Exhibit 99.1
NEWS RELEASE
CONTACT: | Brian J. Begley | |
Investor Relations | ||
Atlas Energy, L.P. | ||
(877) 280-2857 | ||
(215) 405-2718 (fax) |
ATLAS ENERGY, L.P. REPORTS OPERATING AND FINANCIAL RESULTS FOR THE THIRD QUARTER 2011
• | Atlas Energy announces the formation of a new E&P master limited partnership, Atlas Resource Partners, L.P., which will allow for growth both through accretive acquisitions and organic expansion |
• | Atlas Energy reports $22.8 million in Adjusted EBITDA for the third quarter 2011 |
• | Distributable cash flow was $20.3 million for the current quarter, or $0.40 per common unit |
Philadelphia, PA – November 7, 2011, Atlas Energy, L.P. (NYSE: ATLS) (“Atlas Energy” or “ATLS”) today reported operating and financial results for the third quarter 2011.
Third Quarter 2011 Highlights & Results
• | Adjusted earnings before interest, income taxes, depreciation and amortization (“EBITDA”), a non-GAAP measure, of $22.8 million(1)(2); |
• | Distributable cash flow, a non-GAAP measure, of $20.3 million, or $0.40 per common unit(1)(2); |
• | ATLS declared a cash distribution of $0.24 per limited partner unit based on the financial results for the third quarter 2011, a $0.02 per unit, or 9%, increase from the preceding quarter; |
• | On a GAAP basis, consolidated income from continuing operations of $50.9 million for the third quarter 2011 compared with a loss of $3.2 million for the prior year comparable period; and, |
• | Total net production of 34.8 million cubic feet equivalents per day (“mmcfed”). |
(1) | A reconciliation of GAAP net income to adjusted EBITDA and distributable cash flow is provided in the financial tables of this release. |
(2) | On February 17, 2011, ATLS acquired certain assets and assumed certain liabilities (the “Transferred Business”) from Atlas Energy, Inc., the former owner of ATLS’ general partner. ATLS’ gross margin, adjusted EBITDA and distributable cash flow include the results of operations of the Transferred Business from the date of acquisition. However, in accordance with prevailing accounting principles, all other ATLS financial information, including revenues and net income, are presented combined with those of the Transferred Business for historical periods prior to the date of acquisition, although ATLS did not own the Transferred Business for these periods. |
* * *
Recent Events
Atlas Energy Announces the Formation of Atlas Resource Partners, L.P.
In October 2011, ATLS announced that it will create a newly formed E&P master limited partnership named Atlas Resource Partners, L.P. (“Atlas Resource Partners”), which will hold substantially all of ATLS’ current natural gas and oil development and production assets and the partnership management business. ATLS intends to take Atlas Resource Partners public by distributing to ATLS unitholders common units representing an approximate 19.6% limited partner interest in Atlas Resource Partners. Atlas Resource Partners intends to apply to list its common units on the New York Stock Exchange.
ATLS management believes that this transaction will substantially enhance unitholder value by separating the company’s current E&P assets and partnership management business from ATLS’ general partner interests and incentive distribution rights in Atlas Pipeline Partners, L.P. (NYSE: APL). The distribution of limited partner interests in Atlas Resource Partners will also create a separate
currency denominated in units of Atlas Resource Partners, which will enable Atlas Resource Partners to expand cash flows from its natural gas and oil production assets through strategic acquisitions and organic development, without diluting ATLS’ ownership in its other assets, including its interest in APL.
ATLS will distribute common units representing an approximately 19.6% limited partner interest in Atlas Resource Partners to ATLS unitholders as of a record date to be determined. The precise number of common units of Atlas Resource Partners to be distributed will be determined at a later date. ATLS expects the transaction to be completed during the first quarter of 2012.
Immediately following the transaction, ATLS will hold common units representing an approximate 78.4% limited partner interest in Atlas Resource Partners. ATLS will also own the general partner of Atlas Resource Partners, which will own a 2% general partner interest and all of the incentive distribution rights in Atlas Resource Partners. The incentive distribution rights and general partner interests will provide its holder with an increasing percentage of the distributions of Atlas Resource Partners if target distributions are achieved, up to a 50% share of distributions. ATLS will also continue to own the general partner interest and incentive distribution rights of Atlas Pipeline Partners, ATLS’ midstream subsidiary. In addition, ATLS will continue to own an 18% general partner interest in Lightfoot Capital Partners, LP, an entity established to incubate new MLPs and invest in existing MLPs.
GE Energy Financial Services Invests in Lightfoot Capital; Lightfoot Acquires Interest in LNG Facility
In October 2011, ATLS announced that GE Energy Financial Services, a unit of GE (NYSE: GE), has joined Lightfoot Capital Partners (“Lightfoot”). GE Energy Financial Services will own a general partner interest and a 58% limited partner interest and will participate in future growth at Lightfoot and the terminals business. Following this investment, ATLS will hold an approximate 16% general partner interest and 12% limited partner interest in Lightfoot. Lightfoot is the general partner and majority owner of Arc Terminals LP, a leading independent operator of petroleum and refined product terminals in eight states. In conjunction with this transaction, Lightfoot will make a direct investment and own a 48% interest in Arc LNG Holdings LLC, which will own a 20% interest in Gulf LNG Energy’s terminal in Pascagoula, Mississippi. This newly constructed liquefied natural gas (“LNG”) facility will have 1.3 billion cubic feet per day of capacity, which is contracted under 20-year firm service agreements for all of its capacity.
E&P Operations
• | Average net daily production for the third quarter 2011 for the Appalachia segment was 31.3 mmcfed. |
• | ATLS expects to connect 16 Marcellus horizontal wells, drilled through the partnership management business, during the first quarter 2012. Eleven of these wells were drilled in 2011, and five of these Marcellus wells have been previously drilled and completed and are awaiting pipeline connection. |
• | Average net daily production for the New Albany/Antrim segment for the third quarter 2011 was 3.1 mmcfed. |
• | Average net daily production for the third quarter 2011 for the Niobrara segment was 461 thousand cubic feet equivalents per day (“mcfed”). |
Partnership Management Segment
• | Partnership management margin(2) contributed $10.4 million to distributable cash flow for the third quarter 2011 compared with $6.2 million for the second quarter 2011. The increase compared with the sequential quarter was primarily due to the increase in funds raised and capital deployed for the direct investment programs. |
(2) | Partnership management margin is comprised of Well Construction and Completion margin, Well Services margin and Administration and Oversight Fee revenues. |
Atlas Pipeline Partners, L.P.
• | On October 26, 2011, APL declared a cash distribution of $0.54 per unit on its outstanding common limited partner units, representing the cash distribution for the quarter ended September 30, 2011, a $0.07 per unit, or 14.9%, increase from the preceding quarter. ATLS will receive $4.9 million of cash distributions from APL on November 14, 2011, the date of payment for the APL third quarter 2011 distribution. |
• | During the third quarter 2011, APL operated at or above nameplate capacity on all of its gathering and processing systems in the Mid Continent. APL processed approximately 567 mmcfd of natural gas, a 21% increase over the prior year comparable quarter’s volumes, amongst its WestOK, WestTX and Velma systems in the third quarter 2011. Record volumes of approximately 53,000 bbl per day of gross natural gas liquids were generated from APL’s three processing systems. |
• | At September 30, 2011, ATLS owned a 2.0% general partner interest, all of the incentive distribution rights, and an 10.7% common limited partner interest in APL. ATLS’ financial results are presented on a consolidated basis with those of APL. Non-controlling interests in APL are reflected as income (expense) in ATLS’ consolidated combined statements of operations and as a component of partners’ capital on its consolidated combined balance sheets. A consolidating combined statement of operations and balance sheet have also been provided in the financial tables to this release for the comparable periods presented. |
Please refer to the Atlas Pipeline third quarter 2011 earnings release for additional details on its financial results.
Corporate and Other
• | Cash general and administrative expense, excluding amounts attributable to APL, was $5.1 million for the third quarter 2011. The current period is presented net of $5.6 million of fees received, net of $0.6 million of associated costs, from ATLS’ Transition Service Agreement with Chevron Corp. (NYSE: CVX), through which ATLS provides accounting and other services. ATLS will recognize these fees over the period the services are provided, which generally extends through the fourth quarter of 2011. Please refer to the consolidating combined statements of operations provided in the financial tables of this release. |
• | Cash interest expense, excluding amounts attributable to APL, was $0.2 million for the third quarter 2011. As of September 30, 2011, ATLS had no amounts outstanding under its revolving credit facility, which has a current borrowing base of $160 million, and had a cash position of $72.2 million. |
Hedging Summary
• | ATLS entered into derivative contracts during the third quarter 2011 for its natural gas and oil production. ATLS currently has approximately 24.6 billion cubic feet equivalents of its future production hedged through 2015. A summary of the ATLS’ current derivative positions as of November 1, 2011 is as follows: |
Natural Gas
Fixed Price Swaps | ||||||||||||
Production | Average Fixed Price (per mcf)(a)(b) | Volumes (per mcf)(a) | % Hedged(d) | |||||||||
2011(c) | $ | 4.85 | 1,485,714 | 53 | % | |||||||
2012 | $ | 5.40 | 5,257,143 | 47 | % | |||||||
2013 | $ | 5.70 | 2,971,429 | 27 | % | |||||||
2014 | $ | 6.02 | 2,742,857 | 25 | % | |||||||
2015 | $ | 6.30 | 2,742,857 | 25 | % |
Costless Collars | ||||||||||||||||
Production | Average Floor Price (per mcf)(a)(b) | Average Ceiling Price (per mcf)(a)(b) | Volumes (per mcf)(a) | % Hedged(d) | ||||||||||||
2011(c) | $ | 4.28 | $ | 6.01 | 771,429 | 27 | % | |||||||||
2012 | $ | 4.61 | $ | 6.54 | 1,828,571 | 16 | % | |||||||||
2013 | $ | 5.13 | $ | 6.52 | 2,971,429 | 27 | % | |||||||||
2014 | $ | 5.08 | $ | 6.37 | 1,371,429 | 12 | % | |||||||||
2015 | $ | 5.29 | $ | 6.69 | 1,371,429 | 12 | % |
Crude Oil
Costless Collars | ||||||||||||||||
Production | Average Floor Price (per bbl)(a) | Average Ceiling Price (per bbl)(a) | Volumes (bbls)(a) | % Hedged(d) | ||||||||||||
2011(c) | $ | 90.00 | $ | 125.31 | 15,000 | 55 | % | |||||||||
2012 | $ | 90.00 | $ | 117.91 | 60,000 | 56 | % | |||||||||
2013 | $ | 90.00 | $ | 116.40 | 60,000 | 56 | % | |||||||||
2014 | $ | 80.00 | $ | 121.25 | 24,000 | 22 | % | |||||||||
2015 | $ | 80.00 | $ | 120.75 | 24,000 | 22 | % |
(a) | “Mcf” represents thousand cubic feet; “bbl” represents barrel. |
(b) | Includes an estimated positive basis differential and Btu (British thermal units) adjustment. |
(c) | Reflects hedges covering the last three months of 2011. |
(d) | Hedge percentages based on Q3 2011 average production rates. |
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Interested parties are invited to access the live webcast of an investor call with management regarding Atlas Energy, L.P.’s third quarter 2011 results on Tuesday, November 8, 2011 at 9:00 am ET by going to theInvestor Relations section of Atlas Energy’s website at www.atlasenergy.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 8, 2011 by dialing 888-286-8010, passcode:22529130.
Atlas Energy, L.P. is a master limited partnership which owns an interest in over 8,500 producing natural gas and oil wells, representing approximately 187 Bcfe of net proved reserves. Additionally, Atlas Energy owns and operates the general partner of Atlas Pipeline Partners, L.P. (NYSE: APL), through which it owns a 2% general partner interest, all of the incentive distribution rights and approximately 5.75 million common limited partner units of APL. For more information, please visit our website at www.atlasenergy.com, or contact Investor Relations at InvestorRelations@atlasenergy.com.
Atlas Pipeline Partners, L.P. (NYSE: APL)is active in the gathering and processing segments of the midstream natural gas industry. In the Mid-Continent region of Oklahoma, southern Kansas, and northern and western Texas, APL owns and operates five active gas processing plants as well as approximately 8,600 miles of active intrastate gas gathering pipeline. For more information, visit APL’s website atwww.atlaspipeline.com or contactIR@atlaspipeline.com.
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. ATLS 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 future financial and operating results, resource potential, ATLS’ 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 prices; changes in the costs and results of drilling operations; uncertainties about estimates of reserves and resource potential; inability to obtain capital needed for operations; ATLS’ level of indebtedness; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in ATLS’ reports filed with the U.S. Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. Forward-looking statements speak only as of the date hereof, and ATLS assumes no obligation to update such statements, except as may be required by applicable law.
ATLAS ENERGY, L.P.
CONSOLIDATED COMBINED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010(1) | 2011(1) | 2010(1) | |||||||||||||
Revenues: | ||||||||||||||||
Gas and oil production | $ | 16,305 | $ | 20,106 | $ | 51,654 | $ | 70,816 | ||||||||
Well construction and completion | 35,657 | 60,748 | 64,336 | 176,685 | ||||||||||||
Gathering and processing | 357,620 | 232,774 | 983,572 | 683,336 | ||||||||||||
Administration and oversight | 2,337 | 3,561 | 5,073 | 7,473 | ||||||||||||
Well services | 4,910 | 5,497 | 15,051 | 15,589 | ||||||||||||
Gain (loss) on mark-to-market derivatives(2) | 23,760 | (6,801 | ) | 8,952 | 3,738 | |||||||||||
Other, net | 890 | 4,130 | 26,657 | 10,631 | ||||||||||||
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Total revenues | 441,479 | 320,015 | 1,155,295 | 968,268 | ||||||||||||
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Costs and expenses: | ||||||||||||||||
Gas and oil production | 3,990 | 6,257 | 11,953 | 16,863 | ||||||||||||
Well construction and completion | 30,449 | 51,481 | 54,754 | 149,724 | ||||||||||||
Gathering and processing | 301,625 | 196,218 | 832,080 | 575,207 | ||||||||||||
Well services | 2,043 | 2,416 | 6,077 | 7,691 | ||||||||||||
General and administrative(1) | 18,617 | 8,037 | 57,046 | 25,350 | ||||||||||||
Depreciation, depletion and amortization | 27,541 | 30,364 | 81,518 | 87,576 | ||||||||||||
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Total costs and expenses | 384,265 | 294,773 | 1,043,428 | 862,411 | ||||||||||||
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Operating income | 57,214 | 25,242 | 111,867 | 105,857 | ||||||||||||
Gain (loss) on asset sales | 8 | — | 255,722 | (2,947 | ) | |||||||||||
Interest expense(1) | (6,315 | ) | (24,089 | ) | (30,960 | ) | (76,229 | ) | ||||||||
Loss on early extinguishment of debt | — | (4,359 | ) | (19,574 | ) | (4,359 | ) | |||||||||
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Income (loss) from continuing operations | 50,907 | (3,206 | ) | 317,055 | 22,322 | |||||||||||
Income (loss) from discontinued operations | — | 305,927 | (81 | ) | 320,684 | |||||||||||
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Net income | 50,907 | 302,721 | 316,974 | 343,006 | ||||||||||||
Income attributable to non-controlling interests | (43,794 | ) | (252,564 | ) | (263,097 | ) | (255,059 | ) | ||||||||
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Net income after non-controlling interests | 7,113 | 50,157 | 53,877 | 87,947 | ||||||||||||
Income not attributable to common limited partners (results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition)(1) | — | (15,711 | ) | (4,711 | ) | (56,005 | ) | |||||||||
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Net income attributable to common limited partners | $ | 7,113 | $ | 34,446 | $ | 49,166 | $ | 31,942 | ||||||||
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Net income attributable to common limited partners per unit – basic: | ||||||||||||||||
Income (loss) from continuing operations attributable to common limited partners | $ | 0.13 | $ | (0.13 | ) | $ | 1.02 | $ | (0.29 | ) | ||||||
Income from discontinued operations attributable to common limited partners | — | 1.37 | — | 1.44 | ||||||||||||
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Net income attributable to common limited partners | $ | 0.13 | $ | 1.24 | $ | 1.02 | $ | 1.15 | ||||||||
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Net income attributable to common limited partners per unit – diluted: | ||||||||||||||||
Income (loss) from continuing operations attributable to common limited partners | $ | 0.13 | $ | (0.13 | ) | $ | 0.99 | $ | (0.29 | ) | ||||||
Income from discontinued operations attributable to common limited partners | — | 1.37 | — | 1.44 | ||||||||||||
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Net income attributable to common limited partners | $ | 0.13 | $ | 1.24 | $ | 0.99 | $ | 1.15 | ||||||||
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Weighted average common limited partner units outstanding: | ||||||||||||||||
Basic | 51,257 | 27,704 | 47,212 | 27,704 | ||||||||||||
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Diluted | 53,100 | 27,704 | 48,507 | 27,704 | ||||||||||||
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Net income attributable to common limited partners: | ||||||||||||||||
Income (loss) from continuing operations | $ | 7,113 | $ | (3,552 | ) | $ | 49,176 | $ | (7,918 | ) | ||||||
Income (loss) from discontinued operations | — | 37,998 | (10 | ) | 39,860 | |||||||||||
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Net income attributable to common limited partners | $ | 7,113 | $ | 34,446 | $ | 49,166 | $ | 31,942 | ||||||||
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(1) | In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of the Partnership, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as the Partnership was unable to identify and allocate such amounts to the Transferred Business for the respective periods. |
(2) | Consists principally of hydrocarbon derivative gains / (losses) that relate to the operating activities of the Partnership’s consolidated subsidiary, APL. The underlying hydrocarbon derivatives do not represent present or potential future obligations of the Partnership. |
ATLAS ENERGY, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands)
September 30, 2011 | December 31, 2010(1) | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 72,384 | $ | 247 | ||||
Accounts receivable | 143,836 | 120,697 | ||||||
Current portion of derivative asset | 17,998 | 36,621 | ||||||
Prepaid expenses and other | 31,755 | 23,652 | ||||||
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Total current assets | 265,973 | 181,217 | ||||||
Property, plant and equipment, net | 2,008,075 | 1,849,486 | ||||||
Intangible assets, net | 110,704 | 128,543 | ||||||
Investment in joint venture | 86,688 | 153,358 | ||||||
Goodwill, net | 31,784 | 31,784 | ||||||
Long-term derivative asset | 34,299 | 36,125 | ||||||
Other assets, net | 44,679 | 54,749 | ||||||
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$ | 2,582,202 | $ | 2,435,262 | |||||
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LIABILITIES AND PARTNERS’ CAPITAL | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt | $ | 2,054 | $ | 35,625 | ||||
Accounts payable | 85,684 | 75,339 | ||||||
Liabilities associated with drilling contracts | 33,194 | 65,072 | ||||||
Accrued producer liabilities | 89,658 | 72,996 | ||||||
Current portion of derivative liability | — | 4,917 | ||||||
Current portion of derivative payable to Drilling Partnerships | 23,664 | 30,797 | ||||||
Accrued interest | 5,896 | 1,921 | ||||||
Accrued well drilling and completion costs | 17,433 | 30,126 | ||||||
Advances from affiliates | — | 14,335 | ||||||
Accrued liabilities | 60,954 | 42,654 | ||||||
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Total current liabilities | 318,537 | 373,782 | ||||||
Long-term debt, less current portion | 423,927 | 565,764 | ||||||
Long-term derivative liability | — | 11,901 | ||||||
Long-term derivative payable to Drilling Partnerships | 19,808 | 34,796 | ||||||
Other long-term liabilities | 44,070 | 42,896 | ||||||
Commitments and contingencies | ||||||||
Partners’ Capital: | ||||||||
Common limited partners’ interests | 573,839 | 413,054 | ||||||
Accumulated other comprehensive income | 12,693 | 3,882 | ||||||
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586,532 | 416,936 | |||||||
Non-controlling interests | 1,189,328 | 989,187 | ||||||
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Total partners’ capital | 1,775,860 | 1,406,123 | ||||||
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$ | 2,582,202 | $ | 2,435,262 | |||||
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(1) | In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. |
ATLAS ENERGY, L.P.
Financial and Operating Highlights
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010(1) | 2011(1) | 2010(1) | |||||||||||||
Net income attributable to common limited partners per unit - basic | $ | 0.13 | $ | 1.24 | $ | 1.02 | $ | 1.15 | ||||||||
Distributable cash flow per unit(2)(3) | $ | 0.40 | $ | — | $ | 1.00 | $ | — | ||||||||
Cash distributions paid per unit(2)(4) | $ | 0.24 | $ | — | $ | 0.57 | $ | — | ||||||||
Production revenues (in thousands): | ||||||||||||||||
Natural gas | $ | 12,189 | $ | 15,864 | $ | 38,383 | $ | 57,801 | ||||||||
Oil(5) | 4,116 | 4,242 | 13,271 | 13,015 | ||||||||||||
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Total production revenues(5) | $ | 16,305 | $ | 20,106 | $ | 51,654 | $ | 70,816 | ||||||||
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Production volume:(6)(7) | ||||||||||||||||
Appalachia(8): | ||||||||||||||||
Natural gas (Mcfd) | 27,088 | 33,119 | 28,166 | 34,995 | ||||||||||||
Oil (Bpd)(9) | 703 | 948 | 745 | 884 | ||||||||||||
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Total (Mcfed) | 31,304 | 38,809 | 32,637 | 40,299 | ||||||||||||
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New Albany/Antrim: | ||||||||||||||||
Natural gas (Mcfd) | 3,081 | 2,193 | 3,172 | 1,614 | ||||||||||||
Oil (Bpd) | — | — | — | — | ||||||||||||
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Total (Mcfed) | 3,081 | 2,193 | 3,172 | 1,614 | ||||||||||||
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Niobrara: | ||||||||||||||||
Natural gas (Mcfd) | 461 | — | 349 | — | ||||||||||||
Oil (Bpd) | — | — | — | — | ||||||||||||
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Total (Mcfed) | 461 | — | 349 | — | ||||||||||||
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Total: | ||||||||||||||||
Natural gas (Mcfd) | 30,629 | 35,312 | 31,687 | 36,610 | ||||||||||||
Oil (Bpd)(9) | 703 | 948 | 745 | 884 | ||||||||||||
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Total (Mcfed) | 34,845 | 41,002 | 36,158 | 41,914 | ||||||||||||
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Average sales prices:(7) | ||||||||||||||||
Natural gas (per Mcf) (10) | $ | 5.10 | $ | 6.59 | $ | 5.24 | $ | 7.15 | ||||||||
Oil (per Bbl)(11) | $ | 83.34 | $ | 74.71 | $ | 90.65 | $ | 75.66 | ||||||||
Production costs:(7)(12) | ||||||||||||||||
Lease operating expenses per Mcfe | $ | 1.12 | $ | 1.55 | $ | 1.01 | $ | 1.27 | ||||||||
Production taxes per Mcfe | 0.06 | 0.03 | 0.05 | 0.03 | ||||||||||||
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Total production costs per Mcfe | $ | 1.18 | $ | 1.58 | $ | 1.06 | $ | 1.30 | ||||||||
Depletion per Mcfe(7) | $ | 2.15 | $ | 2.97 | $ | 2.09 | $ | 2.45 |
(1) | In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. |
(2) | A reconciliation from net income to distributable cash flow is provided in the financial tables of this release. |
(3) | Calculation consists of distributable cash flow divided by 51,257,000 weighted average common limited partner units outstanding for the 3rd quarter 2011 and 51,242,000, which is the weighted average common limited partner units outstanding for the period subsequent to February 17, 2011, the date of acquisition for the Transferred Business, which includes the 23.4 million common limited partner units issued as partial consideration for the acquisition. |
(4) | Represents the cash distributions paid per limited partner unit by the Partnership within 50 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter. |
(5) | Includes NGL production revenue. |
(6) | Production quantities consist of the sum of (i) the Partnership’s proportionate share of production from wells in which it has a direct interest, based on the Partnership’s proportionate net revenue interest in such wells, and (ii) the Partnership’s proportionate share of production from wells owned by the investment partnerships in which the Partnership 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. |
(7) | “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. |
(8) | Appalachia consists of the Partnership’s production located in Pennsylvania, Ohio, New York, West Virginia and Tennessee. |
(9) | Includes NGL production volume. |
(10) | The Partnership’s average sales price for natural gas before the effects of financial hedging was $4.90 per Mcf and $4.12 per Mcf for the three months ended September 30, 2011 and 2010, respectively, and $4.69 per Mcf and $4.74 per Mcf for the nine months ended September 30, 2011 and 2010, respectively. These amounts exclude the impact of certain allocations of production revenues to investor partners within the investor partnerships. Including the effects of these allocations, average natural gas sales prices were $4.33 per Mcf ($4.13 per Mcf before the effects of financial hedging) and $4.88 per Mcf ($2.41 per Mcf before the effects of financial hedging) for the three months ended September 30, 2011 and 2010, respectively, and $4.44 per Mcf ($3.89 per Mcf before the effects of financial hedging) and $5.78 per Mcf ($3.47 per Mcf before the effects of financial hedging) for the nine months ended September 30, 2011 and 2010, respectively. |
(11) | The Partnership’s average sales price for oil before the effects of financial hedging was $81.85 per barrel and $66.36 per barrel for the three months ended September 30, 2011 and 2010, respectively, and $89.79 per barrel and $69.07 per barrel for the nine months ended September 30, 2011 and 2010, respectively. |
(12) | 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. These amounts exclude the effects of the Partnership’s proportionate share of lease operating expenses associated with certain allocations of production revenue to investor partners within the Partnership’s investor partnerships. Including the effects of these costs, lease operating expenses per Mcfe were $0.73 per Mcfe ($0.79 per Mcfe for total production costs) and $1.05 per Mcfe ($1.08 per Mcfe for total production costs) for the three months ended September 30, 2011 and 2010, respectively, and $0.67 per Mcfe ($0.72 per Mcfe for total production costs) and $0.86 per Mcfe ($0.89 per Mcfe for total production costs) for the nine months ended September 30, 2011 and 2010, respectively. |
ATLAS ENERGY, L.P.
CAPITALIZATION INFORMATION
(unaudited; in thousands)
September 30, 2011 | December 31, 2010(1) | |||||||||||||||||||||||
Atlas Energy | Atlas Pipeline | Consolidated | Atlas Energy | Atlas Pipeline | Consolidated Combined | |||||||||||||||||||
Total debt | $ | — | $ | 425,981 | $ | 425,981 | $ | 35,415 | $ | 565,974 | $ | 601,389 | ||||||||||||
Less: Cash | (72,217 | ) | (167 | ) | (72,384 | ) | (83 | ) | (164 | ) | (247 | ) | ||||||||||||
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|
|
|
|
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|
| |||||||||||||
Total net debt/(cash) | (72,217 | ) | 425,814 | 353,597 | 35,332 | 565,810 | 601,142 | |||||||||||||||||
Partners’ capital | 587,299 | 1,270,318 | 1,775,860 | (2) | 418,369 | 1,041,647 | 1,406,123 | (2) | ||||||||||||||||
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|
|
|
|
|
|
|
|
|
| |||||||||||||
Total capitalization | $ | 515,082 | $ | 1,696,132 | $ | 2,129,457 | $ | 453,701 | $ | 1,607,457 | $ | 2,007,265 | ||||||||||||
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|
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|
|
|
|
|
|
| |||||||||||||
Ratio of net debt to capitalization | 0.00x | 0.08x |
(1) | In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. |
(2) | Net of eliminated amounts. |
ATLAS ENERGY, L.P.
CAPITAL EXPENDITURE DATA
(unaudited; in thousands)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010(1) | 2011 | 2010(1) | |||||||||||||
Atlas Energy | ||||||||||||||||
Maintenance capital expenditures(2) | $ | 2,300 | $ | — | $ | 7,533 | $ | — | ||||||||
Expansion capital expenditures | 19,588 | 28,460 | 28,737 | 70,716 | ||||||||||||
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| |||||||||
Total | $ | 21,888 | $ | 28,460 | $ | 36,270 | $ | 70,716 | ||||||||
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| |||||||||
Atlas Pipeline | ||||||||||||||||
Maintenance capital expenditures | $ | 4,980 | $ | 2,595 | $ | 13,451 | $ | 6,478 | ||||||||
Expansion capital expenditures | 51,195 | 8,764 | 134,693 | 24,716 | ||||||||||||
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| |||||||||
Total | $ | 56,175 | $ | 11,359 | $ | 148,144 | $ | 31,194 | ||||||||
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| |||||||||
Consolidated Combined | ||||||||||||||||
Maintenance capital expenditures | $ | 7,280 | $ | 2,595 | $ | 20,984 | $ | 6,478 | ||||||||
Expansion capital expenditures | 70,783 | 37,224 | 163,430 | 95,432 | ||||||||||||
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|
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|
| |||||||||
Total | $ | 78,063 | $ | 39,819 | $ | 184,414 | $ | 101,910 | ||||||||
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|
|
(1) | In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. |
(2) | Prior to the Partnership’s acquisition of the Transferred Business on February 17, 2011, the Partnership had no maintenance capital requirements with regard to its oil and gas properties. |
ATLAS ENERGY, L.P.
Financial Information
(unaudited; in thousands)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Atlas Energy Stand-Alone Adjusted EBITDA and Distributable Cash Flow Summary: | ||||||||||||||||
Gas and oil production margin | $ | 12,315 | $ | — | $ | 31,128 | $ | — | ||||||||
Well construction and completion margin | 5,208 | — | 7,074 | — | ||||||||||||
Administration and oversight margin | 2,337 | — | 4,061 | — | ||||||||||||
Well services margin | 2,867 | — | 7,437 | — | ||||||||||||
Gathering | (449 | ) | — | (1,670 | ) | — | ||||||||||
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|
|
| |||||||||
Gross Margin | 22,278 | — | 48,030 | — | ||||||||||||
Cash general and administrative expenses(1) | (5,068 | ) | (86 | ) | (15,153 | ) | (747 | ) | ||||||||
Atlas Pipeline cash distributions(2) | 4,946 | — | 11,363 | — | ||||||||||||
Other, net | 627 | — | 14,985 | — | ||||||||||||
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| |||||||||
Adjusted EBITDA(3) | 22,783 | (86 | ) | 59,225 | (747 | ) | ||||||||||
Cash interest expense(4) | (208 | ) | (1,002 | ) | (524 | ) | (2,144 | ) | ||||||||
Maintenance capital expenditures(5) | (2,300 | ) | — | (7,533 | ) | — | ||||||||||
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| |||||||||
Distributable Cash Flow(3) | $ | 20,275 | $ | (1,088 | ) | $ | 51,168 | $ | (2,891 | ) | ||||||
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|
|
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| |||||||||
Distributions Paid(6) | $ | 12,303 | $ | — | $ | 29,214 | $ | — | ||||||||
per limited partner unit | $ | 0.24 | $ | — | $ | 0.57 | $ | — | ||||||||
Reconciliation of non-GAAP measures to net income (loss) attributable to common limited partners(3): | ||||||||||||||||
Atlas Energy stand-alone distributable cash flow | $ | 20,275 | $ | (1,088 | ) | $ | 51,168 | $ | (2,891 | ) | ||||||
Distributable cash flow of Transferred Business as of and prior to February 17, 2011 (the date of acquisition)(7) | — | 27,875 | 8,261 | 91,661 | ||||||||||||
Atlas Pipeline net income attributable to common limited partners | 6,465 | 35,906 | 37,555 | 35,940 | ||||||||||||
Atlas Pipeline cash distributions(2) | (4,946 | ) | — | (11,363 | ) | — | ||||||||||
Non-recurring acquisition costs | — | — | (2,087 | ) | — | |||||||||||
Depreciation, depletion and amortization | (8,071 | ) | (11,798 | ) | (24,019 | ) | (31,929 | ) | ||||||||
Amortization of deferred finance costs | (171 | ) | — | (5,356 | ) | — | ||||||||||
Non-cash stock compensation expense | (4,319 | ) | (373 | ) | (8,931 | ) | (1,082 | ) | ||||||||
Maintenance capital expenditures(5) | 2,300 | — | 7,533 | — | ||||||||||||
Non-cash net gain (loss) on asset sales | — | — | 48 | (2,947 | ) | |||||||||||
Other non-cash adjustments | (4,420 | ) | (365 | ) | 1,068 | (805 | ) | |||||||||
Income not attributable to common limited partners (results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition)(7) | — | (15,711 | ) | (4,711 | ) | (56,005 | ) | |||||||||
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|
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| |||||||||
Net income attributable to common limited partners | $ | 7,113 | $ | 34,446 | $ | 49,166 | $ | 31,942 | ||||||||
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|
(1) | Excludes non-cash stock-compensation expense and non-recurring costs incurred in connection with the acquisition of the Transferred Business. |
(2) | Represents the cash distribution earned from Atlas Pipeline during the respective quarterly period (and paid from to the Partnership within 45 days after the completion of the respective quarterly period). |
(3) | Adjusted EBITDA and distributable cash flow are non-GAAP (generally accepted accounting principles) financial measures under the rules of the Securities and Exchange Commission. Management of the Partnership believes that adjusted EBITDA and distributable cash flow provide additional information for evaluating the Partnership’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 the Partnership’s financial covenants under its credit facility. Adjusted EBITDA and distributable 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) | Prior to the Partnership’s acquisition of the Transferred Business on February 17, 2011, the Partnership had no maintenance capital requirements with regard to its oil and gas properties. |
(6) | Represents the cash distributions paid by the Partnership within 50 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter. |
(7) | In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. |
ATLAS ENERGY, L.P.
CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS
(unaudited; in thousands)
Three Months Ended September 30, 2011
Atlas Energy | Atlas Pipeline | Eliminations | Consolidated Combined | |||||||||||||
Revenues: | ||||||||||||||||
Gas and oil production | $ | 16,305 | $ | — | $ | — | $ | 16,305 | ||||||||
Well construction and completion | 35,657 | — | — | 35,657 | ||||||||||||
Gathering and processing | 4,431 | 353,189 | — | 357,620 | ||||||||||||
Administration and oversight | 2,337 | — | — | 2,337 | ||||||||||||
Well services | 4,910 | — | — | 4,910 | ||||||||||||
Gain on mark-to-market derivatives | — | 23,760 | — | 23,760 | ||||||||||||
Other, net | (3,793 | ) | 4,683 | — | 890 | |||||||||||
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|
|
|
|
|
|
| |||||||||
Total revenues | 59,847 | 381,632 | — | 441,479 | ||||||||||||
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|
|
|
|
|
| |||||||||
Costs and expenses: | ||||||||||||||||
Gas and oil production | 3,990 | — | — | 3,990 | ||||||||||||
Well construction and completion | 30,449 | — | — | 30,449 | ||||||||||||
Gathering and processing | 4,880 | 296,745 | — | 301,625 | ||||||||||||
Well services | 2,043 | — | — | 2,043 | ||||||||||||
General and administrative | 9,387 | 9,230 | — | 18,617 | ||||||||||||
Depreciation, depletion and amortization | 8,071 | 19,470 | — | 27,541 | ||||||||||||
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|
|
|
|
|
| |||||||||
Total costs and expenses | 58,820 | 325,445 | — | 384,265 | ||||||||||||
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|
|
|
|
|
| |||||||||
Operating income | 1,027 | 56,187 | — | 57,214 | ||||||||||||
Gain on asset sales | — | 8 | — | 8 | ||||||||||||
Interest expense | (379 | ) | (5,936 | ) | — | (6,315 | ) | |||||||||
Loss on early extinguishment of debt | — | — | — | — | ||||||||||||
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|
|
|
|
| |||||||||
Income from continuing operations | 648 | 50,259 | — | 50,907 | ||||||||||||
Discontinued operations | — | — | — | — | ||||||||||||
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|
|
|
|
|
| |||||||||
Net income | 648 | 50,259 | — | 50,907 | ||||||||||||
Income attributable to non-controlling interests | — | (1,760 | ) | (42,034 | ) | (43,794 | ) | |||||||||
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|
|
|
|
|
| |||||||||
Net income attributable to common limited partners | $ | 648 | $ | 48,499 | $ | (42,034 | ) | $ | 7,113 | |||||||
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|
|
ATLAS ENERGY, L.P.
CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS
(unaudited; in thousands)
Three Months Ended September 30, 2010
Atlas Energy(1) | Atlas Pipeline | Eliminations | Consolidated Combined(1) | |||||||||||||
Revenues: | ||||||||||||||||
Gas and oil production | $ | 20,106 | $ | — | $ | — | $ | 20,106 | ||||||||
Well construction and completion | 60,748 | — | — | 60,748 | ||||||||||||
Gathering and processing | 2,345 | 230,429 | — | 232,774 | ||||||||||||
Administration and oversight | 3,561 | — | — | 3,561 | ||||||||||||
Well services | 5,497 | — | — | 5,497 | ||||||||||||
Loss on mark-to-market derivatives | — | (6,801 | ) | — | (6,801 | ) | ||||||||||
Other, net | (147 | ) | 4,277 | — | 4,130 | |||||||||||
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|
|
|
|
|
|
| |||||||||
Total revenues | 92,110 | 227,905 | — | 320,015 | ||||||||||||
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|
|
|
| |||||||||
Costs and expenses: | ||||||||||||||||
Gas and oil production | 6,257 | — | — | 6,257 | ||||||||||||
Well construction and completion | 51,481 | — | — | 51,481 | ||||||||||||
Gathering and processing | 4,446 | 191,772 | — | 196,218 | ||||||||||||
Well services | 2,416 | — | — | 2,416 | ||||||||||||
General and administrative | 459 | (1) | 7,578 | — | 8,037 | |||||||||||
Depreciation, depletion and amortization | 11,798 | 18,566 | — | 30,364 | ||||||||||||
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|
|
|
|
|
| |||||||||
Total costs and expenses | 76,857 | 217,916 | — | 294,773 | ||||||||||||
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|
|
|
|
| |||||||||
Operating income | 15,253 | 9,989 | — | 25,242 | ||||||||||||
Gain (loss) on asset sales | — | — | — | — | ||||||||||||
Interest expense | (1,002 | )(1) | (23,087 | ) | — | (24,089 | ) | |||||||||
Loss on early extinguishment of debt | — | (4,359 | ) | — | (4,359 | ) | ||||||||||
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|
|
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|
|
| |||||||||
Income (loss) from continuing operations | 14,251 | (17,457 | ) | — | (3,206 | ) | ||||||||||
Discontinued operations | — | 305,927 | — | 305,927 | ||||||||||||
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|
|
|
|
|
| |||||||||
Net income | 14,251 | 288,470 | — | 302,721 | ||||||||||||
Income attributable to non-controlling interests | — | (1,316 | ) | (251,248 | ) | (252,564 | ) | |||||||||
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|
|
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|
| |||||||||
Net income after non-controlling interests | 14,251 | 287,154 | (251,248 | ) | 50,157 | |||||||||||
Income not attributable to common limited partners (results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition(1)) | (15,711 | ) | — | — | (15,711 | ) | ||||||||||
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|
|
|
|
|
| |||||||||
Net income (loss) attributable to common limited partners | $ | (1,460 | ) | $ | 287,154 | $ | (251,248 | ) | $ | 34,446 | ||||||
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|
|
|
|
|
|
(1) | In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of the Partnership, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as the Partnership was unable to identify and allocate such amounts to the Transferred Business for the respective periods. |
ATLAS ENERGY, L.P.
CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS
(unaudited; in thousands)
Nine Months Ended September 30, 2011
Atlas Energy(1) | Atlas Pipeline | Eliminations | Consolidated Combined(1) | |||||||||||||
Revenues: | ||||||||||||||||
Gas and oil production | $ | 51,654 | $ | — | $ | — | $ | 51,654 | ||||||||
Well construction and completion | 64,336 | — | — | 64,336 | ||||||||||||
Gathering and processing | 14,048 | 969,524 | — | 983,572 | ||||||||||||
Administration and oversight | 5,073 | — | — | 5,073 | ||||||||||||
Well services | 15,051 | — | — | 15,051 | ||||||||||||
Gain on mark-to-market derivatives | — | 8,952 | — | 8,952 | ||||||||||||
Other, net | 15,956 | 10,701 | — | 26,657 | ||||||||||||
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|
|
|
|
|
|
| |||||||||
Total revenues | 166,118 | 989,177 | — | 1,155,295 | ||||||||||||
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|
|
|
|
|
| |||||||||
Costs and expenses: | ||||||||||||||||
Gas and oil production | 11,953 | — | — | 11,953 | ||||||||||||
Well construction and completion | 54,754 | — | — | 54,754 | ||||||||||||
Gathering and processing | 16,377 | 815,703 | — | 832,080 | ||||||||||||
Well services | 6,077 | — | — | 6,077 | ||||||||||||
General and administrative | 30,229 | (1) | 26,817 | — | 57,046 | |||||||||||
Depreciation, depletion and amortization | 24,019 | 57,499 | — | 81,518 | ||||||||||||
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|
|
|
|
|
| |||||||||
Total costs and expenses | 143,409 | 900,019 | — | 1,043,428 | ||||||||||||
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|
|
|
|
|
| |||||||||
Operating income | 22,709 | 89,158 | — | 111,867 | ||||||||||||
Gain on asset sales | 48 | 255,674 | — | 255,722 | ||||||||||||
Interest expense | (6,435 | )(1) | (24,525 | ) | — | (30,960 | ) | |||||||||
Loss on early extinguishment of debt | — | (19,574 | ) | — | (19,574 | ) | ||||||||||
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|
|
|
|
|
| |||||||||
Income from continuing operations | 16,322 | 300,733 | — | 317,055 | ||||||||||||
Discontinued operations | — | (81 | ) | — | (81 | ) | ||||||||||
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|
|
|
|
|
| |||||||||
Net income | 16,322 | 300,652 | — | 316,974 | ||||||||||||
Income attributable to non-controlling interests | — | (4,492 | ) | (258,605 | ) | (263,097 | ) | |||||||||
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|
|
|
|
|
|
| |||||||||
Net income after non-controlling interests | 16,322 | 296,160 | (258,605 | ) | 53,877 | |||||||||||
Income not attributable to common limited partners (results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition(1)) | (4,711 | ) | — | — | (4,711 | ) | ||||||||||
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|
|
|
|
|
|
| |||||||||
Net income attributable to common limited partners | $ | 11,611 | $ | 296,160 | $ | (258,605 | ) | $ | 49,166 | |||||||
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|
|
|
|
|
|
(1) | In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of the Partnership, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as the Partnership was unable to identify and allocate such amounts to the Transferred Business for the respective periods. |
ATLAS ENERGY, L.P.
CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS
(unaudited; in thousands)
Nine Months Ended September 30, 2010
Atlas Energy(1) | Atlas Pipeline | Eliminations | Consolidated Combined(1) | |||||||||||||
Revenues: | ||||||||||||||||
Gas and oil production | $ | 70,816 | $ | — | $ | — | $ | 70,816 | ||||||||
Well construction and completion | 176,685 | — | — | 176,685 | ||||||||||||
Gathering and processing | 11,414 | 671,922 | — | 683,336 | ||||||||||||
Administration and oversight | 7,473 | — | — | 7,473 | ||||||||||||
Well services | 15,589 | — | — | 15,589 | ||||||||||||
Gain on mark-to-market derivatives | — | 3,738 | — | 3,738 | ||||||||||||
Other, net | (344 | ) | 10,975 | — | 10,631 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Total revenues | 281,633 | 686,635 | — | 968,268 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Costs and expenses: | ||||||||||||||||
Gas and oil production | 16,863 | — | — | 16,863 | ||||||||||||
Well construction and completion | 149,724 | — | — | 149,724 | ||||||||||||
Gathering and processing | 16,499 | 558,708 | — | 575,207 | ||||||||||||
Well services | 7,691 | — | — | 7,691 | ||||||||||||
General and administrative | 1,829 | (1) | 23,521 | — | 25,350 | |||||||||||
Depreciation, depletion and amortization | 31,929 | 55,647 | — | 87,576 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total costs and expenses | 224,535 | 637,876 | — | 862,411 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Operating income | 57,098 | 48,759 | — | 105,857 | ||||||||||||
Loss on asset sales | (2,947 | ) | — | — | (2,947 | ) | ||||||||||
Interest expense | (2,144 | )(1) | (74,085 | ) | — | (76,229 | ) | |||||||||
Loss on early extinguishment of debt | — | (4,359 | ) | — | (4,359 | ) | ||||||||||
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Income (loss) from continuing operations | 52,007 | (29,685 | ) | — | 22,322 | |||||||||||
Discontinued operations | — | 320,684 | — | 320,684 | ||||||||||||
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Net income | 52,007 | 290,999 | — | 343,006 | ||||||||||||
Income attributable to non-controlling interests | — | (3,578 | ) | (251,481 | ) | (255,059 | ) | |||||||||
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Net income after non-controlling interests | 52,007 | 287,421 | (251,481 | ) | 87,947 | |||||||||||
Income not attributable to common limited partners (results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition(1)) | (56,005 | ) | — | — | (56,005 | ) | ||||||||||
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Net income (loss) attributable to common limited partners | $ | (3,998 | ) | $ | 287,421 | $ | (251,481 | ) | $ | 31,942 | ||||||
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(1) | In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of the Partnership, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as the Partnership was unable to identify and allocate such amounts to the Transferred Business for the respective periods. |
ATLAS ENERGY, L.P.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited; in thousands)
September 30, 2011
Atlas Energy | Atlas Pipeline | Eliminations | Consolidated | |||||||||||||
ASSETS | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 72,217 | $ | 167 | $ | — | $ | 72,384 | ||||||||
Accounts receivable | 28,534 | 115,302 | — | 143,836 | ||||||||||||
Current portion of derivative asset | 6,111 | 11,887 | — | 17,998 | ||||||||||||
Prepaid expenses and other | 7,446 | 24,309 | — | 31,755 | ||||||||||||
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Total current assets | 114,308 | 151,665 | — | 265,973 | ||||||||||||
Property, plant and equipment, net | 526,634 | 1,481,441 | — | 2,008,075 | ||||||||||||
Goodwill and intangible assets, net | 33,436 | 109,052 | — | 142,488 | ||||||||||||
Long-term derivative asset | 7,349 | 26,950 | — | 34,299 | ||||||||||||
Investment in joint venture | — | 86,688 | — | 86,688 | ||||||||||||
Investment in subsidiaries | 81,757 | — | (81,757 | ) | — | |||||||||||
Other assets, net | 22,838 | 21,841 | — | 44,679 | ||||||||||||
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$ | 786,322 | $ | 1,877,637 | $ | (81,757 | ) | $ | 2,582,202 | ||||||||
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LIABILITIES AND PARTNERS’ CAPITAL | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Current portion of long-term debt | $ | — | $ | 2,054 | $ | — | $ | 2,054 | ||||||||
Accounts payable | 40,405 | 45,279 | — | 85,684 | ||||||||||||
Liabilities associated with drilling contracts | 33,194 | — | — | 33,194 | ||||||||||||
Accrued producer liabilities | — | 89,658 | — | 89,658 | ||||||||||||
Current portion of derivative liability | — | — | — | — | ||||||||||||
Current portion of derivative payable to Partnerships | 23,664 | — | — | 23,664 | ||||||||||||
Accrued interest | — | 5,896 | — | 5,896 | ||||||||||||
Accrued well drilling and completion costs | 17,433 | — | — | 17,433 | ||||||||||||
Advances from affiliates | — | — | — | — | ||||||||||||
Accrued liabilities | 20,576 | 40,378 | — | 60,954 | ||||||||||||
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Total current liabilities | 135,272 | 183,265 | — | 318,537 | ||||||||||||
Long-term debt, less current portion | — | 423,927 | — | 423,927 | ||||||||||||
Long-term derivative liability | — | — | — | — | ||||||||||||
Long-term derivative payable to Partnerships | 19,808 | — | �� | — | 19,808 | |||||||||||
Other long-term liabilities | 43,943 | 127 | — | 44,070 | ||||||||||||
Partners’ Capital: | ||||||||||||||||
Common limited partners’ interests | 573,839 | 1,306,289 | (1,306,289 | ) | 573,839 | |||||||||||
Accumulated other comprehensive income (loss) | 13,460 | (6,106 | ) | 5,339 | 12,693 | |||||||||||
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587,299 | 1,300,183 | (1,300,950 | ) | 586,532 | ||||||||||||
Non-controlling interests | — | (29,865 | ) | 1,219,193 | 1,189,328 | |||||||||||
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Total partners’ capital | 587,299 | 1,270,318 | (81,757 | ) | 1,775,860 | |||||||||||
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$ | 786,322 | $ | 1,877,637 | $ | (81,757 | ) | $ | 2,582,202 | ||||||||
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ATLAS ENERGY, L.P.
CONDENSED CONSOLIDATING COMBINED BALANCE SHEETS
(unaudited; in thousands)
December 31, 2010
Atlas Energy(1) | Atlas Pipeline | Eliminations | Consolidated Combined(1) | |||||||||||||
ASSETS | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 83 | $ | 164 | $ | — | $ | 247 | ||||||||
Accounts receivable | 20,938 | 99,759 | — | 120,697 | ||||||||||||
Current portion of derivative asset | 36,621 | — | — | 36,621 | ||||||||||||
Prepaid expenses and other | 8,534 | 15,118 | — | 23,652 | ||||||||||||
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Total current assets | 66,176 | 115,041 | — | 181,217 | ||||||||||||
Property, plant and equipment, net | 508,484 | 1,341,002 | — | 1,849,486 | ||||||||||||
Goodwill and intangible assets, net | 33,948 | 126,379 | — | 160,327 | ||||||||||||
Long-term derivative asset | 36,125 | — | — | 36,125 | ||||||||||||
Investment in joint venture | — | 153,358 | — | 153,358 | ||||||||||||
Investment in subsidiaries | 53,893 | — | (53,893 | ) | — | |||||||||||
Other assets, net | 25,681 | 29,068 | — | 54,749 | ||||||||||||
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| |||||||||
$ | 724,307 | $ | 1,764,848 | $ | (53,893 | ) | $ | 2,435,262 | ||||||||
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LIABILITIES AND PARTNERS’ CAPITAL | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Current portion of long-term debt | $ | 35,415 | $ | 210 | $ | — | $ | 35,625 | ||||||||
Accounts payable | 45,957 | 29,382 | — | 75,339 | ||||||||||||
Liabilities associated with drilling contracts | 65,072 | — | — | 65,072 | ||||||||||||
Accrued producer liabilities | — | 72,996 | — | 72,996 | ||||||||||||
Current portion of derivative liability | 353 | 4,564 | — | 4,917 | ||||||||||||
Current portion of derivative payable to Partnerships | 30,797 | — | — | 30,797 | ||||||||||||
Accrued interest | — | 1,921 | — | 1,921 | ||||||||||||
Accrued well drilling and completion costs | 30,126 | — | — | 30,126 | ||||||||||||
Advances from affiliates | 2,055 | 12,280 | — | 14,335 | ||||||||||||
Accrued liabilities | 12,401 | 30,253 | — | 42,654 | ||||||||||||
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| |||||||||
Total current liabilities | 222,176 | 151,606 | — | 373,782 | ||||||||||||
Long-term debt, less current portion | — | 565,764 | — | 565,764 | ||||||||||||
Long-term derivative liability | 6,293 | 5,608 | — | 11,901 | ||||||||||||
Long-term derivative payable to Partnerships | 34,796 | — | — | 34,796 | ||||||||||||
Other long-term liabilities | 42,673 | 223 | — | 42,896 | ||||||||||||
Partners’ Capital: | ||||||||||||||||
Common limited partners’ interests | 413,054 | 1,085,408 | (1,085,408 | ) | 413,054 | |||||||||||
Accumulated other comprehensive income (loss) | 5,315 | (11,224 | ) | 9,791 | 3,882 | |||||||||||
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| |||||||||
418,369 | 1,074,184 | (1,075,617 | ) | 416,936 | ||||||||||||
Non-controlling interests | — | (32,537 | ) | 1,021,724 | 989,187 | |||||||||||
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| |||||||||
Total partners’ capital | 418,369 | 1,041,647 | (53,893 | ) | 1,406,123 | |||||||||||
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| |||||||||
$ | 724,307 | $ | 1,764,848 | $ | (53,893 | ) | $ | 2,435,262 | ||||||||
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(1) | In accordance with prevailing accounting literature, the Partnership has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. |
ATLAS ENERGY, L.P.
Ownership Interests Summary
Atlas Energy Ownership Interests as of September 30, 2011: | Amount | Overall Ownership Interest Percentage | ||||||
ATLAS PIPELINE: | ||||||||
General partner interest | 100 | % | 2.0 | % | ||||
Common units | 5,754,253 | 10.7 | % | |||||
Incentive distribution rights | 100 | % | N/A | |||||
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Total Atlas Energy ownership interests in Atlas Pipeline | 12.7 | % | ||||||
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LIGHTFOOT CAPITAL PARTNERS, GP LLC: | ||||||||
Approximate general partner ownership interest | 16.0 | % | ||||||
Approximate limited partner ownership interest | 12.0 | % |