Exhibit 99.1
NEWS RELEASE
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CONTACT: | | Brian J. Begley |
| | | Vice President — Investor Relations |
| | | Atlas Energy, Inc. |
| | | 215/546-5005 |
| | | 215/553-8455 (fax) |
| | | |
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ATLAS ENERGY, INC. REPORTS OPERATING AND FINANCIAL
RESULTS
FOR THE THIRD QUARTER 2009
Philadelphia, PA — November 5, 2009, Atlas Energy, Inc. (NASDAQ: ATLS) (“Atlas Energy” or “the Company”)today reported operating and financial results for the third quarter 2009.
Highlights of Atlas Energy’s operations (as previously reported) and financial results include the following:
| | • | | Atlas Energy successfully drilled and completed two additional horizontal Marcellus Shale wells in southwestern Pennsylvania: one in western Fayette County and another in eastern Greene County. The Fayette County well, which is the first horizontal Marcellus Shale well drilled and completed in the county, has produced into a pipeline an average of 3.3 million cubic feet per day (“Mmcf/d”) for its first 30 days. This well inclined for most of its first 30 days and is showing very little decline after 40 days. The Company’s second horizontal Marcellus Shale well drilled during 2009 in Greene County is exhibiting a similar flat production profile after an initial peak rate of 3.5 Mmcf/d. Both of these wells are producing at rates that exceed the Company’s assumed 4 billion cubic feet (“Bcf”) type curve. Atlas’s last four horizontal Marcellus Shale wells that were turned into line in southwestern Pennsylvania had an average peak 24-hour rate of 5.1 Mmcfe/d; |
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| | • | | During the first nine months of 2009, Atlas successfully drilled 14 horizontal Marcellus Shale wells. Four of these wells are online, one is flowing but not yet online, three will be returned to production as a gas processing plant has been brought back onto production this week, and six are yet to be frac’d; |
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| | • | | Adjusted earnings before interest, income taxes, depreciation and amortization (“adjusted EBITDA”), a non-GAAP measure, was $56.2 million for the Company’s Exploration and Production operations (“E&P Operations”) for the third quarter 2009, as compared with $75.9 million for the prior year comparable quarter. The decrease from the prior year comparable quarter was primarily related to 1) lower commodity prices, partially offset by higher natural gas production volumes and strong hedge protection, and 2) the comparable year over year timing of the offering of direct investment programs (funds received in the fourth quarter 2009 are already five times higher than funds received in the third quarter 2009). As a result of the currently realized and continued expected increase in direct investment funds received in the fourth quarter 2009, and higher anticipated production volumes and realized natural gas prices compared to the third quarter 2009, the Company expects to generate $68 million to $72 million of adjusted EBITDA in the fourth quarter 2009. A reconciliation from net income to adjusted EBITDA is provided in the financial tables of this release; |
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| | • | | The Company reaffirms its 2009 total production guidance of 37 to 37.5 billion cubic feet equivalents (“Bcfe”), up approximately 7% from 2008, and between 45 and 50 Bcfe for 2010, up 28% at the midpoint compared to estimated 2009 production. Due to increasing Marcellus Shale production, Atlas Energy expects to exit 2009 with over 50 million cubic feet (“Mmcf”) per day of net production in Appalachia and expects this figure to more than double by the end of 2010; |
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| | • | | Atlas Energy’s natural gas and oil production in Appalachia was 41.3 million cubic feet equivalents (“Mmcfe”) per day for the third quarter 2009, compared to 35.7 Mmcfe per day for the prior year third quarter, up approximately 16%. The increase is due primarily to Atlas Energy’s expanding drilling programs and |
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| | | | increased production from the Marcellus Shale. Michigan segment natural gas production was 58.6 Mmcfe per day in the third quarter 2009, compared to 60.5 Mmcfe per day in the prior year comparable quarter, but higher than the second quarter 2009 production of 58.1 Mmcfe per day; and |
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| | • | | Adjusted net income was $3.8 million for the third quarter 2009 compared with $9.9 million for the prior year third quarter. Adjusted diluted net income per share was $0.09 for the third quarter 2009 compared with $0.23 per share for the third quarter 2008. Inclusive of the impact of the consolidation of Atlas Pipeline Partners, L.P. (“APL”) and Atlas Pipeline Holdings, L.P. (“AHD”) and other items, on a GAAP basis, the Company recognized a net loss of $0.7 million for the third quarter 2009 compared with net income of $24.1 million for the prior year third quarter. A reconciliation of net income to adjusted net income is provided in the financial tables of this release. |
Recent Events
| | • | | On September 29, 2009, Atlas America, Inc. and Atlas Energy Resources, LLC (“ATN”) completed their merger (the “Merger”) to form Atlas Energy, Inc. Atlas Energy’s common stock continues to trade on NASDAQ under the symbol “ATLS.” Atlas Energy expects to continue the accelerated expansion of its leading Marcellus Shale position in southwestern Pennsylvania with retained cash flows from operations. As a result of the Merger, Atlas Energy has a single class of publicly traded common equity with one board of directors. |
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| | • | | Atlas Energy began marketing the $275 million Atlas Resources Public #18-2009 (C) drilling program(1) in September of this year. When combined with the $125 million Atlas Resources Public #18-2009 (B) drilling program completed earlier this year, Atlas expects to raise approximately $400 million in 2009 through its direct investment programs. |
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| | • | | ATN’s bank group, as a result of the regularly scheduled semi-annual review, approved ATN’s borrowing base related to its senior secured revolving credit facility at $575 million. All other terms and conditions remain the same. JP Morgan led the group of 26 lenders in the review process. As of September 30, 2009, ATN had $270 million outstanding against the revolving facility. |
Appalachia Segment
| | • | | Atlas Energy drilled 19 gross vertical Marcellus Shale wells and 5 gross horizontal Marcellus Shale wells in the third quarter 2009. |
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| | • | | As of September 30, 2009, the Company held approximately 873,600 net acres in the Appalachian Basin, of which approximately 599,800 were undeveloped. |
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| | • | | As of September 30, 2009, the Company had an interest in approximately 9,900 gross producing wells in Appalachia, of which it operated approximately 85%. |
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| | • | | Partnership management margin(2) was $18.1 million for the third quarter 2009, compared to $23.0 million for the prior year third quarter. The lower partnership management margin in the third quarter 2009 compared to the prior year was due primarily to the comparable year over year timing of the offering of direct investment programs. |
Michigan/Indiana Segment
| | • | | Natural gas and oil production from the Michigan segment averaged 58.6 Mmcfe per day during the third quarter 2009, up from 58.1 Mmcfe per day in the second quarter 2009. |
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| | • | | At September 30, 2009, the Company had approximately 271,900 net acres in the Antrim Shale in Michigan, of which approximately 26,400 were undeveloped. The Company also had access to approximately 250,000 gross acres in the New Albany Shale in Indiana, of which approximately 243,000 acres were undeveloped. |
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Corporate and Other
| | • | | General and administrative expense, excluding amounts attributable to APL and AHD, was $22.5 million for the third quarter 2009, compared to $14.4 million for the prior year comparable quarter. The increase in the third quarter 2009 compared to the prior year was primarily related to 1) $6.1 million of non-recurring expenses related to the Merger and 2) the timing of the offering and receipt of funds associated with the direct investment programs, which influences the capitalization of costs directly related to those programs. |
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| | • | | Depreciation, depletion and amortization expense, excluding amounts attributable to APL and AHD, was $24.6 million in the third quarter 2009, compared to $23.6 million in the prior year comparable quarter. The increase was due primarily to the increase in production in the Company’s Appalachia segment, notably from Marcellus Shale production. |
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| | • | | Interest expense, excluding amounts attributable to APL and AHD, was $18.5 million for the third quarter 2009, compared to $14.8 million for the prior year third quarter. The increase in interest expense was primarily due to ATN’s $200 million 12.5% senior note offering in July 2009, partially offset by lower average borrowings under its credit facility. |
Hedging Summary
The Company entered into additional hedging contracts during the third quarter 2009 for its natural gas production.
A summary of the Company’s current equity hedge positions as of November 5, 2009 is as follows:
Natural Gas
| | | | | | | | | |
| Fixed Price Swaps | | | | |
| | | Average | | |
| Production Period | | Fixed Price | | Volumes |
| Ended December 31, | | (per mcf)(1)(2) | | (per mcf)(1) |
2009(3) | | $ | 8.48 | | | | 7,338,385 | |
| 2010 | | $ | 7.75 | | | | 25,551,562 | |
| 2011 | | $ | 7.20 | | | | 16,073,364 | |
| 2012 | | $ | 7.23 | | | | 13,954,642 | |
| 2013 | | $ | 7.27 | | | | 9,886,929 | |
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| Costless Collars | | | | | | |
| | | Average | | Average | | |
| Production Period | | Floor Price | | Ceiling Price | | Volumes |
| Ended December 31, | | (per mcf)(1)(2) | | (per mcf)(1)(2) | | (per mcf)(1) |
2009(3) | | $ | 11.25 | | | $ | 15.68 | | | | 42,746 | |
| 2010 | | $ | 8.03 | | | $ | 9.22 | | | | 2,420,645 | |
| 2011 | | $ | 6.45 | | | $ | 7.68 | | | | 8,685,232 | |
| 2012 | | $ | 6.67 | | | $ | 7.88 | | | | 7,650,684 | |
| 2013 | | $ | 6.77 | | | $ | 8.00 | | | | 8,773,111 | |
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Crude Oil
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| Fixed Price Swaps | | | | |
| | | Average | | |
| Production Period | | Fixed Price | | Volumes |
| Ended December 31, | | (per bbl)(1) | | (bbls)(1) |
2009(3) | | $ | 98.85 | | | | 9,017 | |
| 2010 | | $ | 97.30 | | | | 36,977 | |
| 2011 | | $ | 69.77 | | | | 32,194 | |
| 2012 | | $ | 71.55 | | | | 26,139 | |
| 2013 | | $ | 72.26 | | | | 5,900 | |
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| Costless Collars | | | | | | |
| | | Average | | Average | | |
| Production Period | | Floor Price | | Ceiling Price | | Volumes |
| Ended December 31, | | (per bbl)(1) | | (per bbl)(1) | | (bbls)(1) |
2009(3) | | $ | 85.00 | | | $ | 115.72 | | | | 5,589 | |
| 2010 | | $ | 85.00 | | | $ | 112.72 | | | | 23,442 | |
| 2011 | | $ | 60.00 | | | $ | 80.92 | | | | 20,361 | |
| 2012 | | $ | 60.00 | | | $ | 86.50 | | | | 16,777 | |
| 2013 | | $ | 60.00 | | | $ | 88.90 | | | | 3,540 | |
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| (1) | | “Mcf” represents thousand cubic feet; “bbl” represents barrel. |
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| (2) | | Includes an estimated positive basis differential and Btu (British thermal units) adjustment. |
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| (3) | | Reflects hedges covering the last three months of 2009. |
Interest in Atlas Pipeline and Atlas Pipeline Holdings
Through Atlas Energy’s controlling interest in Atlas Pipeline Holdings, L.P. (NYSE: AHD), which owns and operates the general partner of Atlas Pipeline Partners, L.P. (NYSE: APL) and owns 5.8 million limited partner units in APL, the Company recognizes approximately 11% of APL’s net income after eliminating minority interest from non-controlling parties. A consolidating statement of operations and balance sheet has been provided in the financial tables of the release, which segregates the Atlas Energy E&P Operations financial results from the Atlas Pipeline midstream financial results.
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Interested parties are invited to access the live webcast of an investor call with management regarding Atlas Energy, Inc.’s third quarter 2009 results on Friday, November 6, 2009 at 9:00 am ET by going to theInvestor Relationssection of Atlas Energy’s website at www.atlasenergyresources.com. For those unavailable to listen to the live broadcast, the replay of the webcast will be available following the live call on the Atlas Energy website and telephonically beginning at 12:00 p.m. ET on November 6, 2009 by dialing 888-286-8010, passcode: 75002061.
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| (1) | | Atlas Energy’s subsidiary serves as managing general partner of the partnership. A written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, may be obtained from Anthem Securities, Inc. (a subsidiary of Atlas Energy), 1550 Coraopolis Heights Rd. — 3rd Floor, Moon Township, PA 15108. |
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| (2) | | Partnership management margin is comprised of Well Construction & Completion margin, Well Services margin and Administration & Oversight Fee revenues. |
The Company has a 100.0% ownership interest in Atlas Energy Resources, LLC (“ATN”), an approximate 2.2% direct ownership interest in Atlas Pipeline Partners, L.P. (“APL”), a publicly-traded limited partnership, and an approximate 64.4% limited partner interest and 100% of the general partner interest in Atlas Pipeline Holdings, L.P. (“AHD”). The Company’s financial results are presented on a consolidated basis with those of ATN, AHD, and APL. Non-controlling minority interests in ATN, AHD, and APL are reflected as income (expense) in the Company’s consolidated statements
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of operations and as a component of stockholders’ equity on its consolidated balance sheet. A consolidating statement of operations and balance sheet has also been provided in the financial tables to the release for the comparable periods presented.
Please see the respective AHD and APL earnings releases for more information with regard to their third quarter 2009 financial results.
Atlas Energy, Inc.is one of the largest independent natural gas producers in the Appalachian and Michigan Basins and a leading producer in the Marcellus Shale in Pennsylvania. Atlas Energy, Inc. is also the country’s largest sponsor and manager of tax-advantaged energy investment partnerships. Atlas Energy, Inc. also owns 1.1 million common units in Atlas Pipeline Partners, L.P. (NYSE: APL) and a 64% interest in Atlas Pipeline Holdings, L.P. (NYSE: AHD), a limited partnership which owns the general partner interest, all the incentive distribution rights and approximately 5.8 million common units of Atlas Pipeline Partners, L.P. For more information, please visit our website at www.atlasamerica.com, or contact Investor Relations at InvestorRelations@atlasamerica.com.
Atlas Pipeline Partners, L.P.is active in the gathering and processing segments of the midstream natural gas industry. In the Mid-Continent region of Oklahoma, southern Kansas, northern and western Texas and the Texas panhandle, APL owns and operates eight active gas processing plants and a treating facility, as well as approximately 8,750 miles of active intrastate gas gathering pipeline. In Appalachia, APL is a 49% joint venture partner with Williams in Laurel Mountain Midstream, LLC, which manages the natural gas gathering system in that region, namely from the Marcellus Shale in southwestern Pennsylvania. For more information, visit the Partnership’s website at www.atlaspipelinepartners.com or contact investorrelations@atlaspipelinepartners.com.
Atlas Pipeline Holdings, L.P.is a limited partnership which owns and operates the general partner of Atlas Pipeline Partners, L.P., through which it owns a 2% general partner interest, all the incentive distribution rights and approximately 5.8 million common of Atlas Pipeline Partners, L.P.
Cautionary Note Regarding Forward-Looking Statements
This document contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Atlas Energy, Inc. cautions readers that any forward-looking information is not a guarantee of future performance. Such forward-looking statements include, but are not limited to, statements about the benefits of the recently completed merger between a subsidiary of Atlas America and Atlas Energy Resources, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; changes in commodity price; inability to obtain capital needed for operations; the level of indebtedness; changes in government environmental policies; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in either company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including each company’s report on Form 10-K for the year ended December 31, 2008, and subsequent quarterly reports on Forms 10-Q. Forward-looking statements speak only as of the date hereof, and each company assumes no obligation to update such statements.
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ATLAS ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
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| | | Three Months Ended | | | Nine Months Ended | |
| | | September 30, | | | September 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Revenue: | | | | | | | | | | | | | | | | |
| Well construction and completion | | $ | 81,496 | | | $ | 116,987 | | | $ | 257,231 | | | $ | 343,466 | |
| Gas and oil production | | | 65,986 | | | | 81,235 | | | | 207,908 | | | | 236,417 | |
| Transmission, gathering and processing | | | 205,603 | | | | 410,942 | | | | 555,373 | | | | 1,218,359 | |
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| Administration and oversight | | | 3,149 | | | | 5,216 | | | | 9,644 | | | | 15,370 | |
| Well services | | | 5,012 | | | | 5,299 | | | | 14,911 | | | | 15,363 | |
| Gain on asset sales | | | 55 | | | | — | | | | 105,746 | | | | — | |
Gain (loss) on mark-to-market derivatives(1) | | | 1,032 | | | | 147,505 | | | | (17,245 | ) | | | (257,344 | ) |
| Other, net | | | 4,851 | | | | 3,818 | | | | 11,696 | | | | 11,842 | |
| | | | | | | | | | | | | |
| Total revenue | | | 367,184 | | | | 771,002 | | | | 1,145,264 | | | | 1,583,473 | |
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Costs and expenses: | | | | | | | | | | | | | | | | |
| Well construction and completion | | | 69,138 | | | | 101,727 | | | | 218,236 | | | | 298,666 | |
| Gas and oil production | | | 12,128 | | | | 12,688 | | | | 33,217 | | | | 35,735 | |
| Transmission, gathering and processing | | | 167,862 | | | | 333,988 | | | | 470,752 | | | | 992,504 | |
| Well services | | | 2,378 | | | | 2,753 | | | | 6,922 | | | | 7,815 | |
| General and administrative | | | 32,066 | | | | 12,647 | | | | 81,619 | | | | 58,592 | |
| Depreciation, depletion and amortization | | | 46,460 | | | | 44,325 | | | | 147,427 | | | | 129,539 | |
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| Total costs and expenses | | | 330,032 | | | | 508,128 | | | | 958,173 | | | | 1,522,851 | |
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Operating income (loss) | | | 37,152 | | | | 262,874 | | | | 187,091 | | | | 60,622 | |
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Interest expense | | | (47,754 | ) | | | (37,331 | ) | | | (124,322 | ) | | | (106,538 | ) |
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| Income (loss) from continuing operations before income tax provision (benefit) | | | (10,602 | ) | | | 225,543 | | | | 62,769 | | | | (45,916 | ) |
| Provision (benefit) for income taxes | | | (716 | ) | | | 13,647 | | | | 5,555 | | | | 12,288 | |
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| Net income (loss) from continuing operations | | | (9,886 | ) | | | 211,896 | | | | 57,214 | | | | (58,204 | ) |
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| Discontinued operations: | | | | | | | | | | | | | | | | |
| Gain on sale of discontinued operations (net of income tax provision of $2,228 for the nine months ended September 30, 2009) | | | — | | | | — | | | | 48,851 | | | | — | |
| Income from discontinued operations (net of income tax provision of $277 for the three months ended September 30, 2008 and $498 and $848 for the nine months ended September 30, 2009 and 2008, respectively) | | | — | | | | 6,261 | | | | 10,918 | | | | 20,181 | |
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Net income (loss) | | | (9,886 | ) | | | 218,157 | | | | 116,983 | | | | (38,023 | ) |
| (Income) loss attributable to non-controlling interests | | | 9,172 | | | | (194,054 | ) | | | (103,686 | ) | | | 60,777 | |
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Net income (loss) attributable to common shareholders | | $ | (714 | ) | | $ | 24,103 | | | $ | 13,297 | | | $ | 22,754 | |
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Net income (loss) attributable to common shareholders per share — basic: | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations attributable to common shareholders | | $ | (0.02 | ) | | $ | 0.59 | | | $ | 0.23 | | | $ | 0.54 | |
| Discontinued operations attributable to common shareholders | | | 0.00 | | | | 0.01 | | | | 0.11 | | | | 0.03 | |
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| Net income (loss) attributable to common shareholders | | $ | (0.02 | ) | | $ | 0.60 | | | $ | 0.34 | | | $ | 0.57 | |
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Net income (loss) attributable to common shareholders per share — diluted: | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Nine Months Ended | |
| | | September 30, | | | September 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| Income (loss) from continuing operations attributable to common shareholders | | $ | (0.02 | ) | | $ | 0.56 | | | $ | 0.22 | | | $ | 0.51 | |
| Discontinued operations attributable to common shareholders | | | 0.00 | | | | 0.01 | | | | 0.11 | | | | 0.03 | |
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| Net income (loss) attributable to common shareholders | | $ | (0.02 | ) | | $ | 0.57 | | | $ | 0.33 | | | $ | 0.54 | |
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Weighted average common shares outstanding: | | | | | | | | | | | | | | | | |
| Basic | | | 39,780 | | | | 40,093 | | | | 39,460 | | | | 40,251 | |
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| Diluted | | | 39,780 | | | | 41,994 | | | | 40,051 | | | | 42,121 | |
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Income (loss) attributable to common shareholders: | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations (net of income tax provision (benefit) of ($716) and $13,647 for the three months ended September 30, 2009 and 2008, respectively, and $5,555 and $12,288 for the nine months ended September 30, 2009 and 2008, respectively) | | $ | (714 | ) | | $ | 23,670 | | | $ | 9,044 | | | $ | 21,431 | |
| Discontinued operations (net of income tax provision of $277 for the three months ended September 30, 2008 and $2,726 and $848 for the nine months ended September 30, 2009 and 2008, respectively) | | | — | | | | 433 | | | | 4,253 | | | | 1,323 | |
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| Net income (loss) attributable to common shareholders | | $ | (714 | ) | | $ | 24,103 | | | $ | 13,297 | | | $ | 22,754 | |
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| (1) | | Consists principally of hydrocarbon derivative gains / (losses) that relate to the operating activities of the Company’s consolidated subsidiary, Atlas Pipeline, and the underlying hydrocarbon derivatives do not represent present or potential future obligations of the Company. |
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ATLAS ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except per share data)
| | | | | | | | | |
| | | September 30, | | | December 31, | |
| | | 2009 | | | 2008 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 35,693 | | | $ | 104,496 | |
| Accounts receivable | | | 145,894 | | | | 172,427 | |
| Current portion of derivative asset | | | 88,960 | | | | 152,726 | |
| Prepaid expenses and other | | | 28,781 | | | | 57,679 | |
| Current assets of discontinued operations | | | — | | | | 13,441 | |
| | | | | | | |
| Total current assets | | | 299,328 | | | | 500,769 | |
| | | | | | | | | |
Property, plant and equipment, net | | | 3,708,389 | | | | 3,744,815 | |
Goodwill and intangible assets, net | | | 212,705 | | | | 232,651 | |
Long-term derivative asset | | | 42,405 | | | | 69,451 | |
Investment in joint venture | | | 133,740 | | | | — | |
Other assets, net | | | 75,159 | | | | 56,030 | |
Long-term assets of discontinued operations | | | — | | | | 242,165 | |
| | | | | | | |
| | | $ | 4,471,726 | | | $ | 4,845,881 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
| Current portion of long-term debt | | $ | 12,000 | | | $ | — | |
| Accounts payable | | | 105,929 | | | | 140,725 | |
| Liabilities associated with drilling contracts | | | 16,590 | | | | 96,883 | |
| Accrued producer liabilities | | | 45,539 | | | | 66,846 | |
| Current portion of derivative liability | | | 46,570 | | | | 73,776 | |
| Accrued and other current liabilities | | | 188,783 | | | | 138,424 | |
| Current liabilities of discontinued operations | | | — | | | | 10,572 | |
| | | | | | | |
| Total current liabilities | | | 415,411 | | | | 527,226 | |
| | | | | | | | | |
Long-term debt, less current portion | | | 2,115,505 | | | | 2,413,082 | |
Deferred tax liability | | | 51,158 | | | | 242,058 | |
Long-term derivative liability | | | 33,847 | | | | 59,103 | |
Other long-term liabilities | | | 71,962 | | | | 74,844 | |
| | | | | | | | | |
Stockholders’ equity: | | | | | | | | |
| Stockholders’ equity | | | 1,131,025 | | | | 390,372 | |
| Accumulated other comprehensive income | | | 50,351 | | | | 21,143 | |
| | | | | | | |
| | | | 1,181,376 | | | | 411,515 | |
| Non-controlling interests | | | 602,467 | | | | 1,118,053 | |
| | | | | | | |
| Total stockholders’ equity | | | 1,783,843 | | | | 1,529,568 | |
| | | | | | | |
| | | $ | 4,471,726 | | | $ | 4,845,881 | |
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ATLAS ENERGY, INC.
Financial and Operating Highlights
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Nine Months Ended | |
| | | September 30, | | | September 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Net income attributable to common shareholders per share — basic | | $ | (0.02 | ) | | $ | 0.60 | | | $ | 0.34 | | | $ | 0.57 | |
Adjusted net income attributable to common shareholders per share — basic(1) | | $ | 0.09 | | | $ | 0.25 | | | $ | 0.63 | | | $ | 0.76 | |
Pro forma adjusted net income attributable to common shareholders per share — basic(1) | | $ | 0.10 | | | $ | 0.30 | | | $ | 0.65 | | | $ | 0.78 | |
E&P Operations Discretionary Cash Flow per Share(2) | | $ | 0.58 | | | $ | 0.78 | | | $ | 2.18 | | | $ | 2.36 | |
| | | | | | | | | | | | | | | | | |
Production revenues (in thousands): | | | | | | | | | | | | | | | | |
| Gas | | $ | 62,748 | | | $ | 77,253 | | | $ | 199,519 | | | $ | 224,345 | |
| Oil | | | 3,238 | | | | 3,982 | | | | 8,389 | | | | 12,072 | |
| | | | | | | | | | | | | | | | | |
Production volume:(3) (4) | | | | | | | | | | | | | | | | |
| Appalachia: | | | | | | | | | | | | | | | | |
| Gas (Mcfd) | | | 38,579 | | | | 33,228 | | | | 39,749 | | | | 31,929 | |
| Oil (Bpd) | | | 460 | | | | 413 | | | | 442 | | | | 410 | |
| Total (Mcfed) | | | 41,339 | | | | 35,706 | | | | 42,401 | | | | 34,389 | |
| Michigan: | | | | | | | | | | | | | | | | |
| Gas (Mcfd) | | | 58,519 | | | | 60,436 | | | | 58,277 | | | | 59,755 | |
| Oil (Bpd) | | | 9 | | | | 11 | | | | 9 | | | | 11 | |
| Total (Mcfed) | | | 58,573 | | | | 60,502 | | | | 58,331 | | | | 59,821 | |
| Total: | | | | | | | | | | | | | | | | |
| Gas (Mcfd) | | | 97,098 | | | | 93,664 | | | | 98,026 | | | | 91,684 | |
| Oil (Bpd) | | | 469 | | | | 424 | | | | 451 | | | | 421 | |
| Total (Mcfed) | | | 99,912 | | | | 96,208 | | | | 100,732 | | | | 94,210 | |
| | | | | | | | | | | | | | | | | |
Average sales prices:(4) | | | | | | | | | | | | | | | | |
Gas (per Mcf) (5)(6) | | $ | 7.29 | | | $ | 9.26 | | | $ | 7.67 | | | $ | 9.35 | |
Oil (per Bbl)(7) | | | 75.03 | | | | 101.34 | | | | 68.13 | | | | 104.15 | |
| | | | | | | | | | | | | | | | | |
Production costs:(4)(8) | | | | | | | | | | | | | | | | |
| Lease operating expenses per Mcfe | | $ | 0.81 | | | $ | 0.82 | | | $ | 0.84 | | | $ | 0.82 | |
| Production taxes per Mcfe | | | 0.14 | | | | 0.41 | | | | 0.16 | | | | 0.39 | |
| | | | | | | | | | | | | |
| Total production costs per Mcfe | | $ | 0.95 | | | $ | 1.23 | | | $ | 1.00 | | | $ | 1.21 | |
| | | | | | | | | | | | | | | | | |
Depletion per Mcfe(4) | | $ | 2.55 | | | $ | 2.57 | | | $ | 2.79 | | | $ | 2.55 | |
| | |
| (1) | | A reconciliation from net income to adjusted net income attributable to common shareholders per share and pro forma adjusted net income attributable to common shareholders per share is provided in the financial tables of this release. |
| |
| (2) | | Calculation consists of discretionary cash flow divided by pro forma weighted average common shares outstanding for the respective period. A reconciliation from net income to discretionary cash flow is provided in the financial tables of this release. Pro forma weighted average common shares outstanding for the respective period consists of the historical basic weighted average shares of the Company for the respective period, adjusted for the 38.8 million shares of the Company’s common stock issued in connection with the Merger. |
| |
| (3) | | Production quantities consist of the sum of (i) the Company’s proportionate share of production from wells in which it has a direct interest, based on the Company’s proportionate net revenue interest in such wells, and (ii) the Company’s proportionate share of production from wells owned by the investment partnerships in which the Company has an interest, based on its equity interest in each such partnership and based on each partnership’s proportionate net revenue interest in these wells. |
11
| | |
| (4) | | “Mcf” and “Mcfd” represent thousand cubic feet and thousand cubic feet per day; “Mcfe” and “Mcfed” represent thousand cubic feet equivalents and thousand cubic feet equivalents per day, and “Bbl” and “Bpd” represent barrels and barrels per day. Barrels are converted to Mcfe using the ratio of six Mcf’s to one barrel. |
| |
| (5) | | The Company’s average sales price for gas before the effects of financial hedging was $3.20 and $10.49 per Mcf for the three months ended September 30, 2009 and 2008, respectively, and $4.01 and $10.03 per Mcf for the nine months ended September 30, 2009 and 2008, respectively. Including the effects of certain allocations of the Company’s production revenue to the investor partners within the Company’s investment partnerships, average gas sales prices for the three and nine months ended September 30, 2009 was $7.06 per Mcf ($2.97 per Mcf before the effects of financial hedging) and $7.55 per Mcf ($3.89 per Mcf before the effects of financial hedging), respectively. |
| |
| (6) | | Includes cash proceeds of $0.3 million and $2.6 million for the three months ended September 30, 2009 and 2008, respectively, and $2.4 million and $10.5 million for the nine months ended September 30, 2009 and 2008, respectively, received from the settlement of ineffective derivative gains associated with the acquisition of the Company’s Michigan operations but not reflected in the consolidated statements of operations. |
| |
| (7) | | The Company’s average sales price for oil before the effects of financial hedging was $62.81 and $106.94 per barrel for the three months ended September 30, 2009 and 2008, respectively, and $52.30 and $108.09 per barrel for the nine months ended September 30, 2009 and 2008, respectively. |
| |
| (8) | | Production costs include labor to operate the wells and related equipment, repairs and maintenance, materials and supplies, property taxes, severance taxes, insurance and production overhead. Including the effects of the Company’s proportionate share of lease operating expenses associated with certain allocations of production revenue to investor partners within its investment partnerships (see Note 5), lease operating expenses per Mcfe for the three and nine months ended September 30, 2009 was $0.73 per Mcfe (total production costs per Mcfe were $0.87) and $0.80 per Mcfe (total production costs per Mcfe were $0.96), respectively. |
12
ATLAS ENERGY, INC.
CAPITALIZATION INFORMATION
(unaudited; in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | September 30, 2009 | | | December 31, 2008 | |
| | | | | | | Atlas | | | | | | | | | | | Atlas | | | | |
| | | | | | | Pipeline | | | | | | | | | | | Pipeline | | | | |
| | | | | | | and Atlas | | | | | | | | | | | and Atlas | | | | |
| | | Atlas | | | Pipeline | | | | | | | Atlas | | | Pipeline | | | | |
| | | Energy | | | Holdings | | | Consolidated | | | Energy | | | Holdings | | | Consolidated | |
| Total debt | | $ | 872,455 | | | $ | 1,255,050 | | | $ | 2,127,505 | | | $ | 873,655 | | | $ | 1,539,427 | | | $ | 2,413,082 | |
| Less: Cash | | | (30,105 | ) | | | (5,588 | ) | | | (35,693 | ) | | | (97,211 | ) | | | (7,285 | ) | | | (104,496 | ) |
| | | | | | | | | | | | | | | | | | | |
| Total net debt | | | 842,350 | | | | 1,249,462 | | | | 2,091,812 | | | | 776,444 | | | | 1,532,142 | | | | 2,308,586 | |
| Stockholders’ equity | | | 1,185,545 | | | | 716,454 | | | | 1,783,843 | (1) | | | 1,168,768 | | | | 588,889 | | | | 1,529,568 | (1) |
| | | | | | | | | | | | | | | | | | | |
| Total capitalization | | $ | 2,027,895 | | | $ | 1,965,916 | | | $ | 3,875,655 | | | $ | 1,945,212 | | | $ | 2,121,031 | | | $ | 3,838,154 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Ratio of net debt to capitalization | | | | | | | | | | | 0.54 | x | | | | | | | | | | | 0.60 | x |
| | |
| (1) | | Net of eliminated amounts. |
ATLAS ENERGY, INC.
CAPITAL EXPENDITURE DATA
(unaudited; in thousands, except per share data)
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Nine Months Ended | |
| | | September 30, | | | September 30, | |
| | | 2009 | | | 2008(1) | | | 2009 | | | 2008(1) | |
| Atlas Energy | | $ | 34,372 | | | $ | 89,300 | | | $ | 130,785 | | | $ | 224,970 | |
| Atlas Pipeline Partners | | | 7,116 | | | | 81,714 | | | | 137,610 | | | | 223,768 | |
| | | | | | | | | | | | | |
| Consolidated capital expenditures | | $ | 41,488 | | | $ | 171,014 | | | $ | 268,395 | | | $ | 448,738 | |
| | | | | | | | | | | | | |
| | |
| (1) | | Restated to reflect amounts reclassified to discontinued operations due to APL’s sale of its NOARK gas gathering and interstate pipeline system. |
13
ATLAS ENERGY, INC.
Financial Information
(unaudited; in thousands, except per share data)
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Nine Months Ended | |
| | | September 30, | | | September 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
E&P Operations: | | | | | | | | | | | | | | | | |
| Well construction and completion margin | | $ | 12,358 | | | $ | 15,260 | | | $ | 38,995 | | | $ | 44,800 | |
Gas and oil production margin(1) | | | 54,211 | | | | 67,481 | | | | 199,463 | | | | 202,325 | |
| Administration and oversight margin | | | 3,149 | | | | 5,216 | | | | 9,644 | | | | 15,370 | |
| Well services margin | | | 2,634 | | | | 2,546 | | | | 7,989 | | | | 7,548 | |
| Gas gathering | | | (1,874 | ) | | | (3,645 | ) | | | (6,720 | ) | | | (9,142 | ) |
| | | | | | | | | | | | | |
E&P Operations Gross Margin | | | 70,478 | | | | 86,858 | | | | 249,371 | | | | 260,901 | |
Cash general and administrative costs(2) | | | (15,390 | ) | | | (11,729 | ) | | | (41,824 | ) | | | (35,795 | ) |
| Other income (loss), net | | | 1,082 | | | | 737 | | | | (337 | ) | | | 1,622 | |
| | | | | | | | | | | | | |
E&P Operations Adjusted EBITDA(3) | | | 56,170 | | | | 75,866 | | | | 207,210 | | | | 226,728 | |
Cash interest expense(4) | | | (17,903 | ) | | | (14,099 | ) | | | (44,287 | ) | | | (40,398 | ) |
| Cash income tax refunds (payments) | | | 7,298 | | | | — | | | | 7,298 | | | | — | |
| | | | | | | | | | | | | |
E&P Operations Discretionary Cash Flow(3) | | | 45,565 | | | | 61,767 | | | | 170,221 | | | | 186,330 | |
| Capital expenditures | | | (34,372 | ) | | | (89,300 | ) | | | (130,785 | ) | | | (224,970 | ) |
| | | | | | | | | | | | | |
E&P Operations Free Cash Flow(3)(5) | | $ | 11,193 | | | $ | (27,533 | ) | | $ | 39,436 | | | $ | (38,640 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Nine Months Ended | |
| | | September 30, | | | September 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Reconciliation of non-GAAP measures to net income attributable to common shareholders(3): | | | | | | | | | | | | | | | | |
| E&P Operations Discretionary Cash Flow | | $ | 45,565 | | | $ | 61,767 | | | $ | 170,221 | | | $ | 186,330 | |
| Atlas Pipeline and Atlas Pipeline Holdings net (income) loss attributable to common shareholders | | | (2,614 | ) | | | 25,865 | | | | 6,233 | | | | (1,326 | ) |
| Cash income tax payments (refunds) | | | (7,298 | ) | | | — | | | | (7,298 | ) | | | — | |
| Income tax benefit (provision) | | | 716 | | | | (13,647 | ) | | | (5,555 | ) | | | (12,288 | ) |
| Non-recurring Merger costs | | | (6,108 | ) | | | — | | | | (6,752 | ) | | | — | |
| Depreciation, depletion and amortization | | | (24,563 | ) | | | (23,584 | ) | | | (79,863 | ) | | | (68,339 | ) |
| Amortization of deferred finance costs | | | (1,230 | ) | | | (670 | ) | | | (2,897 | ) | | | (2,182 | ) |
| Non-cash stock compensation expense | | | (1,034 | ) | | | (2,706 | ) | | | (6,055 | ) | | | (8,121 | ) |
| Non-cash net loss on sale of assets | | | (1,444 | ) | | | — | | | | (5,694 | ) | | | — | |
Income attributable to ATN non-controlling interests(6) | | | (2,351 | ) | | | (20,361 | ) | | | (18,067 | ) | | | (60,811 | ) |
Adjustment to reflect the cash impact of derivatives(1) | | | (353 | ) | | | (2,561 | ) | | | (30,976 | ) | | | (10,509 | ) |
| | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | $ | (714 | ) | | $ | 24,103 | | | $ | 13,297 | | | $ | 22,754 | |
| | | | | | | | | | | | | |
| | |
| (1) | | Includes adjustments to reflect the cash impact of derivatives, including (i) $28.5 million of cash proceeds received in May 2009 from the early settlement of natural gas and oil derivative positions and (ii) cash proceeds received from the settlement of ineffective derivative gains recognized in connection with the acquisition of the Company’s Michigan assets in June 2007 but not reflected in its consolidated statements of operations for the three and nine months ended September 30, 2009 and 2008. |
| |
| (2) | | Excludes non-cash stock-compensation expense and non-recurring costs incurred in connection with the Merger. |
| |
| (3) | | Adjusted EBITDA, discretionary cash flow and net cash flow are non-GAAP (generally accepted accounting principles) financial measures under the rules of the Securities and Exchange Commission. Management of the Company believes that adjusted EBITDA, discretionary cash flow and net cash flow provide additional information for evaluating the Company’s performance, among other things. These measures are widely used by commercial banks, investment bankers, rating agencies and investors in evaluating performance relative to peers and pre-set performance standards. Adjusted EBITDA is also a financial measurement that, with certain negotiated adjustments, is utilized within Atlas Energy Resources’ financial covenants under its credit facility. Adjusted EBITDA, discretionary cash flow and net cash flow are not measures of financial performance under GAAP and, accordingly, should not be considered as a substitute for net income, operating income, or cash flows from operating activities in accordance with GAAP. |
| |
| (4) | | Excludes non-cash amortization of deferred financing costs. |
| |
| (5) | | Excludes the impact of cash distributions paid by Atlas Energy Resources, LLC to its non-controlling interests for periods prior to the Merger on September 29, 2009. |
| |
| (6) | | Represents the non-controlling interests in the net income (loss) of Atlas Energy Resources, LLC prior to the Merger on September 29, 2009. |
14
ATLAS ENERGY, INC.
Financial Information
(unaudited; in thousands, except per share data)
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Nine Months Ended | |
| | | September 30, | | | September 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Reconciliation of net income (loss) to non-GAAP measure(1): | | | | | | | | | | | | | | | | |
| Net income (loss) attributable to common shareholders | | $ | (714 | ) | | $ | 24,103 | | | $ | 13,297 | | | $ | 22,754 | |
| Atlas Pipeline and Atlas Pipeline Holdings loss (income) attributable to common shareholders, net of attributable income tax provision (benefit) | | | 2,614 | | | | (25,865 | ) | | | (6,233 | ) | | | 1,326 | |
| Non-recurring Merger costs | | | 6,108 | | | | — | | | | 6,752 | | | | — | |
| Adjustments to reflect the cash impact of derivatives | | | 353 | | | | 2,561 | | | | 30,976 | | | | 10,509 | |
| Non-cash net loss on sale of assets | | | 1,444 | | | | — | | | | 5,694 | | | | — | |
| Non-cash compensation expense | | | 1,034 | | | | 2,706 | | | | 6,055 | | | | 8,121 | |
| Adjustment to non-controlling interests for the above items | | | (4,295 | ) | | | (2,028 | ) | | | (24,192 | ) | | | (7,442 | ) |
| Tax effect of the above items | | | (2,786 | ) | | | 8,387 | | | | (7,312 | ) | | | (4,529 | ) |
| | | | | | | | | | | | | |
Adjusted net income | | $ | 3,758 | | | $ | 9,864 | | | $ | 25,037 | | | $ | 30,739 | |
| | | | | | | | | | | | | |
Adjusted net income per common share: | | | | | | | | | | | | | | | | |
| Basic | | $ | 0.09 | | | $ | 0.25 | | | $ | 0.63 | | | $ | 0.76 | |
| Diluted | | $ | 0.09 | | | $ | 0.23 | | | $ | 0.63 | | | $ | 0.73 | |
Weighted average common shares outstanding: | | | | | | | | | | | | | | | | |
| Basic | | | 39,780 | | | | 40,093 | | | | 39,460 | | | | 40,251 | |
| Diluted | | | 40,706 | | | | 41,994 | | | | 40,051 | | | | 42,121 | |
| | | | | | | | | | | | | | | | | |
Pro forma adjusted net income per share(2): | | | | | | | | | | | | | | | | |
Adjusted net income | | $ | 3,758 | | | $ | 9,864 | | | $ | 25,037 | | | $ | 30,739 | |
| Adjustment to remove non-controlling interests for Atlas Energy Resources | | | 6,646 | | | | 22,389 | | | | 42,259 | | | | 51,747 | |
| Tax effect of the above item | | | (2,393 | ) | | | (8,198 | ) | | | (16,219 | ) | | | (18,940 | ) |
| | | | | | | | | | | | | |
Pro forma adjusted net income | | $ | 8,011 | | | $ | 24,055 | | | $ | 51,077 | | | $ | 63,546 | |
| | | | | | | | | | | | | |
Pro forma adjusted net income per common share: | | | | | | | | | | | | | | | | |
| Basic | | $ | 0.10 | | | $ | 0.30 | | | $ | 0.65 | | | $ | 0.80 | |
| Diluted | | $ | 0.10 | | | $ | 0.30 | | | $ | 0.65 | | | $ | 0.78 | |
Pro forma weighted average common shares outstanding(3): | | | | | | | | | | | | | | | | |
| Basic | | | 78,136 | | | | 78,869 | | | | 78,095 | | | | 79,027 | |
| Diluted | | | 79,144 | | | | 81,307 | | | | 78,714 | | | | 81,451 | |
| | |
| (1) | | Adjusted net income is a non-GAAP financial measure under the rules of the Securities and Exchange Commission. Management of the Company believes that the above financial measure provides additional information with respect to the Company’s ability to meet its capital expense and working capital requirements. Adjusted net income is not a measure of financial performance under GAAP and, accordingly, should not be considered as a substitute for revenues, net income or cash flows from operating activities prepared in accordance with GAAP. |
| |
| (2) | | Adjusted to reflect the Merger on September 29, 2009, through which the Company issued 38.8 million shares of its common stock in exchange for the 33.4 million Class B common units of ATN not previously held by the Company. The Merger effectively removes the non-controlling interests in the net income of Atlas Energy Resources, LLC upon the completion of the transaction. |
| |
| (3) | | Consists of the historical basic and diluted weighted average shares of the Company for the respective period, adjusted for the 38.8 million shares of the Company’s common stock issued in connection with the Merger (see Note 2). |
15
ATLAS ENERGY, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
Three Months Ended September 30, 2009
| | | | | | | | | | | | | | | | | |
| | | | | | | Atlas | | | | | | | |
| | | | | | | Pipeline | | | | | | | |
| | | | | | | and Atlas | | | | | | | |
| | | Atlas | | | Pipeline | | | | | | | |
| | | Energy | | | Holdings | | | Eliminations | | | Consolidated | |
Revenue: | | | | | | | | | | | | | | | | |
| Well construction and completion | | $ | 81,496 | | | $ | — | | | $ | — | | | $ | 81,496 | |
| Gas and oil production | | | 65,986 | | | | — | | | | — | | | | 65,986 | |
| Transmission, gathering and processing | | | 6,098 | | | | 199,505 | | | | — | | | | 205,603 | |
| Administration and oversight | | | 3,149 | | | | — | | | | — | | | | 3,149 | |
| Well services | | | 5,012 | | | | — | | | | — | | | | 5,012 | |
| Gain (loss) on asset sales | | | (1,444 | ) | | | 1,499 | | | | — | | | | 55 | |
| Gain on mark-to-market derivatives | | | — | | | | 1,032 | | | | — | | | | 1,032 | |
| Other income, net | | | 424 | | | | 4,427 | | | | — | | | | 4,851 | |
| | | | | | | | | | | | | |
| Total revenue | | | 160,721 | | | | 206,463 | | | | — | | | | 367,184 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
| Well construction and completion | | | 69,138 | | | | — | | | | — | | | | 69,138 | |
| Gas and oil production | | | 12,128 | | | | — | | | | — | | | | 12,128 | |
| Transmission, gathering and processing | | | 7,972 | | | | 159,890 | | | | — | | | | 167,862 | |
| Well services | | | 2,378 | | | | — | | | | — | | | | 2,378 | |
| General and administrative | | | 22,532 | | | | 9,534 | | | | — | | | | 32,066 | |
| Depreciation, depletion and amortization | | | 24,563 | | | | 21,897 | | | | — | | | | 46,460 | |
| | | | | | | | | | | | | |
| Total costs and expenses | | | 138,711 | | | | 191,321 | | | | — | | | | 330,032 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Operating income | | | 22,010 | | | | 15,142 | | | | — | | | | 37,152 | |
| | | | | | | | | | | | | | | | | |
Interest expense | | | (18,475 | ) | | | (29,279 | ) | | | — | | | | (47,754 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations before income tax provision (benefit) | | | 3,535 | | | | (14,137 | ) | | | — | | | | (10,602 | ) |
| Provision (benefit) for income taxes | | | (716 | ) | | | — | | | | — | | | | (716 | ) |
| | | | | | | | | | | | | |
| Net income (loss) from continuing operations | | | 4,251 | | | | (14,137 | ) | | | — | | | | (9,886 | ) |
| Discontinued operations | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | |
Net income (loss) | | | 4,251 | | | | (14,137 | ) | | | — | | | | (9,886 | ) |
| Income attributable to non-controlling interests — E&P Operations | | | (2,351 | ) | | | — | | | | — | | | | (2,351 | ) |
| (Income) loss attributable to non-controlling interests — Atlas Pipeline and Atlas Pipeline Holdings | | | — | | | | (953 | ) | | | 12,476 | | | | 11,523 | |
| | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | $ | 1,900 | | | $ | (15,090 | ) | | $ | 12,476 | | | $ | (714 | ) |
| | | | | | | | | | | | | |
16
ATLAS ENERGY, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
Three Months Ended September 30, 2008
| | | | | | | | | | | | | | | | | |
| | | | | | | Atlas | | | | | | | |
| | | | | | | Pipeline | | | | | | | |
| | | | | | | and Atlas | | | | | | | |
| | | Atlas | | | Pipeline | | | | | | | |
| | | Energy | | | Holdings | | | Eliminations | | | Consolidated | |
Revenue: | | | | | | | | | | | | | | | | |
| Well construction and completion | | $ | 116,987 | | | $ | — | | | $ | — | | | $ | 116,987 | |
| Gas and oil production | | | 81,235 | | | | — | | | | — | | | | 81,235 | |
| Transmission, gathering and processing | | | 4,886 | | | | 418,077 | | | | (12,021 | ) | | | 410,942 | |
| Administration and oversight | | | 5,216 | | | | — | | | | — | | | | 5,216 | |
| Well services | | | 5,299 | | | | — | | | | — | | | | 5,299 | |
| Gain on mark-to-market derivatives | | | — | | | | 147,505 | | | | — | | | | 147,505 | |
| Other income, net | | | 737 | | | | 3,081 | | | | — | | | | 3,818 | |
| | | | | | | | | | | | | |
| Total revenue | | | 214,360 | | | | 568,663 | | | | (12,021 | ) | | | 771,002 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
| Well construction and completion | | | 101,727 | | | | — | | | | — | | | | 101,727 | |
| Gas and oil production | | | 16,315 | | | | — | | | | (3,627 | ) | | | 12,688 | |
| Transmission, gathering and processing | | | 8,531 | | | | 333,851 | | | | (8,394 | ) | | | 333,988 | |
| Well services | | | 2,753 | | | | — | | | | — | | | | 2,753 | |
| General and administrative | | | 14,435 | | | | (1,788 | ) | | | — | | | | 12,647 | |
| Depreciation, depletion and amortization | | | 23,584 | | | | 20,741 | | | | — | | | | 44,325 | |
| | | | | | | | | | | | | |
| Total costs and expenses | | | 167,345 | | | | 352,804 | | | | (12,021 | ) | | | 508,128 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Operating income | | | 47,015 | | | | 215,859 | | | | — | | | | 262,874 | |
| | | | | | | | | | | | | | | | | |
Interest expense | | | (14,769 | ) | | | (22,562 | ) | | | — | | | | (37,331 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Income from continuing operations before income tax provision | | | 32,246 | | | | 193,297 | | | | — | | | | 225,543 | |
| Provision for income taxes | | | 13,647 | | | | — | | | | — | | | | 13,647 | |
| | | | | | | | | | | | | |
| Net income from continuing operations | | | 18,599 | | | | 193,297 | | | | — | | | | 211,896 | |
| Discontinued operations | | | — | | | | 6,261 | | | | — | | | | 6,261 | |
| | | | | | | | | | | | | |
Net income | | | 18,599 | | | | 199,558 | | | | — | | | | 218,157 | |
| Income attributable to non-controlling interests — E&P Operations | | | (20,361 | ) | | | — | | | | — | | | | (20,361 | ) |
| Income attributable to non-controlling interests — Atlas Pipeline and Atlas Pipeline Holdings | | | — | | | | (2,591 | ) | | | (171,102 | ) | | | (173,693 | ) |
| | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | $ | (1,762 | ) | | $ | 196,967 | | | $ | (171,102 | ) | | $ | 24,103 | |
| | | | | | | | | | | | | |
17
ATLAS ENERGY, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
Nine Months Ended September 30, 2009
| | | | | | | | | | | | | | | | | |
| | | | | | | Atlas | | | | | | | |
| | | | | | | Pipeline | | | | | | | |
| | | | | | | and Atlas | | | | | | | |
| | | Atlas | | | Pipeline | | | | | | | |
| | | Energy | | | Holdings | | | Eliminations | | | Consolidated | |
Revenue: | | | | | | | | | | | | | | | | |
| Well construction and completion | | $ | 257,231 | | | $ | — | | | $ | — | | | $ | 257,231 | |
| Gas and oil production | | | 207,908 | | | | — | | | | — | | | | 207,908 | |
| Transmission, gathering and processing | | | 16,210 | | | | 555,929 | | | | (16,766 | ) | | | 555,373 | |
| Administration and oversight | | | 9,644 | | | | — | | | | — | | | | 9,644 | |
| Well services | | | 14,911 | | | | — | | | | — | | | | 14,911 | |
| Gain (loss) on asset sales | | | (5,694 | ) | | | 111,440 | | | | — | | | | 105,746 | |
| Loss on mark-to-market derivatives | | | — | | | | (17,245 | ) | | | — | | | | (17,245 | ) |
| Other income (loss), net | | | (995 | ) | | | 12,691 | | | | — | | | | 11,696 | |
| | | | | | | | | | | | | |
| Total revenue | | | 499,215 | | | | 662,815 | | | | (16,766 | ) | | | 1,145,264 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
| Well construction and completion | | | 218,236 | | | | — | | | | — | | | | 218,236 | |
| Gas and oil production | | | 39,421 | | | | — | | | | (6,204 | ) | | | 33,217 | |
| Transmission, gathering and processing | | | 22,930 | | | | 458,384 | | | | (10,562 | ) | | | 470,752 | |
| Well services | | | 6,922 | | | | — | | | | — | | | | 6,922 | |
| General and administrative | | | 54,631 | | | | 26,988 | | | | — | | | | 81,619 | |
| Depreciation, depletion and amortization | | | 79,863 | | | | 67,564 | | | | — | | | | 147,427 | |
| | | | | | | | | | | | | |
| Total costs and expenses | | | 422,003 | | | | 552,936 | | | | (16,766 | ) | | | 958,173 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Operating income | | | 77,212 | | | | 109,879 | | | | — | | | | 187,091 | |
| | | | | | | | | | | | | | | | | |
Interest expense | | | (46,526 | ) | | | (77,796 | ) | | | — | | | | (124,322 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Income from continuing operations before income tax provision | | | 30,686 | | | | 32,083 | | | | — | | | | 62,769 | |
| Provision for income taxes | | | 5,555 | | | | — | | | | — | | | | 5,555 | |
| | | | | | | | | | | | | |
| Net income from continuing operations | | | 25,131 | | | | 32,083 | | | | — | | | | 57,214 | |
| Discontinued operations | | | — | | | | 59,769 | | | | — | | | | 59,769 | |
| | | | | | | | | | | | | |
Net income | | | 25,131 | | | | 91,852 | | | | — | | | | 116,983 | |
| Income attributable to non-controlling interests — E&P Operations | | | (18,067 | ) | | | — | | | | — | | | | (18,067 | ) |
| Income attributable to non-controlling interests — Atlas Pipeline and Atlas Pipeline Holdings | | | — | | | | (2,075 | ) | | | (83,544 | ) | | | (85,619 | ) |
| | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | $ | 7,064 | | | $ | 89,777 | | | $ | (83,544 | ) | | $ | 13,297 | |
| | | | | | | | | | | | | |
18
ATLAS ENERGY, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
Nine Months Ended September 30, 2008
| | | | | | | | | | | | | | | | | |
| | | | | | | Atlas Pipeline | | | | | | | |
| | | | | | | and Atlas | | | | | | | |
| | | Atlas | | | Pipeline | | | | | | | |
| | | Energy | | | Holdings | | | Eliminations | | | Consolidated | |
Revenue: | | | | | | | | | | | | | | | | |
| Well construction and completion | | $ | 343,466 | | | $ | — | | | $ | — | | | $ | 343,466 | |
| Gas and oil production | | | 236,417 | | | | — | | | | — | | | | 236,417 | |
| Transmission, gathering and processing | | | 15,151 | | | | 1,235,976 | | | | (32,768 | ) | | | 1,218,359 | |
| Administration and oversight | | | 15,370 | | | | — | | | | — | | | | 15,370 | |
| Well services | | | 15,363 | | | | — | | | | — | | | | 15,363 | |
| Gain on asset sales | | | — | | | | — | | | | — | | | | — | |
| Loss on mark-to-market derivatives | | | — | | | | (257,344 | ) | | | — | | | | (257,344 | ) |
| Other income, net | | | 1,622 | | | | 10,220 | | | | — | | | | 11,842 | |
| | | | | | | | | | | | | |
| Total revenue | | | 627,389 | | | | 988,852 | | | | (32,768 | ) | | | 1,583,473 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
| Well construction and completion | | | 298,666 | | | | — | | | | — | | | | 298,666 | |
| Gas and oil production | | | 44,601 | | | | — | | | | (8,866 | ) | | | 35,735 | |
| Transmission, gathering and processing | | | 24,293 | | | | 992,113 | | | | (23,902 | ) | | | 992,504 | |
| Well services | | | 7,815 | | | | — | | | | — | | | | 7,815 | |
| General and administrative | | | 43,916 | | | | 14,676 | | | | — | | | | 58,592 | |
| Depreciation, depletion and amortization | | | 68,339 | | | | 61,200 | | | | — | | | | 129,539 | |
| | | | | | | | | | | | | |
| Total costs and expenses | | | 487,630 | | | | 1,067,989 | | | | (32,768 | ) | | | 1,522,851 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| |
Operating income (loss) | | | 139,759 | | | | (79,137 | ) | | | — | | | | 60,622 | |
| | | | | | | | | | | | | | | | | |
Interest expense | | | (42,580 | ) | | | (63,958 | ) | | | — | | | | (106,538 | ) |
| | | | | | | | | | | | | |
| Income (loss) from continuing operations before income tax provision (benefit) | | | 97,179 | | | | (143,095 | ) | | | — | | | | (45,916 | ) |
| Provision for income taxes | | | 12,288 | | | | — | | | | — | | | | 12,288 | |
| | | | | | | | | | | | | |
| Net income (loss) from continuing operations | | | 84,891 | | | | (143,095 | ) | | | — | | | | (58,204 | ) |
| Discontinued operations | | | — | | | | 20,181 | | | | — | | | | 20,181 | |
| | | | | | | | | | | | | |
Net income (loss) | | | 84,891 | | | | (122,914 | ) | | | — | | | | (38,023 | ) |
| Income attributable to non-controlling interests — E&P Operations | | | (60,811 | ) | | | — | | | | — | | | | (60,811 | ) |
| (Income) loss attributable to non-controlling interests — Atlas Pipeline and Atlas Pipeline Holdings | | | — | | | | (7,793 | ) | | | 129,381 | | | | 121,588 | |
| | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | $ | 24,080 | | | $ | (130,707 | ) | | $ | 129,381 | | | $ | 22,754 | |
| | | | | | | | | | | | | |
19
ATLAS ENERGY, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited; in thousands, except per share data)
September 30, 2009
| | | | | | | | | | | | | | | | | |
| | | | | | | Atlas Pipeline | | | | | | | |
| | | | | | | and Atlas | | | | | | | |
| | | Atlas | | | Pipeline | | | | | | | |
| | | Energy | | | Holdings | | | Eliminations | | | Consolidated | |
ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 30,105 | | | $ | 5,588 | | | $ | — | | | $ | 35,693 | |
| Accounts receivable | | | 95,285 | | | | 70,267 | | | | (19,658 | ) | | | 145,894 | |
| Current portion of derivative asset | | | 84,446 | | | | 4,514 | | | | — | | | | 88,960 | |
| Prepaid expenses and other | | | 13,466 | | | | 15,315 | | | | — | | | | 28,781 | |
| Current assets of discontinued operations | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | |
| Total current assets | | | 223,302 | | | | 95,684 | | | | (19,658 | ) | | | 299,328 | |
| | | | | | | | | | | | | | | | | |
Property, plant and equipment, net | | | 2,010,163 | | | | 1,698,226 | | | | — | | | | 3,708,389 | |
Goodwill and intangible assets, net | | | 38,225 | | | | 174,480 | | | | — | | | | 212,705 | |
Long-term derivative asset | | | 40,425 | | | | 1,980 | | | | — | | | | 42,405 | |
Investment in joint venture | | | — | | | | 133,740 | | | | — | | | | 133,740 | |
Investment in subsidiaries | | | 114,156 | | | | — | | | | (114,156 | ) | | | — | |
Other assets, net | | | 40,147 | | | | 35,012 | | | | — | | | | 75,159 | |
Long-term assets of discontinued operations | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | |
| | | $ | 2,466,418 | | | $ | 2,139,122 | | | $ | (133,814 | ) | | $ | 4,471,726 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
| Current portion of long-term debt | | $ | — | | | $ | 31,658 | | | $ | (19,658 | ) | | $ | 12,000 | |
| Accounts payable | | | 86,223 | | | | 19,706 | | | | — | | | | 105,929 | |
| Liabilities associated with drilling contracts | | | 16,590 | | | | — | | | | — | | | | 16,590 | |
| Accrued producer liabilities | | | — | | | | 45,539 | | | | — | | | | 45,539 | |
| Current portion of derivative liability | | | 5,106 | | | | 41,464 | | | | — | | | | 46,570 | |
| Accrued and other current liabilities | | | 157,236 | | | | 31,547 | | | | — | | | | 188,783 | |
| Current liabilities of discontinued operations | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | |
| Total current liabilities | | | 265,155 | | | | 169,914 | | | | (19,658 | ) | | | 415,411 | |
| |
Long-term debt, less current portion | | | 872,455 | | | | 1,243,050 | | | | — | | | | 2,115,505 | |
Deferred tax liability | | | 51,158 | | | | — | | | | — | | | | 51,158 | |
Long-term derivative liability | | | 24,591 | | | | 9,256 | | | | — | | | | 33,847 | |
Other long-term liabilities | | | 71,514 | | | | 448 | | | | — | | | | 71,962 | |
| | | | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | |
| Stockholders’ equity | | | 1,131,025 | | | | (1,893 | ) | | | 1,893 | | | | 1,131,025 | |
| Accumulated other comprehensive income | | | 50,351 | | | | (8,427 | ) | | | 8,427 | | | | 50,351 | |
| | | | | | | | | | | | | |
| | | | 1,181,376 | | | | (10,320 | ) | | | 10,320 | | | | 1,181,376 | |
| Non-controlling interests | | | 169 | | | | 726,774 | | | | (124,476 | ) | | | 602,467 | |
| | | | | | | | | | | | | |
| Total stockholders’ equity | | | 1,181,545 | | | | 716,454 | | | | (114,156 | ) | | | 1,783,843 | |
| | | | | | | | | | | | | |
| | | $ | 2,466,418 | | | $ | 2,139,122 | | | $ | (133,814 | ) | | $ | 4,471,726 | |
| | | | | | | | | | | | | |
20
ATLAS ENERGY, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited; in thousands, except per share data)
December 31, 2008
| | | | | | | | | | | | | | | | | |
| | | | | | | Atlas Pipeline | | | | | | | |
| | | | | | | and Atlas | | | | | | | |
| | | Atlas | | | Pipeline | | | | | | | |
| | | Energy | | | Holdings | | | Eliminations | | | Consolidated | |
ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 97,211 | | | $ | 7,285 | | | $ | — | | | $ | 104,496 | |
| Accounts receivable | | | 93,101 | | | | 79,326 | | | | — | | | | 172,427 | |
| Current portion of derivative asset | | | 107,765 | | | | 44,961 | | | | — | | | | 152,726 | |
| Prepaid expenses and other | | | 46,681 | | | | 10,998 | | | | — | | | | 57,679 | |
| Current assets of discontinued operations | | | — | | | | 13,441 | | | | — | | | | 13,441 | |
| | | | | | | | | | | | | |
| Total current assets | | | 344,758 | | | | 156,011 | | | | — | | | | 500,769 | |
| | | | | | | | | | | | | | | | | |
Property, plant and equipment, net | | | 1,963,804 | | | | 1,781,011 | | | | — | | | | 3,744,815 | |
Goodwill and intangible assets, net | | | 39,004 | | | | 193,647 | | | | — | | | | 232,651 | |
Long-term derivative asset | | | 69,451 | | | | — | | | | — | | | | 69,451 | |
Investment in joint venture | | | — | | | | — | | | | — | | | | — | |
Investment in subsidiaries | | | 228,089 | | | | — | | | | (228,089 | ) | | | — | |
Other assets, net | | | 30,845 | | | | 25,185 | | | | — | | | | 56,030 | |
Long-term assets of discontinued operations | | | — | | | | 242,165 | | | | — | | | | 242,165 | |
| | | | | | | | | | | | | |
| | | $ | 2,675,951 | | | $ | 2,398,019 | | | $ | (228,089 | ) | | $ | 4,845,881 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
| Current portion of long-term debt | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Accounts payable | | | 74,154 | | | | 66,571 | | | | — | | | | 140,725 | |
| Liabilities associated with drilling contracts | | | 96,883 | | | | — | | | | — | | | | 96,883 | |
| Accrued producer liabilities | | | — | | | | 66,846 | | | | — | | | | 66,846 | |
| Current portion of derivative liability | | | 12,829 | | | | 60,947 | | | | — | | | | 73,776 | |
| Accrued and other current liabilities | | | 122,563 | | | | 15,861 | | | | — | | | | 138,424 | |
| Current liabilities of discontinued operations | | | — | | | | 10,572 | | | | — | | | | 10,572 | |
| | | | | | | | | | | | | |
| Total current liabilities | | | 306,429 | | | | 220,797 | | | | — | | | | 527,226 | |
| | | | | | | | | | | | | | | | | |
Long-term debt, less current portion | | | 873,655 | | | | 1,539,427 | | | | — | | | | 2,413,082 | |
Deferred tax liability | | | 242,058 | | | | — | | | | — | | | | 242,058 | |
Long-term derivative liability | | | 10,771 | | | | 48,332 | | | | — | | | | 59,103 | |
Other long-term liabilities | | | 74,270 | | | | 574 | | | | — | | | | 74,844 | |
| | | | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | |
| Stockholders’ equity | | | 390,372 | | | | (5,463 | ) | | | 5,463 | | | | 390,372 | |
| Accumulated other comprehensive income | | | 21,143 | | | | (15,788 | ) | | | 15,788 | | | | 21,143 | |
| | | | | | | | | | | | | |
| | | | 411,515 | | | | (21,251 | ) | | | 21,251 | | | | 411,515 | |
| Non-controlling interests | | | 757,253 | | | | 610,140 | | | | (249,340 | ) | | | 1,118,053 | |
| | | | | | | | | | | | | |
| Total stockholders’ equity | | | 1,168,768 | | | | 588,889 | | | | (228,089 | ) | | | 1,529,568 | |
| | | | | | | | | | | | | |
| | | $ | 2,675,951 | | | $ | 2,398,019 | | | $ | (228,089 | ) | | $ | 4,845,881 | |
| | | | | | | | | | | | | |
21
ATLAS ENERGY RESOURCES, LLC
STAND-ALONE STATEMENTS OF OPERATIONS DATA
(unaudited; in thousands, except per unit data)
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Nine Months Ended | |
| | | September 30, | | | September 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Revenues: | | | | | | | | | | | | | | | | |
| Well construction and completion | | $ | 81,496 | | | $ | 116,987 | | | $ | 257,231 | | | $ | 343,466 | |
| Gas and oil production | | | 65,986 | | | | 81,234 | | | | 207,908 | | | | 236,417 | |
| Administration and oversight | | | 3,150 | | | | 5,216 | | | | 9,644 | | | | 15,370 | |
| Well services | | | 5,012 | | | | 5,298 | | | | 14,911 | | | | 15,362 | |
| Gathering | | | 6,098 | | | | 4,886 | | | | 16,210 | | | | 15,151 | |
| Other income, net | | | 201 | | | | 325 | | | | 280 | | | | 844 | |
| | | | | | | | | | | | | |
| Total revenues | | | 161,943 | | | | 213,946 | | | | 506,184 | | | | 626,610 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
| Well construction and completion | | | 69,138 | | | | 101,727 | | | | 218,236 | | | | 298,666 | |
| Gas and oil production | | | 12,127 | | | | 16,315 | | | | 39,421 | | | | 44,601 | |
| Well services | | | 2,378 | | | | 2,753 | | | | 6,922 | | | | 7,815 | |
| Gathering | | | 7,973 | | | | 4,625 | | | | 18,951 | | | | 14,358 | |
| General and administrative | | | 20,573 | | | | 11,952 | | | | 47,390 | | | | 36,030 | |
| Depreciation, depletion and amortization | | | 24,563 | | | | 23,586 | | | | 79,866 | | | | 68,344 | |
| Loss on asset sale | | | 1,444 | | | | — | | | | 5,694 | | | | — | |
| | | | | | | | | | | | | |
| Total costs and expenses | | | 138,196 | | | | 160,958 | | | | 416,480 | | | | 469,814 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Operating income | | | 23,747 | | | | 52,988 | | | | 89,704 | | | | 156,796 | |
| | | | | | | | | | | | | | | | | |
Interest expense | | | (19,162 | ) | | | (14,798 | ) | | | (47,270 | ) | | | (42,666 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Net income | | | 4,585 | | | | 38,190 | | | | 42,434 | | | | 114,130 | |
| Income attributable to non-controlling interests | | | (14 | ) | | | (10 | ) | | | (44 | ) | | | (48 | ) |
| | | | | | | | | | | | | |
Net income attributable to owner’s/members’ interests | | $ | 4,571 | | | $ | 38,180 | | | $ | 42,390 | | | $ | 114,082 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Allocation of net income attributable to owner’s/members’ interests: | | | | | | | | | | | | | | | | |
| Portion allocable to members’ interests (period prior to merger on September 29, 2009) | | $ | 4,521 | | | $ | 38,180 | | | $ | 42,340 | | | $ | 114,082 | |
| Portion allocable to owner’s interest (period subsequent to merger on September 29, 2009) | | | 50 | | | | — | | | | 50 | | | | — | |
| | | | | | | | | | | | | |
| | | $ | 4,571 | | | $ | 38,180 | | | $ | 42,390 | | | $ | 114,082 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Allocation of net income (loss) attributable to members’ interests: | | | | | | | | | | | | | | | | |
| Class A member’s units | | $ | 90 | | | $ | 2,417 | | | $ | (7,109 | ) | | $ | 6,836 | |
| Class B members’ units | | | 4,431 | | | | 35,763 | | | | 49,449 | | | | 107,246 | |
| | | | | | | | | | | | | |
| Net income attributable to members’ interests | | $ | 4,521 | | | $ | 38,180 | | | $ | 42,340 | | | $ | 114,082 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Net income attributable to Class B members per unit: | | | | | | | | | | | | | | | | |
| Basic | | $ | 0.07 | | | $ | 0.56 | | | $ | 0.77 | | | $ | 1.71 | |
| | | | | | | | | | | | | |
| Diluted | | $ | 0.07 | | | $ | 0.55 | | | $ | 0.77 | | | $ | 1.70 | |
| | | | | | | | | | | | | |
Weighted average Class B members’ units outstanding: | | | | | | | | | | | | | | | | |
| Basic | | | 63,381 | | | | 63,381 | | | | 63,381 | | | | 62,083 | |
| | | | | | | | | | | | | |
| Diluted | | | 63,452 | | | | 63,844 | | | | 63,405 | | | | 62,561 | |
| | | | | | | | | | | | | |
22
ATLAS ENERGY RESOURCES, LLC
STAND-ALONE CONDENSED BALANCE SHEET DATA
(unaudited; in thousands)
| | | | | | | | | |
| | | September 30, | | | December 31, | |
| | | 2009 | | | 2008 | |
ASSETS | | | | | | | | |
| Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 2,447 | | | $ | 5,655 | |
| Accounts receivable | | | 73,161 | | | | 69,411 | |
| Current portion of derivative receivable from Partnerships | | | 345 | | | | 3,022 | |
| Current portion of derivative asset | | | 84,446 | | | | 107,766 | |
| Prepaid expenses and other | | | 12,698 | | | | 14,714 | |
| | | | | | | |
| Total current assets | | | 173,097 | | | | 200,568 | |
| | | | | | | | | |
| Property, plant and equipment, net | | | 2,010,163 | | | | 1,963,891 | |
| Other assets, net | | | 26,840 | | | | 18,403 | |
| Long-term derivative asset | | | 40,425 | | | | 69,451 | |
| Intangible assets, net | | | 3,059 | | | | 3,838 | |
| Goodwill, net | | | 35,166 | | | | 35,166 | |
| | | | | | | |
| | | $ | 2,288,750 | | | $ | 2,291,317 | |
| | | | | | | |
| | | | | | | | | |
LIABILITIES AND OWNER’S/MEMBERS’ EQUITY | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 86,442 | | | $ | 74,262 | |
| Accrued interest | | | 12,654 | | | | 19,878 | |
| Accrued liabilities | | | 15,889 | | | | 5,872 | |
| Liabilities associated with drilling contracts | | | 16,590 | | | | 96,883 | |
| Accrued well drilling and completion costs | | | 68,055 | | | | 43,946 | |
| Current portion of derivative payable to Partnerships | | | 23,173 | | | | 34,932 | |
| Current portion of derivative liability | | | 5,105 | | | | 12,829 | |
| | | | | | | |
| Total current liabilities | | | 227,908 | | | | 288,602 | |
| | | | | | | | | |
| Long-term debt | | | 872,455 | | | | 873,655 | |
| Other long-term liabilities | | | — | | | | 6,337 | |
| Long-term derivative payable to Partnerships | | | 17,021 | | | | 22,581 | |
| Advances from affiliates | | | — | | | | 1,712 | |
| Long-term derivative liability | | | 24,591 | | | | 10,771 | |
| Asset retirement obligations | | | 50,907 | | | | 48,136 | |
| | | | | | | | | |
| Commitments and contingencies | | | | | | | | |
| |
| Owner’s/members’ equity: | | | | | | | | |
| Class B members’ interests | | | — | | | | 932,804 | |
| Class A member’s interest | | | — | | | | 6,257 | |
| Owner’s equity | | | 1,006,227 | | | | — | |
| Accumulated other comprehensive income | | | 89,472 | | | | 100,275 | |
| | | | | | | |
| | | | 1,095,699 | | | | 1,039,336 | |
| Non-controlling interest | | | 169 | | | | 187 | |
| | | | | | | |
| Total owner’s/members’ equity | | | 1,095,868 | | | | 1,039,523 | |
| | | | | | | |
| | | $ | 2,288,750 | | | $ | 2,291,317 | |
| | | | | | | |
23
ATLAS ENERGY, INC.
Ownership Interests Summary
| | | | | | | | | |
| | | | | | | Overall | |
| | | | | | | Ownership | |
| | | | | | | Interest | |
| Atlas Energy Ownership Interests as of September 30, 2009: | | Amount | | | Percentage | |
ATLAS PIPELINE HOLDINGS(1): | | | | | | | | |
| General partner interest | | | 100 | % | | | N/A | |
| Common units | | | 17,808,109 | | | | 64.4 | % |
| | | | | | | | |
| Total | | | | | | | 64.4 | % |
| | | | | | | | |
ATLAS PIPELINE: | | | | | | | | |
| Atlas Energy directly-owned common units | | | 1,112,000 | | | | 2.2 | % |
| |
LIGHTFOOT CAPITAL PARTNERS, GP LLC: | | | | | | | | |
| Approximate ownership interest | | | | | | | 18.0 | % |
| | |
| (1) | | Atlas Pipeline Holdings directly owns the following ownership interests in Atlas Pipeline Partners: |
| | | | | | | | | |
| General partner interest | | | 100 | % | | | 2.0 | % |
| Common units | | | 5,754,253 | | | | 11.2 | % |
| Incentive distribution rights | | | 100 | % | | | N/A | |
| | | | | | | | |
| Total Atlas Pipeline Holdings direct ownership interests in Atlas Pipeline | | | | | | | 13.2 | % |
| | | | | | | | |
24
