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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2017 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.) 2103 CityWest Blvd, Bldg 4, Suite 800, Houston, TX 77042 (Address of principal executive offices) 80202 (Zip Code) Registrant’s telephone number, including area code: (346) 241-3545 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: ¨ 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Page 1: FORM 8-K/Ad18rn0p25nwr6d.cloudfront.net/CIK-0001513965/ba754a16... · 2017. 12. 11. · Six Months Ended June 30, 2017 2016 (Restated) Cash flows from operating activities Net income

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/ACURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2017

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.)

2103 CityWest Blvd, Bldg 4, Suite 800, Houston, TX 77042 (Address ofprincipal executive offices)

80202 (Zip Code)

Registrant’s telephone number, including area code: (346) 241-3545

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 followingprovisions:

¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of thischapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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EXPLANATORY NOTE

This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K of American Midstream Partners, LP (“AMID”), dated September29, 2017 and filed with the Securities and Exchange Commission on October 3, 2017 (the “Initial Form 8-K”), which reported under Item 2.01 that on September29, 2017, AMID completed its acquisition of an additional 15.5% equity interest in Class A units of Delta House FPS LLC (“FPS”) and Delta House Oil and GasLateral LLC (“Lateral”). This amendment is filed to provide the financial statements of FPS and Lateral and the pro forma financial information of AMID for suchtransactions as required by Item 9.01 of Form 8-K. Except as set forth below, the Initial Form 8-K is unchanged.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired

The unaudited financial statements of Delta House FPS LLC for the six months ended June 30, 2017 and 2016, as filed herewith as Exhibit 99.1, the auditedfinancial statements of Delta House FPS LLC as of and for the years ended December 31, 2016 and 2015, including the notes thereto, as filed herewith as Exhibit99.2, and the audited financial statements of Delta House FPS LLC as of and for the years ended December 31, 2014, including the notes thereto, as filed herewithas Exhibit 99.3.

The unaudited financial statements of Delta House Oil and Gas Lateral, LLC for the six months ended June 30, 2017 and 2016, as filed herewith as Exhibit 99.4,the audited financial statements of Delta House Oil and Gas Lateral, LLC as of and for the years ended December 31, 2016 and 2015, including the notes thereto,as filed herewith as Exhibit 99.5, and the audited financial statements of Delta House Oil and Gas Lateral, LLC as of and for the years ended December 31, 2014,including the notes thereto, as filed herewith as Exhibit 99.6.

(b) Pro forma financial information

The unaudited pro forma condensed consolidated financial statements of American Midstream Partners, LP and Subsidiaries for the nine months ended September30, 2017, and for the year ended December 31, 2016, including the notes thereto, are filed herewith as Exhibit 99.7.

(c) Exhibits

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Number Description 23.1 Consent of Independent Auditors-BDO USA, LLP. Delta House FPS LLC 23.2 Consent of Independent Auditors-BDO USA, LLP. Delta House Oil and Gas Lateral, LLC

99.1 Unaudited financial statements of Delta House FPS LLC for the six months ended June 30, 2017and 2016.

99.2

Audited financial statements of Delta House FPS LLC as of and for the years ended December 31,2016 and 2015, including the notes thereto (incorporated by reference to Exhibit 99.2 of theAnnual Report on Form 10-K of American Midstream Partners, LP, as filed with the SEC onMarch 28, 2017).

99.3

Audited financial statements of Delta House FPS LLC as of and for the year ended December 31,2014, including the notes thereto (incorporated by reference to Exhibit 99.2 of the Current Reporton Form 8-K/A of American Midstream Partners, LP, as filed with the SEC on October 23, 2015).

99.4 Unaudited financial statements of Delta House Oil and Gas Lateral, LLC for the six months endedJune 30, 2017 and 2016.

99.5

Audited financial statements of Delta House Oil and Gas Lateral, LLC as of and for the yearsended December 31, 2016 and 2015, including the notes thereto (incorporated by reference toExhibit 99.3 of the Annual Report on Form 10-K of American Midstream Partners, LP, as filedwith the SEC on March 28, 2017).

99.6

Audited financial statements of Delta House Oil and Gas Lateral, LLC as of and for the year endedDecember 31, 2014, including the notes thereto (incorporated by reference to Exhibit 99.3 of theCurrent Report on Form 8-K/A of American Midstream Partners, LP, as filed with the SEC onOctober 23, 2015).

99.7

Unaudited pro forma condensed consolidated financial statements of American MidstreamPartners, LP and Subsidiaries for the nine months ended September 30, 2017 and for the yearended December 31, 2016, including the notes thereto.

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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 undersignedhereunto duly authorized.

American Midstream Partners, LP

By : American Midstream GP, LLC, its General Partner

Date: December 8, 2017 By: /s/ Eric Kalamaras Name: Eric Kalamaras Title: Senior Vice President and Chief Financial Officer

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EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

American Midstream Partners, LPHouston, Texas

We hereby consent to the incorporation by reference in the Registration Statements on Form S­3 (File Nos. 333-198888, 333-201434 and 333-201436) and Form S-8 (File Nos. 333-216585, 333-176438, 333-183290, and 333-209614) of American Midstream Partners, LP (the “Partnership”) of our report dated March 31, 2015(except for the restatement described in note 2 of the 2014 financial statements which is as of October 23, 2015), relating to the 2014 financial statements of DeltaHouse FPS, LLC included as Exhibit 99.2 to the Partnership’s Current Report on Form 8-K/A filed on October 23, 2015, which is incorporated by reference in thisForm 8-K/A.

/s/ BDO USA, LLP

Houston, TexasDecember 8, 2017

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EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

American Midstream Partners, LPHouston Texas

We hereby consent to the incorporation by reference in the Registration Statements on Form S­3 (File Nos. 333-198888, 333-201434 and 333-201436) and Form S-8 (File Nos. 333-216585, 333-176438, 333-183290, and 333-209614) of American Midstream Partners, LP (the “Partnership”) of our report dated March 31, 2015,relating to the 2014 financial statements of Delta House Oil and Gas Lateral, LLC included as Exhibit 99.3 to the Partnership’s Current Report on Form 8-K/Afiled on October 23, 2015, which is incorporated by reference in this Form 8-K/A.

/s/ BDO USA, LLP

Houston, TexasDecember 8, 2017

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Exhibit 99.1

DELTA HOUSE FPS, LLCINDEX TO FINANCIAL STATEMENTS

Financial Statements (Unaudited) Balance Sheets as of June 30, 2017 and December 31, 2016 2Statements of Operations for the Six Months Ended June 30, 2017 and 2016 3Statements of Changes in Members' Equity for the Six Months Ended June 30, 2017 and 2016 4Statement of Cash Flows for the Six Months Ended June 30, 2017 and 2016 5Notes to Financial Statements 6-15

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Exhibit 99.1

DELTA HOUSE FPS, LLCBalance Sheets(in thousands)

June 30, December 31, 2017 2016 ( Unaudited)

ASSETS: Current assets Cash and cash equivalents $ 2 $ 2

Restricted cash 2,290 13,655 Accounts receivable - related parties 31,626 44,507 Prepaid expenses 608 276 Derivative asset 78 5

Total current assets 34,604 58,445Restricted cash - decommissioning 1,616 1,133Accounts receivable - related party - decommissioning 155 153Property and equipment, net 630,653 643,080Derivative asset 12 72

Total assets $ 667,040 $ 702,883

LIABILITIES AND MEMBERS' EQUITY Current liabilities

Accounts payable and accrued liabilities 94 170Accounts payable and accrued liabilities - affiliates 19 19Deferred revenue 23,706 25,514Short-term debt — 223Current portion of long-term debt, net of debt issuance costs 45,473 84,132

Total current liabilities 69,292 110,058Long-term debt, net of debt issuance costs 16,288 40,382Deferred revenue 392,128 398,812Asset retirement obligations 19,120 19,132

Total liabilities 496,828 568,384Commitments and contingencies (Note 7) Members’ equity 170,212 134,499

Total liabilities and members’ equity $ 667,040 $ 702,883

See accompanying notes to financial statements.

2

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Exhibit 99.1

DELTA HOUSE FPS, LLCStatement of Operations ( Unaudited)

(in thousands)

Six Months Ended June 30, 2017 2016 (Restated) Revenues - related party $ 97,922 $ 88,968 Expenses

General and administrative 688 549 Accretion of asset retirement obligations 413 264 Depreciation and amortization 12,002 8,382

Total expenses 13,103 9,195 Income from operations 84,819 79,773

Other expenses Interest expense 5,542 6,821 Loss on derivatives 96 728

Total other expenses 5,638 7,549

Net income $ 79,181 $ 72,224

See accompanying notes to financial statements.

3

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Exhibit 99.1

DELTA HOUSE FPS, LLCStatement of Members' Equity (Unaudited)

(in thousands, except unit amounts)

Class A Class B Class C Class D Members' Issued Amount Issued Amount Issued Amount Issued Amount EquityBalance, December 31, 2016 92,164 $ 86,638 47,858 $ 47,858 — $ — 3 $ 3 $ 134,499

Distributions — (43,468) — — — — — — (43,468)Net income — 79,181 — — — — — — 79,181

Balance, June 30, 2017 92,164 $ 122,351 47,858 $ 47,858 — $ — 3 $ 3 $ 170,212

See accompanying notes to financial statements.

4

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Exhibit 99.1

DELTA HOUSE FPS, LLCStatement of Cash Flows (Unaudited)

(in thousands)

Six Months Ended June 30, 2017 2016 (Restated) Cash flows from operating activities Net income $ 79,181 $ 72,224Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 12,002 8,382Accretion of asset retirement obligations 413 264Amortization of debt issuance costs 2,565 1,000Loss on derivatives 96 728

Changes in operating assets and liabilities: Accounts receivable - related party 12,879 4,711Accounts payable and other current liabilities (76) 83Prepaid expenses (332) (433)Deferred revenue (8,492) 171,847

Net cash provided by operating activities 98,236 258,806Cash flows from investing activities

Change in restricted cash 10,882 3,906Payments for property and equipment — (11)

Net cash provided by (used in) investing activities 10,882 3,895Cash flows from financing activities

Debt borrowing — 607Debt repayment (65,541) (83,947)Distributions to members (43,468) (178,450)Settlements on derivatives (109) (909)

Net cash used in financing activities (109,118) (262,699)Increase (decrease) in cash and cash equivalents — 2

Cash and cash equivalents, beginning of year 2 —

Cash and cash equivalents, end of year $ 2 $ 2

Supplemental cash flow disclosures: Interest paid $ 3,052 $ 5,642

Non-Cash Investing Activities Revisions in asset retirement cost $ (425) $ (2,557)

See accompanying notes to financial statements.

5

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Exhibit 99.1

DELTA HOUSE FPS, LLCNotes to Financial Statements (Unaudited)

(in thousands)

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 inexistence until it is dissolved and terminated by the members of the Company in accordance with the provisions of the Amended and Restated Limited LiabilityCompany Operating Agreement (the “LLC Agreement” or “Operating Agreement”). The Company was formed to finance, design, construct, and own and operatea floating production system (“Base FPS”) for use in the Gulf of Mexico. The planned capacity of the Base FPS is 80,000 barrels of oil per day, 200 MMCF ofnatural gas per day, and 40,000 barrels of water per day. The oil lateral facilities attached to the Base FPS have a planned capacity of 100,000 barrels of oil per day.The natural gas lateral facilities attached to the Base FPS have a planned capacity of 240 MMCF of natural gas per day.

The Base FPS became operational in April 2015.

On December 6, 2012, the Company entered into agreements with the producers (the “Producers”) of the Marmalard, Neidermeyer, and SOB II prospects (the“Anchor Prospects”), Blue Wing Olive, Malachite, and SOB III prospects (the “Secondary Prospects”), and Otis and Odd Job prospects (the “Additional PriorityProspects”) 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 theoil, natural gas, and condensate produced and processed by the Base FPS. In the event of a suspension of production, the Producers are contractually obligated topay 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 LLCAgreement.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation for Interim Financial Information

These unaudited financial statements as of June 30, 2017 and for the six months ended June 30, 2017 and 2016 have been prepared in accordance with generallyaccepted accounting principles in the United States ("GAAP") for interim financial information. Accordingly, they do not include all of the information anddisclosures required by GAAP for complete financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. The informationfurnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of financial position and results ofoperations for the respective interim periods. The interim financial results are not necessarily indicative of the results that may be expected for the full year.

Cash and Cash Equivalents

Cash and cash equivalents represent cash and short-term, highly liquid investments, with original maturities of three months or less. The cash equivalents as ofJune 30, 2017 and December 31, 2016 consisted of a money market account.

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

6

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Exhibit 99.1

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, debt, and derivative assets andliabilities. See Notes 4 and 5 regarding the fair value of derivative assets and liabilities. The carrying amounts of the other financial instruments approximate fairvalue due to the short-term nature of these instruments or market rates of interest.

DELTA HOUSE FPS, LLCNotes to Financial Statements (Unaudited)

(in thousands)

Accounts Receivable - Related Parties

Receivables from the processing of oil and natural gas are unsecured. All accounts receivable are from the Producers who are members of the Company.Allowance for doubtful accounts are determined based on management’s assessment of the creditworthiness of the customer. Past due accounts are written offagainst the allowance for doubtful accounts only after all collection attempts have been exhausted. At June 30, 2017 and December 31, 2016, management believedthat all balances from customers were fully collectible such that no allowance for doubtful accounts was deemed necessary.

Property and Equipment

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

Useful Life Years June 30, 2017 December 31, 2016 ( Unaudited)

Floating production system 27 $ 673,113 $ 673,538Accumulated depreciation (42,460) (30,458)

Property and equipment, net $ 630,653 $ 643,080

The estimated useful lives of the Base FPS is revised when circumstances or events indicate that the overall life of the Base FPS differs from the previous estimate.In the fourth quarter of 2016 the useful lives were revised from 40 years to 27 years based on changes in the estimated production life of the oil and natural gasreserves on which the Base FPS is dependent. Changes in estimated useful lives are accounted for prospectively from the date of the revision as a change inaccounting estimate.

Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, net of any salvage value. Depreciation expenseduring the six months ended June 30, 2017 and 2016 was $12,002 and $8,382, respectively.

Depreciation expense for the six months ended June 30, 2016 has been restated to correct an error in the estimation of salvage value, which resulted in an increaseof $5,062 to depreciation expense and corresponding decrease to net income for the period.

The recoverability of long-lived assets are evaluated when events or changes in circumstances indicate that the carrying amount of the long-lived asset might not berecoverable. If such impairment indicators exist, the Company performs a two-step impairment test. First, the undiscounted future cash flows of the long-livedassets are estimated and compared to the assets’ carrying value, and, if the undiscounted cash flows are less than the carrying value, the assets are consideredimpaired. Second, the impairment loss is measured by reducing the carrying value to the estimated fair value of the assets which is determined through eitherquoted market prices in active markets or present value techniques. No impairment losses were recorded during the six months ended June 30, 2017 and 2016.

Asset Retirement Obligations (“AROs”)

AROs are legal obligations associated with the removal and abandonment of tangible long-lived assets and are recognized in the period in which it is incurred, if areasonable estimate of fair value can be made. AROs are initially measured at their estimated fair values and recorded as liabilities with an increase as well to thecarrying amount of the related long-lived asset. In future periods subsequent to initial recognition, accretion of the liability is recognized each period and the assetis depreciated using the straight-line method over its useful life. The Company recorded an ARO for the dismantlement of the Base FPS. Revisions to the estimatewere recorded during the six months ended June 30, 2017 and 2016 due to changes in the estimated costs to remove and abandon the assets.

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Exhibit 99.1

DELTA HOUSE FPS, LLCNotes to Financial Statements (Unaudited)

(in thousands)

The following table provides an analysis of changes in the ARO liability during six months ended June 30, 2017 and 2016:

Six Months Ended June 30, 2017 June 30, 2016Beginning balance $ 19,132 $ 14,457Revisions in estimate (425) (2,557)Accretion 413 264

Ending balance $ 19,120 $ 12,164

Revenue Recognition

The Producers will pay the Company a production handling fee per barrel of oil equivalent (“BOE”), which is tiered, and which will decrease throughout the termof the contract, 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 are the obligation of theProducers, with the exception of certain excluded costs.

As a result of the tiered fee structure, the Company recognizes revenue from the production handling fees based on the estimated average production handling feeand the production handled during the period from each prospect. The estimated average production handling fee is determined as the estimated remainingexpected fees divided by the estimated future production (risk-adjusted proved, probable and possible reserves) from the Anchor Prospects and Additional PriorityProspects.

Production handling fees billed in excess of revenue recognized are recorded as deferred revenue. At June 30, 2017 and December 31, 2016, deferred revenuerelated to the production handling fees was $414,067 and $423,040, respectively.

The Company bills the Producers a suspension fee when a "suspension event" occurs. A suspension event is considered to occur if prior to FPS owner-payout on arolling 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 allproduction, including any production from third party prospects, delivered to the FPS are less than the suspension fee. The suspension fee paid by the Producers ofthe prospects is determined as one-twelfth of eight (8) percent of the amount required to achieve FPS owner-payout. No suspension fees were earned or billedduring the six months ended June 30, 2017 and 2016.

The Company invoices the Producers a decommissioning fee for each BOE processed. The decommissioning fee per BOE processed is determined based on theestimated future decommissioning costs for the Base FPS and the estimated future production. Within 90 days of the date of last sustainable production from theAnchor Prospects and Additional Priority Prospects, the Company may elect to (i) abandon and remove the Base FPS using the decommissioning fees collectedfrom the Producers, (ii) retain ownership of the Base FPS and assume the obligation of the abandonment and removal costs, including refunding thedecommissioning fees collected from the Producers, or (iii) delay provisionally for a further 90 days its determination to abandon and remove or retain ownershipof the Base FPS. At the current time it is uncertain which election will be taken by the Company. Due to the significant length of time before the removal andabandonment costs are expected to occur, the decommissioning fees are recorded as long-term accounts receivable and long-term deferred revenue when billed.Cash collected on the fees are recorded as long-term restricted cash. The Company has billed $1,771 and $1,286 of decommissioning fees, and has collected andrecorded long-term restricted cash of $1,616 and $1,133 as of June 30, 2017 and December 31, 2016, respectively, for future decommissioning costs.

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Exhibit 99.1

DELTA HOUSE FPS, LLCNotes to Financial Statements (Unaudited)

(in thousands)Operating Costs

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

Use of Estimates

When preparing financial statements in conformity with U.S. GAAP, management must make estimates and assumptions based on information available at thetime. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets andliabilities as of the date of the financial statements. Estimates and assumptions are based on information available at the time such estimates and assumptions aremade. Adjustments made with respect to the use of these estimates and assumptions often relate to information not previously available. Uncertainties with respectto such estimates and assumptions are inherent in the preparation of financial statements. Estimates and assumptions are used in, among other things i) developingfair value estimates, including assumptions for future cash flows and discount rates, for the interest rate swap derivative valuations, ii) analyzing long-lived assetsfor possible impairment, iii) estimating the useful lives of assets, iv) estimating the inputs required in calculating the asset retirement obligations, and v)determining the estimated average production handling fee rates using third-party oil and natural gas reserve estimates for revenue recognition purposes. Actualresults could differ materially from estimated amounts.

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 - related party, 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 cashaccounts, which at times exceed federally insured limits, are held by major financial institutions. The Company believes that no significant concentration of creditrisk exists with respect to cash and cash equivalents 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 Companyoperates 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. The Company has a concentration of accounts receivable balances due from the Producersengaged in the production of oil and natural gas in the Gulf of Mexico through the Base FPS. These customers may be similarly affected by changes in economic,regulatory, weather, or other factors.

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 recorded as areduction of the related long-term debt and amortized over the term of the debt. Amortization related to debt issuance costs totaled $1,000 and $1,000 for the sixmonths ended June 30, 2017 and 2016, respectively. Amortization of debt issuance costs is included in interest expense. During the six months ended June 30,2017, the Company changed its estimate of the credit facility’s life and amortized an additional $1,565 of debt issuance costs to be in line with the anticipatedpayoff date of the credit facility. At June 30, 2017 and December 31, 2016, the Company had $7,266 and $9,830, respectively, of deferred debt issuance costswhich have been classified as a reduction of long-term debt.

9

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Exhibit 99.1

DELTA HOUSE FPS, LLCNotes to Financial Statements (Unaudited)

(in thousands)

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 membersof the Company are taxed on their proportionate share of the Company’s taxable income. Accordingly, no provision or liability has been recognized for federalincome 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 positionwill 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 notcriteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. TheCompany includes tax-related interest and penalties in income tax expense. The Company had no uncertain tax positions as of June 30, 2017 and December 31,2016. During the six months ended June 30, 2017 and 2016, 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 laterremain 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 variableinterest rate debt.

The Company has not designated any of its derivative contracts as accounting hedges, and therefore, all of the derivative instruments are being marked-to-marketon the balance sheets, with changes in fair value recorded in the statements of operations.

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

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedesnearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services aretransferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines afive-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than arerequired under existing GAAP. The standard’s effective date has been deferred by the issuance of ASU No. 2015-14, and is effective for public entities for annualand interim periods beginning after December 15, 2017, and effective for nonpublic entities for annual periods beginning after December 15, 2018, and interimreporting periods within annual reporting periods beginning after December 15, 2019. The guidance permits using either of the following transition methods: (i) afull retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) aretrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnotedisclosures). Early application is permitted. The Company is currently assessing the performance obligations related to its long-term revenue contracts and theimpact the new guidance will have on the timing of its revenue recognition.

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Exhibit 99.1

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (aconsensus of the Emerging Issues Task Force) . The ASU intends to reduce diversity in practice on how the following cash activities are presented in the statementof cash flows: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments; (3) contingent considerations payments madeafter a business combination; (4)

DELTA HOUSE FPS, LLCNotes to Financial Statements (Unaudited)

(in thousands)

proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate and bank-owned life insurance policies; (6) distributions receivedfrom equity method investments; and (7) beneficial interests in securitization transactions. Theguidance also describes a predominance principle in which cash flows with aspects of more than one class that cannot be separated should be classified based onthe activity that is likely to be the predominant source or use of cash flow. The guidance is effective for public entities for annual and interim periods beginningafter December 15, 2017, and effective for nonpublic entities for annual periods beginning after December 15, 2018, and interim reporting periods within annualreporting periods beginning after December 15, 2019. Early adoption is permitted, provided that all of the amendments are adopted in the same period, and must beapplied using a retrospective transition method. The Company is currently evaluating the impact of the guidance on its financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force) .The ASU intends to address classification and presentation of changes in restricted cash on the statement of cash flows. The standard requires an entity’sreconciliation of the beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include in cash and cash equivalents amountsgenerally described as restricted cash and restricted cash equivalents. The ASU does not define restricted cash or restricted cash equivalents, but an entity will needto disclose the nature of the restrictions. The guidance is effective for public entities for annual and interim periods beginning after December 15, 2017, andeffective for nonpublic entities for annual periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginningafter December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period,adjustments should be reflected at the beginning of the fiscal year that includes that interim period. Entities should apply this ASU using a retrospective transitionmethod to each period presented. The Company is currently evaluating the impact of the guidance on its financial statements.

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 amaturity date of September 20, 2021, and issue letters of credit of $67 million supporting the Company’s debt service reserve obligations. The outstanding balanceof the term loans as of June 30, 2017 and December 31, 2016 was $61,761 and $124,514, net of debt issuance costs of $7,266 and $9,830, respectively. The creditfacility 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% forthe years thereafter, or an alternate margin computed based on the Prime Loan Rate plus applicable margins of 2.25% for the first three years, 2.5% for the nextthree years, and 2.75% thereafter. As of June 30, 2017 and December 31, 2016, the Company’s interest rate was 4.38% and 3.86%, respectively.

The 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 declarationor payment of dividends. As of June 30, 2017 and December 31, 2016, the Company was in compliance with all of the restrictive covenants.

The future maturities under the credit facility as of June 30, 2017 were as follows:

Period Ending June 30, 2,018 $ 45,473Thereafter 23,554Debt issuance costs (7,266)

$ 61,761

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Exhibit 99.1

On June 1, 2016, the Company entered into a short-term note to finance its excess liability insurance policy. The note has an 11-month term and an annualpercentage rate of 3.49%. The final insurance payment was made during April 2017. The balances of the note as of June 30, 2017 and December 31, 2016 were $0and $223, respectively.

DELTA HOUSE FPS, LLCNotes to Financial Statements (Unaudited)

(in thousands)

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 intointerest 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 anotional principal amount, and to receive in return, an amount equal to a specified variable rate of interest times the same notional principal amount. On May 31,2016 and June 1, 2016, the Company amended existing interest rate swap agreements with its counterparties. The amendments reduced the contract fixed interestrates, changed the floating indexes from three to one month LIBOR and changed the settlement frequency from quarterly to monthly. The changes took effect asof the amendment dates and will impact the value of the swaps for the remainder of their terms.

The Company’s interest rate swaps as of June 30, 2017, and related fair values, were as follows:

Fair Value of Interest Rate Swaps at June 30, 2017Period Notional Amount Contract Rate Variable Rate Range Fair Value5/16 - 11/18 $ 18,963 1.116% LIBOR-BBA $ 286/16 - 11/18 18,963 1.108% LIBOR-BBA 285/16 - 11/18 11,378 1.110% LIBOR-BBA 175/16 - 11/18 11,378 1.113% LIBOR-BBA 17

Total $ 60,682 $ 90

The following table summarizes the fair values of the interest rate swaps, on a gross basis, at June 30, 2017 and December 31, 2016, and identifies the balancesheet classification of these assets and liabilities:

Asset Derivatives Liability Derivatives

Balance Sheet Location Fair Value Balance Sheet Location Fair Value Net Asset(Liability)

As of June 30, 2017 Current Asset $ 78 Current Liability $ — $ 78 Non-Current Asset 12 Non-Current Liability — 12

Total $ 90 — $ 90As of December 31, 2016 Current Asset $ 5 Current Liability $ — $ 5 Non-Current Asset 72 Non-Current Liability — 72Total $ 77 — $ 77

During the six months ended June 30, 2017 and 2016, the Company recognized an unrealized gain on derivatives of $13 and $181, respectively, which is includedas a loss on derivatives, net, in the Company’s statements of operations. During the six months ended June 30, 2017 and 2016, the Company paid cash settlementsof $109 and $909, respectively, to the counterparties.

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Exhibit 99.1

DELTA HOUSE FPS, LLCNotes to Financial Statements (Unaudited)

(in thousands)

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 themeasurement date. The Company utilizes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broadlevels, which are described below:

Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data .Level 3 - Unobservable inputs are used when little or no market data is available.

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 asof June 30, 2017 and December 31, 2016 (in thousands):

Market Prices for Identical

Items (Level 1) Significant Other

Observable Inputs (Level 2) Significant Unobservable

Inputs (Level 3) TotalAs of June 30, 2017 Assets Interest rate swaps $ — $ 90 $ — $ 90As of December 31, 2016 Assets Interest rate swaps $ — $ 77 $ — $ 77

6. Related Party Transactions

Production Handling and Floating Production System Use Agreements

The Company entered into separate production handling agreements with the Producers which are effective for an initial term of five (5) years and will beautomatically extended for successive five (5)-year periods unless and until terminated by the Company or the Producers pursuant to the 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 (asdefined 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 two (2) years, and there are no then-current operations underway to re-establish production, or the aggregate production beingprocessed by the Base FPS is less than 2,000 BOE per day for 180 consecutive days; v) if damage to the Base FPS renders the Base FPS an actual or constructiveloss; vi) if maintenance or repair, or a change mandated by a government authority to the Base FPS requires major work and the Producers decline to become aparticipating 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 FPSthat accepts dedicated production from the Anchor Prospects, Secondary Prospects, and the Additional Priority Prospects, which then processes the production anddelivers comingled processed oil, natural gas, and condensate to the oil and natural gas laterals, which connect to pipelines transporting the oil, natural gas, andcondensate to shore. In addition, the Company ensures that LLOG operates the Base FPS according to the project agreements.

The Company billed the Producers a total of $89,430 and $260,817 for production handling fees and decommissioning fees for services performed during the sixmonths ended June 30, 2017 and 2016, respectively. As of June 30, 2017 and December 31, 2016, the Company had total receivables of $31,781 and $44,660,respectively, due from the Producers.

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Exhibit 99.1

DELTA HOUSE FPS, LLCNotes to Financial Statements (Unaudited)

(in thousands)

Asset Management Agreement

Consolidated Asset Management Services (Texas), LLC (“CAMS”), provides construction and asset management services to the Company under the terms of anAsset Management Agreement (“AMA”). CAMS is indirectly owned by Tessa Group, LLC, a general partner holding a 60% partnership interest in CAMS andArcLight Asset Management, LLC, a limited partner which (i) holds a 40% partnership interest in CAMS and (ii) is an affiliate of ArcLight Capital Partners,LLC (“ArcLight”). At June 30, 2017, private equity funds under management by ArcLight hold an effective 38.8% interest in the Company’s Class A unitsthrough its subsidiaries Stork Offshore Holdings, LLC and Pinto Offshore Holdings, LLC.

The AMA will continue to be automatically renewed for successive periods of one (1) year each until an extension decline occurs. CAMS is paid a fixed monthlyfee and recovers the expenses it incurs under the AMA.

During the six months ended June 30, 2017 and 2016, the Company incurred costs of $113 and $113, respectively, related to the AMA.

As of June 30, 2017 and December 31, 2016, the Company had accounts payable due to CAMS of $19 and $19, respectively.

7. Commitments and Contingencies

Legal Proceedings

The Company is not currently party to any pending litigation or governmental proceedings, other than ordinary routine litigation incidental to its business. Whilethe ultimate impact of any proceedings cannot be predicted with certainty, the Company believes that the resolution of any of its pending proceedings will nothave a material effect on its financial condition or results of operations.

Environmental Matters

The Company is subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent to processingplatform operations, and it could, at times, be subject to environmental cleanup and enforcement actions. The Company is not aware of any materialenvironmental matters.

8. Members’ Equity

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

a. Class A Units - a class of capital interests in respect of construction and operation of the Base FPSb. Class B Units - a class of capital interests in respect of construction cost overruns with respect to the Base FPSc. Class C Units - a class of capital interests in respect of expansions to the Base FPSd. Class D Units - a class of capital interests in respect of un-reimbursed 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 LLCAgreement.

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, anddeduction, 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 theCompany were dissolved, its affairs wound up, and its properties sold for cash equal to their gross asset values, all Company liabilities were satisfied (limitedwith 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 themembers immediately after making such allocation.

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Exhibit 99.1

DELTA HOUSE FPS, LLC

Notes to Financial Statements (Unaudited)(in thousands)

During the six months ended June 30, 2017 and 2016, the Company paid distributions to the members of Class A units totaling $43,468 and $178,450,respectively, using proceeds received from the production handling fees.

9. Subsequent Events

The Company has evaluated subsequent events through August 1, 2017, which is the date these financial statements were available for issuance.

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Exhibit 99.4

DELTA HOUSE OIL AND GAS LATERAL, LLCINDEX TO FINANCIAL STATEMENTS

Financial Statements (Unaudited) Balance Sheets as of June 30, 2017 and December 31, 2016 2Statements of Operations for the Six Months Ended June 30, 2017 and 2016 3Statements of Changes in Members' Equity for the Six Months Ended June 30, 2017 and 2016 4Statement of Cash Flows for the Six Months Ended June 30, 2017 and 2016 5Notes to Financial Statements 6-11

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Exhibit 99.4

DELTA HOUSE OIL AND GAS LATERAL, LLCBalance Sheets(in thousands)

June 30 December 31 2017 2016 (Unaudited) ASSETS: Current assets Cash and cash equivalents $ 1,835 $ 1,983 Accounts receivable - related party 12,883 11,743 Total current assets 14,718 13,726Restricted cash - decommissioning 608 463Accounts receivable - related party - decommissioning 68 47Property and equipment, net 164,949 168,144

Total assets $ 180,343 $ 182,380

LIABILITIES AND MEMBERS' EQUITY Current liabilities Accounts payable and accrued liabilities $ 63 $ 170 Accounts payable and accrued liabilities - affiliate 38 19 Total current liabilities 101 189Asset retirement obligations 2,417 2,418 Total liabilities 2,518 2,607Commitments and contingencies (see Note 3) — —Members’ equity 177,825 179,773

Total liabilities and members’ equity $ 180,343 $ 182,380

See accompanying notes to financial statements.

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Exhibit 99.4

DELTA HOUSE OIL AND GAS LATERAL, LLCStatement of Operations ( Unaudited)

(in thousands)

Six Months Ended June 30, 2017 2016 Revenues - Related Party $ 36,930 $ 32,960 Expenses

General and administrative 217 217 Depreciation 3,141 2,206 Accretion of asset retirement obligations 53 31

Total Expenses 3,411 2,454 Net Income $ 33,519 $ 30,506

See accompanying notes to financial statements.

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Exhibit 99.4

DELTA HOUSE OIL AND GAS LATERAL, LLCStatement of Members' Equity (Unaudited)

(in thousands, except unit amounts)

Class A Class B Class C Class D Members'

Issued Amount Issued Amount Issued Amount Issued Amount Equity

Balance, December 31, 2016 5,409 $ 179,770 $ — — $ — 3 $ 3 $ 179,773

Distributions — (35,467) — — — — — — (35,467)

Net income — 33,519 — — — — — — 33,519

Balance June 30, 2017 5,409 $ 177,822 $ — — $ — 3 $ 3 $ 177,825

See accompanying notes to financial statements.

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Exhibit 99.4

DELTA HOUSE OIL AND GAS LATERAL, LLCStatement of Cash Flows (Unaudited)

(in thousands)

Six Months Ended June 30,

2017 2016

Cash flows from operating activities Net Income $ 33,519 $ 30,506Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation 3,141 2,206Accretion of asset retirement obligations 53 31

Changes in operating assets and liabilities: Accounts receivable - related party (1,161) (272)Accounts payable and other current liabilities (88) 34

Net cash provided by operating activities 35,464 32,505Cash flows from investing activities

Change in restricted cash (145) (204)Payments for capital expenditures — (3)

Net cash used in investing activities (145) (207)Cash flows from financing activities

Distributions to members (35,467) (32,257)Net cash used in financing activities (35,467) (32,257)(Decrease) Increase in cash and cash equivalents (148) 41

Cash and cash equivalents, beginning of year 1,983 1,364

Cash and cash equivalents, end of year $ 1,835 $ 1,405

Non-cash investing activities Revisions in asset retirement cost $ (54) $ (791)

See accompanying notes to financial statements.

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Exhibit 99.4

DELTA HOUSE OIL AND GAS LATERAL, LLCNotes to Financial Statements (Unaudited)

(in thousands)

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 Companywill continue in existence until it is dissolved and terminated by the members of the Company in accordance with the provisions of the Limited LiabilityAgreement (the “LLC Agreement” or “Operating Agreement”). The Company was formed to finance, design, construct, and own and operate oil and natural gaslateral transportation facilities (the “Facilities”), which receive and transport production of hydrocarbons from the Marmalard, Neidermeyer, and SOB 2prospects (the “Anchor Prospects”), the Blue Wing Olive, Malachite, and SOB III prospects (the “Secondary Prospects”), and the Otis and Odd Job prospects(the “Additional Priority Prospects”) in the Gulf of Mexico and any future additional prospects from a floating production platform (the “Base FPS”) developedby Delta House FPS, LLC, to commercial pipeline operators. The planned capacity of the Facilities is 100,000 barrels of oil per day and 240 MMCF of naturalgas per day.

The Base FPS and the Facilities commenced operations in April 2015.

On December 6, 2012, the Company entered into agreements with the producers (the “Producers”) of the Anchor Prospects and the Secondary Prospects, andthen subsequently of the Additional Priority Prospects, to provide oil and natural gas transportation services (collectively, the “Transportation Agreements”). TheProducers have agreed to pay the Company a variable fee for each barrel of oil and MMBtu of natural gas produced and delivered to the Base FPS. Additionally,the Producers are contractually obligated to pay a fixed monthly fee of $925 for oil and $943 for natural gas for the right to use the Facilities. The fees terminateseven (7) years from the date all Anchor Prospects had delivered first production to the FPS, which occurred on August 1, 2015.

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

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation for Interim Financial Information

These unaudited financial statements as of June 30, 2017 and for the six months ended June 30, 2017 and 2016 have been prepared in accordance with generallyaccepted accounting principles in the United States ("GAAP") for interim financial information. Accordingly, they do not include all of the information anddisclosures required by GAAP for complete financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Theinformation furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of financial positionand results of operations for the respective interim periods. The interim financial results are not necessarily indicative of the results that may be expected for thefull year.

Cash and Cash Equivalents

Cash and cash equivalents represent cash and short-term, highly liquid investments, with original maturities of three months or less. The cash equivalents as ofJune 30, 2017 and December 31, 2016 consisted of a money market account.

Restricted Cash

The Company maintains restricted cash for future decommissioning obligations, and has collected and recorded $608 and $463 of long-term restricted cash as ofJune 30, 2017 and December 31, 2016, respectively.Accounts Receivable - Related Parties

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Exhibit 99.4

Receivables from the sale of oil and natural gas transportation services are unsecured. All accounts receivable are from the Producers, who are members of theCompany. Allowance for doubtful accounts are determined based on management’s assessment of the creditworthiness of the customer. Past due accounts arewritten off against the allowance for doubtful accounts

DELTA HOUSE OIL AND GAS LATERAL, LLCNotes to Financial Statements (Unaudited)

(in thousands)

only after all collection attempts have been exhausted. At June 30, 2017 and December 31, 2016, management believed that all balances from customers werefully collectible such that no allowance for doubtful accounts was deemed necessary.

Revenue Recognition

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

The Company recognizes a decommissioning fee for each barrel of oil equivalent processed and has recorded $166 and $174 of decommissioning fee revenueduring the six months ended June 30, 2017 and 2016, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable. The carrying amountsapproximate fair value due to the short-term nature of these instruments.

Property and Equipment

Property and equipment are recorded at cost. Betterments are capitalized. Repair and maintenance costs are expensed as incurred. Property and equipmentconsists of the following (in thousands):

Useful Life (Years) June 30, 2017 December 31, 2016Pipelines 27 $ 176,136 $ 176,190Accumulated depreciation (11,187) (8,046)

Property and equipment, net $ 164,949 $ 168,144

The estimated useful lives of the Facilities are revised when circumstances or events indicate that the overall life of the Facilities differs from the previousestimate. In the fourth quarter of 2016 the useful lives were revised from 40 years to 27 years based on changes in the estimated production life of the oil andnatural gas reserves on which the Facilities are dependent. Changes in estimated useful lives are accounted for prospectively from the date of the revision as achange in accounting estimate.

Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, net of any salvage value. Depreciation expenseduring the six months ended June 30, 2017 and 2016 was $3,141 and $2,206, respectively.

The recoverability of long-lived assets are evaluated when events or changes in circumstances indicate that the carrying amount of the long-lived asset might notbe recoverable. If such impairment indicators exist, the Company performs a two-step impairment test. First, the undiscounted future cash flows of the long-livedassets are estimated and compared to assets’ carrying value and, if the undiscounted cash flows are less than the carrying value, the assets are consideredimpaired. Second, the impairment loss is measured by reducing the carrying value to the estimated fair value of the assets which is determined through eitherquoted market prices in active markets or present value techniques. No impairment losses were recorded during the six months ended June 30, 2017 and 2016.

Asset Retirement Obligations (“AROs”)

AROs are legal obligations associated with the removal and abandonment of tangible long-lived assets and are recognized in the period in which it is incurred, ifa reasonable estimate of fair value can be made. AROs are initially measured at their

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Exhibit 99.4

estimated fair values and recorded as liabilities with an increase as well to the carrying amount of the related long-lived asset. In future periods subsequent toinitial recognition, accretion of the liability is recognized each period and the asset is depreciated using the straight-line method over its useful life. The Companyrecorded an ARO relating to the future dismantlement of the

DELTA HOUSE OIL AND GAS LATERAL, LLCNotes to Financial Statements (Unaudited)

(in thousands)

Facilities. A revision to the estimate was recorded during the six months ended June 30, 2017 and 2016 due to changes in the estimated costs to remove andabandon the assets.

The following table provides an analysis of changes in the ARO liability during the six months ended June 30, 2017 and 2016:

Six Months Ended June 30, 2017 June 30, 2016Beginning balance $ 2,418 $ 2,198Revisions in estimate (54) (791)Accretion 53 31

Ending balance $ 2,417 $ 1,438

Use of Estimates

When preparing financial statements in conformity with U.S. GAAP, management must make estimates and assumptions based on information available at thetime. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets andliabilities as of the date of the financial statements. Estimates and assumptions are based on information available at the time such estimates and assumptions aremade. Adjustments made with respect to the use of these estimates and assumptions often relate to information not previously available. Uncertainties withrespect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates and assumptions are used in, among other things i)analyzing long-lived assets and assets for possible impairment, ii) estimating the useful lives of assets, and iii) estimating the inputs required in calculating theasset 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, themembers of the Company are taxed on their proportionate share of the Company’s taxable income. Accordingly, no provision or liability has been recognized forfederal 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 positionwill 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 notcriteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. TheCompany had no uncertain tax positions as of June 30, 2017 and December 31, 2016. During the six months ended June 30, 2017 and 2016, the Company did notincur 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 andlater remain subject to examination by the IRS.

Concentration of Credit Risk

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Exhibit 99.4

The Company’s primary assets, which are located in the Gulf of Mexico, provide transportation services to producers of oil and natural gas from the Base FPS.The Company has a concentration of accounts receivable balances due from companies engaged in the production of oil and natural gas in the Gulf of Mexico.These customers may be similarly affected by changes in economic, regulatory, weather, or other factors.

DELTA HOUSE OIL AND GAS LATERAL, LLCNotes to Financial Statements (Unaudited)

(in thousands)

The Company maintains cash and cash equivalents and restricted cash balances at financial institutions in the United States of America, which at times exceedfederally insured amounts. The Company has not experienced any losses in such accounts, and does not believe a significant concentration of credit risk existswith its cash and cash equivalents.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), whichsupersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods orservices are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognitionprocess than are required under existing GAAP. The standard’s effective date has been deferred by the issuance of ASU No. 2015-14, and is effective for publicentities for annual and interim periods beginning after December 15, 2017, and effective for nonpublic entities for annual periods beginning after December 15,2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The guidance permits using either of the followingtransition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certainpractical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (whichincludes additional footnote disclosures). Early application is permitted, but not before December 15, 2016, the ASU’s original effective date. The Company iscurrently assessing the performance obligations related to its long-term revenue contracts and the impact the new guidance will have on the timing of its revenuerecognition.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (aconsensus of the Emerging Issues Task Force). The ASU intends to reduce diversity in practice on how the following cash activities are presented in thestatement of cash flows: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments; (3) contingent considerationspayments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate and bank-owned life insurance policies; (6) distributions received from equity method investments; and (7) beneficial interests in securitization transactions. The guidancealso describes a predominance principle in which cash flows with aspects of more than one class that cannot be separated should be classified based on theactivity that is likely to be the predominant source or use of cash flow. The guidance is effective for public entities for annual and interim periods beginning afterDecember 15, 2017, and effective for nonpublic entities for annual periods beginning after December 15, 2018, and interim reporting periods within annualreporting periods beginning after December 15, 2019. Early adoption is permitted, provided that all of the amendments are adopted in the same period, and mustbe applied using a retrospective transition method. The Company is currently evaluating the impact of the guidance on its financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the Emerging Issues Task Force).The ASU intends to address classification and presentation of changes in restricted cash on the statement of cash flows. The standard requires an entity’sreconciliation of the beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include in cash and cash equivalents amountsgenerally described as restricted cash and restricted cash equivalents. The ASU does not define restricted cash or restricted cash equivalents, but an entity willneed to disclose the nature of the restrictions. The guidance is effective for public entities for annual and interim periods beginning after December 15, 2017, andeffective for nonpublic entities for annual periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginningafter December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period,adjustments should be reflected at the beginning of the fiscal year that includes that interim period. Entities should apply this ASU using a retrospective transitionmethod to each period presented. The Company is currently evaluating the impact of the guidance on its financial statements.

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Exhibit 99.4

3. Commitments and Contingencies

Legal Proceedings

The Company is not currently party to any pending litigation or governmental proceedings, other than ordinary routine litigationDELTA HOUSE OIL AND GAS LATERAL, LLC

Notes to Financial Statements (Unaudited)(in thousands)

incidental to its business. While the ultimate impact of any proceedings cannot be predicted with certainty, the Company believes that the resolution of any of itspending proceedings will not have a material effect on its financial condition or results of operations.

Environmental Matters

The Company is subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent to processingplatform operations and oil and natural gas pipeline transportation, and it could, at times, be subject to environmental cleanup and enforcement actions. TheCompany is not aware of any material environmental matters.

4. Related Party Transactions

Transportation Agreements

The Company entered into separate Transportation Agreements with the Producers. Under the terms of the Transportation Agreements, the Company agreed toconstruct, install, and decommission the Facilities that accepts dedicated production from the Anchor Prospects and Additional Priority Prospects at the Base FPSin the Gulf of Mexico, and deliver the production to pipeline operators. In addition, the Company ensures that LLOG Exploration Offshore, LLC (“LLOG”)operates the Company’s Facilities according to the project agreements. The Producers currently hold Class A Units in the Company.

The Company billed the Producers a total of $36,930 and $32,960 for transportation and decommissioning fees for services performed during the six monthsended June 30, 2017 and 2016, respectively. As of June 30, 2017 and December 31, 2016, the Company had total receivables of $12,951 and $11,790,respectively, due from the Producers.

Asset Management Agreement

Consolidated Asset Management Services (Texas), LLC (“CAMS”) provides construction and asset management services to the Company under the terms of anAsset Management Agreement (“AMA”). CAMS is indirectly owned by Tessa Group, LLC, a general partner holding a 60% partnership interest in CAMS, andArcLight Asset Management, LLC, a limited partner which (i) holds a 40% partnership interest in CAMS and (ii) is an affiliate of ArcLight Capital Partners,LLC (“ArcLight”). At June 30, 2017, private equity funds under management by ArcLight hold an effective 38.8% of the Class A units in the Company throughits subsidiaries, Otter Offshore Holdings, LLC and Pinto Offshore Holdings, LLC.

The AMA will continue to be automatically renewed for successive periods of one (1) year each until an extension decline occurs. CAMS is paid a fixed monthlyfee and recovers the expenses it incurs under the AMA.

During the six months ended June 30, 2017 and 2016, the Company incurred costs of $113 and $113, respectively, related to the AMA included in general andadministrative expense on the statements of operations.

As of June 30, 2017 and December 31, 2016, the Company had accounts payable due to CAMS of $38 and $19, respectively.

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Exhibit 99.4

DELTA HOUSE OIL AND GAS LATERAL, LLCNotes to Financial Statements (Unaudited)

(in thousands)

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

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 theoperating 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 anddeduction, 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 theCompany were dissolved, its affairs wound up, and its properties sold for cash equal to their gross asset values, all Company liabilities were satisfied (limitedwith 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 themembers immediately after making such allocation.During the six months ended June 30, 2017 and 2016, the Company paid distributions totaling $35,467 and $32,257, respectively, to the members of Class Aunits.

6. Subsequent Events

The Company has evaluated subsequent events through August 1, 2017, which is the date these financial statements were available for issuance.

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Exhibit 99.7

American Midstream Partners, LP and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Financial Statements

Introduction

The unaudited pro forma condensed consolidated financial statements show the impact of the following transaction on American Midstream Partners, LP'scondensed consolidated statements of operations for the nine months ended September 30, 2017 and for the year ended December 31, 2016. References to "we","us" or "our" refer to American Midstream Partners, LP and its consolidated subsidiaries (the "Partnership").

Delta House Acquisition

On September 29, 2017, the Partnership completed the $125.4 million cash purchase of an additional 15.5% equity interest in Delta House FPS LLC and DeltaHouse Oil and Gas Lateral LLC, which collectively own the Delta House floating production system and related pipeline infrastructure ("Delta House"), a fee-based, semi-submersible floating production and processing system, from affiliates of ArcLight Capital Partners, LLC, (“ArcLight”), which controls the generalpartner of the Partnership. With the Delta House acquisition, the Partnership and ArcLight directly and indirectly owned a 35.7% and 23.3% equity interest inDelta House, respectively.

Delta House is operated by LLOG Exploration Offshore, LLC and is in the Mississippi Canyon region of the deep-water Gulf of Mexico, with processing capacityof 100,000 barrels of oil per day (Bbl/d) and 240 million cubic feet of gas per day (MMcf/d). 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 tooffshore fields dedicated to the platform. The purchase of additional Delta House interests is immediately accretive to Adjusted EBITDA and distributable cashflow and solidifies the Partnership’s strategy of building a deep-water super-system in the Mississippi Canyon region in the Gulf of Mexico through a portfolio ofinterconnected, complementary assets with predictable cash flow. Tie-back inventory into Delta House, including individual wells and prospects remains strong asanchor producers announced several developments available for tie-in through 2018 and 2019. The Partnership expects Delta House to operate near peak capacityfor the next several years. Delta House commenced operations in April 2015 and currently has twelve active wells.

The Partnership's acquisition of the additional 15.5% interest in Delta House was partially funded with proceeds from the September 1, 2017 sale of thePartnership’s propane marketing services business and borrowings under the senior secured revolving credit facility. The Partnership receives its proportionateshare of the Delta House quarterly cash distributions. The Delta House FPS LLC and Delta House Oil and Gas Lateral LLC limited liability company agreementsstate that within thirty days following the end of a fiscal quarter, beginning after commercial production, 100% of available cash shall be distributed. Thedistributions will be calculated in accordance with the Delta House LLC Agreements definitions of available cash, as well as the hierarchy of the ownershipinterests.

Pro Forma Adjustments

The accompanying unaudited pro forma condensed consolidated financial statements present the impact of the transaction on our results of operations. ThePartnership accounted for its acquisition of this additional 15.5% equity interest under the equity method of accounting. The criteria for consolidation, either by theVariable Interest Entity ("VIE") method or the Voting Interest method were not met post-acquisition. The investment has been recorded at ArcLight's carryingvalue as of the closing date, as the Partnership's acquisition represents a transaction between entities under common control, with the difference between thecarrying value and the purchase price recorded as a distribution to the General Partner. The unaudited pro forma condensed consolidated statements of operationsmay 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 statements of operations for the nine months ended September 30, 2017 and for the year ended December 31,2016, are based upon the historical unaudited and audited consolidated financial statements of the Partnership and Delta House.

The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2017 and year ended December 31, 2016 havebeen prepared as if the transaction had occurred on January 1, 2016. The unaudited pro forma condensed consolidated statements of operations have been preparedbased on the assumption that the Partnership will continue to

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Exhibit 99.7

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,except for Texas franchise tax and the Partnership's subsidiary, Blackwater Midstream Corporation. The unaudited pro forma condensed consolidated statements ofoperations 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 conjunctionwith, such historical financial statements and related notes contained in those reports: (i) the Partnership's unaudited historical condensed consolidated financialstatements set forth in its Quarterly Report on Form 10-Q as of and for the three and nine months ended September 30, 2017, as filed with the Securities andExchange Commission ("SEC") on November 9, 2017; (ii) the Partnership's audited recast historical consolidated financial statements set forth in its CurrentReport on Form 8-K dated December 6, 2017 ("Form 8-K Recast"), (iii) Delta House's unaudited historical financial statements for the nine months endedSeptember 30, 2017 not included herein and (iv) Delta House's audited historical financial statements for the year ended December 31, 2016 set forth as Exhibit99.2 and 99.3 to the Annual Report on Form 10-K of American Midstream Partners, LP and Subsidiaries, as filed with the SEC on March 28, 2017.

The pro forma adjustments reflected in the unaudited pro forma financial statements are based upon currently available information and certain assumptions andestimates; therefore, the actual effects of these transactions differ from the pro forma adjustments. However, the Partnership's management considers the appliedestimates and assumptions to provide a reasonable basis for the presentation of the significant effects of certain transactions that are expected to have a continuingimpact on the Partnership. In addition, the Partnership's management considers the pro forma adjustments to be factually supportable and to appropriately representthe expected impact of items that are directly attributable to the acquisition of the additional equity interest in Delta House 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 hadacquired the equity interest in Delta House on the dates indicated nor are they indicative of the future operating results of the Partnership.

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American Midstream Partners, LP and SubsidiariesUnaudited Pro Forma Condensed Consolidated Statement of Operations

For The Nine Months ended September 30, 2017(amounts in thousands, except per unit data)

PartnershipHistorical

Acquisition ProForma Adjustments

Partnership ProForma

Revenues Commodity sales $ 372,049 $ — $ 372,049Services 116,382 — 116,382Loss on commodity derivatives, net (33) — (33)

Total Revenue 488,398 — 488,398 Operating expenses: Costs of sales 342,886 — 342,886Direct operating expenses 56,819 — 56,819Corporate expenses 84,570 — 84,570Depreciation, amortization and accretion 78,834 — 78,834Gain on sale of assets, net (4,064) — (4,064) Total operating expenses 559,045 — 559,045 Operating loss (70,647) — (70,647) Other income (expense): Interest expense (51,037) (4,516) (a) (55,553) Other income, net 32,248 — 32,248 Earnings in unconsolidated affiliates 49,781 27,360 (b) 77,141Income (loss) from continuing operations before taxes (39,655) 22,844 (16,811) Income tax expense (2,611) — (2,611)

Net income (loss) from continuing operations, net of tax $ (42,266) $ 22,844 $ (19,422)

Limited partners' net income (loss) per common unit: Basic and diluted: Loss from continuing operations $ (1.35) $ (0.92)

Weighted average number of common units outstanding: Basic and diluted 52,021 52,021

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American Midstream Partners, LP and SubsidiariesUnaudited Pro Forma Condensed Consolidated Statement of Operations

For The Year ended December 31, 2016(amounts in thousands, except per unit data)

PartnershipHistorical

Acquisition ProForma Adjustments

Partnership ProForma

Revenues

Commodity sales $ 439,412 $ — $ 439,412Services 151,231 — 151,231Loss on commodity derivatives, net (1,617) — (1,617)

Total Revenue 589,026 — 589,026 Operating expenses: Costs of sales 393,351 — 393,351Direct operating expenses 71,544 — 71,544Corporate expenses 89,438 — 89,438Depreciation, amortization and accretion 90,882 — 90,882Loss on sale of assets, net 688 — 688Loss on impairment of property, plant and equipment 697 — 697Loss on impairment of goodwill 2,654 — 2,654 Total operating expenses 649,254 — 649,254

Operating income (loss) (60,228) — (60,228) Other income (expense): Interest expense (21,433) (5,380) (a) (26,813) Other income 254 — 254 Earnings in unconsolidated affiliates 40,158 32,846 (b) 73,004Loss from continuing operations before taxes (41,249) 27,466 (13,783) Income tax expense (2,580) — (2,580)

Net income (loss) from continuing operations, net of tax $ (43,829) $ 27,466 $ (16,363)

Limited partners' net loss per common unit: Basic and diluted: Loss from continuing operations $ (1.51) $ (0.98)

Weighted average number of common units outstanding: Basic and diluted 51,176 51,176

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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 thehistorical financial statements of Delta House, which consists of Delta House FPS LLC and Delta House Oil and Gas Lateral LLC.

The Partnership has utilized Delta House's audited historical financial statements and the Partnership's audited recast historical consolidated financial statementsfor the year ended December 31, 2016 filed on Current Report on Form 8-K, dated December 6, 2017, as well as their unaudited historical condensed consolidatedfinancial statements for the nine months ended September 30, 2017.

The unaudited pro forma condensed consolidated financial statements present the impact of the acquisition of the additional 15.5% interest in Delta House, whichwas described in the introduction to the unaudited pro forma condensed consolidated financial statements, on the Partnership's results of operations for the periodspresented.

2. Pro forma adjustments

The following adjustments for the Partnership have been prepared as if the transaction occurred on January 1, 2016 in the case of the unaudited pro formacondensed consolidated statements of operations for the nine months ended September 30, 2017 and for the year ended December 31, 2016:

a. Reflects the inclusion of interest expense on the Partnership's additional hypothetical borrowings of $125.4 million under its revolving credit facility, which hada weighted average interest rate of 4.85% and 4.29%, for the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively. A0.125% change in the assumed interest rate would result in an adjustment to interest expense of $0.1 million for the nine months ended September 30, 2017 and$0.2 million for the year ended December 31, 2016.

b. Reflects the adjustment to recognize the Partnership's additional 15.5% share of Delta House's net income (loss) for the periods reported. The adjustment wascalculated utilizing Delta House's historical financial statements.

3. Pro forma net income (loss) per Limited Partner unit

Net income (loss) is allocated to the limited partners' common units in accordance with their respective ownership percentages, after giving effect to declareddistributions on Series A, C and D Preferred Units, declared general partner's distribution and general partner's share in undistributed loss. Basic and dilutedincome (loss) per limited partners' unit is calculated by dividing limited partners’ interest in net income (loss) by the weighted average number of limited partnerunits outstanding during the period.

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 beconsidered 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 theperiod were distributed under the terms of the partnership agreement, regardless of whether the general partner has discretion over the amount of distributions to bemade in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, orwhether 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 fora 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 ouraggregate 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 ouraggregate earnings, as if distributed, is allocated to the incentive distribution rights of the general partner, even though we make distributions on the basis ofavailable cash and not earnings. In periods in which our aggregate net income does not exceed our aggregate distributions for such period, the two-class methoddoes not have any impact on our calculation of earnings per limited partner unit. We have no dilutive securities, therefore basic and diluted net income (loss) perunit are the same.

5