ARKHAN 8-K Entry into a Material Definitive Agreement

Exhibit 99.1

PRO FORMA FINANCIAL DATA

The following unaudited pro forma financial data reflects Atlas America, Inc.’s (the “Company”) historical results as adjusted on a pro forma basis to give effect to Atlas Pipeline Partner, L.P.’s (“Atlas Pipeline”) May 2009 disposition of its NOARK gas gathering and interstate pipeline system (“NOARK”), its June 2009 disposition of the Appalachia gas gathering system (“Appalachia system”) and the associated repayments of debt from the net proceeds of the dispositions. The estimated adjustments to give effect to Atlas Pipeline’s dispositions of NOARK and the Appalachia system and the associated repayments of debt from the net proceeds of the dispositions are described in the notes to the unaudited pro forma financial data.

The unaudited pro forma condensed consolidated balance sheet information reflects Atlas Pipeline’s dispositions of NOARK and the Appalachia system as if they occurred as of March 31, 2009, and the unaudited pro forma condensed consolidated statements of operations information for the three months ended March 31, 2009 and 2008 and the twelve months ended December 31, 2008, 2007 and 2006 reflect the transactions as if they occurred as of the beginning of the respective period.

The unaudited pro forma condensed consolidated balance sheet and the pro forma condensed consolidated statements of operations were derived by adjusting the Company’s historical consolidated financial statements. However, management believes that the adjustments provide a reasonable basis for presenting the significant effects of the transactions described above. The unaudited pro forma financial data presented are for informational purposes only and are based upon available information and assumptions that management believes are reasonable under the circumstances. You should not construe the unaudited pro forma financial data as indicative of the financial position or results of operations that the Company would have achieved had the transactions been consummated on the dates assumed. Moreover, they do not purport to represent the Company’s consolidated financial position or results of operations for any future date or period.

The unaudited pro forma condensed consolidated balance sheet and the pro forma condensed consolidated statements of operations include the Company’s historical consolidated financial statements, which have been adjusted to reflect the adoption of Statement of Financial Accounting Standards No. 160, “Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 amends ARB No. 51 to establish accounting and reporting standards for the non-controlling interest (minority interest) in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 also requires consolidated net income to be reported and disclosed on the face of the consolidated statement of operations at amounts that include the amounts attributable to both the parent and the non-controlling interest. The Company adopted the requirements of SFAS No. 160 on January 1, 2009.

ATLAS AMERICA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

MARCH 31, 2009

(in thousands)

	Historical			NOARK			NOARK Disposition Adjustments			Appalachia System			Appalachia System Disposition Adjustments			Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	87,401		$	(75	)	$	294,500	(a)	$	—		$	87,795	(d)	$	87,326
								(294,500	)(b)		—			(87,795	)(e)
Accounts receivable		147,158			(6,680	)		—			(158	)		—			140,320
Current portion of derivative asset		144,435			—			—			—			—			144,435
Prepaid expenses and other		27,729			(205	)		—			(6	)		—			27,518
Prepaid and deferred income taxes		20,038			—			—			—			—			20,038
Total current assets		426,761			(6,960	)		—			(164	)		—			419,637
PROPERTY, PLANT AND EQUIPMENT, NET		4,071,816			(240,940	)		—			(106,259	)		—			3,724,617
LONG-TERM DERIVATIVE ASSET		98,132			—			—			—			—			98,132
GOODWILL, NET		35,166			—			—			—			—			35,166
INTANGIBLES, NET		190,799			—			—			—			—			190,799
INVESTMENT IN JOINT VENTURE		—			—			—			—			78,818	(d)		78,818
OTHER ASSETS, NET		54,757			(23	)		(2,267	)(c)		—			(26	)(f)		52,441
	$	4,877,431		$	(247,923	)	$	(2,267	)	$	(106,423	)	$	78,792		$	4,599,610
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	154,274		$	(2,349	)	$	—		$	(2,065	)	$	—		$	149,860
Liabilities associated with drilling contracts		30,276			—			—			—			—			30,276
Accrued producer liabilities		39,618			(573	)		—			—			—			39,045
Current portion of derivative liability to Partnerships		39,864			—			—			—			—			39,864
Current portion of derivative liability		71,103			—			—			—			—			71,103
APL preferred unit redemption obligation		15,000			—			—			—			—			15,000
Accrued liabilities		123,290			(3,547	)		—			(45	)		—			119,698
Income taxes payable		—			—			6,000	(a)		—			6,800	(d)		12,800
Advances from affiliate		385			—			—			—			—			385
Total current liabilities		473,810			(6,469	)		6,000			(2,110	)		6,800			478,031
LONG-TERM DERIVATIVE LIABILITY TO PARTNERSHIPS		25,049			—			—			—			—			25,049
LONG-TERM DERIVATIVE LIABILITY		25,542			—			—			—			—			25,542
LONG-TERM DEBT		2,515,875			—			(294,500	)(b)		—			(87,795	)(e)		2,133,580
DEFERRED TAX LIABILITY		247,355			—			(3,457	)(a)		—			(3,820	)(d)		240,078
OTHER LONG-TERM LIABILITIES		50,265			—			—			—			—			50,265
STOCKHOLDERS’ EQUITY:
Common stock		426			—			—			—			—			426
Additional paid-in capital		413,815			—			—			—			—			413,815
Equity		—			(241,454	)		241,454	(a)		(104,313	)		104,313	(d)		—
Treasury stock, at cost		(143,403	)		—			—			—			—			(143,403	)
Accumulated other comprehensive income		44,591			—			—			—			—			44,591
Retained earnings		127,373			—			3,592	(a)		—			4,225	(d)		134,925
								(262	)(c)		—			(3	)(f)
		442,802			(241,454	)		244,784			(104,313	)		108,535			450,354
Non-controlling interests		1,096,733			—			46,911	(a)		—			55,095	(d)		1,196,711
								(2,005	)(c)		—			(23	)(f)
Total stockholders’ equity		1,539,535			(241,454	)		289,690			(104,313	)		163,607			1,647,065
	$	4,877,431		$	(247,923	)	$	(2,267	)	$	(106,423	)	$	78,792		$	4,599,610

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

ATLAS AMERICA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2009

(in thousands, except per share data)

	Historical			NOARK			NOARK Disposition Adjustments			Appalachia System			Appalachia System Disposition Adjustments			Pro Forma
REVENUE:
Well construction and completion	$	112,368		$	—		$	—		$	—		$	—		$	112,368
Gas and oil production		71,943			—			—			—			—			71,943
Transmission, gathering and processing		179,673			(16,005	)		—			(10,547	)		2,674	(k)		155,795
Administration and oversight		3,853			—			—			—			—			3,853
Well services		5,093			—			—			—			—			5,093
Gain on mark-to-market derivatives		316			—			—			—			—			316
Total revenue		373,246			(16,005	)		—			(10,547	)		2,674			349,368
COSTS AND EXPENSES:
Well construction and completion		95,397			—			—			—			—			95,397
Gas and oil production		11,286			—			—			—			—			11,286
Transmission, gathering and processing		157,277			(4,750	)		—			(3,307	)		—			149,220
Well services		2,424			—			—			—			—			2,424
General and administrative		27,755			(1,036	)		—			—			—			26,719
Net expense reimbursement - affiliate		482			—			—			—			—			482
Depreciation, depletion and amortization		52,707			(2,012	)		—			(1,782	)		—			48,913
Total costs and expenses		347,328			(7,798	)		—			(5,089	)		—			334,441
OPERATING INCOME		25,918			(8,207	)		—			(5,458	)		2,674			14,927
OTHER INCOME (EXPENSE):
Interest expense		(34,646	)		26			2,345	(g)		—			633	(l)		(33,935	)
								(2,267	)(h)		—			(26	)(m)
Other, net		4,880			—			—			—			—			4,880
Total other expense, net		(29,766	)		26			78			—			607			(29,055	)
(Loss) income before income taxes		(3,848	)		(8,181	)		78			(5,458	)		3,281			(14,128	)
Income tax benefit (expense)		(2,993	)		—			367	(i)		—			98	(n)		(2,528	)
Net (loss) income		(6,841	)		(8,181	)		445			(5,458	)		3,379			(16,656	)
Loss attributable to non-controlling interests		11,484			—			7,166	(j)		—			1,926	(o)		20,576
Net (loss) income attributable to common shareholders	$	4,643		$	(8,181	)	$	7,611		$	(5,458	)	$	5,305		$	3,920
Net income attributable to common shareholders per share:
Basic	$	0.12														$	0.10
Diluted	$	0.11														$	0.09
Weighted average common shares outstanding:
Basic		39,281															39,281
Diluted		42,278															42,278

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

ATLAS AMERICA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2008

(in thousands, except per share data)

	Historical			NOARK			NOARK Disposition Adjustments			Appalachia System			Appalachia System Disposition Adjustments			Pro Forma
REVENUE:
Well construction and completion	$	104,138		$	—		$	—		$	—		$	—		$	104,138
Gas and oil production		76,226			—			—			—			—			76,226
Transmission, gathering and processing		385,326			(16,371	)		—			(10,332	)		3,054	(k)		361,677
Administration and oversight		5,017			—			—			—			—			5,017
Well services		4,798			—			—			—			—			4,798
Loss on mark-to-market derivatives		(88,781	)		—			—			—			—			(88,781	)
Total revenue		486,724			(16,371	)		—			(10,332	)		3,054			463,075
COSTS AND EXPENSES:
Well construction and completion		90,555			—			—			—			—			90,555
Gas and oil production		10,668			—			—			—			—			10,668
Transmission, gathering and processing		295,532			(4,338	)		—			(2,757	)		—			288,437
Well services		2,412			—			—			—			—			2,412
General and administrative		21,008			(828	)		—			—			—			20,180
Net expense reimbursement - affiliate		250			—			—			—			—			250
Depreciation, depletion and amortization		43,652			(1,796	)		—			(1,343	)		—			40,513
Asset impairment		3,981			(3,981	)		—			—			—			—
Total costs and expenses		468,058			(10,943	)		—			(4,100	)		—			453,015
OPERATING INCOME		18,666			(5,428	)		—			(6,232	)		3,054			10,060
OTHER INCOME (EXPENSE):
Interest expense		(34,098	)		(370	)		4,776	(g)		—			1,306	(l)		(30,679	)
								(2,267	)(h)		—			(26	)(m)
Other, net		2,030			—			—			—			—			2,030
Total other expense, net		(32,068	)		(370	)		2,509			—			1,280			(28,649	)
(Loss) income before income taxes		(13,402	)		(5,798	)		2,509			(6,232	)		4,334			(18,589	)
Income tax benefit (expense)		(3,841	)		—			131	(i)		—			62	(n)		(3,648	)
Net (loss) income		(17,243	)		(5,798	)		2,640			(6,232	)		4,396			(22,237	)
Loss attributable to non-controlling interests		23,665			—			2,939	(j)		—			1,733	(o)		28,337
Net (loss) income attributable to common shareholders	$	6,422		$	(5,798	)	$	5,579		$	(6,232	)	$	6,129		$	6,100
Net income attributable to common shareholders per share:
Basic	$	0.16														$	0.15
Diluted	$	0.15														$	0.15
Weighted average common shares outstanding:
Basic		40,324															40,324
Diluted		42,067															42,067

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

ATLAS AMERICA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2008

(in thousands, except per unit data)

	Historical			NOARK			NOARK Disposition Adjustments			Appalachia System			Appalachia System Disposition Adjustments			Pro Forma
REVENUE:
Well construction and completion	$	415,036		$	—		$	—		$	—		$	—		$	415,036
Gas and oil production		311,850			—			—			—			—			311,850
Transmission, gathering and processing		1,446,650			(62,438	)		—			(47,747	)		13,210	(k)		1,349,675
Administration and oversight		19,362			—			—			—			—			19,362
Well services		20,482			—			—			—			—			20,482
Loss on mark-to-market derivatives		(63,480	)		—			—			—			—			(63,480	)
Total revenue		2,149,900			(62,438	)		—			(47,747	)		13,210			2,052,925
COSTS AND EXPENSES:
Well construction and completion		359,609			—			—			—			—			359,609
Gas and oil production		48,194			—			—			—			—			48,194
Transmission, gathering and processing		1,165,394			(11,904	)		—			(12,468	)		—			1,141,022
Well services		10,654			—			—			—			—			10,654
General and administrative		59,091			(4,469	)		—			—			—			54,622
Net expense reimbursement - affiliate		951			—			—			—			—			951
Depreciation, depletion and amortization		185,552			(7,176	)		—			(6,015	)		—			172,361
Goodwill and other asset impairment		698,508			(21,634	)		—			(2,304	)		—			674,570
Total costs and expenses		2,527,953			(45,183	)		—			(20,787	)		—			2,461,983
OPERATING (LOSS) INCOME		(378,053	)		(17,255	)		—			(26,960	)		13,210			(409,058	)
OTHER INCOME (EXPENSE):
Interest expense		(142,917	)		(778	)		16,259	(g)		—			4,314	(l)		(125,415	)
								(2,267	)(h)		—			(26	)(m)
Gain on early extinguishment of debt		19,867			—			—			—			—			19,867
Other, net		11,368			17			—			—			—			11,385
Total other expense, net		(111,682	)		(761	)		13,992			—			4,288			(94,163	)
(Loss) income before income taxes		(489,735	)		(18,016	)		13,992			(26,960	)		17,498			(503,221	)
Income tax benefit (expense)		4,146			—			183	(i)		—			416	(n)		4,745
Net (loss) income		(485,589	)		(18,016	)		14,175			(26,960	)		17,914			(498,476	)
Loss attributable to non-controlling interests		479,431			—			3,570	(j)		—			8,429	(o)		491,430
Net (loss) income attributable to common shareholders	$	(6,158	)	$	(18,016	)	$	17,745		$	(26,960	)	$	26,343		$	(7,046	)
Net loss attributable to common shareholders per share:
Basic	$	(0.15	)													$	(0.18	)
Diluted	$	(0.15	)													$	(0.18	)
Weighted average common shares outstanding:
Basic		39,999															39,999
Diluted		39,999															39,999

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

ATLAS AMERICA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2007

(in thousands, except per unit data)

	Historical			NOARK			NOARK Disposition Adjustments			Appalachia System			Appalachia System Disposition Adjustments			Pro Forma
REVENUE:
Well construction and completion	$	321,471		$	—		$	—		$	—		$	—		$	321,471
Gas and oil production		180,125			—			—			—			—			180,125
Transmission, gathering and processing		823,646			(56,576	)		—			(35,309	)		11,550	(k)		743,311
Administration and oversight		18,138			—			—			—			—			18,138
Well services		17,592			—			—			—			—			17,592
Loss on mark-to-market derivatives		(153,325	)		—			—			—			—			(153,325	)
Total revenue		1,207,647			(56,576	)		—			(35,309	)		11,550			1,127,312
COSTS AND EXPENSES:
Well construction and completion		279,540			—			—			—			—			279,540
Gas and oil production		24,184			—			—			—			—			24,184
Transmission, gathering and processing		635,987			(18,231	)		—			(7,082	)		—			610,674
Well services		9,062			—			—			—			—			9,062
General and administrative		111,636			(3,969	)		—			—			—			107,667
Net expense reimbursement - affiliate		930			—			—			—			—			930
Depreciation, depletion and amortization		107,917			(7,078	)		—			(4,655	)		—			96,184
Total costs and expenses		1,169,256			(29,278	)		—			(11,737	)		—			1,128,241
OPERATING (LOSS) INCOME		38,391			(27,298	)		—			(23,572	)		11,550			(929	)
OTHER INCOME (EXPENSE):
Interest expense		(92,611	)		(1,065	)		22,971	(g)		—			6,848	(l)		(66,150	)
								(2,267	)(h)		—			(26	)(m)
Other, net		10,722			—			—			—			—			10,722
Total other expense, net		(81,889	)		(1,065	)		20,704			—			6,822			(55,428	)
(Loss) income before income taxes		(43,498	)		(28,363	)		20,704			(23,572	)		18,372			(56,357	)
Income tax benefit (expense)		(14,642	)		—			255	(i)		—			172	(n)		(14,215	)
Net (loss) income		(58,140	)		(28,363	)		20,959			(23,572	)		18,544			(70,572	)
Loss attributable to non-controlling interests		93,476			—			6,788	(j)		—			4,613	(o)		104,877
Net (loss) income attributable to common shareholders	$	35,336		$	(28,363	)	$	27,747		$	(23,572	)	$	23,157		$	34,305
Net income attributable to common shareholders per share:
Basic	$	0.87														$	0.84
Diluted	$	0.83														$	0.81
Weighted average common shares outstanding:
Basic		40,841															40,841
Diluted		42,419															42,419

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

ATLAS AMERICA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2006

(in thousands, except per unit data)

	Historical			NOARK			NOARK Disposition Adjustments			Appalachia System			Appalachia System Disposition Adjustments			Pro Forma
REVENUE:
Well construction and completion	$	198,567		$	—		$	—		$	—		$	—		$	198,567
Gas and oil production		88,449			—			—			—			—			88,449
Transmission, gathering and processing		435,259			(67,871	)		—			(30,271	)		10,610	(k)		347,727
Administration and oversight		11,762			—			—			—			—			11,762
Well services		12,953			—			—			—			—			12,953
Gain on mark-to-market derivatives		2,316			—			—			—			—			2,316
Total revenue		749,306			(67,871	)		—			(30,271	)		10,610			661,774
COSTS AND EXPENSES:
Well construction and completion		172,666			—			—			—			—			172,666
Gas and oil production		8,499			—			—			—			—			8,499
Transmission, gathering and processing		361,045			(45,852	)		—			(4,946	)		—			310,247
Well services		7,337			—			—			—			—			7,337
General and administrative		46,517			(6,702	)		—			—			—			39,815
Net expense reimbursement - affiliate		1,237			—			—			—			—			1,237
Depreciation, depletion and amortization		45,643			(6,234	)		—			(3,672	)		—			35,737
Total costs and expenses		642,944			(58,788	)		—			(8,618	)		—			575,538
OPERATING (LOSS) INCOME		106,362			(9,083	)		—			(21,653	)		10,610			86,236
OTHER INCOME (EXPENSE):
Interest expense		(27,313	)		878			21,085	(g)		—			—	(l)		(7,643	)
								(2,267	)(h)		—			(26	)(m)
Other, net		8,564			(250	)		—			—			—			8,314
Total other expense, net		(18,749	)		628			18,818			—			(26	)		671
(Loss) income before income taxes and cumulative effect of accounting change		87,613			(8,455	)		18,818			(21,653	)		10,584			86,907
Income tax benefit (expense)		(27,308	)		—			(551	)(i)		—			573	(n)		(27,286	)
Net (loss) income before cumulative effect of accounting change		60,305			(8,455	)		18,267			(21,653	)		11,157			59,621
Cumulative effect of accounting change (net of tax of $2,530)		3,825			—			—			—			—			3,825
Net income (loss)		64,130			(8,455	)		18,267			(21,653	)		11,157			63,446
Loss attributable to non-controlling interests		(18,283	)		—			(8,965	)(j)		—			9,614	(o)		(17,634	)
Net (loss) income attributable to common shareholders	$	45,847		$	(8,455	)	$	9,302		$	(21,653	)	$	20,771		$	45,812
Net income attributable to common shareholders per share:
Net income (loss) before cumulative effect of accounting change - basic	$	0.94														$	0.95
Cumulative effect of accounting change - basic		0.09															0.08
Net income (loss) attributable to common shareholders per share - basic	$	1.03														$	1.03
Net income (loss) before cumulative effect of accounting change - diluted	$	0.93														$	0.93
Cumulative effect of accounting change - diluted		0.08															0.08
Net income (loss) attributable to common shareholders per share - Diluted	$	1.01														$	1.01
Weighted average common shares outstanding:
Basic		44,363															44,363
Diluted		45,353															45,353

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

ATLAS AMERICA, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(a) To reflect Atlas Pipeline’s net proceeds of $294.5 million from the May 2009 disposition of NOARK and record an estimated gain on disposition of $53.0 million, which was allocated to retained earnings based upon the Company’s and its subsidiaries’ equity interests in Atlas Pipeline, Atlas Pipeline Holdings, L.P. (“Atlas Pipeline Holdings”), the indirect parent of Atlas Pipeline’s general partner and a subsidiary of the Company, and non-controlling interests, and the adjustment of the Company’s deferred taxes associated with book-to-tax timing differences of the gain at an estimated effective tax rate of 39% and current taxes payable associated with the tax gain at an estimated effective tax rate of 40%, both of which were allocated to retained earnings.

(b) To reflect the application of Atlas Pipeline’s net proceeds from the disposition of NOARK to reduce borrowings under its senior secured credit facility.

(c) To reflect the write-off of Atlas Pipeline’s unamortized deferred financing costs in connection with the reduction of its borrowings under its senior secured term loan noted in (b), which was allocated to retained earnings based upon the Company’s and its subsidiaries’ equity interests in Atlas Pipeline, Atlas Pipeline Holdings and non-controlling interests.

(d) To reflect Atlas Pipeline’s June 2009 contribution of its Appalachia system to Laurel Mountain Midstream, LLC (“Laurel Mountain”), a joint venture, in return for net proceeds of $90.0 million in cash, preferred distribution rights entitling Atlas Pipeline to receive payments under a $25.5 million note, and a 49% ownership interest in Laurel Mountain, with Atlas Pipeline recognizing an estimated gain on disposition of $62.3 million, which was allocated to retained earnings based upon the Company’s and its subsidiaries’ equity interests in Atlas Pipeline, Atlas Pipeline Holdings and non-controlling interests. Atlas Pipeline reflected its 49% ownership interest in Laurel Mountain within investment in joint venture on the Company’s condensed consolidated balance sheet, which includes the $25.5 million note, a $2.2 million working capital contribution to Laurel Mountain, which was withheld by Laurel Mountain from the $90.0 million in cash received from the disposition, and its ownership interest in the other net assets of Laurel Mountain. The Company also recorded adjustments to deferred taxes, associated with book-to-tax timing differences of the gain recognized by Atlas Pipeline at an estimated effective tax rate of 39%, and current taxes payable, associated with the tax gain on the transaction at an estimated effective tax rate of 40%, on the disposition of the Appalachia system, both of which were allocated to retained earnings.

(e) To reflect the application of Atlas Pipeline’s net proceeds from the disposition of the Appalachia system to reduce borrowings under its senior secured credit facility.

(f) To reflect the write-off of Atlas Pipeline’s unamortized deferred financing costs in connection with the reduction of its borrowings under its senior secured term loan noted in (e), which was allocated to retained earnings based upon the Company’s and its subsidiaries’ equity interests in Atlas Pipeline, Atlas Pipeline Holdings and non-controlling interests.

(g) To reflect the adjustment to interest expense to reflect Atlas Pipeline’s repayment of $294.5 million of its senior secured credit facility borrowings from the net proceeds of the sale of NOARK. The weighted average historical interest rates utilized for the interest expense adjustment were 3.2% and 6.5% for the three

months ended March 31, 2009 and 2008, respectively, and 5.5%, 7.8% and 8.1% for the twelve months ended December 31, 2008, 2007 and 2006, respectively. For the year ended December 31, 2006, the interest expense adjustment was limited to $21.1 million for the repayment of debt with the net proceeds from the disposition of NOARK, which is the maximum amount of cash interest expense subject to pro forma adjustment.

(h) To reflect the write-off of unamortized deferred financing costs in connection with Atlas Pipeline’s repayment of $244.5 million of senior secured term loan borrowings, which may not be reborrowed, with a portion of the net proceeds from the disposition of NOARK.

(i) To reflect the adjustment to the Company’s income tax provision as a result of the adjustments to pretax income consisting of Atlas Pipeline’s disposition of NOARK, the repayment of borrowings under its senior secured credit facility, the write-off of deferred finance costs, and the adjustment of income allocated to the non-controlling interests of Atlas Pipeline and Atlas Pipeline Holdings as a result of the previously mentioned items. Each of the pretax adjustments were tax affected at the Company’s historical effective income tax rate for the respective period.

(j) To reflect the adjustment of income allocated to Atlas Pipeline’s and Atlas Pipeline Holdings’ non-controlling interests resulting from adjustments consisting of Atlas Pipeline’s disposition of NOARK, the repayment of borrowings under its senior secured term loan and credit facility, and the write-off of deferred finance costs.

(k) To reflect Atlas Pipeline’s 49% equity interest in the net income of Laurel Mountain, which it received as partial consideration for its disposition of the Appalachia system, based upon the historical statement of operations data for the Appalachia system.

(l) To reflect the adjustment to interest expense to reflect Atlas Pipeline’s repayment of $87.8 million of its senior secured credit facility borrowings from the net proceeds of the sale of the Appalachia system. The weighted average historical interest rates utilized for the interest expense adjustment were 3.2% and 6.5% for the three months ended March 31, 2009 and 2008, respectively, and 5.5%, 7.8% and 8.1% for the twelve months ended December 31, 2008, 2007 and 2006, respectively. For the year ended December 31, 2006, there was no interest expense adjustment for the repayment of debt with the net proceeds from the disposition of the Appalachia system, as there was no cash interest expense subject to pro forma adjustment subsequent to the pro forma interest expense adjustment associated with the disposition of NOARK.

(m) To reflect the write-off of unamortized deferred financing costs in connection with Atlas Pipeline’s repayment of $2.8 million of senior secured term loan borrowings, which may not be reborrowed, with the a portion of the net proceeds from the disposition of the Appalachia system.

(n) To reflect the adjustment to the Company’s income tax provision as a result of the adjustments to pretax income consisting of Atlas Pipeline’s disposition of the Appalachia system, the recognition of its equity interest in the net income of Laurel Mountain, the repayment of borrowings under its senior secured credit facility, the write-off of deferred finance costs, and the adjustment of income allocated to the non-controlling interests of Atlas Pipeline and Atlas Pipeline Holdings as a result of the previously mentioned items. Each of the pretax adjustments were tax affected at the Company’s historical effective income tax rate for the respective period.

(o) To reflect the adjustment of income allocated to Atlas Pipeline’s and Atlas Pipeline Holdings’ non-controlling interests resulting from adjustments consisting of Atlas Pipeline’s disposition of the Appalachia system, the recognition of its equity interest in the net income of Laurel Mountain, the repayment of borrowings under its senior secured term loan and credit facility, and the write-off of deferred finance costs.