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| Combined and Condensed Balance Sheets as of March 31, 2014 (unaudited) and December 31, 2013 (audited) | |
| Combined and Condensed Statements of Operations for the three months ended March 31, 2014 and 2013 (unaudited) | |
| Combined and Condensed Statements of Members' Capital for the three months ended March 31, 2014 and 2013 (unaudited) | |
| Combined and Condensed Statements of Cash Flows for the three months ended March 31, 2014 and 2013 (unaudited) | |
| Notes to Combined and Condensed Financial Statements | |
Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC
Combined and Condensed Balance Sheets
(Dollars in thousands)
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| | | | | | | |
| | March 31, | | December 31, |
|
| | 2014 | | 2013 |
| | (Unaudited) | | (Audited) |
| Assets | | | |
| Prepaid expenses | $ | 17 |
| | $ | — |
|
| Total current assets | 17 |
| | — |
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| | | | |
| Investment in West Texas LPG Pipeline Limited Partnership | 84,743 |
| | $ | 85,016 |
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| | $ | 84,760 |
| | $ | 85,016 |
|
| Liabilities and Members’ Capital | | | |
| Accrued liabilities | $ | 9 |
| | $ | 22 |
|
| Total liabilities | 9 |
| | 22 |
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| Commitments and contingencies | | | |
| Members’ capital | 84,751 |
| | 84,994 |
|
| | $ | 84,760 |
| | $ | 85,016 |
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See accompanying notes to the combined and condensed financial statements.
Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC
Unaudited Combined and Condensed Statements of Operations
(Dollars in thousands)
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| | | | | | | |
| | Three Months Ended March 31, |
| | 2014 | | 2013 |
| Costs and expenses: | | | |
| Operating expenses | $ | 33 |
| | $ | 39 |
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| Operating loss | (33 | ) | | (39 | ) |
| | | | |
| Equity in earnings of West Texas LPG Pipeline Limited Partnership | 1,727 |
| | 2,040 |
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| Net income | $ | 1,694 |
| | $ | 2,001 |
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See accompanying notes to the combined and condensed financial statements.
Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC
Unaudited Combined and Condensed Statements of Members' Capital
(Dollars in thousands)
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| | | |
| Members' capital at January 1, 2013 | $ | 85,238 |
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| Net income | 2,001 |
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| Contributions from member | 40 |
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| Distributions to member | (1,800 | ) |
| Members' capital at March 31, 2013 | $ | 85,479 |
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| Members' capital at January 1, 2014 | $ | 84,994 |
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| Net income | 1,694 |
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| Contributions from member | 63 |
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| Distributions to member | (2,000 | ) |
| Members' capital at March 31, 2014 | $ | 84,751 |
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See accompanying notes to the combined and condensed financial statements.
Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC
Unaudited Combined and Condensed Statements of Cash Flows
(Dollars in thousands)
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| | | | | | | |
| | Three Months Ended March 31, |
| | 2014 | | 2013 |
| Cash flows from operating activities | | | |
| Net income | $ | 1,694 |
| | $ | 2,001 |
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| Adjustments to reconcile net loss to net cash used in operating activities: | | | |
| Equity in earnings of West Texas LPG Pipeline Limited Partnership | (1,727 | ) | | (2,040 | ) |
| Changes in current assets and liabilities: | | | |
| Prepaid expenses | (17 | ) | | 9 |
|
| Accrued liabilities | (13 | ) | | (10 | ) |
| Net cash used in operating activities | (63 | ) | | (40 | ) |
| | | | |
| Cash flows from investing activities | | | |
| Distributions from West Texas LPG Pipeline Limited Partnership | 2,000 |
| | 1,800 |
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| Net cash provided by investing activities | 2,000 |
| | 1,800 |
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| Cash flows from financing activities | | | |
| Contributions from member | 63 |
| | 40 |
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| Distributions to member | (2,000 | ) | | (1,800 | ) |
| Net cash used in financing activities | (1,937 | ) | | (1,760 | ) |
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| Net increase in cash and cash equivalents | — |
| | — |
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| Beginning of year | — |
| | — |
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| End of year | $ | — |
| | $ | — |
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See accompanying notes to the combined and condensed financial statements.
Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC
Notes to Unaudited Combined and Condensed Financial Statements
NOTE 1 – BASIS OF PRESENTATION
Atlas Pipeline NGL Holdings, LLC and Atlas Pipeline NGL Holdings II, LLC are Delaware limited liability companies which function as a holding company (the “Company”). The Company is a consolidated subsidiary of Atlas Pipeline Partners, L.P. (the “Partnership”), which is a publicly-traded (NYSE: APL) Delaware limited partnership.
On May 11, 2011, the Company acquired a 20% interest in West Texas LPG Pipeline Limited Partnership (“WTLPG”) from Buckeye Partners, L.P. (NYSE: BPL) for $85.0 million. The Company received contributions of $85.0 million from the Partnership in connection with the acquisition. WTLPG owns a common-carrier pipeline system that transports natural gas liquids from New Mexico and West Texas to Mont Belvieu, Texas for fractionation. WTLPG is operated by Chevron Pipeline Company, an affiliate of Chevron, which owns the remaining 80% interest. The Company does not own any other investments or engage in any operations.
Distributions received by the Company from WTLPG are distributed to the Partnership. The Company receives contributions from the Partnership which are generally contributed to WTLPG. For the three months ended March 31, 2014 and 2013, the Company received $2.0 million and $1.8 million, respectively, in distributions from WTLPG, and paid $2.0 million and $1.8 million, respectively, in distributions to the Partnership.
NOTE 2 – EQUITY METHOD INVESTMENTS
The Company accounts for its ownership interest in WTLPG under the equity method of accounting, with recognition of its ownership interest in the income of WTLPG as equity in income of unconsolidated entities on its statements of operations. Investments in excess of the underlying net assets of WTLPG identifiable to property, plant and equipment or finite lived intangible assets are amortized over the useful life of the related assets and recorded as a reduction to investment in unconsolidated entities on the Company’s balance sheet with an offsetting reduction to equity in income of unconsolidated entities on the Company’s statements of operations. Excess investment representing equity method goodwill is not subject to amortization and is accounted for as a component of the investment. No goodwill was recorded on the acquisition of WTLPG. Equity method investments are subject to impairment evaluation. The Company noted no indicators of impairment for its equity method investments as of March 31, 2014 or December 31, 2013.
Selected financial information for WTLPG is as follows (dollars in thousands):
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| | As of March 31, | | Three Months Ended March 31, |
| | Total Assets | | Partners' Capital | | Revenues | | Net Income |
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| 2014 | $ | 216,444 |
| | $ | 189,523 |
| | $ | 23,212 |
| | $ | 11,151 |
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| | As of December 31, | | |
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| 2013 | $ | 216,561 |
| | $ | 188,372 |
| | $ | 22,726 |
| | $ | 11,185 |
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