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

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2016
 
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))	

 
Item 2.02 Results of Operations and Financial Condition

On March 7, 2016 , American Midstream Partners, LP issued a press release announcing its financial results for the three and twelve months ended December 31, 2015 . A copy of the press release covering such announcement and certain other matters is attached hereto as Exhibit 99.1.

This Current Report on Form 8-K and Exhibit 99.1 contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of American Midstream Partners, LP, including that actual events or results may differ materially from those in the forward-looking statements.

Additionally, the press release contains financial measures that are not presented in accordance with generally accepted accounting principles ("GAAP") for the applicable periods presented, including gross margin, adjusted EBITDA and distributable cash flow for the Partnership and segment gross margin for each of the Partnership’s three business segments. The most directly comparable GAAP financial measure to gross margin, adjusted EBITDA, distributable cash flow and segment gross margin is net income (loss) attributable to the partnership, which is presented in the attached press release and prominently below for the applicable periods presented.

American Midstream Partners, LP and Subsidiaries
GAAP Financial Measures
(Unaudited, in thousands)

	
																				
 	Three months ended December 31,	 	Years ended December 31,	
 	2015	 	2014	 	2015	 	2014	 	2013	
Net income (loss) attributable to the Partnership	$	(121,581	)	 	$	(94,297	)	 	$	(127,480	)	 	$	(98,020	)	 	$	(34,039	)	

The information in this report, including the Exhibit attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, or the Exchange Act, except as specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

See “Index to Exhibits” attached to this Current Report on Form 8-K, which is incorporated by reference herein.

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:	 	 	
March 7, 2016	 	By:	 	/s/ Daniel C. Campbell	
 	 	Name:	 	Daniel C. Campbell	
 	 	Title:	 	Senior Vice President and Chief Financial Officer	

Exhibit Index

	
					
Exhibit Number	  	Description	 	
99.1	 	  	American Midstream Partners, LP press release dated	March 7, 2016	

American Midstream Reports Fourth Quarter and Record Full Year 2015 Results

DENVER, CO – March 7, 2016 - American Midstream Partners, LP (NYSE: AMID) (the "Partnership") today reported financial results for the three and twelve months ended December 31, 2015 .

Highlights:
		
•	Generated year-over-year Adjusted EBITDA 1 and Distributable Cash Flow ("DCF") 1 growth of greater than 40 percent in 2015 with forecasted growth of approximately 70 percent in 2016;	
		
•	Acquired a minority interest in Delta House from an affiliate of the general partner of the Partnership, contributing significant fee-based cash flow to 2015 financial results;	
		
•	Increased borrowing capacity under the revolving credit facility by 50 percent to $750 million; and	
		
•	ArcLight Capital Partners, which controls the general partner of the Partnership, initiated a purchase program in December 2015 to acquire common units of the Partnership, purchasing more than five percent of common units outstanding to-date.	
 
1 Indicates a non-GAAP financial measure.

EXECUTIVE COMMENTARY

"2015 marks the third consecutive year of Adjusted EBITDA and DCF growth," said Lynn Bourdon, Chairman, President and Chief Executive Officer. "Our financial results reflect a strong year of execution for American Midstream, including the acquisition of a minority interest in Delta House and transition to 90 percent fee-based cash flow in multiple basins. Amidst a challenging environment, we delivered year-over-year Adjusted EBITDA and DCF growth of greater than 40 percent, and we are forecasting significant growth again in 2016.

"The Partnership's 2016 forecast reflects a full-year benefit of a minority interest in Delta House and organic growth projects completed in 2015, as well as fee-based organic growth projects coming online in 2016, including expansions at the Harvey terminal, startup of the Longview rail facility, and contributions from off-spec processing in the Permian. As a result, in 2016 we expect to generate top-quartile, year-over-year Adjusted EBITDA and DCF growth of 70 percent with distribution coverage in a range of 1.1 to 1.2 times.

"Our diversified portfolio of midstream assets in multiple key resource plays provides a strong footprint to continue delivering long-term growth. As we look ahead, we are actively evaluating organic growth and acquisition opportunities in partnership with ArcLight Capital, who is executing a $75 million common unit purchase program and currently holds more than 10 percent of our outstanding common units. We remain committed to operating prudently in the current environment while remaining focused on delivering long-term, sustainable growth to unitholders."

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FINANCIAL RESULTS

							
Key Metrics	Three months ended December 31,	Years ended December 31,	
	(millions)	%	(millions)	%	
	2015	2014	Change	2015	2014	Change	
Gross Margin	$28.1	$36.2	(22.4)	$123.3	$102.8	19.9	
Adjusted EBITDA	$20.4	$19.2	6.3	$66.3	$45.6	45.4	
Distributable Cash Flow	$14.3	$15.5	(7.7)	$46.6	$32.7	42.5	

Gross margin 1 for the three months ended December 31, 2015 was $28.1 million , a decrease of $8.1 million , or 22.4 percent, from $36.2 million in the prior-year period. For the twelve months ended December 31, 2015 , gross margin was $123.3 million compared to $102.8 million in 2014, an increase of $20.5 million, or 19.9 percent.

The decrease in gross margin for the three months ended December 31, 2015 was primarily due to lower natural gas liquids ("NGL") pricing, lower condensate production, and a decrease in total average throughput volumes in the Transmission segment. The increase in gross margin for the twelve months ended December 31, 2015 was primarily due to higher NGL and condensate production and higher throughput volumes in the Gathering and Processing segment as a result of the Costar Midstream acquisition in October 2014, partially offset by lower average throughput volumes in the Transmission segment.

Adjusted EBITDA for the three and twelve months ended December 31, 2015 was $20.4 million and $66.3 million , respectively, compared to $19.2 million and $45.6 million for the same periods in 2014, increases of 6.3 percent and 45.4 percent, respectively. The increases were primarily related to the October 2014 acquisition of Costar Midstream and incremental earnings from unconsolidated affiliates, including Delta House and the Main Pass Oil Gathering system.

DCF for the three and twelve months ended December 31, 2015 was $14.3 million and $46.6 million , respectively, representing distribution coverage ratios of 0.84 and 0.81 , respectively. The fourth quarter 2015 distribution of $0.4725 per common unit remains unchanged from the third quarter 2015 distribution and was paid February 12, 2016.

Reconciliations of the non-GAAP financial measures gross margin, Adjusted EBITDA, and DCF to net income (loss) attributable to the Partnership, the most directly comparable GAAP financial measure, are provided at the end of this press release.

Net loss attributable to the Partnership for the three and twelve months ended December 31, 2015 was $121.6 million and $127.5 million , respectively, which included a loss on impairment of goodwill of $118.6 million recorded in the fourth quarter of 2015. This compares to a net loss of $94.3 million and $98.0 million for the same periods in 2014 , which included a $99.9 million asset impairment charge incurred in the fourth quarter of 2014. During the fourth quarter of 2015, in which the carrying value of the Partnership exceeded its market capitalization, the Partnership completed annual impairment testing and recorded a $118.6 million loss on impairment of goodwill primarily attributable to changes in the assumptions supporting the fair value of goodwill related to certain gathering and processing reporting units, including reduced commodity price assumptions and delayed future growth.

SEGMENT PERFORMANCE

							
Gross Margin	Three months ended December 31,	Years ended December 31,	Percent Change (%)	
	(millions)	(millions)	quarter	year-to-date	
	2015	2014	2015	2014			
Gathering and Processing	$17.2	$19.7	$76.9	$50.8	(12.7)	51.4	
Transmission	$8.3	$13.8	$35.3	$42.8	(39.9)	(17.5)	
Terminals	$2.6	$2.7	$11.1	$9.2	(3.7)	20.7	

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Gross margin for the Gathering and Processing segment was $17.2 million and $76.9 million for the three and twelve months ended December 31, 2015 , respectively, compared to $19.7 million and $50.8 million for the same periods in 2014. The decrease in gross margin for the fourth quarter was primarily due to lower condensate production and associated margins. The increase in gross margin for the full year was primarily attributable to incremental gross margin from the Costar-acquired assets and higher gross margin from the Lavaca system, partially offset by lower NGL and condensate production in the second-half of 2015 due to lower off-spec volumes at Longview.

Natural gas throughput volumes increased in the Gathering and Processing segment for the reported periods primarily due to the addition of the Costar assets and incremental throughput volumes on Lavaca system, partially offset by declines from legacy assets. Processed NGLs increased during the same periods as a result of a full-year benefit of Longview operations as part of the Costar acquisition.

Gross margin for the Transmission segment was $8.3 million and $35.3 million for the three and twelve months ended December 31, 2015 , respectively, compared to $13.8 million and $42.8 million for the same periods in 2014. The decrease in gross margin for the reported periods was primarily attributable to higher pipeline gains in 2014 and lower interruptible transportation margins in 2015. Lower throughput volumes in the segment were primarily due to lower average throughputs on the High Point system and legacy Midla system.

Gross margin for the Terminals segment was $2.6 million and $11.1 million for the three and twelve months ended December 31, 2015 , respectively, compared to $2.7 million and $9.2 million for the same periods in 2014. The change in gross margin was primarily attributable to increases in contracted storage capacity and contractual storage rate escalations, as well as increased ancillary services.
 
2016 FORECAST

The Partnership forecasts 2016 Adjusted EBITDA and DCF in a range of $105 million to $120 million and $70 million to $85 million, respectively, with distribution coverage in a range of 1.1 to 1.2 times, leverage in a range of 4.0 to 4.5 times, and fee-based cash flow greater than 90 percent. The 2016 forecast is based on current commodity pricing and volume expectations. Growth capital expenditures in 2016, which excludes maintenance capital, are forecasted to be in a range of $45 million to $55 million, a reduction of approximately 60 percent over prior year, and primarily include the construction of organic growth projects. The 2016 forecast does not include potential acquisitions, drop downs, or asset development projects.

				
Key Metric	2016 Guidance	2015 Actual	Percent change	
	(millions)	(at the midpoint)	
Adjusted EBITDA	$105 - $120	$66.3	69.7%	
Distributable Cash Flow	$70 - $85	$46.6	66.3%	
Growth Capital Expenditures	$45 - $55	$130.5	(61.7)%	

The Partnership's 2016 guidance assumes WTI oil price of approximately $34 per barrel, composite NGL pricing of $0.44 per gallon, and natural gas prices of $2.35 per MMBtu. For every 10 percent change in oil and composite NGL pricing, the Partnership estimates an impact to Adjusted EBTIDA of $0.5 million and $1 million, respectively. The table in Appendix A provides an overview of forecast Adjusted EBITDA's sensitivity to changes in commodity prices as of March 4, 2016.

BALANCE SHEET

As of December 31, 2015 , the Partnership had $526.9 million outstanding under its senior secured revolving credit facility and its consolidated total leverage ratio under the credit facility was 4.6 times. For the three and twelve months ended December 31, 2015 , capital expenditures totaled $18.7 million and $130.5 million , respectively, which included $1.1 million and $4.5 million for maintenance capital, respectively. 2015 capital expenditures were primarily attributable to

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construction of the Lavaca system, Bakken system, Longview rail facility, Permian off-spec treatment facility as well as the ongoing build-out of the Harvey terminal and initial construction activities for the Midla-Natchez pipeline.

DERIVATIVES

The Partnership enters into derivative agreements to hedge exposure to commodity prices associated with natural gas, NGLs, and crude oil from time to time. As of December 31, 2015, the Partnership had not entered into commodity hedge contracts for 2016 and beyond.

CONFERENCE CALL INFORMATION

The Partnership will host a conference call at 10:00 a.m. Eastern Time on Tuesday, March 8, 2016 to discuss these results. The call will be webcast and archived on the Partnership’s website for a limited time.

Dial-In Numbers:    (877) 291-4570 (Domestic toll-free)
(647) 788-4919 (International)
Conference ID:        32307325
Webcast URL:        www.AmericanMidstream.com under Investor Relations

Non-GAAP Financial Measures

This press release and the accompanying tables, include financial measures in accordance with U.S. generally accepted accounting principles, or GAAP, as well as non-GAAP financial measures, including “ Adjusted EBITDA ,” “ Gross Margin ,” and “ Distributable Cash Flow. ” The tables included in this press release include reconciliations of these non-GAAP financial measures to the nearest comparable GAAP financial measures. In addition, an “Explanation of Non-GAAP Financial Measures” is set forth in Appendix A attached to this press release. This press release does not include a reconciliation of forecasted Adjusted EBITDA or forecasted DCF to forecasted net income (loss) attributable to the Partnership because applicable information on which this reconciliation is based is not readily available. Accordingly, such a reconciliation is not available at this time without unreasonable effort.

About American Midstream Partners, LP

Denver-based American Midstream Partners, LP is a growth-oriented limited partnership formed to own, operate, develop and acquire a diversified portfolio of midstream energy assets. The Partnership provides midstream services in Texas, North Dakota, and the Gulf Coast and Southeast regions of the United States. For more information about American Midstream Partners, LP, visit www.AmericanMidstream.com .

Investor Contact

Allysa Howell, (303) 942-2359
AHowell@AmericanMidstream.com
Investor Relations Manager

Forward-Looking Statements

This press release includes forward-looking statements. These statements relate to, among other things, projections of 2016 financial performance, operational volumetrics and improvements, growth projects, cash flows and capital expenditures. We have used the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "potential," "line-of-sight," and similar terms and phrases to identify forward-looking statements in this press release. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Our operations and future growth involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially

4

affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors which are described in greater detail in our filings with the SEC. Construction of growth projects described in this press release is subject to risks beyond our control including cost overruns and delays resulting from numerous factors.  In addition, we face risks associated with the integration of acquired businesses, decreased liquidity, increased interest and other expenses, assumption of potential liabilities, diversion of management’s attention, and other risks associated with growth and acquisitions, if consummated. Please see our Risk Factor disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 7, 2016. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the previous statements. The forward-looking statements herein speak as of the date of this press release. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this press release.

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American Midstream Partners, LP and Subsidiaries
Consolidated Balance Sheets
(Unaudited, in thousands)

								
 	December 31,
2015	 	December 31,
2014	
Assets	 	 	 	
Current assets	 	 	 	
Cash and cash equivalents	$	—		 	$	499		
Accounts receivable	3,181		 	4,924		
Unbilled revenue	15,559		 	24,619		
Risk management assets	365		 	688		
Other current assets	10,094		 	15,554		
Total current assets	29,199		 	46,284		
Property, plant and equipment, net	648,013		 	582,182		
Goodwill	16,262		 	142,236		
Intangible assets, net	100,965		 	106,306		
Investment in unconsolidated affiliates	82,301		 	22,252		
Other assets, net	14,556		 	14,298		
Total assets	$	891,296		 	$	913,558		
Liabilities and Partners’ Capital	 	 	 	
Current liabilities	 	 	 	
Accounts payable	$	4,667		 	$	20,326		
Accrued gas purchases	7,281		 	14,326		
Accrued expenses and other current liabilities	25,035		 	25,800		
Current portion of long-term debt	2,338		 	2,908		
Risk management liabilities	—		 	215		
Total current liabilities	39,321		 	63,575		
Asset retirement obligations	28,549		 	34,645		
Other liabilities	1,001		 	126		
Long-term debt	525,100		 	372,950		
Deferred tax liability	5,826		 	5,113		
Total liabilities	599,797		 	476,409		
Commitments and contingencies	 	 	 	
Convertible preferred units	 	 	 	
Series A convertible preferred units (9,210 thousand and 5,745 thousand units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively)	169,712		 	107,965		
Equity and partners' capital	 	 	 	
General Partner Interest (536 thousand and 392 thousand units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively)	(104,853	)	 	(2,450	)	
Limited Partner Interests (30,427 thousand and 22,670 thousand units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively)	188,477		 	294,695		
Series B convertible units (1,350 thousand and 1,255 thousand units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively)	33,593		 	32,220		
Accumulated other comprehensive income (loss)	40		 	2		
Total partners’ capital	117,257		 	324,467		
Noncontrolling interests	4,530		 	4,717		
Total equity and partners' capital	121,787		 	329,184		
Total liabilities, equity and partners' capital	$	891,296		 	$	913,558		

6

American Midstream Partners, LP and Subsidiaries
Consolidated Statements of Operations
(Unaudited, in thousands, except for per unit amounts)

																				
 	Three months ended December 31,	 	Years Ended December 31,	
 	2015	 	2014	 	2015	 	2014	 	2013	
Revenue	$	48,549		 	$	79,369		 	$	235,034		 	$	307,309		 	$	294,051		
Gain (loss) on commodity derivatives, net	50		 	808		 	1,324		 	1,091		 	28		
Total revenue	48,599		 	80,177		 	236,358		 	308,400		 	294,079		
Operating expenses:	 	 	 	 	 	 	 	 	 	
Purchases of natural gas, NGLs and condensate	19,141		 	42,223		 	105,883		 	197,952		 	215,053		
Direct operating expenses	16,387		 	13,813		 	59,549		 	45,702		 	32,236		
Selling, general and administrative expenses	7,087		 	5,998		 	27,232		 	23,103		 	19,079		
Equity compensation expense	952		 	404		 	3,774		 	1,536		 	2,094		
Depreciation, amortization and accretion expense	9,915		 	9,482		 	38,014		 	28,832		 	30,002		
Total operating expenses	53,482		 	71,920		 	234,452		 	297,125		 	298,464		
Gain (loss) on involuntary conversion of property, plant and equipment	—		 	—		 	—		 	—		 	343		
Gain (loss) on sale of assets, net	(1	)	 	2		 	(3,011	)	 	(122	)	 	—		
Loss on impairment of property, plant and equipment	—		 	(99,892	)	 	—		 	(99,892	)	 	(18,155	)	
Loss on impairment of goodwill	(118,592	)	 	—		 	(118,592	)	 	—		 	—		
Operating income (loss)	(123,476	)	 	(91,633	)	 	(119,697	)	 	(88,739	)	 	(22,197	)	
Other income (expense):	 	 	 	 	 	 	 	 	 	
     Interest expense	(5,026	)	 	(2,564	)	 	(14,745	)	 	(7,577	)	 	(9,291	)	
Other income (expense)	—		 	2		 	—		 	(670	)	 	—		
Earnings in unconsolidated affiliates	6,936		 	231		 	8,201		 	348		 	—		
Net income (loss) before income tax (expense) benefit	(121,566	)	 	(93,964	)	 	(126,241	)	 	(96,638	)	 	(31,488	)	
Income tax (expense) benefit	(69	)	 	(297	)	 	(1,134	)	 	(557	)	 	495		
Net income (loss) from continuing operations	(121,635	)	 	(94,261	)	 	(127,375	)	 	(97,195	)	 	(30,993	)	
Income (loss) from discontinued operations, net of tax	(1	)	 	(29	)	 	(80	)	 	(611	)	 	(2,413	)	
Net income (loss)	(121,636	)	 	(94,290	)	 	(127,455	)	 	(97,806	)	 	(33,406	)	
Net income (loss) attributable to noncontrolling interests	(55	)	 	7		 	25		 	214		 	633		
Net income (loss) attributable to the Partnership	$	(121,581	)	 	$	(94,297	)	 	$	(127,480	)	 	$	(98,020	)	 	$	(34,039	)	
 	 	 	 	 	 	 	 	 	 	
General Partner's Interest in net income (loss)	$	(1,569	)	 	$	(1,231	)	 	$	(1,645	)	 	$	(1,279	)	 	$	(1,405	)	
Limited Partners' Interest in net income (loss)	$	(120,012	)	 	$	(93,066	)	 	$	(125,835	)	 	$	(96,741	)	 	$	(32,634	)	
 	 	 	 	 	 	 	 	 	 	
Distribution declared per common unit (a)	$	0.4725		 	$	0.4725		 	$	1.8900		 	$	1.8500		 	$	1.7500		
Limited partners' net income (loss) per common unit	 	 	 	 	 	 	
Basic and diluted:	 	 	 	 	 	 	 	 	 	
Income (loss) from continuing operations	$	(4.16	)	 	$	(4.98	)	 	$	(6.00	)	 	$	(8.54	)	 	$	(7.15	)	
Income (loss) from discontinued operations	—		 	—		 	—		 	(0.04	)	 	(0.27	)	
Net income (loss)	$	(4.16	)	 	$	(4.98	)	 	$	(6.00	)	 	$	(8.58	)	 	$	(7.42	)	
Weighted average number of common units outstanding:	 	 	 	 	 	 	
Basic and diluted	30,412		 	19,597		 	24,983		 	13,472		 	7,525		
(a)    Declared and paid for the three and twelve months ended December 31, 2015 , 2014 and 2013.

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American Midstream Partners, LP and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited, in thousands)

												
 	Years Ended December 31,	
 	2015	 	2014	 	2013	
Cash flows from operating activities	 	 	 	 	 	
Net income (loss)	$	(127,455	)	 	$	(97,806	)	 	$	(33,406	)	
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	 	 	 	 	 	
Depreciation, amortization and accretion expense	38,014		 	28,832		 	29,999		
Amortization of deferred financing costs	1,482		 	2,212		 	1,334		
Amortization of weather derivative premium	912		 	1,035		 	662		
Unrealized (gain) loss on derivative contracts, net	71		 	(595	)	 	1,505		
Non-cash compensation	3,863		 	1,626		 	2,094		
Postretirement expense (benefit)	(14	)	 	(45	)	 	(73	)	
(Gain) loss on involuntary conversion of property, plant and equipment	—		 	—		 	(343	)	
(Gain) loss on sale of assets, net	3,161		 	207		 	75		
Loss on impairment of property, plant and equipment	—		 	99,892		 	18,155		
Loss on impairment of noncurrent assets held for sale	—		 	673		 	2,400		
Loss on impairment of goodwill	118,592		 	—		 	—		
Earnings in unconsolidated affiliates	(8,201	)	 	(348	)	 	—		
Distributions from unconsolidated affiliates	8,201		 	348		 	—		
Deferred tax expense (benefit)	953		 	213		 	(847	)	
Changes in operating assets and liabilities, net of effects of assets acquired and liabilities assumed:	 	 	 	 	 	
Accounts receivable	1,743		 	13,067		 	(790	)	
Unbilled revenue	9,060		 	2,272		 	(226	)	
Risk management assets and liabilities	(875	)	 	(809	)	 	(1,147	)	
Other current assets	(962	)	 	(7,533	)	 	(1,614	)	
Other assets, net	(522	)	 	6,049		 	(823	)	
Accounts payable	(3,643	)	 	(12,026	)	 	(845	)	
Accrued gas purchases	(7,045	)	 	(5,540	)	 	462		
Accrued expenses and other current liabilities	2,857		 	(9,149	)	 	769		
Asset retirement obligations	(90	)	 	(1,030	)	 	—		
Other liabilities	835		 	(67	)	 	(118	)	
Net cash provided by operating activities	40,937		 	21,478		 	17,223		
Cash flows from investing activities	 	 	 	 	 	
Cost of acquisitions, net of cash acquired and settlements	7,383		 	(362,316	)	 	—		
Additions to property, plant and equipment	(130,549	)	 	(96,998	)	 	(27,196	)	
Proceeds from disposal of property, plant and equipment	4,813		 	6,323		 	500		
Insurance proceeds from involuntary conversion of property, plant and equipment	—		 	—		 	482		
Investment in unconsolidated affiliates	(71,597	)	 	(12,000	)	 	—		
Proceeds from equity method investment, return of capital	12,367		 	1,632		 	—		
Restricted cash	6,475		 	(8,511	)	 	(2,000	)	
Net cash used in investing activities	(171,108	)	 	(471,870	)	 	(28,214	)	
Cash flows from financing activities	 	 	 	 	 	
Proceeds from issuance of common units to public, net of offering costs	82,488		 	204,255		 	54,853		

8

	
												
Unitholder contributions	1,905		 	5,588		 	13,075		
Unitholder distributions	(53,386	)	 	(28,009	)	 	(16,120	)	
Issuance of Series A Units, net of issuance costs	44,768		 	—		 	14,393		
Issuance of Series B Units	—		 	30,000		 	—		
Unitholder distributions for common control transactions	(96,297	)	 	—		 	(27,650	)	
Acquisition of noncontrolling interests	(74	)	 	(8	)	 	(752	)	
Net distributions to noncontrolling interests	(40	)	 	(314	)	 	(661	)	
LTIP tax netting unit repurchase	(756	)	 	(256	)	 	(630	)	
Deferred financing costs	(2,238	)	 	(3,841	)	 	(2,113	)	
Payments on other debt	(3,557	)	 	(2,589	)	 	(2,640	)	
Borrowings on other debt	4,709		 	3,449		 	3,795		
Payments on loan to affiliate	—		 	—		 	(20,000	)	
Payments on bank loans	—		 	—		 	(34,730	)	
Borrowings on bank loans	—		 	—		 	27,546		
Payments on long-term debt	(189,150	)	 	(250,870	)	 	(131,571	)	
Borrowings on long-term debt	341,300		 	493,085		 	134,021		
Net cash provided by financing activities	129,672		 	450,490		 	10,816		
Net increase (decrease) in cash and cash equivalents	(499	)	 	98		 	(175	)	
Cash and cash equivalents	 	 	 	 	 	
Beginning of period	499		 	401		 	576		
End of period	$	—		 	$	499		 	$	401		
Supplemental cash flow information	 	 	 	 	 	
Interest payments, net	$	12,013		 	$	6,726		 	$	6,416		
Supplemental non-cash information	 	 	 	 	 	
(Decrease) increase in accrued property, plant and equipment	$	(25,637	)	 	$	31,390		 	$	(5,181	)	
Net assets contributed by General Partner in the Blackwater Acquisition	—			—			22,121		
Net assets contributed by General Partner in exchange for the issuance of Series A Units	—			—			59,995		
Fair value of Series A Units in excess of net assets received	—			—			15,612		
Accrued and paid-in-kind unitholder distribution for Series A Units	16,978			13,154			4,811		
Paid-in-kind unitholder distribution for Series B Units	1,373			2,220			—		
Common unit issuance related to Costar Acquisition	—			147,296			—		

9

American Midstream Partners, LP and Subsidiaries
Reconciliation of Adjusted EBITDA and Distributable Cash Flow
to Net income (loss) attributable to the Partnership
(Unaudited, in thousands)

																				
	Three months ended December 31,	 	Years Ended December 31,	
	2015	 	2014	 	2015	 	2014	 	2013	
Reconciliation of Adjusted EBITDA to Net income (loss) attributable to the Partnership:		 		 	 	 	 	 	 	
Net income (loss) attributable to the Partnership	$	(121,581	)	 	$	(94,297	)	 	$	(127,480	)	 	$	(98,020	)	 	$	(34,039	)	
Add:		 		 	 	 	 	 	 	
Depreciation, amortization and accretion expense	9,915		 	9,482		 	38,014		 	28,832		 	30,002		
Interest expense	4,602		 	2,405		 	13,631		 	6,433		 	7,850		
Debt issuance costs	254		 	461		 	2,238		 	3,841		 	2,113		
Unrealized (gain) loss on derivatives, net	594		 	(2	)	 	71		 	(595	)	 	1,495		
Non-cash equity compensation expense	973			427			3,863			1,626			2,094		
Transaction expenses	59		 	234		 	1,426		 	1,794		 	3,987		
Income tax expense (benefit)	76		 	282		 	953		 	224		 	(847	)	
Impairment on property, plant and equipment	—		 	99,892		 	—		 	99,892		 	18,155		
Loss on impairment of noncurrent assets held for sale	—		 	—		 	—		 	673		 	2,400		
Loss on impairment of goodwill	118,592		 	—		 	118,592		 	—		 	—		
Proceeds from equity method investment, return of capital	7,064		 	649		 	12,367		 	1,632		 	—		
General Partner contribution for cost reimbursement	—		 	—		 	330		 	—		 	—		
Deduct:		 		 	 	 	 	 	 	
COMA income	139		 	342		 	841		 	943		 	843		
Straight-line amortization of put costs	—		 	—		 	—		 	—		 	119		
OPEB plan net periodic benefit	5		 	10		 	14		 	45		 	73		
Gain (loss) on involuntary conversion of property, plant and equipment	—		 	—		 	—		 	—		 	343		
Gain (loss) on sale of assets, net	(1	)	 	2		 	(3,161	)	 	(207	)	 	(75	)	
Adjusted EBITDA	$	20,405		 	$	19,179		 	$	66,311		 	$	45,551		 	$	31,907		
Deduct:		 		 	 	 	 	 	 	
Cash interest expense (a)	4,573		 	2,366		 	13,478		 	6,275		 	7,295		
Normalized maintenance capital (b)	1,550		 	1,300		 	6,200		 	5,200		 	4,685		
Series A convertible preferred payment (c)	—		 	—		 	—		 	1,338		 	3,696		
Distributable Cash Flow	$	14,282		 	$	15,513		 	$	46,633		 	$	32,738		 	$	16,231		

(a)	Excludes amortization of debt issuance costs and mark-to-market adjustments related to interest rate derivatives.	
		
(b)	Represents quarterly maintenance capital expenditures in each given period, which is what the Partnership expects to be required to maintain assets over the long term.	
		
(c)	Calculated on a pro-rata basis for the number of days the Series A units were outstanding during the given periods.	

10

American Midstream Partners, LP and Subsidiaries
Reconciliation of Gross Margin to Net income (loss) attributable to the Partnership
(Unaudited, in thousands)

																				
 	Three months ended December 31,	 	Years Ended December 31,	
 	2015	 	2014	 	2015 (a)	 	2014 (a)	 	2013 (a)	
Reconciliation of Gross Margin to Net income (loss) attributable to the Partnership	 	 	 	 	 	 	 	 	 	
Gathering and processing segment gross margin	$	17,179		 	$	19,694		 	$	76,865		 	$	50,817		 	$	36,985		
Transmission segment gross margin	8,326		 	13,846		 	35,301		 	42,828		 	32,408		
Terminals segment gross margin (b)	2,562		 	2,687		 	11,115		 	9,162		 	5,428		
Total gross margin	28,067		 	36,227		 	123,281		 	102,807		 	74,821		
Plus:	 	 	 	 	 	 	 	 	 	
Gain (loss) on commodity derivatives, net	50		 	808		 	1,324		 	1,091		 	28		
Earnings in unconsolidated affiliates	6,936		 	231		 	8,201		 	348		 	—		
Less:	 	 	 	 	 	 	 	 	 	
Direct operating expenses (b)	14,540		 	12,310		 	52,909		 	39,360		 	27,833		
Selling, general and administrative expenses	7,087		 	5,998		 	27,232		 	23,103		 	19,079		
Equity compensation expense	952		 	404		 	3,774		 	1,536		 	2,094		
Depreciation, amortization and accretion expense	9,915		 	9,482		 	38,014		 	28,832		 	30,002		
(Gain) loss on involuntary conversion of property, plant and equipment	—		 	—		 	—		 	—		 	(343	)	
(Gain) loss on sale of assets, net	1		 	(2	)	 	3,011		 	122		 	—		
Loss on impairment of property, plant and equipment	—			99,892			—			99,892			18,155		
Loss on impairment of goodwill	118,592			—			118,592			—			—		
Interest expense	5,026			2,564			14,745			7,577			9,291		
Other (income) expense	—			(2	)		—			670			—		
Other, net (c)	506		 	584		 	770		 	(208	)	 	226		
Income tax expense (benefit)	69		 	297		 	1,134		 	557		 	(495	)	
Income (loss) from discontinued operations, net of tax	1		 	29		 	80		 	611		 	2,413		
Net income (loss) attributable to noncontrolling interest	(55	)	 	7		 	25		 	214		 	633		
Net income (loss) attributable to the Partnership	$	(121,581	)	 	$	(94,297	)	 	$	(127,480	)	 	$	(98,020	)	 	$	(34,039	)	
		
(a)	During these years, we had the following transactions that affect comparability: i) in September 2015, we acquired a non-operated 12.9% indirect interest in Delta House, which we account for as an equity method investment; ii) in October 2014 and January 2014, we acquired the Costar and Lavaca systems, respectively, both of which are included in our Gathering and Processing segment; iii) in December 2013, we acquired Blackwater, which is included in our Terminals segment; and iv) in April 2013, we acquired the High Point System, a portion of which is included in our Transmission segment.	
		
(b)	Direct operating expenses includes Gathering and Processing segment direct operating expenses of $10.8 million and $8.6 million and Transmission segment direct operating expenses of $3.7 million and $3.7 million , respectively, for the three months ended December 31, 2015 and 2014. Direct operating expenses related to our Terminals segment of $1.8 million and $1.5 million , respectively, for the three months ended December 31, 2015 and 2014 are included within the calculation of Terminals segment gross margin. Direct operating expenses includes Gathering and Processing segment direct operating expenses of $39.2 million , $23.8 million , and $14.6 million and Transmission segment direct operating expenses of $13.7 million , $15.6 million , and $13.3 million for the for each of the three years ended December 31, 2015 , 2014 and 2013 , respectively. Direct operating expenses related to our Terminals segment of $6.6 million , $6.3 million , and $4.4 million are included within the calculation of Terminals segment gross margin for each of the three years ended December 31, 2015 , 2014 and 2013 , respectively.	
		
(c)	Other, net includes realized gain on commodity derivatives of $0.6 million and $0.9 million and COMA income of $0.1 million and $0.3 million for the three months ended December 31, 2015 and 2014, respectively. Other, net includes realized gain on commodity derivatives of $1.6 million , $0.7 million and $1.1 million and COMA income of $0.8 million , $0.9 million and $0.8 million for each of the years ended December 31, 2015 , 2014 and 2013 , respectively.	

11

American Midstream Partners, LP and Subsidiaries
Segment Financial and Operating Data
(Unaudited, in thousands, except for operating and pricing data)

																				
 	Three months ended December 31,	 	Years Ended December 31,	
 	2015	 	2014	 	2015	 	2014	 	2013	
Segment Financial and Operating Data:	 	 	 	 	 	 	 	 	 	
Gathering and Processing segment	 	 	 	 	 	 	 	 	 	
Financial data:	 	 	 	 	 	 	 	 	 	
Revenue	$	34,606		 	$	56,406		 	$	173,597		 	$	203,616		 	$	205,179		
Gain (loss) on commodity derivatives, net	50		 	808		 	1,324		 	1,091		 	28		
Total revenue	34,656		 	57,214		 	174,921		 	204,707		 	205,207		
Purchases of natural gas, NGLs and condensate	17,934		 	37,307		 	97,580		 	152,690		 	168,574		
Direct operating expenses	10,847		 	8,620		 	39,189		 	23,783		 	14,574		
Other financial data:	 	 	 	 	 	 	 	 	 	
Segment gross margin	$	17,179		 	$	19,694		 	$	76,865		 	$	50,817		 	$	36,985		
Operating data:	 	 	 	 	 	 	 	 	 	
Average throughput (MMcf/d)	322.1		 	320.3		 	338.2		 	274.8		 	277.2		
Average plant inlet volume (MMcf/d) (a)	107.1		 	120.2		 	120.9		 	89.1		 	117.3		
Average gross NGL production (Mgal/d) (a)	155.2		 	138.4		 	231.1		 	64.2		 	52.0		
Average gross condensate production (Mgal/d) (a)	77.6		 	167.1		 	99.8		 	75.2		 	46.2		
Average realized prices:	 	 	 	 	 	 	 	 	 	
Natural gas ($/Mcf)	$	2.31		 	$	4.27		 	$	2.91		 	$	4.92		 	$	4.03		
NGLs ($/gal)	$	0.45		 	$	0.76		 	$	0.58		 	$	0.91		 	$	0.90		
Condensate ($/gal)	$	0.84		 	$	1.15		 	$	0.97		 	$	1.62		 	$	2.29		
Transmission segment	 	 	 	 	 	 	 	 	 	
Financial data:	 	 	 	 	 	 	 	 	 	
Total revenue	$	9,534		 	$	18,773		 	$	43,682		 	$	88,189		 	$	79,041		
Purchases of natural gas, NGLs and condensate	1,206		 	4,916		 	8,303		 	45,262		 	46,479		
Direct operating expenses	3,693		 	3,690		 	13,720		 	15,577		 	13,259		
Other financial data:	 	 	 	 	 	 	 	 	 	
Segment gross margin	$	8,326		 	$	13,846		 	$	35,301		 	$	42,828		 	$	32,408		
Operating data:	 	 	 	 	 	 	 	 	 	
Average throughput (MMcf/d)	634.7		 	803.4		 	708.6		 	778.9		 	644.7		
Average firm transportation - capacity reservation (MMcf/d)	635.4		 	605.3		 	653.7		 	577.9		 	640.7		
Average interruptible transportation - throughput (MMcf/d)	375.5		 	483.8		 	410.3		 	468.9		 	389.2		
Terminals segment	 	 	 	 	 	 	 	 	 	
Financial data:	 	 	 	 	 	 	 	 	 	
Total revenue	$	4,409		 	$	4,190		 	$	17,755		 	$	15,504		 	$	9,831		
Direct operating expenses	1,847		 	1,503		 	6,640		 	6,342		 	4,403		
Other financial data:	 	 	 	 	 	 	 	 	 	
Segment gross margin	$	2,562		 	$	2,687		 	$	11,115		 	$	9,162		 	$	5,428		
Operating data:	 	 	 	 	 	 	 	 	 	
Contracted Capacity (Bbls)	1,589,133	 	1,317,800	 	1,487,542	 	1,247,058	 	1,114,792	
Design Capacity (Bbls)	1,800,800	 	1,503,400	 	1,688,950	 	1,363,817	 	1,165,600	
Storage utilization (b)	88.2	%	 	87.7	%	 	88.1	%	 	91.4	%	 	95.6	%	

12

		
(a)	Excludes volumes and gross production under our elective processing arrangements.	
		
(b)	Excludes storage utilization associated with our discontinued operations.	

Appendix A

2016 Forecast Adjusted EBITDA Commodity Price Sensitivity

							
Weighted Average NGLs* ($/gal)	WTI Crude ($/Bbl)	
	$27	$30	$34	$37	$40	
$0.35	$109.5	$110.0	$110.5	$111.0	$111.5	
$0.39	$110.5	$111.0	$111.5	$112.0	$112.5	
$0.44	$111.5	$112.0	$112.5	$113.0	$113.5	
$0.48	$112.5	$113.0	$113.5	$114.0	$114.5	
$0.52	$113.5	$114.0	$114.5	$115.0	$115.5	
*Assumes Ethane 22%, Propane 32%, Iso-Butane 8%, N. Butane 14%, and N. Gasoline 24%.	

Note About Non-GAAP Financial Measures
Gross margin, Adjusted EBITDA and DCF are all non-GAAP financial measures. Each has important limitations as an analytical tool because it excludes some, but not all, items that affect the most directly comparable GAAP financial measures. Management compensates for the limitations of these non-GAAP financial measures as analytical tools by reviewing the nearest comparable GAAP financial measures, understanding the differences between the measures and incorporating these data points into management’s decision-making process.
You should not consider any of gross margin, Adjusted EBITDA or DCF in isolation or as a substitute for or more meaningful than our results as reported under GAAP. Gross margin, Adjusted EBITDA and DCF may be defined differently by other companies in our industry. Our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

We define Adjusted EBITDA as net income (loss) attributable to the Partnership, plus interest expense, income tax expense, depreciation, amortization and accretion expense, certain non-cash charges such as non-cash equity compensation expense, unrealized losses on commodity derivative contracts, debt issuance costs, return of capital from unconsolidated affiliates, transaction expenses and selected charges that are unusual or nonrecurring, less interest income, income tax benefit, unrealized gains on commodity derivative contracts, and selected gains that are unusual or nonrecurring. The GAAP measure most directly comparable to our performance measure Adjusted EBITDA is net income (loss) attributable to the Partnership.

DCF is a significant performance metric used by us and by external users of the Partnership's financial statements, such as investors, commercial banks and research analysts, to compare basic cash flows generated by us to the cash distributions we expect to pay the Partnership's unitholders. Using this metric, management and external users of the Partnership's financial statements can quickly compute the coverage ratio of estimated cash flows to planned cash distributions. DCF is also an important financial measure for the Partnership's unitholders since it serves as an indicator of the Partnership's success in providing a cash return on investment. Specifically, this financial measure may indicate to investors whether we are generating cash flow at a level that can sustain or support an increase in the Partnership's quarterly distribution rates. DCF is also a quantitative standard used throughout the investment community with respect to publicly traded partnerships and limited liability companies because the value of a unit of such an entity is generally determined by the unit's yield (which in turn is based on the amount of cash distributions the entity pays to a unitholder). DCF will not reflect changes in working capital balances.

We define DCF as Adjusted EBITDA plus interest income, less cash paid for interest expense, normalized maintenance capital expenditures, and dividends related to the Series A convertible preferred units. The GAAP financial measure most comparable to DCF is net income (loss) attributable to the Partnership.

13

The GAAP measure most directly comparable to forecasted Adjusted EBITDA and DCF is forecasted net income (loss) attributable to the Partnership. Net income (loss) attributable to the Partnership is forecasted to be approximately $2 million to $6 million in 2016.

Segment gross margin and gross margin are metrics that we use to evaluate our performance. We define segment gross margin in our Gathering and Processing segment as revenue generated from gathering and processing operations and realized gains or (losses) on commodity derivatives, less the cost of natural gas, crude oil, NGLs and condensate purchased and revenue from construction, operating and maintenance agreements ("COMA"). Revenue includes revenue generated from fixed fees associated with the gathering and treatment of natural gas and crude oil and from the sale of natural gas, crude oil, NGLs and condensate resulting from gathering and processing activities under fixed-margin and percent-of-proceeds arrangements. The cost of natural gas, NGLs and condensate includes volumes of natural gas, NGLs and condensate remitted back to producers pursuant to percent-of-proceeds arrangements and the cost of natural gas purchased for our own account, including pursuant to fixed-margin arrangements.

We define segment gross margin in our Transmission segment as revenue generated from firm and interruptible transportation agreements and fixed-margin arrangements, plus other related fees, less the cost of natural gas purchased in connection with fixed-margin arrangements. Substantially all of our gross margin in this segment is fee-based or fixed-margin, with little to no direct commodity price risk.

We define segment gross margin in our Terminals segment as revenue generated from fee-based compensation on guaranteed firm storage contracts and throughput fees charged to our customers less direct operating expense which includes direct labor, general materials and supplies and direct overhead.

We define gross margin as the sum of our segment gross margin for our Gathering and Processing, Transmission and Terminals segments. The GAAP measure most directly comparable to gross margin is net income (loss) attributable to the Partnership.

14

15