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 Annual Report on Form
10-K
for the year ended December 31, 2018 (the
Form 10-K)
to be deemed timely if filed within the
15-day
extension period.
As previously announced, the Partnership has entered into a merger agreement pursuant to which the owner of its general
partner will acquire all of the common units not owned by the general partner or its affiliates (the Transaction). Due to the considerable time and resources that management devoted to the Transaction and related administrative
requirements, the Partnership has been unable to complete the preparation of the Form
10-K
without unreasonable effort or expense.
As disclosed in the Partnerships Quarterly Report on Form
10-Q
filed with the Commission on
November 9, 2018, the Partnerships revolving credit facility matures on September 5, 2019 and has not been renewed. Until such time as the Partnership has executed an agreement to refinance or extend the maturity of the
Partnerships revolving credit facility, the Partnership cannot conclude that it is probable that it will do so, and accordingly, this raises substantial doubt about the Partnerships ability to continue as a going concern. As a result of
the Transaction, management has deferred finalization of a renewal of the revolving credit facility. Because renewal or refinance of the revolving credit facility remains uncertain, the Partnership expects that the audited financial statements
contained in the Form
10-K
will contain a note regarding its ability to continue as a going concern. In addition, the Partnership expects to report in the Form
10-K
material weaknesses in its internal control over financial reporting as of December 31, 2018. The existence of a going concern qualification in the Partnerships audited financial statements constitutes, and the existence of a material
weakness in the Partnerships internal control over financial reporting may constitute, an event of default under its revolving credit agreement. Prior to filing the Form
10-K
with the Commission, the
Partnership expects to enter into a waiver agreement with its lenders under the revolving credit agreement to waive the event of default arising pursuant to the existence of a going concern qualification in its audited financial statements and of a
material weakness in internal control over financial reporting. The Partnership needs additional time necessary to finalize the Form
10-K
due to significant demands on the Partnerships management related
to negotiating, obtaining, completing and preparing such waiver agreement. This process has diverted time and resources from the Partnerships normal process of preparing the Form
10-K,
and the
Partnership has not been able to complete the process required to adequately prepare the consolidated financial statements without incurring unreasonable effort or expense. There can be no assurance that the Partnership will receive a waiver under
the credit facility on terms acceptable to it or at all.
PART IV OTHER INFORMATION
(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 expects to report a net loss attributable to the Partnership for the
year ended December 31, 2018 of $7.8 million, a decrease of $215.2 million, or 97% from the net loss attributable to the Partnership for the year ended December 31, 2017, primarily due to:
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increased revenues from both commodity sales and services, partially offset by higher cost of sales associated
with higher revenues and increased operating expenses;
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a benefit of $193.0 million from reduced long-lived assets and intangible assets, including goodwill,
impairment charges during the current year; and
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a net gain of $95.1 million primarily from the asset sales during 2018 offset by a $29.8 million
increase in income tax expense related to the gain from the sale.
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