Exhibit 99.1
NEWS RELEASE
CONTACT: | Brian J. Begley | |
Vice President - Investor Relations | ||
Atlas Energy, L.P. | ||
(877) 280-2857 | ||
(215) 405-2718 (fax) |
ATLAS ENERGY, L.P. REPORTS OPERATING AND FINANCIAL RESULTS
FOR THE FOURTH QUARTER AND FULL YEAR 2011
• | On February 15, 2012, Atlas Energy’s board of directors approved the distribution to ATLS unitholders of approximately 19.6% of the common units of Atlas Resource Partners, L.P., a newly-formed E&P MLP which will hold substantially all of Atlas’ oil & gas assets and investment partnership business |
• | 5,240,000 Atlas Resource Partners’ units will be distributed proportionately on March 13, 2012 to ATLS unitholders of record as of February 28, 2012 |
• | Atlas Energy reports $21.5 million in Adjusted EBITDA for the fourth quarter 2011 |
• | Distributable cash flow was $19.0 million for the current quarter, or $0.37 per common unit |
• | ATLS declared a cash distribution of $0.24 per limited partner unit for the fourth quarter 2011, at a distribution coverage ratio of 1.5x |
Philadelphia, PA – February 27, 2012 - Atlas Energy, L.P. (NYSE: ATLS) (“Atlas Energy” or “ATLS”) today reported operating and financial results for the fourth quarter 2011.
Fourth Quarter 2011 and Full Year 2011 Highlights & Results
• | Adjusted earnings before interest, income taxes, depreciation and amortization (“EBITDA”), a non-GAAP measure, of $21.5 million(1)(2) for the fourth quarter 2011 and $80.2 million for the full year 2011; |
• | Distributable cash flow, a non-GAAP measure, of $19.0 million, or $0.37 per common unit(1)(2) for the fourth quarter 2011 and $69.9 million, or $1.44 per common unit, for the full year 2011; |
• | ATLS declared a cash distribution of $0.24 per limited partner unit for the fourth quarter 2011, a $0.17 per unit increase, or over 200%, from the prior year comparable quarter. Coverage on the fourth quarter 2011 distribution was 1.5x; and, |
• | On a GAAP basis, net loss was $9.6 million for the fourth quarter 2011 compared to $47.0 million for the prior year comparable period. The loss for each period was caused primarily by non-cash expenses, including asset impairment write downs on certain oil & gas properties and losses on mark-to-market derivatives. Please see the reconciliation of GAAP net loss to adjusted EBITDA in the financial tables of this release for further information. |
(1) | A reconciliation of GAAP net loss 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 Formally Approves Distribution of Atlas Resource Partners’ Units to ATLS Unitholders
On February 16, 2012, ATLS and Atlas Resource Partners, L.P. (“ARP”), a newly formed exploration & production (“E&P”) master limited partnership (“MLP”) that will hold substantially all of ATLS’ current natural gas and oil development and production assets and its investment partnership business, announced that the board of directors of ATLS’ general partner approved the distribution of approximately 5.24 million ARP common units, representing an approximate 19.6% limited partner interest in ARP. The distribution of ARP units will be conducted on Tuesday, March 13, 2012 to all ATLS unitholders of record as of Tuesday, February 28, 2012. ATLS unitholders will receive 0.1021 of a common unit of ARP for each common unit of ATLS owned as of the close of business on the record date. ATLS unitholders will receive cash in lieu of fractional units of ARP, which will be aggregated and sold on their behalf by ATLS’ transfer agent.
Immediately after the distribution of the limited partner interests in ARP, ATLS will continue to hold common units representing an approximate 78.4% limited partner interest in ARP, as well as the general partner of ARP, which will hold a 2% general partner interest and all of the incentive distribution rights in ARP. The ownership of the incentive distribution rights becomes increasingly more valuable as the limited partner distributions of ARP increase. ATLS will also continue to own its existing interest in the midstream operations of Atlas Pipeline Partners, L.P. (NYSE: APL), ATLS’ midstream subsidiary, a leading natural gas gathering and processing MLP based in the Mid Continent region in Oklahoma and Texas.
E&P Operations & Investment Partnership Business
• | Average net daily production for the fourth quarter 2011 was 35.2 million cubic feet equivalents per day (“mmcfed”), including net daily production of 31.5 mmcfed for the Appalachia segment. |
• | As of December 31, 2011, ATLS had approximately 167.6 billion cubic feet equivalents in net proved natural gas & oil reserves, valued at a PV-10 amount of approximately $219.9 million, which does not include the value of ATLS’ commodity derivatives. The fair value of ATLS’ commodity derivatives at December 31, 2011 was approximately $29.9 million. |
• | Investment partnership margin(3) contributed $14.8 million to distributable cash flow for the fourth quarter 2011 compared with $10.4 million for the third 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. |
• | In December 2011, ATLS completed fundraising for Atlas Resources Series 31 - 2011, raising a total of approximately $42.1 million in investor capital for future drilling activity, bringing total funds raised in 2011 to approximately $141.9 million. ATLS expects to raise approximately $250 million in investor funds in 2012. |
(3) | Investment partnership margin is comprised of Well Construction and Completion margin, Well Services margin and Administration and Oversight Fee revenues. |
Interest in Atlas Pipeline Partners, L.P.
• | On January 26, 2012, APL declared a cash distribution of $0.55 per unit on its outstanding common limited partner units, representing the cash distribution for the quarter ended December 31, 2011, an $0.18 per unit increase, or 48.6%, from the prior year comparable quarter. ATLS received $5.2 million of cash distributions from APL on February 14, 2012, the payment date for the APL fourth quarter 2011 distribution, a $2.7 million, or over 100%, increase from the prior year comparable quarter. |
• | During the fourth quarter 2011, APL operated at or above nameplate capacity on all of its gathering and processing systems in the Mid Continent. APL processed approximately 601 mmcfd of natural gas in the fourth quarter 2011 amongst its WestOK, WestTX and Velma systems, a 23% increase over the prior year comparable quarter’s volumes. Record high volumes of approximately 58,600 bbl per day of gross natural gas liquids were generated from APL’s three processing systems in Oklahoma and Texas. |
• | APL recently provided updated adjusted EBITDA guidance for 2012 in a range of $200 million to $225 million, and also issued 2013 adjusted EBITDA guidance in a range of $250 million to $300 million. The growth in expected cash flow through 2013 is a result of organic expansion projects underway at APL, to increase throughput capacity and efficiency on all three of APL’s operating systems. |
• | At December 31, 2011, ATLS owned a 2.0% general partner interest, all of the incentive distribution rights, and a 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 fourth 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 $9.8 million for the fourth quarter 2011. The current period is presented net of $3.3 million fees received, net of $0.2 million associated costs, from ATLS’ Transition Service Agreement with Chevron Corp., through which ATLS has provided accounting and other services. 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 fourth quarter 2011. As of December 31, 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 $77.2 million. |
Hedging Summary
• | ATLS entered into additional derivative contracts during the fourth quarter 2011 and the early part of the first quarter of 2012 for its natural gas and oil production. ATLS currently has approximately 35.8 billion cubic feet equivalents of its future production hedged through 2016. A summary of the ATLS’ current derivative positions as of February 27, 2012 is as follows: |
Natural Gas
Fixed Price Swaps
Production Period | Average Fixed Price (per mcf)(a)(b) | Volumes (per mcf)(a) | % Hedged(c) | |||||||||
2012 | $ | 5.05 | 6,285,714 | 56 | % | |||||||
2013 | $ | 5.70 | 2,971,429 | 27 | % | |||||||
2014 | $ | 5.52 | 3,771,429 | 34 | % | |||||||
2015 | $ | 5.80 | 3,771,429 | 34 | % | |||||||
2016 | $ | 4.75 | 1,028,571 | 9 | % |
Costless Collars
Production Period | Average Floor Price (per mcf)(a)(b) | Average Ceiling Price (per mcf)(a)(b) | Volumes (per mcf)(a) | % Hedged(c) | ||||||||||||
2012 | $ | 4.43 | $ | 5.69 | 4,114,286 | 37 | % | |||||||||
2013 | $ | 4.76 | $ | 5.86 | 5,257,143 | 47 | % | |||||||||
2014 | $ | 4.58 | $ | 5.52 | 3,657,143 | 33 | % | |||||||||
2015 | $ | 4.66 | $ | 5.64 | 3,657,143 | 33 | % |
Crude Oil
Fixed Price Swaps
Production Period | Average Fixed Price (per bbl)(a) | Volumes (per bbl)(a) | % Hedged(c) | |||||||||
2012 | $ | 99.30 | 8,250 | 7 | % | |||||||
2013 | $ | 97.45 | 9,000 | 7 | % | |||||||
2014 | $ | 93.80 | 12,000 | 10 | % | |||||||
2015 | $ | 90.90 | 12,000 | 10 | % | |||||||
2016 | $ | 89.10 | 9,000 | 7 | % |
Costless Collars
Production Period | Average Floor Price (per bbl)(a) | Average Ceiling Price (per bbl)(a) | Volumes (bbls)(a) | % Hedged(c) | ||||||||||||
2012 | $ | 90.00 | $ | 117.91 | 60,000 | 49 | % | |||||||||
2013 | $ | 90.00 | $ | 116.40 | 60,000 | 49 | % | |||||||||
2014 | $ | 80.00 | $ | 121.25 | 24,000 | 19 | % | |||||||||
2015 | $ | 80.00 | $ | 120.75 | 24,000 | 19 | % |
(a) | “Mcf” represents thousand cubic feet; “bbl” represents barrel. |
(b) | Includes an estimated positive basis differential and Btu (British thermal units) adjustment. |
(c) | Hedge percentages based on Q4 2011 average production rates. |
* * *
Interested parties are invited to access the live webcast of an investor call with management regarding Atlas Energy, L.P.’s fourth quarter 2011 results on Tuesday, February 28, 2012 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 February 28, 2012 by dialing 888-286-8010, passcode:94367344.
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 168 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 Resource Partners, L.P.is currently a wholly owned subsidiary of Atlas Energy, L.P. and will become a publicly traded master limited partnership through a distribution by Atlas Energy, L.P. to its unitholders of common units representing limited partnership interests in Atlas Resource Partners. Prior to the distribution, Atlas Energy transferred substantially all of its current natural gas and oil development and production assets and investment partnership business to Atlas Resource Partners. Atlas Resource Partners has received authorization to have its common units listed on the New York Stock Exchange under the ticker symbol “ARP”.
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 unit data)
Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
2011 | 2010(1) | 2011(1) | 2010(1) | |||||||||||||
Revenues: | ||||||||||||||||
Gas and oil production | $ | 15,325 | $ | 22,234 | $ | 66,979 | $ | 93,050 | ||||||||
Well construction and completion | 70,947 | 30,117 | 135,283 | 206,802 | ||||||||||||
Gathering and processing | 346,181 | 261,892 | 1,329,753 | 945,228 | ||||||||||||
Administration and oversight | 2,668 | 2,243 | 7,741 | 9,716 | ||||||||||||
Well services | 4,752 | 5,405 | 19,803 | 20,994 | ||||||||||||
Loss on mark-to-market derivatives(2) | (29,405 | ) | (9,682 | ) | (20,453 | ) | (5,944 | ) | ||||||||
Other, net | 5,146 | 6,806 | 31,803 | 17,437 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total revenues | 415,614 | 319,015 | 1,570,909 | 1,287,283 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Costs and expenses: | ||||||||||||||||
Gas and oil production | 5,147 | 6,460 | 17,100 | 23,323 | ||||||||||||
Well construction and completion | 60,876 | 25,523 | 115,630 | 175,247 | ||||||||||||
Gathering and processing | 291,306 | 214,960 | 1,123,386 | 790,167 | ||||||||||||
Well services | 2,661 | 3,131 | 8,738 | 10,822 | ||||||||||||
General and administrative(1) | 23,538 | 12,211 | 80,584 | 37,561 | ||||||||||||
Depreciation, depletion and amortization | 27,855 | 28,079 | 109,373 | 115,655 | ||||||||||||
Asset impairment | 6,995 | 50,669 | 6,995 | 50,669 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total costs and expenses | 418,378 | 341,033 | 1,461,806 | 1,203,444 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Operating income (loss) | (2,764 | ) | (22,018 | ) | 109,103 | 83,839 | ||||||||||
Gain (loss) on asset sales | 570 | (10,729 | ) | 256,292 | (13,676 | ) | ||||||||||
Interest expense(1) | (7,434 | ) | (14,219 | ) | (38,394 | ) | (90,448 | ) | ||||||||
Loss on early extinguishment of debt | — | — | (19,574 | ) | (4,359 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Income (loss) from continuing operations | (9,628 | ) | (46,966 | ) | 307,427 | (24,644 | ) | |||||||||
Income (loss) from discontinued operations | — | 471 | (81 | ) | 321,155 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Net (loss) income | (9,628 | ) | (46,495 | ) | 307,346 | 296,511 | ||||||||||
Loss (income) attributable to non-controlling interests | 5,454 | 9,295 | (257,643 | ) | (245,764 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income (loss) after non-controlling interests | (4,174 | ) | (37,200 | ) | 49,703 | 50,747 | ||||||||||
Loss (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) | — | 33,192 | (4,711 | ) | (22,813 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income (loss) attributable to common limited partners | $ | (4,174 | ) | $ | (4,008 | ) | $ | 44,992 | $ | 27,934 | ||||||
|
|
|
|
|
|
|
| |||||||||
Net income (loss) attributable to common limited partners per unit – basic: | ||||||||||||||||
Income (loss) from continuing operations attributable to common limited partners | $ | (0.08 | ) | $ | (0.14 | ) | $ | 0.91 | $ | (0.43 | ) | |||||
Income from discontinued operations attributable to common limited partners | — | — | — | 1.44 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income (loss) attributable to common limited partners | $ | (0.08 | ) | $ | (0.14 | ) | $ | 0.91 | $ | 1.01 | ||||||
|
|
|
|
|
|
|
| |||||||||
Net income (loss) attributable to common limited partners per unit – diluted: | ||||||||||||||||
Income (loss) from continuing operations attributable to common limited partners | $ | (0.08 | ) | $ | (0.14 | ) | $ | 0.88 | $ | (0.43 | ) | |||||
Income from discontinued operations attributable to common limited partners | — | — | — | 1.44 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income (loss) attributable to common limited partners | $ | (0.08 | ) | $ | (0.14 | ) | $ | 0.88 | $ | 1.01 | ||||||
|
|
|
|
|
|
|
| |||||||||
Weighted average common limited partner units outstanding: | ||||||||||||||||
Basic | 51,271 | 27,762 | 48,235 | 27,718 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Diluted | 51,271 | 27,762 | 49,694 | 27,718 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income (loss) attributable to common limited partners: | ||||||||||||||||
Income (loss) from continuing operations | $ | (4,174 | ) | $ | (4,076 | ) | $ | 45,002 | $ | (11,994 | ) | |||||
Income (loss) from discontinued operations | — | 68 | (10 | ) | 39,928 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income (loss) attributable to common limited partners | $ | (4,174 | ) | $ | (4,008 | ) | $ | 44,992 | $ | 27,934 | ||||||
|
|
|
|
|
|
|
|
(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)
December 31, 2011 | December 31, 2010(1) | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 77,376 | $ | 247 | ||||
Accounts receivable | 136,853 | 120,697 | ||||||
Current portion of derivative asset | 15,447 | 36,621 | ||||||
Prepaid expenses and other | 59,234 | 23,652 | ||||||
|
|
|
| |||||
Total current assets | 288,910 | 181,217 | ||||||
Property, plant and equipment, net | 2,093,283 | 1,849,486 | ||||||
Intangible assets, net | 104,777 | 128,543 | ||||||
Investment in joint venture | 86,879 | 153,358 | ||||||
Goodwill, net | 31,784 | 31,784 | ||||||
Long-term derivative asset | 30,941 | 36,125 | ||||||
Other assets, net | 47,524 | 54,749 | ||||||
|
|
|
| |||||
$ | 2,684,098 | $ | 2,435,262 | |||||
|
|
|
| |||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt | $ | 2,085 | $ | 35,625 | ||||
Accounts payable | 93,554 | 75,339 | ||||||
Liabilities associated with drilling contracts | 71,719 | 65,072 | ||||||
Accrued producer liabilities | 88,096 | 72,996 | ||||||
Current portion of derivative liability | — | 4,917 | ||||||
Current portion of derivative payable to Drilling Partnerships | 20,900 | 30,797 | ||||||
Accrued interest | 1,629 | 1,921 | ||||||
Accrued well drilling and completion costs | 17,585 | 30,126 | ||||||
Advances from affiliates | — | 14,335 | ||||||
Accrued liabilities | 61,653 | 42,654 | ||||||
|
|
|
| |||||
Total current liabilities | 357,221 | 373,782 | ||||||
Long-term debt, less current portion | 522,055 | 565,764 | ||||||
Long-term derivative liability | — | 11,901 | ||||||
Long-term derivative payable to Drilling Partnerships | 15,272 | 34,796 | ||||||
Other long-term liabilities | 45,469 | 42,896 | ||||||
Commitments and contingencies | ||||||||
Partners’ Capital: | ||||||||
Common limited partners’ interests | 554,999 | 413,054 | ||||||
Accumulated other comprehensive income | 29,376 | 3,882 | ||||||
|
|
|
| |||||
584,375 | 416,936 | |||||||
Non-controlling interests | 1,159,706 | 989,187 | ||||||
|
|
|
| |||||
Total partners’ capital | 1,744,081 | 1,406,123 | ||||||
|
|
|
| |||||
$ | 2,684,098 | $ | 2,435,262 | |||||
|
|
|
|
(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 December 31, | Years Ended December 31, | |||||||||||||||
2011 | 2010(1) | 2011(1) | 2010(1) | |||||||||||||
Net income (loss) attributable to common limited partners per unit - basic | $ | (0.08 | ) | $ | (0.14 | ) | $ | 0.91 | $ | 1.01 | ||||||
Distributable cash flow per unit(2)(3) | $ | 0.37 | $ | — | $ | 1.36 | $ | — | ||||||||
Cash distributions paid per unit(4) | $ | 0.24 | $ | 0.07 | $ | 0.81 | $ | 0.12 | ||||||||
Production revenues (in thousands): | ||||||||||||||||
Natural gas | $ | 10,713 | $ | 17,829 | $ | 49,096 | $ | 75,630 | ||||||||
Oil | 2,716 | 2,461 | 10,057 | 10,541 | ||||||||||||
Natural gas liquids | 1,896 | 1,944 | 7,826 | 6,879 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total production revenues | $ | 15,325 | $ | 22,234 | $ | 66,979 | $ | 93,050 | ||||||||
|
|
|
|
|
|
|
| |||||||||
Production volume:(5)(6) | ||||||||||||||||
Appalachia(7): | ||||||||||||||||
Natural gas (Mcfd) | 26,886 | 30,539 | 27,843 | 33,872 | ||||||||||||
Oil (Bpd) | 339 | 321 | 307 | 373 | ||||||||||||
Natural gas liquids (Bpd) | 432 | 517 | 444 | 499 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total (Mcfed) | 31,507 | 35,568 | 32,352 | 39,107 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
New Albany/Antrim: | ||||||||||||||||
Natural gas (Mcfd) | 3,062 | 3,076 | 3,144 | 1,983 | ||||||||||||
Oil (Bpd) | — | — | — | — | ||||||||||||
Natural gas liquids (Bpd) | — | — | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total (Mcfed) | 3,062 | 3,076 | 3,144 | 1,983 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Niobrara: | ||||||||||||||||
Natural gas (Mcfd) | 612 | — | 416 | — | ||||||||||||
Oil (Bpd) | — | — | — | — | ||||||||||||
Natural gas liquids (Bpd) | — | — | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total (Mcfed) | 612 | — | 416 | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total: | ||||||||||||||||
Natural gas (Mcfd) | 30,560 | 33,616 | 31,403 | 35,855 | ||||||||||||
Oil (Bpd) | 339 | 321 | 307 | 373 | ||||||||||||
Natural gas liquids (Bpd) | 432 | 517 | 444 | 499 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total (Mcfed) | 35,182 | 38,644 | 35,912 | 41,090 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Average sales prices:(6) | ||||||||||||||||
Natural gas (per Mcf) (8) | $ | 4.20 | $ | 6.86 | $ | 4.98 | $ | 7.08 | ||||||||
Oil (per Bbl)(9) | $ | 87.19 | $ | 83.21 | $ | 89.70 | $ | 77.31 | ||||||||
Natural gas liquids (per Bbl) total realized price | $ | 47.74 | $ | 40.90 | $ | 48.26 | $ | 37.78 | ||||||||
Production costs:(6)(10) | ||||||||||||||||
Lease operating expenses per Mcfe | $ | 1.20 | $ | 1.27 | $ | 1.06 | $ | 1.27 | ||||||||
Production taxes per Mcfe | 0.08 | 0.05 | 0.10 | 0.04 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total production costs per Mcfe | $ | 1.28 | $ | 1.32 | $ | 1.16 | $ | 1.31 | ||||||||
Depletion per Mcfe(6) | $ | 2.10 | $ | 2.42 | $ | 2.09 | $ | 2.44 |
(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 the weighted average common limited partner units outstanding for the 4th quarter 2011 and the year ended December 31, 2011 of 51,271,000 and 51,253,000, respectively. For the year ended December 31, 2011, the weighted average common limited partner units outstanding utilized for the calculation 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 declared per limited partner unit for the respective period and paid by the Partnership within 50 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter. |
(5) | 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. |
(6) | “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. |
(7) | Appalachia consists of the Partnership’s production located in Pennsylvania, Ohio, New York, West Virginia and Tennessee. |
(8) | The Partnership’s average sales price for natural gas before the effects of financial hedging was $3.68 per Mcf and $3.85 per Mcf for the three months ended December 31, 2011 and 2010, respectively, and $4.53 per Mcf and $4.60 per Mcf for the years ended December 31, 2011 and 2010, respectively. These amounts exclude the impact of subordination of production revenues to investor partners within the investor partnerships. Including the effects of subordination, average natural gas sales prices were $3.81 per Mcf ($3.29 per Mcf before the effects of financial hedging) and $5.76 per Mcf ($2.76 per Mcf before the effects of financial hedging) for the three months ended December 31, 2011 and 2010, respectively, and $4.28 per Mcf ($3.83 per Mcf before the effects of financial hedging) and $5.78 per Mcf ($3.30 per Mcf before the effects of financial hedging) for the years ended December 31, 2011 and 2010, respectively. |
(9) | The Partnership’s average sales price for oil before the effects of financial hedging was $86.76 per barrel and $79.51 per barrel for the three months ended December 31, 2011 and 2010, respectively, and $89.07 per barrel and $71.37 per barrel for the year ended December 31, 2011 and 2010, respectively. |
(10) | 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 subordination of production revenue to investor partners within the Partnership’s investor partnerships. Including the effects of these costs, lease operating expenses per Mcfe were $0.98 per Mcfe ($1.06 per Mcfe for total production costs) and $0.89 per Mcfe ($0.94 per Mcfe for total production costs) for the three months ended December 31, 2011 and 2010, respectively, and $0.75 per Mcfe ($0.85 per Mcfe for total production costs) and $0.86 per Mcfe ($0.90 per Mcfe for total production costs) for the years ended December 31, 2011 and 2010, respectively. |
ATLAS ENERGY, L.P.
CAPITALIZATION INFORMATION
(unaudited; in thousands)
December 31, 2011 | December 31, 2010(1) | |||||||||||||||||||||||
Atlas Energy | Atlas Pipeline | Consolidated | Atlas Energy | Atlas Pipeline | Consolidated Combined | |||||||||||||||||||
Total debt | $ | — | $ | 522,055 | $ | 522,055 | $ | 35,415 | $ | 565,974 | $ | 601,389 | ||||||||||||
Less: Cash | (77,208 | ) | (168 | ) | (77,376 | ) | (83 | ) | (164 | ) | (247 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total net debt/(cash) | (77,208 | ) | 521,887 | 444,679 | 35,332 | 565,810 | 601,142 | |||||||||||||||||
Partners’ capital | 584,928 | 1,236,228 | 1,744,081 | (2) | 418,369 | 1,041,647 | 1,406,123 | (2) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total capitalization | $ | 507,720 | $ | 1,758,115 | $ | 2,188,760 | $ | 453,701 | $ | 1,607,457 | $ | 2,007,265 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
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 December 31, | Years Ended December 31, | |||||||||||||||
2011 | 2010(1) | 2011 | 2010(1) | |||||||||||||
Atlas Energy | ||||||||||||||||
Maintenance capital expenditures(2) | $ | 2,300 | $ | — | $ | 9,833 | $ | — | ||||||||
Expansion capital expenditures | 8,754 | 22,892 | 37,491 | 93,608 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 11,054 | $ | 22,892 | $ | 47,324 | $ | 93,608 | ||||||||
|
|
|
|
|
|
|
| |||||||||
Atlas Pipeline | ||||||||||||||||
Maintenance capital expenditures | $ | 4,796 | $ | 4,443 | $ | 18,247 | $ | 10,921 | ||||||||
Expansion capital expenditures | 92,486 | 10,999 | 227,179 | 34,831 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 97,282 | $ | 15,442 | $ | 245,426 | $ | 45,752 | ||||||||
|
|
|
|
|
|
|
| |||||||||
Consolidated Combined | ||||||||||||||||
Maintenance capital expenditures | $ | 7,096 | $ | 4,443 | $ | 28,080 | $ | 10,921 | ||||||||
Expansion capital expenditures | 101,240 | 33,891 | 264,670 | 128,439 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 108,336 | $ | 38,334 | $ | 292,750 | $ | 139,360 | ||||||||
|
|
|
|
|
|
|
|
(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 December 31, | Years Ended December 31, | |||||||||||||||
Atlas Energy Stand-Alone Adjusted EBITDA and | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Distributable Cash Flow Summary: | ||||||||||||||||
Gas and oil production margin | $ | 10,678 | $ | — | $ | 41,306 | $ | — | ||||||||
Well construction and completion margin | 10,071 | — | 17,145 | — | ||||||||||||
Administration and oversight margin | 2,668 | — | 6,729 | — | ||||||||||||
Well services margin | 2,091 | — | 9,528 | — | ||||||||||||
Gathering | (767 | ) | — | (2,437 | ) | — | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Gross Margin | 24,741 | — | 72,271 | — | ||||||||||||
Cash general and administrative expenses(1) | (9,800 | ) | (1,548 | ) | (24,953 | ) | (2,295 | ) | ||||||||
Atlas Pipeline cash distributions(2) | 5,195 | 2,534 | 16,558 | 4,911 | ||||||||||||
Other, net | 1,322 | — | 16,307 | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Adjusted EBITDA(3) | 21,458 | 986 | 80,183 | 2,616 | ||||||||||||
Cash interest expense(4) | (202 | ) | (1,031 | ) | (726 | ) | (3,175 | ) | ||||||||
Maintenance capital expenditures(5) | (2,300 | ) | — | (9,833 | ) | — | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Distributable Cash Flow(3) | $ | 18,956 | $ | (45 | ) | $ | 69,624 | $ | (559 | ) | ||||||
|
|
|
|
|
|
|
| |||||||||
Distributions Paid(6) | $ | 12,310 | $ | 1,948 | $ | 41,526 | $ | 3,334 | ||||||||
per limited partner unit | $ | 0.24 | $ | 0.07 | $ | 0.81 | $ | 0.12 | ||||||||
Reconciliation of non-GAAP measures to net income (loss) attributable to common limited partners(4): | ||||||||||||||||
Atlas Energy stand-alone distributable cash flow | $ | 18,956 | $ | (45 | ) | $ | 69,624 | $ | (559 | ) | ||||||
Distributable cash flow of Transferred Business as of and prior to February 17, 2011 (the date of acquisition)(7) | — | 24,117 | 8,261 | 115,778 | ||||||||||||
Atlas Pipeline net income attributable to common limited partners | 198 | (1,266 | ) | 37,753 | 34,674 | |||||||||||
Atlas Pipeline cash distributions(2) | (5,195 | ) | (2,534 | ) | (16,558 | ) | (4,911 | ) | ||||||||
Non-recurring acquisition costs | — | — | (2,087 | ) | — | |||||||||||
Depreciation, depletion and amortization | (7,919 | ) | (8,829 | ) | (31,938 | ) | (40,758 | ) | ||||||||
Asset impairment | (6,995 | ) | (50,669 | ) | (6,995 | ) | (50,669 | ) | ||||||||
Amortization of deferred finance costs | (154 | ) | — | (5,510 | ) | — | ||||||||||
Non-cash stock compensation expense | (4,201 | ) | (163 | ) | (13,132 | ) | (1,245 | ) | ||||||||
Maintenance capital expenditures(5) | 2,300 | — | 9,833 | — | ||||||||||||
Non-cash net gain (loss) on asset sales | 42 | — | 90 | (2,947 | ) | |||||||||||
Other non-cash adjustments(8) | (1,206 | ) | 2,189 | 362 | 1,384 | |||||||||||
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) | — | 33,192 | (4,711 | ) | (22,813 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Net (loss) income attributable to common limitedpartners | $ | (4,174 | ) | $ | (4,008 | ) | $ | 44,992 | $ | 27,934 | ||||||
|
|
|
|
|
|
|
|
(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 declared for the respective period and 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. |
(8) | For the three months ended December 31, 2011, includes $0.5 million of Pennsylvania impact fee related to periods prior to the 4th quarter 2011. The fee was instituted by the state of Pennsylvania subsequent to December 31, 2011, with the fee related to the full year 2011. The Partnership allocated the fee prorata to each of the quarterly periods during 2011. |
ATLAS ENERGY, L.P.
CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS
(unaudited; in thousands)
Three Months Ended December 31, 2011
Atlas Energy | Atlas Pipeline | Eliminations | Consolidated Combined | |||||||||||||
Revenues: | ||||||||||||||||
Gas and oil production | $ | 15,325 | $ | — | $ | — | $ | 15,325 | ||||||||
Well construction and completion | 70,947 | — | — | 70,947 | ||||||||||||
Gathering and processing | 3,698 | 342,483 | — | 346,181 | ||||||||||||
Administration and oversight | 2,668 | — | — | 2,668 | ||||||||||||
Well services | 4,752 | — | — | 4,752 | ||||||||||||
Loss on mark-to-market derivatives | — | (29,405 | ) | — | (29,405 | ) | ||||||||||
Other, net | 616 | 4,530 | — | 5,146 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total revenues | 98,006 | 317,608 | — | 415,614 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Costs and expenses: | ||||||||||||||||
Gas and oil production | 5,147 | — | — | 5,147 | ||||||||||||
Well construction and completion | 60,876 | — | — | 60,876 | ||||||||||||
Gathering and processing | 4,465 | 286,841 | — | 291,306 | ||||||||||||
Well services | 2,661 | — | — | 2,661 | ||||||||||||
General and administrative | 14,001 | 9,537 | — | 23,538 | ||||||||||||
Depreciation, depletion and amortization | 7,919 | 19,936 | — | 27,855 | ||||||||||||
Asset impairment | 6,995 | — | — | 6,995 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total costs and expenses | 102,064 | 316,314 | — | 418,378 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Operating (loss) income | (4,058 | ) | 1,294 | — | (2,764 | ) | ||||||||||
Gain on asset sales | 42 | 528 | — | 570 | ||||||||||||
Interest expense | (356 | ) | (7,078 | ) | — | (7,434 | ) | |||||||||
Loss on early extinguishment of debt | — | — | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Loss from continuing operations | (4,372 | ) | (5,256 | ) | — | (9,628 | ) | |||||||||
Discontinued operations | — | — | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net loss | (4,372 | ) | (5,256 | ) | — | (9,628 | ) | |||||||||
Income attributable to non-controlling interests | — | (1,708 | ) | 7,162 | 5,454 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Net loss attributable to common limited partners | $ | (4,372 | ) | $ | (6,964 | ) | $ | 7,162 | $ | (4,174 | ) | |||||
|
|
|
|
|
|
|
|
ATLAS ENERGY, L.P.
CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS
(unaudited; in thousands)
Three Months Ended December 31, 2010
Atlas Energy(1) | Atlas Pipeline | Eliminations | Consolidated Combined(1) | |||||||||||||
Revenues: | ||||||||||||||||
Gas and oil production | $ | 22,234 | $ | — | $ | — | $ | 22,234 | ||||||||
Well construction and completion | 30,117 | — | — | 30,117 | ||||||||||||
Gathering and processing | 2,673 | 259,219 | — | 261,892 | ||||||||||||
Administration and oversight | 2,243 | — | — | 2,243 | ||||||||||||
Well services | 5,405 | — | — | 5,405 | ||||||||||||
Loss on mark-to-market derivatives | — | (9,682 | ) | — | (9,682 | ) | ||||||||||
Other, net | 2,470 | 4,336 | — | 6,806 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total revenues | 65,142 | 253,873 | — | 319,015 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Costs and expenses: | ||||||||||||||||
Gas and oil production | 6,460 | — | — | 6,460 | ||||||||||||
Well construction and completion | 25,523 | — | — | 25,523 | ||||||||||||
Gathering and processing | 3,722 | 211,238 | — | 214,960 | ||||||||||||
Well services | 3,131 | — | — | 3,131 | ||||||||||||
General and administrative | 1,711 | (1) | 10,500 | — | 12,211 | |||||||||||
Depreciation, depletion and amortization | 8,829 | 19,250 | — | 28,079 | ||||||||||||
Asset impairment | 50,669 | — | — | 50,669 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total costs and expenses | 100,045 | 240,988 | — | 341,033 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Operating (loss) income | (34,903 | ) | 12,885 | — | (22,018 | ) | ||||||||||
Loss on asset sales | — | (10,729 | ) | — | (10,729 | ) | ||||||||||
Interest expense | (1,031 | )(1) | (13,188 | ) | — | (14,219 | ) | |||||||||
Loss on early extinguishment of debt | — | — | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Loss from continuing operations | (35,934 | ) | (11,032 | ) | — | (46,966 | ) | |||||||||
Discontinued operations | — | 471 | — | 471 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net loss | (35,934 | ) | (10,561 | ) | — | (46,495 | ) | |||||||||
Income attributable to non-controlling interests | — | (1,940 | ) | 11,235 | 9,295 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income after non-controlling interests | (35,934 | ) | (12,501 | ) | 11,235 | (37,200 | ) | |||||||||
Loss 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)) | 33,192 | — | — | 33,192 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net loss attributable to common limited partners | $ | (2,742 | ) | $ | (12,501 | ) | $ | 11,235 | $ | (4,008 | ) | |||||
|
|
|
|
|
|
|
|
(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)
Year Ended December 31, 2011
Atlas Energy(1) | Atlas Pipeline | Eliminations | Consolidated Combined(1) | |||||||||||||
Revenues: | ||||||||||||||||
Gas and oil production | $ | 66,979 | $ | — | $ | — | $ | 66,979 | ||||||||
Well construction and completion | 135,283 | — | — | 135,283 | ||||||||||||
Gathering and processing | 17,746 | 1,312,007 | — | 1,329,753 | ||||||||||||
Administration and oversight | 7,741 | — | — | 7,741 | ||||||||||||
Well services | 19,803 | — | — | 19,803 | ||||||||||||
Loss on mark-to-market derivatives | — | (20,453 | ) | — | (20,453 | ) | ||||||||||
Other, net | 16,572 | 15,231 | — | 31,803 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total revenues | 264,124 | 1,306,785 | — | 1,570,909 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Costs and expenses: | ||||||||||||||||
Gas and oil production | 17,100 | — | — | 17,100 | ||||||||||||
Well construction and completion | 115,630 | — | — | 115,630 | ||||||||||||
Gathering and processing | 20,842 | 1,102,544 | — | 1,123,386 | ||||||||||||
Well services | 8,738 | — | — | 8,738 | ||||||||||||
General and administrative | 44,230 | (1) | 36,354 | — | 80,584 | |||||||||||
Depreciation, depletion and amortization | 31,938 | 77,435 | — | 109,373 | ||||||||||||
Asset impairment | 6,995 | — | — | 6,995 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total costs and expenses | 245,473 | 1,216,333 | — | 1,461,806 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Operating income | 18,651 | 90,452 | — | 109,103 | ||||||||||||
Gain on asset sales | 90 | 256,202 | — | 256,292 | ||||||||||||
Interest expense | (6,791 | )(1) | (31,603 | ) | — | (38,394 | ) | |||||||||
Loss on early extinguishment of debt | — | (19,574 | ) | — | (19,574 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Income from continuing operations | 11,950 | 295,477 | — | 307,427 | ||||||||||||
Discontinued operations | — | (81 | ) | — | (81 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income | 11,950 | 295,396 | — | 307,346 | ||||||||||||
Income attributable to non-controlling interests | — | (6,200 | ) | (251,443 | ) | (257,643 | ) | |||||||||
|
|
|
|
|
|
|
| |||||||||
Net income after non-controlling interests | 11,950 | 289,196 | (251,443 | ) | 49,703 | |||||||||||
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 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income attributable to common limited partners | $ | 7,239 | $ | 289,196 | $ | (251,443 | ) | $ | 44,992 | |||||||
|
|
|
|
|
|
|
|
(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)
Year Ended December 31, 2010
Atlas Energy(1) | Atlas Pipeline | Eliminations | Consolidated Combined(1) | |||||||||||||
Revenues: | ||||||||||||||||
Gas and oil production | $ | 93,050 | $ | — | $ | — | $ | 93,050 | ||||||||
Well construction and completion | 206,802 | — | — | 206,802 | ||||||||||||
Gathering and processing | 14,087 | 931,141 | — | 945,228 | ||||||||||||
Administration and oversight | 9,716 | — | — | 9,716 | ||||||||||||
Well services | 20,994 | — | — | 20,994 | ||||||||||||
Loss on mark-to-market derivatives | — | (5,944 | ) | — | (5,944 | ) | ||||||||||
Other, net | 2,126 | 15,311 | — | 17,437 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total revenues | 346,775 | 940,508 | — | 1,287,283 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Costs and expenses: | ||||||||||||||||
Gas and oil production | 23,323 | — | — | 23,323 | ||||||||||||
Well construction and completion | 175,247 | — | — | 175,247 | ||||||||||||
Gathering and processing | 20,221 | 769,946 | — | 790,167 | ||||||||||||
Well services | 10,822 | — | — | 10,822 | ||||||||||||
General and administrative | 3,540 | (1) | 34,021 | — | 37,561 | |||||||||||
Depreciation, depletion and amortization | 40,758 | 74,897 | — | 115,655 | ||||||||||||
Asset impairment | 50,669 | — | — | 50,669 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total costs and expenses | 324,580 | 878,864 | — | 1,203,444 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Operating income | 22,195 | 61,644 | — | 83,839 | ||||||||||||
Loss on asset sales | (2,947 | ) | (10,729 | ) | — | (13,676 | ) | |||||||||
Interest expense | (3,175 | )(1) | (87,273 | ) | — | (90,448 | ) | |||||||||
Loss on early extinguishment of debt | — | (4,359 | ) | — | (4,359 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Income (loss) from continuing operations | 16,073 | (40,717 | ) | — | (24,644 | ) | ||||||||||
Discontinued operations | — | 321,155 | — | 321,155 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income | 16,073 | 280,438 | — | 296,511 | ||||||||||||
Income attributable to non-controlling interests | — | (5,518 | ) | (240,246 | ) | (245,764 | ) | |||||||||
|
|
|
|
|
|
|
| |||||||||
Net income after non-controlling interests | 16,073 | 274,920 | (240,246 | ) | 50,747 | |||||||||||
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)) | (22,813 | ) | — | — | (22,813 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Net (loss) income attributable to common limited partners | $ | (6,740 | ) | $ | 274,920 | $ | (240,246 | ) | $ | 27,934 | ||||||
|
|
|
|
|
|
|
|
(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)
December 31, 2011
ASSETS | Atlas Energy | Atlas Pipeline | Eliminations | Consolidated | ||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 77,208 | $ | 168 | $ | — | $ | 77,376 | ||||||||
Accounts receivable | 21,441 | 115,412 | — | 136,853 | ||||||||||||
Current portion of derivative asset | 13,802 | 1,645 | — | 15,447 | ||||||||||||
Prepaid expenses and other | 43,593 | 15,641 | — | 59,234 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total current assets | 156,044 | 132,866 | — | 288,910 | ||||||||||||
— | ||||||||||||||||
Property, plant and equipment, net | 525,454 | 1,567,829 | — | 2,093,283 | ||||||||||||
Goodwill and intangible assets, net | 33,285 | 103,276 | — | 136,561 | ||||||||||||
Long-term derivative asset | 16,127 | 14,814 | — | 30,941 | ||||||||||||
Investment in joint venture | — | 86,879 | — | 86,879 | ||||||||||||
Investment in subsidiaries | 77,075 | — | (77,075 | ) | — | |||||||||||
Other assets, net | 22,375 | 25,149 | — | 47,524 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
$ | 830,360 | $ | 1,930,813 | $ | (77,075 | ) | $ | 2,684,098 | ||||||||
|
|
|
|
|
|
|
| |||||||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Current portion of long-term debt | $ | — | $ | 2,085 | $ | — | $ | 2,085 | ||||||||
Accounts payable | 38,910 | 54,644 | — | 93,554 | ||||||||||||
Liabilities associated with drilling contracts | 71,719 | — | — | 71,719 | ||||||||||||
Accrued producer liabilities | — | 88,096 | — | 88,096 | ||||||||||||
Current portion of derivative liability | — | — | — | — | ||||||||||||
Current portion of derivative payable to Partnerships | 20,900 | — | — | 20,900 | ||||||||||||
Accrued interest | 5 | 1,624 | — | 1,629 | ||||||||||||
Accrued well drilling and completion costs | 17,585 | — | — | 17,585 | ||||||||||||
Advances from (receivable from) affiliates | (2,675 | ) | 2,675 | — | — | |||||||||||
Accrued liabilities | 38,370 | 23,283 | — | 61,653 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total current liabilities | 184,814 | 172,407 | — | 357,221 | ||||||||||||
— | ||||||||||||||||
Long-term debt, less current portion | — | 522,055 | — | 522,055 | ||||||||||||
Long-term derivative liability | — | — | — | — | ||||||||||||
Long-term derivative payable to Partnerships | 15,272 | — | 15,272 | |||||||||||||
Other long-term liabilities | 45,346 | 123 | — | 45,469 | ||||||||||||
Partners’ Capital: | ||||||||||||||||
Common limited partners’ interests | 554,999 | 1,269,019 | (1,269,019 | ) | 554,999 | |||||||||||
Accumulated other comprehensive income (loss) | 29,929 | (4,390 | ) | 3,837 | 29,376 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
584,928 | 1,264,629 | (1,265,182 | ) | 584,375 | ||||||||||||
Non-controlling interests | — | (28,401 | ) | 1,188,107 | 1,159,706 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Total partners’ capital | 584,928 | 1,236,228 | (77,075 | ) | 1,744,081 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
$ | 830,360 | $ | 1,930,813 | $ | (77,075 | ) | $ | 2,684,098 | ||||||||
|
|
|
|
|
|
|
|
ATLAS ENERGY, L.P.
CONDENSED CONSOLIDATING COMBINED BALANCE SHEETS
(unaudited; in thousands)
December 31, 2010
ASSETS | Atlas Energy(1) | Atlas Pipeline | Eliminations | Consolidated Combined(1) | ||||||||||||
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 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
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 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
$ | 724,307 | $ | 1,764,848 | $ | (53,893 | ) | $ | 2,435,262 | ||||||||
|
|
|
|
|
|
|
| |||||||||
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 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
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 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
418,369 | 1,074,184 | (1,075,617 | ) | 416,936 | ||||||||||||
Non-controlling interests | — | (32,537 | ) | 1,021,724 | 989,187 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Total partners’ capital | 418,369 | 1,041,647 | (53,893 | ) | 1,406,123 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
$ | 724,307 | $ | 1,764,848 | $ | (53,893 | ) | $ | 2,435,262 | ||||||||
|
|
|
|
|
|
|
|
(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 December 31, 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 | |||||
|
| |||||||
Total Atlas Energy ownership interests in Atlas Pipeline | 12.7 | % | ||||||
|
| |||||||
LIGHTFOOT CAPITAL PARTNERS, GP LLC: | ||||||||
Approximate general partner ownership interest | 15.9 | % | ||||||
Approximate limited partner ownership interest | 12.1 | % |