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): May 14, 2012

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.)	

1614 15th Street, Suite 300
Denver, Colorado 80202	 	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))	

 

Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition
On May 14, 2012, American Midstream Partners, LP issued a press release announcing its financial results for the 2012 first quarter. A copy of the press release covering such announcement and certain other matters is attached hereto as Exhibit 99.1.
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.
Section 9 - Financial Statements and Exhibits
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: May 14, 2012	 	By:	 	/s/ William B. Mathews	
	 	Name:	 	William B. Mathews	
	 	Title:	 	Secretary, General Counsel and
Vice President of Legal Affairs	

Exhibit Index

Exhibit Number	  	Description	
		
99.1	  	American Midstream Partners, LP press release dated May 14, 2012	

FOR IMMEDIATE RELEASE:
American Midstream Partners, LP
Reports Financial Results for the First Quarter 2012
DENVER, CO–May 14, 2012– American Midstream Partners, LP (NYSE: AMID) today reported financial results for the quarter ended March 31, 2012.
Gross margin for the first quarter of 2012 was $14.2 million, an increase of $1.9 million, or approximately 15%, compared to $12.3 million in the prior year period. The increase was due primarily to incremental gross margin from the Gathering and Processing segment, higher revenues on reimbursable projects, and higher NGL prices that positively impacted margins associated with processing plants.
Adjusted EBITDA for the first quarter of 2012 was $6.3 million, compared to $6.7 million in the prior year period. The decrease was primarily due to costs associated with being a publicly traded company.
Net income for the first quarter of 2012 was $1.7 million, compared to a net loss of $(3.5) million in the prior year period. Limited partners’ net income per common unit and subordinated unit for the first quarter of 2012 was $0.18, compared to limited partners’ net loss per common unit and subordinated unit of $(0.62) in the prior year period.
Distributable cash flow (DCF) for the first quarter of 2012 was $4.4 million compared to $4.6 million in the first quarter of 2011. DCF for the first quarter of 2012 represents 110 percent coverage of the first quarter distribution of $4.0 million, or $0.4325 per common and subordinated unit, which will be paid to unitholders on May 14, 2012.
Commenting on the quarterly results, Brian Bierbach, President and Chief Executive Officer said, “We are off to a strong start in 2012 with solid quarterly results during a period of volatile commodity prices. We continue to demonstrate the ability to achieve consistent results while executing on growth opportunities around our assets and beyond. Our combination of high-quality assets coupled with significant organic growth opportunities puts American Midstream in a very good position to continue delivering strong returns for our unitholders.”

REVIEW OF SEGMENT PERFORMANCE
Gross margin for the Partnership’s two segments increased to $14.2 million in the first quarter of 2012 from $12.3 million in the prior year period.
Gathering and Processing – The Gathering and Processing segment includes natural gas transportation and gathering, natural gas processing and treating, and selling or delivering natural gas and NGLs to various markets and pipeline systems.
For the Gathering and Processing segment, total natural gas throughput volumes averaged 367.3 million cubic feet (MMcf) per day and processed NGLs averaged 51.4 thousand gallons (Mgal) per day for the first quarter of 2012, compared to 242.8 MMcf per day of natural gas and 55.1 Mgal per day of processed NGLs for the prior year period.
Segment gross margin for Gathering and Processing was $9.4 million for the first quarter of 2012, compared with $8.2 million for the prior year period.
This increase in gross margin was primarily due to the incremental gross margin attributable to the acquired 50% non-operated interest in the Burns Point processing plant, higher revenues associated with reimbursable projects, and higher NGL prices that positively impacted our margins associated with our processing operations. The increase was offset by lower NGL production from the Bazor Ridge processing plant as a result of downtime for the gas-to-gas exchanger for maintenance and lower NGL production associated with elective processing agreement due to higher on-system deliveries.
Transmission – The Transmission segment transports and delivers natural gas from producing wells, receipt points, or pipeline interconnects for shippers.
For the Transmission segment, total natural gas throughput volumes averaged 393.3 MMcf per day, compared with 446.0 MMcf per day for the prior year period.
Segment gross margin for Transportation was $4.8 million for the first quarter of 2012, compared with $4.1 million for the prior year period. This increase of $0.7 million was primarily due to higher revenues from reimbursable projects and was partially offset by lower throughput volumes on our FERC regulated systems, due to decreased heating demand as a result of a warmer than expected winter.
Conference Call
American Midstream will conduct a conference call and webcast to discuss its first quarter 2012 financial results on Tuesday, May15, 2012, at 12:00 p.m. Eastern Time. The call may be accessed live at the investor relations section of the American Midstream website at www.AmericanMidstream.com. The live call may also be accessed by dialing 800-659-1942 for domestic users or 617-614-2710 for international users. The passcode for both phone numbers is 97383440.

A replay of the audio webcast will be available shortly after the call on American Midstream’s website. A telephonic replay will be available through June 15, 2012 by dialing 888-286-8010 for domestic users or 617-801-6888 for international users. The passcode for both phone numbers is 46891526.
Non-GAAP Financial Measures
This press release, and the accompanying tables, includes 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 attached to this press release include reconciliations of these non-GAAP financial measures to the nearest GAAP financial measures. In addition an “Explanation of Non-GAAP Financial Measures” is set forth in Appendix A attached to this press release.
About American Midstream Partners
Denver-based American Midstream Partners is a growth-oriented limited partnership formed to own, operate, develop and acquire a diversified portfolio of natural gas midstream energy assets. The company provides midstream services in the Gulf Coast and Southeast regions of the United States. For more information about American Midstream Partners, visit www.AmericanMidstream.com.
Forward Looking Statements
This press release includes forward-looking statements. These statements relate to, among other things, projections of 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” 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 involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially 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. Please see our Risk Factor disclosures included in Annual Report on Form 10-K for the year ended December 31, 2011 filed on March 19, 2012 and our Quarterly Report on Form 10-Q filed on May 14, 2012. 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. 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.

American Midstream Partners, LP and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(In thousands except unit amounts)

   	  	March 31,
2012	 	  	December 31,
2011	 	
Assets	  				  				
Current assets	  				  				
Cash and cash equivalents	  	$	158	  	  	$	871	  	
Accounts receivable	  	 	1,357	  	  	 	1,218	  	
Unbilled revenue	  	 	14,175	  	  	 	19,745	  	
Risk management assets	  	 	461	  	  	 	456	  	
Other current assets	  	 	4,723	  	  	 	3,323	  	
	  	 	 	 	  	 	 	 	
Total current assets	  	 	20,874	  	  	 	25,613	  	
Property, plant and equipment, net	  	 	165,212	  	  	 	170,231	  	
Risk management assets – long term	  	 	79	  	  	 	—  	  	
Other assets, net	  	 	3,643	  	  	 	3,707	  	
	  	 	 	 	  	 	 	 	
Total assets	  	$	189,808	  	  	$	199,551	  	

Liabilities and Partners’ Capital	  				  				
Current liabilities	  				  				
Accounts payable	  	$	477	  	  	$	837	  	
Accrued gas purchases	  	 	9,392	  	  	 	14,715	  	
Risk management liabilities	  	 	396	  	  	 	635	  	
Accrued expenses and other current liabilities	  	 	5,174	  	  	 	7,086	  	
	  	 	 	 	  	 	 	 	
Total current liabilities	  	 	15,439	  	  	 	23,273	  	
Other liabilities	  	 	8,563	  	  	 	8,612	  	
Long-term debt	  	 	66,470	  	  	 	66,270	  	
	  	 	 	 	  	 	 	 	
Total liabilities	  	 	90,472	  	  	 	98,155	  	
	  	 	 	 	  	 	 	 	
Commitments and contingencies	  				  				
Partners’ capital	  				  				
General partner interest (0.2 and 0.2 million units issued and outstanding as of March 31, 2012 and December 31, 2011, respectively)	  	 	1,025	  	  	 	1,091	  	
Limited partner interest (9.1 and 9.1 million units issued and outstanding as of March 31, 2012 and December 31, 2011, respectively)	  	 	97,893	  	  	 	99,890	  	
Accumulated other comprehensive income	  	 	418	  	  	 	415	  	
	  	 	 	 	  	 	 	 	
    Total partners’ capital	  	 	99,336	  	  	 	101,396	  	
	  	 	 	 	  	 	 	 	
    Total liabilities and partners’ capital	  	$	189,808	  	  	$	199,551	  	

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

									
   	  	Three Months Ended
March 31	 	
   	  	2012	 	 	2011	 	
Revenue	  	$	47,388	  	 	$	67,265	  	
Unrealized gain (loss) on commodity derivatives	  	 	323	  	 	 	(3,500	) 	
	  	 	 	 	 	 	 	 	
Total revenue	  	 	47,711	  	 	 	63,765	  	
	  	 	 	 	 	 	 	 	
Operating expenses:	  				 				
Purchases of natural gas, NGLs and condensate	  	 	33,209	  	 	 	54,953	  	
Direct operating expenses	  	 	3,240	  	 	 	3,058	  	
Selling, general and administrative expenses	  	 	3,329	  	 	 	2,202	  	
Transaction expenses	  	 	—  	  	 	 	288	  	
Equity compensation expense	  	 	331	  	 	 	473	  	
Depreciation and accretion expense	  	 	5,159	  	 	 	5,037	  	
	  	 	 	 	 	 	 	 	
Total operating expenses	  	 	45,268	  	 	 	66,011	  	
	  	 	 	 	 	 	 	 	
Operating income (loss)	  	 	2,443	  	 	 	(2,246	) 	
Other income (expenses):	  				 				
Interest expense	  	 	(757	) 	 	 	(1,264	) 	
Gain (loss) on sale of assets, net	  	 	5	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	
Net income (loss)	  	$	1,691	  	 	$	(3,510	) 	
	  	 	 	 	 	 	 	 	
General partner’s interest in net income (loss)	  	$	34	  	 	$	(70	) 	
	  	 	 	 	 	 	 	 	
Limited partners’ interest in net income (loss)	  	$	1,657	  	 	$	(3,440	) 	
	  	 	 	 	 	 	 	 	
Limited partners’ net income (loss) per unit (basic)	  	$	0.18	  	 	$	(0.62	) 	
	  	 	 	 	 	 	 	 	
Weighted average number of units used in computation of limited partners’net income (loss) per unit (basic)	  	 	9,092	  	 	 	5,568	  	
	  	 	 	 	 	 	 	 	
Limited partners’ net income (loss) per unit (diluted)	  	$	0.18	  	 	$	(0.62	) 	
	  	 	 	 	 	 	 	 	
Weighted average number of units used in computation of limited partners’net income (loss) per unit (diluted)	  	 	9,250	  	 	 	5,568	  	

American Midstream Partners, LP and Subsidiaries
Reconciliation of Net Income to Adjusted EBITDA
(In thousands)

									
   	  	Three Months
Ended March 31,	 	
   	  	2012	 	 	2011	 	
 	  	(in thousands)	 	
Reconciliation of Net Income (Loss) to Adjusted EBITDA	  				 				
Net income	  	$	1,691	  	 	$	(3,510	) 	
Add:	  				 				
Depreciation and accretion expense	  	 	5,159	  	 	 	5,037	  	
Interest expense	  	 	757	  	 	 	1,264	  	
Unrealized loss (gain) on commodity derivatives	  	 	(323	) 	 	 	3,500	  	
Non-cash equity compensation expense	  	 	331	  	 	 	335	  	
Transaction expenses	  	 	—  	  	 	 	288	  	
Deduct:	  				 				
COMA income	  	 	1,206	  	 	 	94	  	
Straight-line amortization of put costs (1)	  	 	112	  	 	 	74	  	
Other post employment benefit plan periodic benefit (cost)	  	 	21	  	 	 	—  	  	
Gain (loss) on sale of assets, net	  	 	5	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	
Adjusted EBITDA	  	$	6,271	  	 	$	6,746	  	

(1)	Amounts noted represent the straight-line amortization of the cost of commodity put contracts over the life of the contract.	
Reconciliation of Adjusted EBITDA to Distributable Cash Flow
(In thousands)

   	  	Three Months
Ended March 31,	 	
   	  	2012	 	  	2011	 	
 	  	(in thousands)	 	
Reconciliation of Adjusted EBITDA to Distributable Cash Flow	  				  				
Adjusted EBITDA	  	$	6,271	  	  	$	6,746	  	
Deduct:	  				  				
Cash interest expense (1)	  	 	616	  	  	 	1,067	  	
Integrity management costs (2)	  	 	375	  	  	 	375	  	
Maintenance capital expenditures (3)	  	 	875	  	  	 	750	  	
	  	 	 	 	  	 	 	 	
Distributable cash flow	  	$	4,405	  	  	$	4,554	  	

(1)	Excludes amortization of debt issuance costs and mark-to-market adjustments related to interest rate derivatives.	
(2)	Amounts noted represent average estimated integrity management costs over the 7 year mandatory testing cycle.	
(3)	Amounts noted represent estimated annual maintenance capital expenditures of $3.5 million which is what we expect to be required to maintain our assets over the long term.	

Reconciliation of Net Cash Flows from Operating Activities to Distributable Cash Flow
(In thousands)

   	  	Three Months
Ended March 31,	 	
   	  	2012	 	  	2011	 	
 	  	(in thousands)	 	
Reconciliation of Net Cash Flows from Operating Activities to
        Distributable Cash flow	  				  				
Net cash provided / (used) in operating activities	  	$	4,183	  	  	$	5,067	  	
Add:	  				  				
Change in operating assets and liabilities	  	 	2,790	  	  	 	492	  	
Interest expense	  	 	616	  	  	 	1,067	  	
Transaction expenses	  	 	—  	  	  	 	288	  	
Deduct:	  				  				
Cash interest expense (1)	  	 	616	  	  	 	1,067	  	
Straight-line amortization of put costs (2)	  	 	112	  	  	 	74	  	
COMA income	  	 	1,206	  	  	 	94	  	
Integrity management costs (3)	  	 	375	  	  	 	375	  	
Maintenance capital expenditures (4)	  	 	875	  	  	 	750	  	
	  	 	 	 	  	 	 	 	
Distributable Cash Flow	  	$	4,405	  	  	$	4,554	  	

(1)	Excludes amortization of debt issuance costs and mark-to-market adjustments related to interest rate derivatives.	
(2)	Amounts noted represent the straight-line amortization of the cost of commodity put contracts over the life of the contract.	
(3)	Amounts noted represent average estimated integrity management costs over the 7 year mandatory testing cycle.	
(4)	Amounts noted represent estimated annual maintenance capital expenditures of $3.5 million which is what we expect to be required to maintain our assets over the long term.	

Reconciliation of Gross Margin to Net Income
(In thousands)

   	  	Gathering
and
Processing	 	 	Transmission	 	  	Total	 	
 	  	(in thousands)	 	
Three months ended March 31, 2012	  				 				  				
Revenue	  	$	34,250	  	 	$	13,138	  	  	$	47,388	  	
Segment gross margin (a)	  	 	9,418	  	 	 	4,761	  	  	 	14,179	  	
Unrealized gain (loss) on commodity derivatives	  	 	323	  	 	 	—  	  	  	 	323	  	
Direct operating expenses	  	 	2,157	  	 	 	1,083	  	  	 	3,240	  	
Selling, general and administrative expenses	  				 				  	 	3,329	  	
Equity compensation expense	  				 				  	 	331	  	
Depreciation and accretion expense	  				 				  	 	5,159	  	
Gain (loss) on sale of assets, net	  				 				  	 	5	  	
Interest expense	  				 				  	 	(757	) 	
Net income (loss)	  				 				  	 	1,691	  	
				
______________________________________	  				 				  				
				
Three months ended March 31, 2011	  				 				  				
Revenue	  	$	48,084	  	 	$	19,181	  	  	$	67,265	  	
Segment gross margin (a)	  	 	8,167	  	 	 	4,145	  	  	 	12,312	  	
Unrealized gain (loss) on commodity derivatives	  	 	(3,500	) 	 	 	—  	  	  	 	(3,500	) 	
Direct operating expenses	  	 	1,949	  	 	 	1,109	  	  	 	3,058	  	
Selling, general and administrative expenses	  				 				  	 	2,202	  	
Transaction expenses	  				 				  	 	288	  	
Equity compensation expense	  				 				  	 	473	  	
Depreciation and accretion expense	  				 				  	 	5,037	  	
Interest expense	  				 				  	 	(1,264	) 	
Net income (loss)	  				 				  	 	(3,510	) 	

(a)	Segment gross margin for our Gathering and Processing segment consists of total revenue less purchases of natural gas, NGLs and condensate. Segment gross margin for our Transmission segment consists of total revenue, less purchases of natural gas. Gross margin consists of the sum of the segment gross margin amounts for each of these segments. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.	

Appendix A
Note About Non-GAAP Financial Measures
Adjusted EBITDA, distributable cash flow, and gross margin 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 measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating these data points into management’s decision-making process.
You should not consider any of Adjusted EBITDA, distributable cash flow, or gross margin in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA, distributable cash flow, and gross margin 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.
Adjusted EBITDA is a measure used by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:
 
 	•	 	the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;	
 
 	•	 	the ability of our assets to generate cash sufficient to support our indebtedness and make cash distributions to our unitholders and general partner;	
 
 	•	 	our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to financing or capital structure; and	
 
 	•	 	the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.	
We define Adjusted EBITDA as net income, plus interest expense, income tax expense, depreciation expense, certain non-cash charges such as non-cash equity compensation, unrealized losses on commodity derivative contracts and selected charges that are unusual or non-recurring, less interest income, income tax benefit, unrealized gains on commodity derivative contracts, construction, operating and maintenance agreement (“COMA”) income, amortization of commodity put purchase costs and selected gains that are unusual or nonrecurring. The GAAP measure most directly comparable to Adjusted EBITDA is net income.
Distributable cash flow is a significant performance metric used by us and by external users of our 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 our unitholders. Using this metric, management and external users of our financial statements can quickly compute the coverage ratio of estimated cash flows to planned cash distributions. Distributable cash flow is also an important financial measure for our unitholders since it serves as an indicator of our success in providing a cash return on investment. Specifically, this financial measure indicates to investors whether we are generating cash flow at a level that can sustain or support an increase in our quarterly distribution rates. Distributable cash flow 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). Distributable cash flow will not reflect changes in working capital balances.

We define distributable cash flow as Adjusted EBITDA plus interest income, less cash paid for interest expense, integrity management costs and maintenance capital expenditures. The GAAP measure most directly comparable to distributable cash flow is net cash flows from operating activities.
Gross margin and segment 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 less the cost of natural gas, NGLs and condensate purchased. Revenue includes revenue generated from fixed fees associated with the gathering and treating of natural gas and from the sale of natural gas, 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.
We define gross margin as the sum of our segment gross margin for our Gathering and Processing and Transportation segments.
Effective January 1, 2011, we changed our gross margin and segment gross margin measure to exclude unrealized mark-to-market adjustments related to our commodity derivatives. For the quarter ended March 31, 2012, $0.3 million of unrealized gains were excluded from gross margin and the Gathering and Processing segment gross margin.