UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 10, 2007
Atlas Energy Resources, LLC
(Exact name of registrant as specified in its chapter)
| Delaware | 1-33193 | 75-3218520 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Westpointe Corporate Center One, 1550 Coraopolis Heights Road, Moon Township, PA | 15108 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 412-262-2830
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
On September 10, 2007, Atlas Energy Resources, LLC (“ATN”) commenced presentations to certain existing investors. The investor presentation materials are attached as exhibit 99.1 to the report on Form 8-K filed on September 10, 2007. These presentations included information regarding EBITDA, pro forma EBITDA and segment margin, which are non-GAAP financial measures.
EBITDA is defined as earnings before interest, taxes, depreciation, depletion and amortization. Pro forma EBITDA is defined as EBITDA plus net gathering fees originally expensed that ATN is not obligated to pay after its initial public offering on December 18, 2006. ATN believes the presentation of EBITDA and pro forma EBITDA helps investors understand its operating performance and makes it easier to compare ATN’s results with those of other companies that have different financing and capital structures or tax rates. EBITDA and pro forma EBITDA should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. ATN’s calculation of EBITDA may be different from measures reported by other companies and from the EBITDA calculation used for its credit facility. The following reconciles ATN’s net income before taxes to EBITDA and pro forma EBITDA for the periods presented in the investor presentation, and includes restatements from ATN’s previous fiscal year end of September 30 to conform to its current fiscal year end of December 31:
Six months ended | ||||||||||||
Net income before cumulative effect of accounting change | $ | 61,606 | ||||||||||
Plus interest expense | 1,940 | |||||||||||
Plus depreciation, depletion and amortization | 12,675 | |||||||||||
EBITDA | 76,221 | |||||||||||
Net gathering fee-Atlas Pipeline | — | |||||||||||
Pro forma EBITDA | $ | 76,221 | ||||||||||
| Year ended December 31, 2006 | ||||||||||||
Net income before cumulative effect of accounting change | $ | 51,827 | ||||||||||
Plus interest expense | — | |||||||||||
Plus depreciation, depletion and amortization | 22,491 | |||||||||||
EBITDA | 74,318 | |||||||||||
Net gathering fee-Atlas Pipeline | 20,294 | |||||||||||
Pro forma EBITDA | $ | 94,612 | ||||||||||
| Twelve months ended September 30, 2005 | Less three months ended December 31, 2004 | Plus three months ended | Year ended December 31, 2005 | |||||||||
Net income before cumulative effect of accounting change | $ | 41,423 | $ | 10,388 | $ | 13,779 | $ | 44,814 | ||||
Plus interest expense | — | — | — | |||||||||
Plus depreciation, depletion and amortization | 14,061 | 3,165 | 4,916 | 15,812 | ||||||||
EBITDA | 55,484 | 13,553 | 18,695 | 60,626 | ||||||||
Net gathering fee-Atlas Pipeline | 17,622 | 4,143 | 6,561 | 28,326 | ||||||||
Pro forma EBITDA | $ | 73,106 | $ | 17,696 | $ | 25,256 | $ | 80,666 | ||||
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| Twelve months ended September 30, 2004 | Less three months ended | Plus three months ended December 31, 2004 | Year ended December 31, 2004 | |||||||||
Net income before cumulative effect of accounting change | $ | 27,568 | $ | 2,666 | $ | 10,388 | $ | 35,290 | ||||
Plus interest expense | — | — | ||||||||||
Plus depreciation, depletion and | — | |||||||||||
amortization | 12,064 | 2,739 | 3,165 | 12,490 | ||||||||
EBITDA | 39,632 | 5,405 | 13,553 | 47,780 | ||||||||
Net gathering fee-Atlas Pipeline | 13,051 | 2,674 | 4,143 | 14,520 | ||||||||
Pro forma EBITDA | $ | 52,683 | $ | 8,079 | $ | 17,696 | $ | 62,300 | ||||
Segment margin is defined as total operating revenues less total related direct operating costs, excluding direct depreciation, depletion and amortization, for each of ATN’s operating segments. Segment margin equals the sum of gas and oil production and partnership management segments’ gross margins. ATN includes segment margin as a supplemental disclosure because it represents the aggregate results of its operating segments. As an indicator of its operating performance, segment margin should not be considered an alternative to, or more meaningful than, net income or cash flow as determined in accordance with GAAP. ATN’s segment margin may not be comparable to a similarly titled measure of another company because other entities may not calculate segment margin in the same manner. The following reconciles segment margin to gross margin for the periods presented in the investor presentation, and includes restatements from its previous fiscal year end of September 30 to conform to its current fiscal year end of December 31.
| Six months ended June 30, 2007 | |||
Gas and oil production | $ | 64,485 | |
Partnership management | |||
Well construction and completion | 17,937 | ||
Administration and oversight | 7,983 | ||
Well services | 3,686 | ||
| 29,606 | |||
Total segment margin | 94,091 | ||
Less segment depreciation, depletion, and amortization | 11,371 | ||
Less gathering fee-Atlas Pipeline | |||
Gross margin | $ | 82,720 | |
| Year ended December 31, 2006 | |||
Gas and oil production | $ | 74,568 | |
Partnership management | |||
Well construction and completion | 25,901 | ||
Administration and oversight | 4,425 | ||
Well services | 12,953 | ||
| 43,279 | |||
Total segment margin | 117,847 | ||
Less segment depreciation, depletion, and amortization | 22,070 | ||
Less gathering fee-Atlas Pipeline | 20,294 | ||
Gross margin | $ | 75,483 | |
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| Twelve months ended September 30, 2005 | Less three months December 31, 2004 | Plus three months ended December 31, 2005 | Year ended December 31, 2005 | |||||||||
Gas and oil production | $ | 55,333 | $ | 12,857 | $ | 21,645 | $ | 64,121 | ||||
Partnership management | ||||||||||||
Well construction and completion | 17,522 | 3,986 | 5,497 | 19,034 | ||||||||
Administration and oversight | 9,590 | 2,156 | 2,964 | 10,398 | ||||||||
Well services | 4,385 | 1,057 | 1,074 | 4,402 | ||||||||
| 31,498 | 7,199 | 9,535 | 33,834 | |||||||||
Total segment margin | 86,831 | 20,056 | 31,180 | 97,955 | ||||||||
Less segment depreciation, depletion, and amortization | 13,611 | 2,985 | 4,813 | 15,439 | ||||||||
Less gathering fee-Atlas Pipeline | 17,622 | 4,143 | 6,561 | 20,040 | ||||||||
Gross margin | $ | 55,598 | $ | 12,928 | $ | 19,806 | $ | 62,476 | ||||
| Twelve months ended September 30, 2004 | Less three months ended December 31, 2003 | Plus three months ended December 31, 2004 | Year ended December 31, 2004 | |||||||||
Gas and oil production | $ | 39,688 | $ | 8,510 | $ | 12,857 | $ | 44,035 | ||||
Partnership management | ||||||||||||
Well construction and completion | 11,332 | 2,864 | 3,986 | 12,454 | ||||||||
Administration and oversight | 8,396 | 2,431 | 2,156 | 8,121 | ||||||||
Well services | 4,031 | 895 | 1,057 | 4,193 | ||||||||
| 23,760 | 6,191 | 7,199 | 24,768 | |||||||||
Total segment margin | 63,448 | 14,700 | 20,056 | 68,804 | ||||||||
Less segment depreciation, depletion, and amortization | 11,326 | 2,856 | 2,985 | 11,455 | ||||||||
Less gathering fee-Atlas Pipeline | 13,051 | 2,674 | 4,143 | 14,520 | ||||||||
Gross margin | $ | 39,071 | $ | 9,171 | $ | 12,928 | $ | 42,828 | ||||
| Twelve months ended September 30, 2003 | Less three months ended December 31, 2002 | Plus three months ended December 31, 2003 | Year ended December 31, 2003 | |||||||||
Gas and oil production | $ | 30,154 | $ | 6,484 | $ | 8,510 | $ | 32,179 | ||||
Partnership management | ||||||||||||
Well construction and completion | 6,897 | 858 | 2,864 | 8,903 | ||||||||
Administration and oversight | 5,043 | 799 | 2,431 | 6,675 | ||||||||
Well services | 3,861 | 1,030 | 895 | 3,727 | ||||||||
| 15,801 | 2,687 | 6,191 | 19,305 | |||||||||
Total segment margin | 45,955 | 9,170 | 14,700 | 51,485 | ||||||||
Less segment depreciation, depletion, and amortization | 9,340 | 2,446 | 2,856 | 9,750 | ||||||||
Less gathering fee-Atlas Pipeline | 10,695 | 1,827 | 2,674 | 11,542 | ||||||||
Gross margin | $ | 25,920 | $ | 4,897 | $ | 9,170 | $ | 30,193 | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: September 11, 2007 | Atlas Energy Resources, LLC | |||||||
| By: | /s/ Matthew A. Jones | |||||||
| Its Chief Financial Officer | ||||||||
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