PART III — NARRATIVE
State below in reasonable detail why Forms
10-K,
20-F,
11-K,
10-Q,
10-D,
N-SAR,
N-CSR,
or the transition
report or portion thereof, could not be filed within the prescribed time period.
American Midstream Partners, LP (the
“Partnership”) is notifying the Securities and Exchange Commission (the “Commission”) that the Partnership is utilizing Rule
12b-25,
which allows for a filing of its Quarterly Report on
Form
10-Q
for the three months ended June 30, 2018 (the “Form
10-Q”)
to be deemed timely if filed within the
5-day
extension period. On or around August 2, 2018, the Partnership’s principal executive office located at 2103 CityWest Blvd., Building #4, Suite 800, Houston, Texas 77042, experienced a waterline leak causing water damage and electrical
system failure at the offices used by the Partnership’s management and employees. As a result of the water damage and electrical system failure, the Partnership’s offices were closed and have remained closed. The office closure has
prevented key personnel from contributing to, reviewing, and finalizing the Form
10-Q.
In connection with the extended office closure, the Partnership needs additional time to provide sufficient time for the
appropriate personnel to review, evaluate and finalize the Partnership’s condensed consolidated financial statements. Such needed additional time could not be obviated without incurring unreasonable effort or expense.
PART IV — OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Karen S. Acree
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346
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241-3400
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934
or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify
report(s). ☒ Yes ☐ No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Partnership intends to report net loss attributable to the Partnership of
$17.3 million for the three months ended June 30, 2018, as compared to net loss of $29.2 million for the three months ended June 30, 2017. The foregoing difference is primarily due to higher total revenues partially offset by an
increase in operating costs.
The financial information set forth herein consists of preliminary unaudited estimates, which will not be
final until the Partnership files its unaudited financial statements in the Form
10-Q.
The
statements included in this Form
12b-25
regarding the Partnership’s financial performance and results of operations, in each case as expected to be reported, the expected filing date of the Form
10-Q
and other statements that are not historical facts are “forward- looking statements” within the meaning of Section 27A of the Securities and Exchange Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Although management believes the expectations reflected in those forward-looking statements are reasonable, no assurance can be given that they will prove to have been correct. They can be affected
by inaccurate assumptions or by known or unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
Factors that could cause actual results to differ materially from expected results include the finalization of the Partnership’s unaudited financial statements, as well as other factors described under Risk Factors in our most recent Form
10-K
and other filings with the U.S. Securities and Exchange Commission.