offshore Holdings, LLC; resulting in American Midstream Delta House, LLC owning an approximate 12.9% effective interest in the Company.

16

Exhibit 99.3

DELTA HOUSE OIL AND GAS LATERAL, LLC
INDEX TO FINANCIAL STATEMENTS

	
		
 	Page	
Independent Auditor's Report - BDO USA, LLP	2	
Independent Auditor's Report - UHY LLP	3	
Balance sheets as of June 30, 2015 (unaudited) and December 31, 2014 and 2013	4	
Statements of Operations for the six months ended June 30, 2015 and 2014 (unaudited) and the years ended December 31, 2014 and 2013 (audited)	5	
Statements of Members’ Equity for the six months ended June 30, 2015 (unaudited) and the years ended December 31, 2014 and 2013 (audited)	6	
Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited) and the years ended December 31, 2014 and 2013 (audited)	7	
Notes to the financial statements	8	

1

Exhibit 99.3

Independent Auditor’s Report

To the Members of
Delta House Oil and Gas Lateral, LLC
Houston, Texas

We have audited the accompanying financial statements of Delta House Oil and Gas Lateral, LLC, which comprise the balance sheet as of December 31, 2014, and the related statements of operations, members’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.  Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Delta House Oil and Gas Lateral, LLC as of December 31, 2014 and the results of its operations and its cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America.

/s/ BDO USA, LLP
Houston, Texas

March 31, 2015

2

Exhibit 99.3

Independent Auditor’s Report

To the Members of
Delta House Oil and Gas Lateral, LLC
Houston, Texas

We have audited the accompanying financial statements of Delta House Oil and Gas Lateral, LLC (the “Company”), which comprise the balance sheet as of December 31, 2013, and the related statements of operations, members’ equity, and cash flows for the year then ended, 2013, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.  Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Delta House Oil and Gas Lateral, LLC as of December 31, 2013, and the results of its operations and its cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America.

/s/ UHY LLP

Houston, Texas
March 31, 2014

3

Exhibit 99.3

DELTA HOUSE OIL AND GAS LATERAL, LLC
BALANCE SHEETS
(in thousands)

															
 	 	 	 	June 30,	 	December 31,	
 	 	 	 	2015	 	2014	 	2013	
 	 	 	 	(unaudited)	 	 	 	 	
ASSETS:	 	 	 	 	 	
 	Current assets	 	 	 	 	 	
 	 	Cash and cash equivalents	$	3,624		 	$	3,138		 	$	48,580		
 	 	Accounts receivable	2,753		 	2,098		 	—		
 	 	 	Total current assets	6,377		 	5,236		 	48,580		
 	Property and equipment, net	176,142		 	156,097		 	40,018		
 	 	Total assets	$	182,519		 	$	161,333		 	$	88,598		
 	 	 	 	 	 	
LIABILITIES AND MEMBERS' EQUITY:	 	 	 	 	 	
 	Current liabilities	 	 	 	 	 	
 	 	Accounts payable and accrued liabilities	$	1,326		 	$	9,569		 	$	12,731		
 	 	Accounts payable and accrued liabilities-affiliate
	19		 	201		 	359		
 	 	 	Total current liabilities	1,345		 	9,770		 	13,090		
 	 	 	 	 	 	 	 	 	
 	 	Asset retirement obligations	3,182		 	—		 	—		
 	 	 	Total liabilities	4,527		 	9,770		 	13,090		
 	Commitments and contingencies, Note 3	 	 	 	 	 	
 	 	 	 	 	 	 	
 	Members' equity	177,992		 	151,563		 	75,508		
 	 	 	Total liabilities and members' equity	$	182,519		 	$	161,333		 	$	88,598		
               
The accompanying notes are an integral part of these financial statements.

4

Exhibit 99.3

  DELTA HOUSE OIL AND GAS LATERAL, LLC
STATEMENTS OF OPERATIONS
(in thousands)

	
																	
 	 	Six Months ended June 30,	 	Year Ended December 31,	
 	 	2015	 	2014	 	2014	 	2013	
 	 	(unaudited)	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Operating revenue	$	3,141		 	$	—		 	$	—		 	$	—		
 	 	 	 	 	 	 	 	 	
Operating Expenses:	 	 	 	 	 	 	 	
 	General and administrative	51		 	—		 	22		 	41		
 	Depreciation	922		 	—		 	—		 	—		
 	Accretion of asset retirement obligation	26		 	—		 	—		 	—		
 	     Total operating expenses	999		 	—		 	22		 	41		
 	 	 	 	 	 	 	 	
 	Net income (loss)	$	2,142		 	$	—		 	$	(22	)	 	$	(41	)	

The accompanying notes are an integral part of these financial statements.

5

Exhibit 99.3

DELTA HOUSE OIL AND GAS LATERAL, LLC
STATEMENTS OF MEMBERS' EQUITY
(in thousands, except unit amounts)

	
																																
 	 	Class A	 	Class B	 	Class C	 	Class D	 	Retained Earnings (Deficit)	Members' Equity	
 	 	Units	Amount	 	Units	Amount	 	Units	Amount	 	Units	Amount	 			
Balance at December 31, 2012	5,409		$	5,409		 	—		$	—		 	—		$	—		 	—		$	—		 	$	(1,242	)	$	4,167		
 	Units issued	71,379		71,379		 	—		—		 	—		—		 	3		3		 	—		71,382		
 	Net loss	—		—		 	—		—		 	—		—		 	—		—		 	(41	)	(41	)	
Balance at December 31, 2013	76,788		76,788		 	—		—		 	—		—		 	3		3		 	(1,283	)	75,508		
 	Units issued	76,077		76,077		 	—		—		 	—		—		 	—		—		 	—		76,077		
 	Net income	—		—		 	—		—		 	—		—		 	—		—		 	(22	)	(22	)	
Balance at December 31, 2014	152,865		152,865		 	—		—		 	—		—		 	3		3		 	(1,305	)	151,563		
 	Units issued	24,287		24,287		 	—		—		 	—		—		 	—		—		 	—		24,287		
 	Net income	—		—		 	—		—		 	—		—		 	—		—		 	2,142		2,142		
Balance at June 30, 2015 (unaudited)	177,152	$	177,152		 	—		$	—		 	—		$	—		 	3		$	3		 	$	837		$	177,992		

The accompanying notes are an integral part of these financial statements.

6

Exhibit 99.3

 
DELTA HOUSE OIL AND GAS LATERAL, LLC
STATEMENTS OF CASH FLOWS
(in thousands)

																		
 	 	 	Six months ended June 30,	 	Year ended December 31,	
 	 	 	2015	 	2014	 	2014	 	2013	
 	 	 	(unaudited)	 	 	 	 	
Cash flows from operating activities	 	 	 	 	 	 	 	
 	Net income	$	2,142		 	$	—		 	$	(22	)	 	$	(41	)	
 	Adjustments to reconcile net income to net cash used in operating activities:	 	 	 	 	 	 	 	
 	 	Depreciation	922		 	—		 	—		 	—		
 	 	Accretion of asset retirement obligation	26		 	—		 	—		 	—		
 	Changes in operating assets and liabilities:	 	 	 	 	 	 	 	
 	 	Accounts receivable	(656	)	 	—		 	(2,097	)	 	—		
 	 	Accounts payable and other current liabilities	19		 	—		 	—		 	—		
 	 	   Net cash provided by (used in) operating activities	2,453		 	—		 	(2,119	)	 	(41	)	
Cash flows from investing activities:	 	 	 	 	 	 	 	
 	Additions to property and equipment	(26,254	)	 	(44,784	)	 	(119,400	)	 	(26,984	)	
 	 	Net cash used in investing activities	(26,254	)	 	(44,784	)	 	(119,400	)	 	(26,984	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	
 	Issuance of equity units	24,287		 	76,077		 	76,077		 	71,382		
 	 	Net cash flows provided by financing activities	24,287		 	76,077		 	76,077		 	71,382		
 	 	Net change in cash and cash equivalents	486		 	31,293		 	(45,442	)	 	44,357		
Cash and cash equivalents at beginning of period	3,138		 	48,580		 	48,580		 	4,223		
Cash and cash equivalents at end of period	$	3,624		 	$	79,873		 	$	3,138		 	$	48,580		
 	 	 	 	 	 	 	 	 	 	
Non-Cash Investing Activities	 	 	 	 	 	 	 	
 	 	Additions to property and equipment funded through accounts payable and accrued liabilities	$	8,407		 	$	14,894		 	$	3,320		 	$	12,914		
 	 	Asset retirement obligations	$	3,156		 	$	—		 	$	—		 	$	—		
The accompanying notes are an integral part of these financial statements.

7

Exhibit 99.3

DELTA HOUSE OIL AND GAS LATERAL, LLC
NOTES TO FINANCIAL STATEMENTS

1.	Organization and Nature of Operations	

Delta House Oil and Gas Lateral, LLC (“the Company”) was formed in the state of Delaware as a limited liability company on October 18, 2012.  The Company will continue in existence until it is dissolved and terminated by the members of the Company in accordance with the provisions of the Limited Liability Agreement (the “LLC Agreement” or “Operating Agreement”). The Company was formed to finance, design, construct, and own and operate oil and gas lateral transportation facilities to receive, process, and transport production of hydrocarbons from the Marmalard, Neidermeyer and SOB 2 prospects (“the Anchor Prospects”), the Blue Wing Olive, Malachite and SOB III prospects (“Secondary Prospects”) and the Otis and Odd Job prospects (“Additional Priority Prospects”) in the Gulf of Mexico and any future additional prospects to a floating production platform (“Base FPS”) which has been developed by Delta House FPS, LLC.  The planned capacity of the oil lateral facilities is 100,000 bbl per day and 240 MMcf per day of natural gas for the gas lateral facilities.

The Base FPS and the oil and gas lateral transportation facilities initiated operations in April 2015.

On December 6, 2012, the Company entered into a processing agreement with the producers (the “Producers”) of the Anchor Prospects to provide gas transportation services. The Producers have agreed to pay the Company a variable fee for each MMBtu of gas produced from the Anchor Prospects and delivered to the Base FPS. Additionally, beginning on the earlier of the date on which all Producers have delivered production to the lateral facility, the Producers are contractually obligated to pay a fixed monthly fee of $1,393 for the right to use the lateral transportation facilities.

Profits and losses are allocated to the members in proportion to their equity percentage interests with certain restrictions dictated by specific terms under the LLC Agreement.

2.	Summary of Significant Accounting Policies	

Basis of Presentation for interim financial information

These unaudited financial statements as of June 30, 2015 and for the six months ended June 30, 2015 and 2014 have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of financial position and results of operations for the respective interim periods. The financial results for the six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2015.

Amounts in these footnotes are in thousands, unless otherwise stated.

Recent Accounting Pronouncements

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, including interim periods therein, and is applied retrospectively. Early adoption is permitted for financial statements that have not been previously issued.

The FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which amends the existing accounting standards for revenue recognition.  ASU 2014-09 is based on principles that “an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.”  In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016; however, in July 2015, the FASB issued ASU 2015-14 which allowed for a one-year deferral of the effective date as well as providing the option to early adopt the standard on the original effective date.  Accordingly, the Company may adopt the standard in either its first quarter of fiscal year 2018 or 2019.  The new standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of date of adoption.  The Company is currently evaluating the impact of the adoption of this ASU on its financial statements.

8

Exhibit 99.3

Cash and Cash Equivalents

Cash and cash equivalents represent cash and short-term, highly liquid investments with original maturities of three months or less.

Revenue recognition

Revenue from our oil and gas export offshore pipelines are based on a fixed monthly fee for the right to use the lateral transportation facilities and a fixed fee per unit of volume gathered or transported multiplied by the volume delivered. Transportation fees are based on contractual arrangements.  Revenue associated with these fee-based contracts are recognized when volumes have been delivered.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and accounts payable. The carrying amounts of cash, accounts receivable and accounts payable approximate fair value due to the short term nature of those instruments.

Property and Equipment

Property and equipment are recorded at cost. Betterments are capitalized. Repair and maintenance costs are expensed as incurred. Property and equipment consists of the following:

															
 	 	 	 	June 30,	 	December 31,	
 	 	Useful Life (Years)	 	2015	 	2014	 	2013	
Pipelines	 	40	 	$	177,064		 	$	—		 	$	—		
Accumulated depreciation	 	 	 	(922	)	 	—		 	—		
Property and equipment, net	 	 	 	176,142		 	—		 	—		
Construction-in-progress	 	 	 	—		 	156,097		 	40,018		
  Total property and equipment, net	 	 	 	$	176,142		 	$	156,097		 	$	40,018		

Construction-in-progress consists of capitalized costs incurred in association with the acquisition and construction of the oil and gas lateral transportation facilities.

Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, net of salvage value. Depreciation expense was approximately $922 for the six months ended June 30, 2015. Since the facilities had not been placed in service as of December 31, 2014, no depreciation expense was recognized during the years ended December 31, 2014 and 2013.

An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and measured as the difference between the carrying amount and fair value of the asset. The Company records impairment losses on long-lived assets when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows to be generated by those assets are less than the carrying amounts of those assets.

Asset retirement obligation

The fair value of a liability for an asset retirement obligation (“ARO”) is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The costs associated with the asset retirement obligation are capitalized as part of the carrying amount of the long-lived asset. During the period ending June 30, 2015, the Company has recorded an ARO for the dismantlement of the oil and gas lateral transportation facilities.

9

Exhibit 99.3

The following table provides an analysis of changes in the ARO liability for the six months ended June 30, 2015:

	
					
Balance at January 1, 2015	 	$	—		
Liabilities incurred	 	3,156		
Accretion	 	26		
Balance at June 30, 2015	 	$	3,182		

Use of Estimates

When preparing financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and assumptions are based on information available at the time such estimates and assumptions are made. Adjustments made with respect to the use of these estimates and assumptions often relate to information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates and assumptions are used in, among other things i) estimating unbilled revenues, ii) analyzing long-lived assets and assets for possible impairment, iii) estimating the useful lives of assets, and iv) asset retirement obligations. Actual results could differ materially from estimated amounts.

Income Taxes

The Company files its federal income tax return as a limited liability corporation under the Internal Revenue Code. In lieu of corporate income taxes, the members of the Company are taxed on their proportionate share of the Company’s taxable income. Accordingly, no provision or liability has been recognized for federal income tax purposes in the accompanying financial statements, as taxes are the responsibility of the individual members of the Company.

The Company’s assets are located in federal waters in the Gulf of Mexico and therefore are not subject to state income taxes.

Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. The Company had no uncertain tax positions as of June 30, 2015 or at December 31, 2014 or 2013. For the six months ended June 30, 2015 and 2014, the Company did not incur any income tax related interest or penalties.

None of the Company’s federal income tax returns are currently under examination by the Internal Revenue Service (“IRS”). However, fiscal years 2012 and later remain subject to examination by the IRS.

Concentration of Credit Risk

Our primary assets, which are located in the Gulf of Mexico, provide infrastructure capacity that provides transportation services to producers of oil and natural gas to a Base FPS. We maintain allowances for potentially uncollectible accounts receivable; however, at June 30, 2015, no allowance was deemed necessary.

The Company maintains cash balances at financial institutions in the United States of America, which at times exceed federally insured amounts. The Company has not experienced any losses in such accounts.

3.	Commitments and Contingencies	

Capital commitments

At June 30, 2015 and December 31, 2014, the Company had approximately $0 and $35,000, respectively, of future capital commitments to complete the oil and gas lateral facilities.

10

Exhibit 99.3

Legal Proceedings

We are not currently party to any pending litigation or governmental proceedings, other than ordinary routine litigation incidental to our business. While the ultimate impact of any proceedings cannot be predicted with certainly, management believes that the resolution of any of our pending proceedings will not have a material adverse effect on our financial condition or results of operations.

Environmental Matters

We are subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent to processing platform operations, and we could, at times, be subject to environmental cleanup and enforcement actions. We attempt to manage this environmental risk through appropriate environmental policies and practices to minimize any impact our operations may have on the environment.

4.	Related Party Transactions	

Transportation Agreements

The Company entered into separate oil lateral transportation and gas lateral transportation agreements (“Transportation Agreements”) with the producers of Anchor Prospects. Under the terms of the Transportation Agreements, the Company agreed to construct, install and decommission the gas and oil laterals (“the Facilities”) that accepts dedicated production from the Anchor Prospects at the Base FPS in the Gulf of Mexico and deliver the production to pipeline operators. In addition, the Company ensures that LLOG Exploration Offshore, L.L.C. (“Lateral Operator”) operates the Company’s Facilities according to the project agreements.

In return for the services and Facilities the Company provides under the Transportation Agreements, the Producers pay a per unit transportation fee throughout the term of the contact, a fixed monthly charge which expires after seven years, and fund the decommissioning and abandonment costs of the Facilities. All operating costs of the Facilities will be charged to the Producers with the exception of certain excluded costs.

During the six months ended June 30, 2015, the Company billed the Producers $3,141 (unaudited) and $30 (unaudited) for transportation and decommissioning fees, respectively. As of June 30, 2015, $2,753 (unaudited) was due from the Producers for these services.

Asset Management Agreement

Consolidated Asset Management Services (Texas), LLC (“CAMS”), provided construction and asset management services to the Company under the terms of an Asset Management Agreement (“AMA”). CAMS is indirectly owned by Tessa Group, LLC, a general partner holding a 60% partnership interest and ArcLight Asset Management, LLC, a limited partner holding a 40% partnership interest and an affiliate of ArcLight Capital Partners, LLC (“ArcLight”). ArcLight holds 51.7% of the Class A units in the Company through its subsidiary, Otter Offshore Holdings, LLC.

The initial term of the AMA was through the date of First Commercial Production which is defined as the date on which the last of the following occurs: (a) the Base Floating Production System (“Base FPS”) has been constructed, installed and commissioned pursuant to the Construction Contracts and the Project Management Agreement by Delta House FPS, LLC, (b) Production is delivered from an Anchor Prospect to the Base FPS and the Base FPS accepts such delivery, or (c) the Base FPS delivers Hydrocarbons to the Lateral Facilities owned by the Company for delivery to the Commercial Pipeline Delivery Point. Unless either party declines to extend the AMA with one hundred twenty (120) days written notice before the end of the initial term, the AMA is automatically renewed for successive periods of one (1) year each. CAMS is paid a fixed monthly fee and recovers the expenses it incurs under the AMA.

During the year ended December 31, 2014 and 2013, the Company incurred costs of $512 and $266, respectively, related to the AMA, which were capitalized in construction in progress related to the cost of the lateral facilities.

During the six months ended June 30, 2015, the Company incurred costs of $113 (unaudited) related to the AMA of which $94 (unaudited) was capitalized as construction in-progress and $19 (unaudited) was expensed.

As of June 30, 2015 and December 31, 2014 and 2013, the Company has accounts payable due to CAMS of $19 (unaudited), $20 and $20, respectively.

11

Exhibit 99.3

Project Management Agreement

LLOG Exploration Offshore, LLC (“LLOG”), provided project management services to the Company under the terms of a Project Management Agreement (“PMA”). LLOG, along with its subsidiary, LLOG Bluewater Holdings, LLC holds a combined partnership interest in the Company of 5.5%.

The PMA terminated on the earliest of: (a) First Commercial Production and the substantial completion of all activities under the Construction Contracts and payment of Project Costs; (b) written consent of all Parties terminating the PMA or (c) at the election of each Owner, with respect to its respective Project Facilities or the election by all Owners with respect to all Project Facilities, upon termination of all Production Handling Agreements or Transportation Agreements, in accordance with their termination provisions. LLOG was paid a fee equal to 2.5% of the incurred project costs and recovers the expenses it incurs under the PMA.

During the year ended December 31, 2014 and 2013, the Company incurred costs of $3,401 and $659, respectively, related to the PMA, which were capitalized as construction in progress related to the cost of the lateral facilities.

During the six months ended June 30, 2015 and 2014, the Company incurred costs of $739 and $1,081 (unaudited), respectively, related to the PMA which were capitalized as construction in-progress.

As of June 30, 2015 and December 31, 2014 and 2013, the Company has accounts payable due to LLOG of $0 (unaudited), $181 and $339, respectively.

5.	Members’ Equity	

There are four classes of equity units as established by the LLC Agreement:

•	Class A units - a class of capital interests in respect of construction and operation of the Lateral Facilities	
		
•	Class B units - a class of capital interests in respect of construction cost overruns with respect to the Lateral Facilities	
		
•	Class C units - a class of capital interests in respect of expansions to the Lateral Facilities	
		
•	Class D units - a class of capital interests in respect of unreimbursed major expenditures related to the Lateral Facilities	

Producers receive Class D Units in the Company for funding operating costs of major work that exceed $10,000 in aggregated cost. In addition, the Producers assigned an overriding royalty interest in the dedicated production of the Anchor Prospects which triggers upon an activation event.

Class B, C and D units have no voting rights. Distributions to members holding each class of equity units are subject to waterfall provisions contained in the operating agreement.

For purposes of adjusting the Capital Accounts of the Members, the Net Profits, Net Losses and, to the extent necessary, individual items of income, gain, loss and deduction, for any Fiscal Year or other period shall be allocated among the Members in a manner such that the Adjusted Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to then distributions that would be made to such Member if the Company were dissolved, its affairs wound up and its properties sold for cash equal to their Gross Asset Values, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the asset securing such liability), and the net assets of the Company were distributed to the Members immediately after making such allocation.

6.	Subsequent Events	

The Company has evaluated subsequent events through October 23, 2015, which is the date these financial statements were available for issuance.

On September 18, 2015, Toga Offshore, LLC, the majority owner of Otter Offshore Holdings, LLC and an affiliate of ArcLight, contributed their ownership interest in the Company (approximately 49%) to Pinto Offshore Holdings, LLC. Subsequently, on September 18, 2015, American Midstream Delta House, LLC (an affiliate of American Midstream Partners, LP) purchased a 26.33% interest in Pinto Offshore Holdings, LLC; resulting in American Midstream Delta House, LLC owning an approximate 12.9% effective interest in the Company.

12

Exhibit 99.4

Introduction to the Unaudited Pro Forma
Condensed Consolidated Financial Statements of American Midstream Partners, LP

References to we, us or our refer to American Midstream Partners, LP and its consolidated subsidiaries (the "Partnership"). On September 18, 2015, the Partnership completed the $162.0 million cash purchase of a 26.33% interest in Pinto Offshore Holdings, LLC ("Newco"), which is owned by Toga Offshore, LLC, an affiliate of ArcLight Capital Partners, LLC ("ArcLight"). Newco owns (i) approximately 49% of the limited liability company interests of Delta House FPS LLC and (ii) approximately 49% of the limited liability company interests of Delta House Oil and Gas Lateral LLC, which collectively own the Delta House floating production system and related pipeline infrastructure ("Delta House").

Delta House is operated by LLOG Exploration Offshore, LLC and is located in the Mississippi Canyon region of the deep-water Gulf of Mexico, with nameplate processing capacity of 80,000 barrels of oil per day (Bbl/d) and 200 million cubic feet of gas per day (MMcf/d), and peak processing capacity of 100,000 Bbl/d and 240 MMcf/d, respectively. Cash flows for Delta House are supported by a 100 percent, volumetric-tiered fee-based tariff structure with ship-or-pay components and life-of-lease dedications. The tiered-fee structure of Delta House incentivizes front-end loaded volumes from producer customers, with production supported by tolling agreements with various producers, backed by three drilling rigs committed to offshore fields dedicated to the platform. Delta House commenced operations in April 2015 and currently has seven wells online with eight wells scheduled to be online by the end of 2015.  Additional wells have been drilled and completed, and are anticipated to be connected to the floating production system ("FPS") in 2016 and beyond, and as a result the FPS is expected to operate above nameplate capacity for a minimum of four years from commencement of operations.

The Partnership's acquisition of the 26.33% interest in Newco (the "Delta House Transaction") was funded by both debt and equity. The Partnership completed a public offering of 7.5 million common units on September 15, 2015 and received net proceeds of approximately $81.6 million, which were used to the fund the Delta House Transaction. In addition, the Partnership borrowed $80.4 million under its credit facility to fund the remainder of the $162.0 million purchase price of the Delta House Transaction.

In conjunction with the Delta House Transaction, the Partnership receives its proportionate share of the Delta House quarterly cash distributions. The Delta House FPS LLC and Delta House Oil and Gas Lateral LLC limited liability company agreements ("Delta House LLC Agreements") state that within thirty days following the end of a fiscal quarter, beginning after commercial production, 100% of available cash shall be distributed. The distributions will be calculated in accordance with the Delta House LLC Agreements definitions of available cash, as well as the hierarchy of the ownership interests. The unaudited pro forma condensed consolidated statement of operations may not be indicative of the distributions to be made to the owners of Delta House nor are they indicative of the future distributions due to the Partnership.

The unaudited pro forma condensed consolidated financial statements present the impact of the Delta House Transaction ("the transaction") on our results of operations and financial position. The Partnership will account for its acquisition of Newco under the equity method of accounting. The investment will be recorded at ArcLight's carrying value as of the closing date, as the Partnership's acquisition of Newco represents a transaction between entities under common control, with the difference between the carrying value and the purchase price recorded as a reduction to the general partners' capital account.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2015 is based upon the historical unaudited consolidated financial statements of the Partnership and Delta House. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2015 and for the year ended December 31, 2014, are based upon the historical unaudited and audited consolidated financial statements of the Partnership and Delta House.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2015 has been prepared as if the transaction had occurred on that date. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2015 and year ended December 31, 2014 have been prepared as if the transaction had occurred on January 1, 2014. The unaudited pro forma condensed consolidated statements of operations have been prepared based on the assumption that the Partnership will continue to be treated as a partnership for U.S. federal and state income tax purposes and therefore will not be subject to U.S. federal income taxes or state income taxes, with the exception of Texas franchise tax and the Partnership's subsidiary, Blackwater Midstream Corporation. The unaudited pro forma condensed consolidated statements of operations have also been prepared based on certain pro forma adjustments, as described in Note 2 - Pro Forma Adjustments.

The following unaudited pro forma condensed consolidated financial statements are qualified in their entirety by reference to, and should be read in conjunction with, such historical financial statements and related notes contained in those reports: (i) the Partnership's unaudited historical condensed consolidated financial statements set forth in its Quarterly Report on Form 10-Q as of and for the three and six months ended June 30, 2015, as filed with the Securities and Exchange Commission ("SEC"); (ii) the Partnership's audited historical consolidated financial statements set forth in its Annual Report on Form 10-K as of and for the

1

Exhibit 99.4

year ended December 31, 2014 as filed with the SEC; and (iii) Delta House's audited historical financial statements and unaudited interim historical financial statements set forth Exhibits 99.2 and 99.3 of this Amendment No. 1 to the Current Report on Form 8-K/A.

The pro forma adjustments reflected in the unaudited pro forma financial statements are based upon currently available information and certain assumptions and estimates; therefore, the actual effects of these transactions differ from the pro forma adjustments. However, the Partnership's management considers the applied estimates and assumptions to provide a reasonable basis for the presentation of the significant effects of certain transactions that are expected to have a continuing impact on the Partnership. In addition, the Partnership's management considers the pro forma adjustments to be factually supportable and to appropriately represent the expected impact of items that are directly attributable to the acquisition of the equity interest in Newco by the Partnership.

The unaudited pro forma condensed consolidated statements of operations may not be indicative of the results that would have occurred if the Partnership had acquired the equity interest in Newco on the dates indicated nor are they indicative of the future operating results of the Partnership.

2

Exhibit 99.4

AMERICAN MIDSTREAM PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2015
(in thousands)

														
 	 	 	Partnership Historical	 	Acquisition Pro Forma Adjustments	(a)	Partnership Pro Forma	
Assets	 	 	 	 	 	
 	Current assets	 	 	 	 	 	
 	 	Cash and cash equivalents	$	348		 	$	(162,000	)	(b)	$	348		
 	 	 	 	 	81,573		(f)	 	
 	 	 	 	 	82,121		(d)	 	
 	 	 	 	 	(1,694	)	(d)	 	
 	 	Accounts receivable	6,263		 	—		 	6,263		
 	 	Unbilled revenue	18,655		 	—		 	18,655		
 	 	Risk management assets	1,155		 	—		 	1,155		
 	 	Other current assets	8,134		 	—		 	8,134		
 	 	Current deferred tax asset	5,504		 	—		 	5,504		
 	 	Total current assets	40,059		 	—		 	40,059		
 	Property, plant and equipment, net	622,590		 			 	622,590		
 	Goodwill	134,853		 	—		 	134,853		
 	Intangible assets, net	103,228		 	—		 	103,228		
 	Investment in unconsolidated affiliates	21,935		 	66,644		(c)	88,579		
 	Other assets, net	13,982		 	1,694		(d)	15,676		
 	 	Total assets	$	936,647		 	$	68,338		 	$	1,004,985		
Liabilities and Partners' Capital	 	 	 	 	 	
 	Current liabilities	 	 	 	 	 	
 	 	Accounts payable	$	15,957		 	$	—		 	$	15,957		
 	 	Accrued gas purchases	9,617		 	—		 	9,617		
 	 	Accrued expenses and other current liabilities	18,557		 	—		 	18,557		
 	 	Current portion of long-term debt	737		 	—		 	737		
 	 	Risk management liabilities	69		 	—		 	69		
 	 	Total current liabilities	44,937		 	—		 	44,937		
 	 	Asset retirement obligations	35,048		 	—		 	35,048		
 	 	Other liabilities	287		 	—		 	287		
 	 	Long-term debt	387,100		 	82,121		(d)	469,221		
 	 	Deferred tax liabilities	11,087		 	—		 	11,087		
 	 	Total liabilities	478,459		 	82,121		 	560,580		

3

Exhibit 99.4

	
														
 	Commitments and contingencies	 	 	 	 	 	
 	Convertible preferred units	 	 	 	 	 	
 	 	Series A convertible preferred units (8,682 thousand and 5,745 thousand units issued and outstanding as of June 30, 2015 and December 31, 2014, respectively)	160,373		 	—		 	160,373		
 	Equity and partners’ capital	 	 	 	 	 	
 	 	General Partner Interests (411 thousand units issued and outstanding as of June 30, 2015 and December 31, 2014, respectively)	(5,218	)	 	(95,356	)	(e)	(100,574	)	
 	 	Limited Partner Interests (22,757 thousand and 22,670 thousand units issued and outstanding as of June 30, 2015 and December 31, 2014, respectively)	265,319		 	81,573		(f)	346,892		
 	 	Series B convertible units (1,301 thousand and 1,255 thousand units issued and outstanding as of June 30, 2015 and December 31, 2014, respectively)	33,053		 	—		 	33,053		
 	 	Accumulated other comprehensive income (loss)	(32	)	 	—		 	(32	)	
 	 	Total partners’ capital	293,122		 	(13,783	)	 	279,339		
 	 	Noncontrolling interest	4,693		 	—		 	4,693		
 	 	Total equity and partners' capital	$	297,815		 	$	(13,783	)	 	$	284,032		
 	 	Total liabilities, equity and partners' capital	$	936,647		 	$	68,338		 	$	1,004,985		

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

4

Exhibit 99.4

AMERICAN MIDSTREAM PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2015
(in thousands, except earnings per unit)

												
 	Partnership Historical	 	Acquisition Pro Forma Adjustments	(a)	Partnership Pro Forma	
Revenue	$	131,660		 	$	—		 	$	131,660		
Gain (loss) on commodity derivatives	458		 	—		 	458		
Total revenue	132,118		 	—		 	132,118		
Operating expenses:	 	 	 	 	 	
Purchases of natural gas, NGLs and condensate	62,311		 	—		 	62,311		
Direct operating expenses	27,834		 	—		 	27,834		
Selling, general and administrative expenses	12,506		 	—		 	12,506		
Equity compensation expense	2,248		 	—		 	2,248		
Depreciation, amortization and accretion expense	18,939		 	—		 	18,939		
Total operating expenses	123,838		 	—		 	123,838		
Gain (loss) on sale of assets, net	(2,978	)	 	—		 	(2,978	)	
Operating income (loss)	5,302		 	—		 	5,302		
Other income (expenses):	 	 	 	 	 	
Interest expense	(6,166	)	 	(1,568	)	(g)	(7,946	)	
 	 	 	(212	)	(i)	 	
Earnings in unconsolidated affiliates	171		 	1,264		(h)	1,435		
Net income (loss) before income tax (expense) benefit	(693	)	 	(516	)	 	(1,209	)	
Income tax (expense) benefit	(473	)	 	—		 	(473	)	
Net income (loss) from continuing operations	(1,166	)	 	(516	)	 	(1,682	)	
Income (loss) from discontinued operations, net of tax	(26	)	 	—		 	(26	)	
Net income (loss)	(1,192	)	 	(516	)	 	(1,708	)	
Net income (loss) attributable to noncontrolling interests	46		 	—		 	46		
Net income (loss) attributable to the Partnership	$	(1,238	)	 	$	(516	)	 	$	(1,754	)	
 	 	 	 	 	 	
General Partners' Interest in net income (loss)	$	(14	)	 	 	 	$	(20	)	
Limited Partners’ Interest in net income (loss)	$	(1,224	)	 	 	 	$	(1,734	)	
 	 	 	 	 	 	
Basic and diluted:	 	 	 	 	 	
Income (loss) from continuing operations	$	(0.53	)	 	 	 	$	(0.42	)	
Income (loss) from discontinued operations	—		 	 	 	—		
Net income (loss)	$	(0.53	)	 	 	(j)	$	(0.42	)	
Weighted average number of units outstanding:	 	 	 	 	 	
Basic and diluted	22,730		 	 	(j)	30,230		
See accompanying notes to unaudited pro forma condensed consolidated financial statements.

5

Exhibit 99.4

AMERICAN MIDSTREAM PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014
(in thousands, except earnings per unit)

												
 	Partnership Historical	 	Acquisition Pro Forma Adjustments	(a)	Partnership Pro Forma	
Revenue	$	307,309		 	$	—		 	$	307,309		
Gain (loss) on commodity derivatives, net	1,091		 	—		 	1,091		
   Total revenue	308,400			—		 	308,400		
Operating expenses:	 	 	 	 	 	
Purchases of natural gas, NGLs and condensate	197,952		 	—		 	197,952		
Direct operating expenses	45,702		 	—		 	45,702		
Selling, general and administrative expenses	23,103		 	—		 	23,103		
Equity compensation expense	1,536		 	—		 	1,536		
Depreciation, amortization and accretion expense	28,832		 	—		 	28,832		
Total operating expenses	297,125		 	—		 	297,125		
 	 	 	 	 	 	
Gain (loss) on sale of assets, net	(122	)	 	 	 	(122	)	
Loss on impairment of property, plant and equipment	(99,892	)	 	—		 	(99,892	)	
Operating income (loss)	(88,739	)	 	—		 	(88,739	)	
Other income (expense):	 	 	 	 	 	
Interest expense	(7,577	)	 	(3,056	)	(g)	(11,057	)	
 	 	 	(424	)	(i)	 	
Other expense	(670	)	 	—		 	(670	)	
Earnings (loss) in unconsolidated affiliates	348		 	(184	)	(h)	164		
Net income (loss) before income tax benefit	(96,638	)	 	(3,664	)	 	(100,302	)	
Income tax (expense) benefit	(557	)	 	—		 	(557	)	
Net income (loss) from continuing operations	(97,195	)	 	(3,664	)	 	(100,859	)	
Discontinued operations	 	 	 	 			
Gain (loss) from operations of disposal groups, net of tax	(611	)	 	—		 	(611	)	
Net income (loss)	(97,806	)	 	(3,664	)	 	(101,470	)	
Net income (loss) attributable to noncontrolling interests	214		 	—		 	214		
Net income (loss) attributable to the Partnership	$	(98,020	)	 	$	(3,664	)	 	$	(101,684	)	
 	 	 	 	 			
General Partner's Interest in net income (loss)	$	(1,279	)	 	 	 	$	(1,327	)	
Limited Partner's Interest in net income (loss)	$	(96,741	)	 	 	 	$	(100,357	)	
 	 	 	 	 	 	
Basic and diluted:	 	 	 	 	 	
   Income (loss) from continuing operations	$	(8.54	)	 	 	 	$	(5.65	)	
   Income (loss) from operations of disposal group	(0.04	)	 	 	 	(0.03	)	
Net income (loss)	$	(8.58	)	 	 	(j)	$	(5.68	)	
 	 	 	 	 	 	
Weighted average number of common units outstanding:	 	 	 	 	 	
Basic and diluted	13,472		 	 	(j)	20,972		

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

6

Exhibit 99.4

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements of
American Midstream Partners, LP
1. Basis of presentation
The unaudited pro forma condensed consolidated financial statements are based upon the historical consolidated financial statements of the Partnership and the historical financial statements of Delta House.
The Partnership has utilized Delta House's and the Partnership's audited historical consolidated financial statements for the year ended December 31, 2014, as well as their unaudited historical consolidated financial statements for the six months ended June 30, 2015.
The unaudited pro forma condensed consolidated financial statements present the impact of the acquisition of the 26.33% interest in Newco, which was described in the introduction to the unaudited pro forma condensed consolidated financial statements, on the Partnership's results of operations and financial position.
2. Pro forma adjustments
The following adjustments for the Partnership have been prepared (i) as if the transaction occurred on June 30, 2015 in the case of the unaudited pro forma condensed consolidated balance sheet; (ii) as if the transaction occurred on January 1, 2014 in the case of the unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2015 and for the year ended December 31, 2014:
		
a.	Represents the Partnership's acquisition of a 26.33% interest in Newco on September 18, 2015, which will be accounted for under the equity method.	
		
b.	Represents the cash purchase price for the 26.33% interest in Newco paid directly to ArcLight upon closing of the transaction.	
		
c.	Represents ArcLight's carrying value of the equity interests acquired. We recorded the acquisition at ArcLight's carrying value, given this is a transaction between entities under common control.	
		
d.	Represents the portion of the acquisition funded by drawing on the Partnership's credit facility, $82.1 million, and includes the additional deferred financing costs incurred of $1.7 million due to the increase in the Partnership's credit facility to enable the Partnership to draw the necessary funds.	
		
e.	Represents the deemed capital distribution to the general partners for the difference between the consideration given and the historical carrying value of the interests acquired.	
		
f.	Represents the net proceeds of the public issuance of 7.5 million common units in September 2015 to fund a portion of the acquisition of the 26.33% interest in Newco.	
		
g.	Reflects the inclusion of interest expense on the Partnership's additional borrowings of $82.1 million under its revolving credit facility, which had a weighted average interest rate of 3.9% and 3.8%, for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively. A 0.125% change in the assumed interest rate would result in an adjustment to interest expense of $0.1 million for the six months ended June 30, 2015 and $0.1 million for the year ended December 31, 2014.	
		
h.	Reflects the adjustment to recognize the Partnership's share of Delta House's net income (loss) for the period. The adjustment was calculated utilizing Delta House's historical financial statements as reported in Exhibits 99.2 and 99.3 to this Amendment No. 1 to Current Report on Form 8-K/A.	
		
i.	Represents the amortization of additional deferred financing costs related to adjustment (d) above.	
		
j.	The weighted average number of units used in the computation of the basic and diluted loss per unit on a pro forma basis have been adjusted to reflect the issuance of 7.5 million common units in September 2015.	
3. Pro forma net income (loss) per limited common and general partner unit

Net income (loss) is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages, after giving effect to contractual distributions on Series A Preferred Units, declared distributions on the Series B Units, limited partner units and the general partner units, including incentive distribution rights. 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.

7

Exhibit 99.4

We compute earnings per unit using the two-class method. The two-class method 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 is calculated as if all of the earnings for the period were distributed under the terms of the 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 of the earnings for a particular period.

The two-class method does not impact our overall net income (loss) or other financial results; however, in periods in which aggregate net income exceeds our 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 our 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 such period, the two-class method does not have any impact on our calculation of earnings per limited partner unit. We have no dilutive securities, therefore basic and diluted net income per unit are the same.

8