Exhibit 99.2
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma consolidated financial data reflects Atlas Resource Partners, L.P.’s (the “Partnership”) historical results as adjusted on a pro forma basis to give effect to its acquisitions of (i) certain assets from Carrizo Oil & Gas, Inc. (NASDAQ: CRZO; “Carrizo”) on April 30, 2012 and the related issuance of 6.0 million common limited partner units in a private placement to partially fund the purchase price, (ii) certain proved reserves and associated assets from Titan Operating, L.L.C. (“Titan”) on July 25, 2012 for 3.8 million common limited partner units and 3.8 million convertible Class B preferred units, as well as $15.4 million in cash for closing adjustments, (iii) DTE Gas Resources, LLC (“DTE”) for gross cash consideration of $257.4 million funded with borrowings under the Partnership’s revolving and term loan credit facilities, and (iv) certain oil and gas assets from EP Energy E&P Company, L.P. (“EP Energy”) for $705.9 million in cash, net of purchase price adjustments, funded with borrowings under the Partnership’s revolving credit facility, the issuance of its newly created Class C convertible preferred units to Atlas Energy, L.P. (NYSE: ATLS; “ATLS”) and the issuance of the Partnership’s 9.25% senior notes due August 15, 2021 (“9.25% Senior Notes”). The estimated adjustments to give effect to the acquisitions are described in the notes to the unaudited pro forma financial data.
The unaudited pro forma consolidated statements of operations information for the six months ended June 30, 2013 and the year ended December 31, 2012 assume the following transactions had occurred as of January 1, 2012. In addition, the pro forma consolidated balance sheet as of June 30, 2013 reflects the following transactions as if they had occurred on June 30, 2013:
| • | | the Carrizo acquisition for gross cash consideration of $190.0 million, net of $3.0 million of purchase price reductions for working capital and other amounts, which was funded through (i) the private placement of approximately 6.0 million common units at a negotiated purchase price of $20.00 per unit and (ii) borrowings of $67.5 million under the Partnership’s revolving credit facility; |
| • | | the Titan acquisition for 3.8 million common units and 3.8 million convertible Class B preferred units, as well as $15.4 million in cash for closing adjustments, which was funded through borrowings under the Partnership’s revolving credit facility; |
| • | | the sale of 7.9 million of the Partnership’s common units for net proceeds of $174.5 million, the net proceeds of which were used to repay borrowings under the Partnership’s revolving credit facility prior to funding the cash consideration for the DTE acquisition; |
| • | | the DTE acquisition for gross cash consideration of $257.4 million, including $2.4 million of adjustments for working capital, which was funded through borrowings of $179.8 million from the Partnership’s revolving credit facility and $77.6 from the Partnership’s term loan credit facility; |
| • | | the issuance of the Partnership’s 7.75% senior unsecured notes due on January 15, 2021 (“7.75% Senior Notes”) for net proceeds of $268.3 million, which were used to repay all of the indebtedness and accrued interest outstanding under the Partnership’s term loan credit facility and a portion of that outstanding under the Partnership’s revolving credit facility; and |
| • | | the EP Energy acquisition for cash consideration of $705.9 million, net of purchase price adjustments, which was funded through borrowings under the Partnership’s revolving credit facility, the sale of 15.0 million of the Partnership’s common units for net proceeds of $313.1 million (which were issued in June 2013), the issuance of its newly created Class C convertible preferred units to ATLS for $86.6 million and net proceeds of $242.8 million from the issuance of its 9.25% Senior Notes at a discount of 99.297% (which were issued in July 2013). The historical results of operations for the period January 1, 2012 to December 31, 2012 and from January 1, 2012 to June 30, 2012, which include the results of operations of EP Energy subsequent to its acquisition of the assets on May 24, 2012 and its related party predecessor, were combined for presentation purposes. |
The unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statements of operations were derived by adjusting the Partnership’s historical consolidated financial statements. However, management of the Partnership believes that the adjustments provide a reasonable basis for presenting the significant effects of the transactions described above. The unaudited pro forma financial data presented is for informational purposes only and is based upon available information and assumptions that management of the Partnership believes are reasonable under the circumstances. The allocation of the fair value of the assets acquired and liabilities assumed is based upon their estimated fair values, which are subject to adjustment and could change significantly as the Partnership continues to evaluate the preliminary allocations related to the DTE and EP Energy acquisitions. This unaudited pro forma financial information is not necessarily indicative of what the financial position or results of operations of the Partnership would have been had the transactions been consummated on the dates assumed, nor are they necessarily indicative of any future operating results or financial position. The Partnership may have performed differently had the transactions actually occurred on the dates assumed.
The Partnership was formed in October 2011 by ATLS, a publicly traded master-limited partnership, to own and operate substantially all of ATLS’s exploration and production assets, which were transferred to the Partnership on March 5, 2012. In February 2012, the board of directors of ATLS’s general partner approved the distribution of 5.24 million of the Partnership’s common limited partner units which were distributed on March 13, 2012 to ATLS’ unitholders using a ratio of 0.1021 of the Partnership’s common limited partner units for each of ATLS’ common units owned on the record date of February 28, 2012.
The Partnership’s historical consolidated balance sheet at June 30, 2013, its historical consolidated statement of operations for the six months ended June 30, 2013 and the portion of its historical consolidated statement of operations for the year ended December 31, 2012 subsequent to the transfer of assets on March 5, 2012, include its and its wholly-owned subsidiaries’ accounts. The portion of the Partnership’s historical consolidated statements of operations for the year ended December 31, 2012 prior to the transfer of assets on March 5, 2012 was derived from the separate records maintained by ATLS and may not necessarily be indicative of the conditions that would have existed if the Partnership had been operated as an unaffiliated entity. Accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the amounts reported in consolidated combined balance sheets and related consolidated combined statements of operations. Such estimates included allocations made from the historical accounting records of ATLS, based on management’s best estimates, in order to derive the Partnership’s financial statements for the periods presented prior to the transfer of assets. Actual balances and results could be different from those estimates.
With regard to the calculation of pro forma net income (loss) per common limited partner unit, the general partner’s Class A unit interest in net income (loss) is calculated on a quarterly basis based upon its 2% Class A ownership interest and incentive distributions, with a priority allocation of net income in an amount equal to the general partner’s actual incentive distributions for the respective period, in accordance with the partnership agreement, and the remaining net income or loss is allocated with respect to the general partner’s and limited partners’ ownership interests.
ATLAS RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 2013
(in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | |
| | Historical | | | Acquisition EP Energy | | | Adjustments | | | Pro Forma | |
ASSETS | | | | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 42,953 | | | $ | — | | | $ | 705,900 | (b) | | $ | 42,953 | |
| | | | | | | | | | | (705,900 | ) (d) | | | | |
| | | | |
Accounts receivable | | | 44,381 | | | | — | | | | — | | | | 44,381 | |
Current portion of derivative asset | | | 35,575 | | | | — | | | | — | | | | 35,575 | |
Subscriptions receivable | | | 11,036 | | | | — | | | | — | | | | 11,036 | |
Prepaid expenses and other | | | 9,765 | | | | — | | | | — | | | | 9,765 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 143,710 | | | | — | | | | — | | | | 143,710 | |
| | | | |
PROPERTY, PLANT AND EQUIPMENT, NET | | | 1,413,109 | | | | 722,803 | (a,w) | | | — | | | | 2,135,912 | |
GOODWILL AND INTANGIBLE ASSETS, NET | | | 32,940 | | | | — | | | | — | | | | 32,940 | |
LONG-TERM DERIVATIVE ASSET | | | 12,168 | | | | — | | | | — | | | | 12,168 | |
OTHER ASSETS, NET | | | 22,968 | | | | — | | | | 15,057 | (c) | | | 43,525 | |
| | | | | | | | | | | 5,500 | (c) | | | | |
| | | | | | | | | | | | | | | | |
| | $ | 1,624,895 | | | $ | 722,803 | | | $ | 20,557 | | | $ | 2,368,255 | |
| | | | | | | | | | | | | | | | |
| | | | |
LIABILITIES AND PARTNERS’ CAPITAL/EQUITY | | | | | | | | | | | | | | | | |
| | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 57,708 | | | $ | — | | | $ | — | | | $ | 57,708 | |
Current portion of derivative liability | | | 72 | | | | — | | | | — | | | | 72 | |
Current portion of derivative payable to Drilling Partnerships | | | 5,969 | | | | — | | | | — | | | | 5,969 | |
Accrued well drilling and completion costs | | | 52,425 | | | | — | | | | — | | | | 52,425 | |
Accrued liabilities | | | 22,615 | | | | — | | | | — | | | | 22,615 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 138,789 | | | | — | | | | — | | | | 138,789 | |
LONG-TERM DEBT, LESS CURRENT PORTION | | | 275,000 | | | | — | | | | 371,034 | (b) | | | 920,442 | |
| | | | | | | | | | | 248,241 | (b) | | | | |
| | | | | | | | | | | 26,167 | (c) | | | | |
| | | | |
LONG-TERM DERIVATIVE LIABILITY | | | 130 | | | | — | | | | — | | | | 130 | |
LONG-TERM DERIVATIVE PAYABLE TO DRILLING PARTNERSHIPS | | | 38 | | | | — | | | | — | | | | 38 | |
ASSET RETIREMENT OBLIGATIONS AND OTHER | | | 68,173 | | | | 16,903 | (a) | | | — | | | | 85,076 | |
| | | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | | | | |
| | | | |
PARTNERS’ CAPITAL/EQUITY: | | | | | | | | | | | | | | | | |
General partner’s interests | | | 6,788 | | | | — | | | | (112 | ) (c) | | | 6,676 | |
| | | | |
Preferred limited partners’ interests | | | 96,385 | | | | — | | | | 86,625 | (b) | | | 183,010 | |
| | | | |
Common limited partners’ interests | | | 1,003,274 | | | | — | | | | (5,498 | ) (c) | | | 997,776 | |
| | | | |
Equity | | | — | | | | 705,900 | (a) | | | (705,900 | ) (d) | | | — | |
| | | | |
Accumulated other comprehensive income | | | 36,318 | | | | — | | | | — | | | | 36,318 | |
| | | | | | | | | | | | | | | | |
Total partners’ capital/equity | | | 1,142,765 | | | | 705,900 | | | | (624,885 | ) | | | 1,223,780 | |
| | | | | | | | | | | | | | | | |
| | $ | 1,624,895 | | | $ | 722,803 | | | $ | 20,557 | | | $ | 2,368,255 | |
| | | | | | | | | | | | | | | | |
3
ATLAS RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2013
(in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | |
| | Historical | | | Acquisition EP Energy (1/1/13- 6/30/13) | | | Adjustments | | | Pro Forma | |
REVENUES: | | | | | | | | | | | | | | | | |
Gas and oil production | | $ | 93,158 | | | $ | 77,701 | | | $ | — | | | $ | 170,859 | |
Well construction and completion | | | 81,329 | | | | — | | | | — | | | | 81,329 | |
Gathering and processing | | | 8,048 | | | | — | | | | — | | | | 8,048 | |
Administration and oversight | | | 4,476 | | | | — | | | | — | | | | 4,476 | |
Well services | | | 9,680 | | | | — | | | | — | | | | 9,680 | |
Other, net | | | (1,317 | ) | | | — | | | | — | | | | (1,317 | ) |
| | | | | | | | | | | | | | | | |
Total revenues | | | 195,374 | | | | 77,701 | | | | — | | | | 273,075 | |
| | | | | | | | | | | | | | | | |
| | | | |
COSTS AND EXPENSES: | | | | | | | | | | | | | | | | |
| | | | |
Gas and oil production | | | 34,251 | | | | 35,615 | | | | — | | | | 69,866 | |
Well construction and completion | | | 70,721 | | | | — | | | | — | | | | 70,721 | |
Gathering and processing | | | 9,372 | | | | — | | | | — | | | | 9,372 | |
Well services | | | 4,623 | | | | — | | | | — | | | | 4,623 | |
General and administrative | | | 31,784 | | | | — | | | | (6,480 | )(1) | | | 25,304 | |
Depreciation, depletion and amortization | | | 43,405 | | | | 15,207 | | | | — | | | | 58,612 | |
| | | | | | | | | | | | | | | | |
Total costs and expenses | | | 194,156 | | | | 50,822 | | | | (6,480 | ) | | | 238,498 | |
| | | | | | | | | | | | | | | | |
| | | | |
OPERATING INCOME | | | 1,218 | | | | 26,879 | | | | 6,480 | | | | 34,577 | |
Interest expense | | | (11,397 | ) | | | — | | | | (1,359 | ) (e) | | | (24,327 | ) |
| | | | | | | | | | | (11,673 | ) (f) | | | | |
| | | | | | | | | | | (1,303 | ) (g) | | | | |
| | | | | | | | | | | (1,506 | ) (h) | | | | |
| | | | | | | | | | | (344 | ) (i) | | | | |
| | | | | | | | | | | 3,255 | (j) | | | | |
| | | | |
Loss on asset sales and disposal | | | (1,374 | ) | | | — | | | | — | | | | (1,374 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
NET INCOME (LOSS) | | | (11,553 | ) | | | 26,879 | | | | (6,450 | ) | | | 8,876 | |
| | | | |
Preferred limited partner dividends | | | (4,028 | ) | | | — | | | | (3,938 | ) (k) | | | (7,966 | ) |
| | | | | | | | | | | | | | | | |
NET LOSS ATTRIBUTABLE TO COMMON LIMITED PARTNERS AND THE GENERAL PARTNER | | $ | (15,581 | ) | | $ | 26,879 | | | $ | (10,388 | ) | | $ | 910 | |
| | | | | | | | | | | | | | | | |
| | | | |
ALLOCATION OF NET INCOME (LOSS) ATTRIBUTABLE TO COMMON LIMITED PARTNERS AND THE GENERAL PARTNER | | | | | | | | | | | | | | | | |
Common limited partners’ interest | | $ | (16,904 | ) | | | | | | | | | | $ | (743 | ) |
General partner’s interest | | | 1,323 | | | | | | | | | | | | 1,653 | |
| | | | | | | | | | | | | | | | |
NET LOSS ATTRIBUTABLE TO COMMON LIMITED PARTNERS AND THE GENERAL PARTNER | | $ | (15,581 | ) | | | | | | | | | | $ | 910 | |
| | | | | | | | | | | | | | | | |
| | | | |
NET LOSS ATTRIBUTABLE TO COMMON LIMITED PARTNERS PER UNIT: | | | | | | | | | | | | | | | | |
Basic | | $ | (0.37 | ) | | | | | | | | | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | |
Diluted | | $ | (0.37 | ) | | | | | | | | | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
WEIGHTED AVERAGE COMMON LIMITED PARTNER UNITS OUTSTANDING: | | | | | | | | | | | | | | | | |
Basic | | | 45,499 | | | | | | | | | | | | 59,044 | |
| | | | | | | | | | | | | | | | |
Diluted | | | 45,499 | | | | | | | | | | | | 59,044 | |
| | | | | | | | | | | | | | | | |
4
ATLAS RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2012
(in thousands, except per unit data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | For the Period from January 1 to April 30, 2012 | | | For the Period from January 1 to July 25, 2012 | | | For the Period from January 1 to December 20, 2012 | | | For the Year Ended December 31, 2012 | | | | | | | |
| | Historical | | | Carrizo | | | Titan | | | DTE | | | EP Energy | | | Adjustments | | | Pro Forma | |
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gas and oil production | | $ | 92,901 | | | $ | 6,878 | | | $ | 10,938 | | | $ | 53,060 | | | $ | 129,097 | | | $ | — | | | $ | 292,874 | |
Well construction and completion | | | 131,496 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 131,496 | |
Gathering and processing | | | 16,267 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 16,267 | |
Administration and oversight | | | 11,810 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,810 | |
Well services | | | 20,041 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 20,041 | |
Other, net | | | (4,886 | ) | | | — | | | | 68 | | | | (187 | ) | | | — | | | | — | | | | (5,005 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 267,629 | | | | 6,878 | | | | 11,006 | | | | 52,873 | | | | 129,097 | | | | — | | | | 467,483 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gas and oil production | | | 26,624 | | | | 4,278 | | | | 4,470 | | | | 21,295 | | | | 74,250 | | | | — | | | | 130,917 | |
Well construction and completion | | | 114,079 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 114,079 | |
Gathering and processing | | | 19,491 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 19,491 | |
Well services | | | 9,280 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,280 | |
General and administrative | | | 69,123 | | | | — | | | | 3,284 | | | | 7,091 | | | | — | | | | (21,475 | ) (l) | | | 58,023 | |
Chevron transaction expense | | | 7,670 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,670 | |
Depreciation, depletion and amortization | | | 52,582 | | | | — | | | | 11,511 | | | | 22,438 | | | | 68,449 | | | | 5,491 | (m) | | | 160,540 | |
| | | | | | | | | | | | | | | | | | | | | | | 69 | (n) | | | | |
| | | | | | | |
Asset impairment | | | 9,507 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,507 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total costs and expenses | | | 308,356 | | | | 4,278 | | | | 19,265 | | | | 50,824 | | | | 142,699 | | | | (15,915 | ) | | | 509,507 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
OPERATING INCOME (LOSS) | | | (40,727 | ) | | | 2,600 | | | | (8,259 | ) | | | 2,049 | | | | (13,602 | ) | | | 15,915 | | | | (42,024 | ) |
Interest expense | | | (4,195 | ) | | | — | | | | (1,683 | ) | | | (5,565 | ) | | | — | | | | (551 | ) (o) | | | (72,920 | ) |
| | | | | | | | | | | | | | | | | | | | | | | (5,441 | ) (p) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (265 | ) (q) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (7,058 | ) (r) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (836 | ) (s) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 551 | (t) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 265 | (t) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 7,058 | (t) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (21,314 | ) (u) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (3,587 | ) (e) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (23,345 | ) (f) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (3,011 | ) (h) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (688 | ) (i) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (3,255 | ) (j) | | | | |
| | | | | | | |
Loss on early extinguishment of debt | | | — | | | | — | | | | (810 | ) | | | — | | | | — | | | | — | | | | (810 | ) |
Loss on asset sales and disposal | | | (6,980 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (6,980 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NET INCOME (LOSS) | | | (51,902 | ) | | | 2,600 | | | | (10,752 | ) | | | (3,516 | ) | | | (13,602 | ) | | | (45,562 | ) | | | (122,734 | ) |
| | | | | | | |
Preferred limited partner dividends | | | (3,063 | ) | | | — | | | | — | | | | — | | | | — | | | | (7,650 | ) (k) | | | (14,102 | ) |
| | | | | | | | | | | | | | | | | | | | | | | (3,389 | ) (v) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NET INCOME (LOSS) ATTRIBUTABLE TO OWNER’S INTEREST, COMMON LIMITED PARTNERS AND THE GENERAL PARTNER | | $ | (54,965 | ) | | $ | 2,600 | | | $ | (10,752 | ) | | $ | (3,516 | ) | | $ | (13,602 | ) | | $ | (56,601 | ) | | $ | (136,836 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
ALLOCATION OF NET INCOME (LOSS): | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portion applicable to owner’s interest (period prior to the transfer of assets on March 5, 2012) | | $ | 250 | | | | | | | | | | | | | | | | | | | | | | | $ | (14,105 | ) |
Portion applicable to common limited partners and the general partner’s interests (period subsequent to the transfer of assets on March 5, 2012) | | | (55,215 | ) | | | | | | | | | | | | | | | | | | | | | | | (122,731 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NET INCOME (LOSS) ATTRIBUTABLE TO OWNER’S INTEREST, COMMON LIMITED PARTNERS AND THE GENERAL PARTNER | | $ | (54,965 | ) | | | | | | | | | | | | | | | | | | | | | | $ | (136,836 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
ALLOCATION OF NET INCOME (LOSS) ATTRIBUTABLE TO COMMON LIMITED PARTNERS AND THE GENERAL PARTNER: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common limited partners’ interest | | $ | (54,260 | ) | | | | | | | | | | | | | | | | | | | | | | $ | (120,276 | ) |
General partner’s interest | | | (955 | ) | | | | | | | | | | | | | | | | | | | | | | | (2,455 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss attributable to common limited partners and the general partner | | $ | (55,215 | ) | | | | | | | | | | | | | | | | | | | | | | $ | (122,731 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
NET LOSS ATTRIBUTABLE TO COMMON LIMITED PARTNERS PER UNIT: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | (1.59 | ) | | | | | | | | | | | | | | | | | | | | | | $ | (2.04 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted | | $ | (1.59 | ) | | | | | | | | | | | | | | | | | | | | | | $ | (2.04 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
WEIGHTED AVERAGE COMMON LIMITED PARTNER UNITS OUTSTANDING: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 34,039 | | | | | | | | | | | | | | | | | | | | | | | | 58,923 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted | | | 34,039 | | | | | | | | | | | | | | | | | | | | | | | | 58,923 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
5
ATLAS RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(a) | To reflect the preliminary purchase price allocation of the EP Energy Acquisition. Due to the recent date of the EP Energy Acquisition, the purchase price allocation for the assets acquired and liabilities assumed is based upon estimated fair values, which are subject to adjustment and could change significantly as the Partnership continues to evaluate this preliminary allocation. |
(b) | To reflect (i) $248.2 million of gross proceeds from the offering of the Partnership’s 9.25% Senior Notes in a private placement transaction at a discount of 99.297%; (ii) net borrowings of $371.1 million under the Partnership’s revolving credit facility; and (iii) net proceeds of $86.6 million of the Partnership’s Class C Preferred Units to ATLS. |
(c) | To reflect the partial application of borrowings under the Partnership’s revolving credit facility for (i) the payment of $15.1 million of revolving credit facility fees, which will be amortized over the remaining term of the respective debt instrument; (ii) the payment of $5.5 million of fees related to issuance of the 9.25% Senior Notes; and (iii) the payment of costs of $5.6 million related to the EP Energy Acquisition, which are expensed as incurred and are allocated between general partner’s interest and common limited partners’ interests. |
(d) | To reflect the consummation of the EP Energy Acquisition through the transfer to EP Energy of cash consideration of $705.9 million. |
(e) | To reflect the adjustment to interest expense related to the borrowings under the Partnership’s revolving credit facility to partially fund the acquisition of assets from EP Energy based on the interest rate of 2.0%. |
(f) | To reflect the adjustment to interest expense from the issuance of the 9.25% Senior Notes and the amortization of the debt discount associated with the 9.25% Senior Notes. |
(g) | To reflect the adjustment to interest expense on the 7.75% Senior Notes issued on January 23, 2013. |
(h) | To reflect the amortization of deferred financing costs incurred as a result of the EP Acquisition related to the Partnership’s revolving credit facility over the remainder of the facility’s respective term. |
(i) | To reflect the amortization of deferred financing costs related to the 9.25% Senior Notes. |
(j) | To reflect the adjustment to interest expense for the accelerated amortization of deferred financing costs associated with the retirement of the Partnership’s term loan facility and a portion of the outstanding indebtedness under its revolving credit facility with a portion of the proceeds from the Partnership’s issuance of the 7.75% Senior Notes. |
(k) | To reflect the Class C preferred unit dividend payments per quarter. |
(l) | To reflect the adjustment to general and administrative expense to exclude the Partnership’s acquisition-related costs incurred related to the acquisitions consummated per the pro forma financial statements. |
(m) | To reflect incremental depreciation, depletion and amortization expense, using the units-of-production method, related to the oil and natural gas properties acquired. |
(n) | To reflect incremental accretion expense related to $3.9 million of asset retirement obligations on oil and natural gas properties acquired. |
(o) | To reflect the adjustment to interest expense to finance the $67.5 million of borrowings under its revolving credit facility to partially fund the acquisition of assets from Carrizo based on the interest rate of 2.5%. |
(p) | To reflect the amortization of deferred financing costs incurred as a result of the Carrizo and DTE acquisitions related to its revolving credit facility and term loan credit facility over the remainder of the respective terms. |
(q) | To reflect the adjustment to interest expense to finance the $18.8 million of borrowings under the Partnership’s revolving credit facility to partially fund the acquisition of Titan based on the interest rate of 2.5%. |
(r) | To reflect the adjustment to interest expense resulting from borrowings of $75.4 million under the Partnership’s term loan credit facility and $18.3 million under the Partnership’s revolving credit facility, both of which were used by the Partnership to finance the DTE acquisition and related acquisition and financing costs, at a current interest rate of 7.8%. |
6
(s) | To reflect the amortization of deferred financing costs related to the Partnership’s 7.75% Senior Notes. |
(t) | To reflect the adjustment to interest expense resulting from the retirement of the Partnership’s term loan credit facility and repayment of amounts outstanding under its revolving credit facility with proceeds from the Partnership’s 7.75% Senior Notes. |
(u) | To reflect the adjustment to interest expense from the issuance of the Partnership’s 7.75% Senior Notes. |
(v) | To reflect the Class B preferred unit dividend payments per quarter. |
(w) | The following tables set forth certain unaudited pro forma information concerning the Partnership’s proved oil, natural gas and natural gas liquids reserves for the years ended December 31, 2012 and 2011, giving effect to the Properties acquired from EP Energy as if they had occurred on January 1, 2011. There are numerous uncertainties inherent in estimating the quantities of proved reserves and projecting future rates of production and timing of development costs. The following reserve data represent estimates only and should not be construed as being precise. |
Proved Gas and Oil Reserve Quantities
The pro forma net proved gas and oil reserves and changes in net proved gas and oil reserves attributable to the Properties are summarized below:
| | | | | | | | | | | | |
| | Historical | | | EP Energy | | | Pro Forma | |
| | | Natural Gas (Mcf) | |
Balance, January 1, 2011 | | | 176,065,003 | | | | 783,356,000 | | | | 959,421,003 | |
Extensions, discoveries and other additions | | | 9,966,952 | | | | 18,780,000 | | | | 28,746,952 | |
Sales of reserves in-place | | | (990 | ) | | | — | | | | (990 | ) |
Purchase of reserves in-place | | | 586,662 | | | | — | | | | 586,662 | |
Transfers to limited partnerships | | | (6,042,432 | ) | | | — | | | | (6,042,432 | ) |
Revisions(4) | | | (11,436,615 | ) | | | 14,150,000 | | | | 2,713,385 | |
Production | | | (11,462,149 | ) | | | (50,505,000 | ) | | | (61,967,149 | ) |
| | | | | | | | | | | | |
Balance, December 31, 2011 | | | 157,676,431 | | | | 765,781,000 | | | | 923,457,431 | |
Extensions, discoveries and other additions | | | 6,756,817 | | | | 1,705,000 | | | | 8,461,817 | |
Sales of reserves in-place | | | — | | | | — | | | | — | |
Purchase of reserves in-place | | | 462,504,519 | | | | — | | | | 462,504,519 | |
Transfers to limited partnerships | | | — | | | | — | | | | — | |
Revisions(5) | | | (27,760,192 | ) | | | (164,020,000 | ) | | | (191,780,192 | ) |
Production | | | (25,403,318 | ) | | | (47,030,000 | ) | | | (72,433,318 | ) |
| | | | | | | | | | | | |
Balance, December 31, 2012 | | | 573,774,257 | | | | 556,436,000 | | | | 1,130,210,257 | |
| | | |
Proved developed reserves at: | | | | | | | | | | | | |
January 1, 2011 | | | 137,393,017 | | | | 554,906,000 | | | | 692,299,017 | |
December 31, 2011 | | | 138,403,225 | | | | 545,237,000 | | | | 683,640,225 | |
December 31, 2012 | | | 338,655,324 | | | | 431,502,000 | | | | 770,157,324 | |
| | | |
Proved undeveloped reserves at: | | | | | | | | | | | | |
January 1, 2011 | | | 38,671,986 | | | | 228,450,000 | | | | 267,121,986 | |
December 31, 2011 | | | 19,273,206 | | | | 220,544,000 | | | | 239,817,206 | |
December 31, 2012 | | | 235,118,932 | | | | 124,934,000 | | | | 360,052,932 | |
| | | |
| | Historical | | | EP Energy | | | Pro Forma | |
| | | Oil (Bbl)(1) | |
Balance, January 1, 2011 | | | 1,832,535 | | | | — | | | | 1,832,535 | |
Extensions, discoveries and other additions | | | 8,217 | | | | — | | | | 8,217 | |
Sales of reserves in-place | | | — | | | | — | | | | — | |
Purchase of reserves in-place | | | 2,216 | | | | — | | | | 2,216 | |
Transfers to limited partnerships | | | — | | | | — | | | | — | |
7
| | | | | | | | | | | | |
| | Historical | | | EP Energy | | | Pro Forma | |
| | Oil (Bbl)(1) | |
Revisions(4) | | | 77,661 | | | | — | | | | 77,661 | |
Production | | | (274,330 | ) | | | — | | | | (274,330 | ) |
| | | | | | | | | | | | |
Balance, December 31, 2011 | | | 1,646,299 | | | | — | | | | 1,646,299 | |
Extensions, discoveries and other additions | | | 10,688 | | | | — | | | | 10,688 | |
Sales of reserves in-place | | | — | | | | — | | | | — | |
Purchase of reserves in-place | | | 7,485,998 | | | | — | | | | 7,485,998 | |
Transfers to limited partnerships | | | — | | | | — | | | | — | |
Revisions | | | (153,413 | ) | | | — | | | | (153,413 | ) |
Production | | | (120,736 | ) | | | — | | | | (120,736 | ) |
| | | | | | | | | | | | |
Balance, December 31, 2012 | | | 8,868,836 | | | | — | | | | 8,868,836 | |
| | | |
Proved developed reserves at: | | | | | | | | | | | | |
January 1, 2011 | | | 1,832,535 | | | | — | | | | 1,832,535 | |
December 31, 2011 | | | 1,638,083 | | | | — | | | | 1,638,083 | |
December 31, 2012 | | | 3,400,447 | | | | — | | | | 3,400,447 | |
| | | |
Proved undeveloped reserves at: | | | | | | | | | | | | |
January 1, 2011 | | | — | | | | — | | | | — | |
December 31, 2011 | | | 8,216 | | | | — | | | | 8,216 | |
December 31, 2012 | | | 5,468,389 | | | | — | | | | 5,468,389 | |
| | | |
| | Historical | | | EP Energy | | | Pro Forma | |
| | | Natural Gas Liquids (Bbl)(1) | |
Balance, January 1, 2011 | | | — | | | | — | | | | — | |
Extensions, discoveries and other additions | | | — | | | | — | | | | — | |
Sales of reserves in-place | | | — | | | | — | | | | — | |
Purchase of reserves in-place | | | — | | | | — | | | | — | |
Transfers to limited partnerships | | | — | | | | — | | | | — | |
Revisions | | | — | | | | — | | | | — | |
Production | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Balance, December 31, 2011 | | | — | | | | — | | | | — | |
Extensions, discoveries and other additions | | | — | | | | — | | | | — | |
Sales of reserves in-place | | | — | | | | — | | | | — | |
Purchase of reserves in-place | | | 16,212,356 | | | | — | | | | 16,212,356 | |
Transfers to limited partnerships | | | — | | | | — | | | | — | |
Revisions(5) | | | 206,091 | | | | — | | | | 206,091 | |
Production | | | (356,550 | ) | | | — | | | | (356,550 | ) |
| | | | | | | | | | | | |
Balance, December 31, 2012 | | | 16,061,897 | | | | — | | | | 16,061,897 | |
| | | |
Proved developed reserves at: | | | | | | | | | | | | |
January 1, 2011 | | | — | | | | — | | | | — | |
December 31, 2011 | | | — | | | | — | | | | — | |
December 31, 2012 | | | 7,884,778 | | | | — | | | | 7,884,778 | |
8
| | | | | | | | | | | | |
| | Historical | | | EP Energy | | | Pro Forma | |
| | | Natural Gas Liquids (Bbl)(1) | |
Proved undeveloped reserves at: | | | | | | | | | | | | |
January 1, 2011 | | | — | | | | — | | | | — | |
December 31, 2011 | | | — | | | | — | | | | — | |
December 31, 2012 | | | 8,177,120 | | | | — | | | | 8,177,120 | |
(1) | Oil includes NGL information for the year ended December 31, 2011, which was less than 500 MBbls. |
Standardized Measure
The pro forma standardized measure of discounted future net cash flows before income taxes related to the proved gas and oil reserves of the Properties is as follows (in thousands):
| | | | | | | | | | | | |
| | For the Year Ended December 31, 2012 | |
| | Historical | | | EP Energy | | | Pro Forma | |
Future cash inflows | | $ | 2,930,514 | | | $ | 1,321,983 | | | $ | 4,252,497 | |
Future production costs | | | (1,185,084 | ) | | | (738,248 | ) | | | (1,923,332 | ) |
Future development costs | | | (441,423 | ) | | | (163,469 | ) | | | (604,892 | ) |
| | | | | | | | | | | | |
Future net cash flows | | | 1,304,007 | | | | 420,266 | | | | 1,724,273 | |
Less 10% annual discount for estimated timing of cash flows | | | (680,331 | ) | | | (201,674 | ) | | | (882,005 | ) |
| | | | | | | | | | | | |
Standardized measure of discounted future net cash flows | | $ | 623,676 | | | $ | 218,592 | | | $ | 842,268 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | For the Year Ended December 31, 2011 | |
| | Historical | | | EP Energy | | | Pro Forma | |
Future cash inflows | | $ | 949,286 | | | $ | 2,822,400 | | | $ | 3,771,686 | |
Future production costs | | | (425,493 | ) | | | (1,204,952 | ) | | | (1,630,445 | ) |
Future development costs | | | (27,266 | ) | | | (298,624 | ) | | | (325,890 | ) |
| | | | | | | | | | | | |
Future net cash flows | | | 496,527 | | | | 1,318,824 | | | | 1,815,351 | |
Less 10% annual discount for estimated timing of cash flows | | | (276,668 | ) | | | (726,648 | ) | | | (1,003,316 | ) |
| | | | | | | | | | | | |
Standardized measure of discounted future net cash flows | | $ | 219,859 | | | $ | 592,176 | | | $ | 812,035 | |
| | | | | | | | | | | | |
FASB requirements for gas and oil reserve estimation and disclosure require that reserve estimates and future cash flows be based on the average market prices for sales of gas and oil on the first calendar day of each month during the year. The average prices used for 2012 and 2011 under these rules were $2.76 and $4.12 per Mcf.
Changes in Standardized Measure
Pro forma changes in the standardized measure of discounted future net cash flows before income taxes related to the proved gas and oil reserves of the Properties are as follows:
| | | | | | | | | | | | |
| | Year Ended December 31, 2012 | |
| | Historical | | | EP Energy | | | Pro Forma | |
Balance, beginning of year | | $ | 219,859 | | | $ | 592,176 | | | $ | 812,035 | |
Increase (decrease) in discounted future net cash flows: | | | | | | | | | | | | |
Sales and transfers of oil and gas, net of related costs | | | (54,969 | ) | | | (78,153 | ) | | | (133,122 | ) |
Net changes in prices and production costs | | | (87 | ) | | | (349,076 | ) | | | (349,163 | ) |
Revisions of previous quantity estimates | | | (6,378 | ) | | | (94,806 | ) | | | (101,184 | ) |
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| | | | | | | | | | | | |
| | Year Ended December 31, 2012 | |
| | Historical | | | EP Energy | | | Pro Forma | |
Development costs incurred | | | 575 | | | | 2,000 | | | | 2,575 | |
Changes in future development costs | | | — | | | | 73,781 | | | | 73,781 | |
Transfers to limited partnerships | | | — | | | | — | | | | — | |
Extensions, discoveries, and improved recovery less related costs | | | 64 | | | | 540 | | | | 604 | |
Purchases of reserves in-place | | | 510,467 | | | | — | | | | 510,467 | |
Sales of reserves in-place | | | — | | | | — | | | | — | |
Accretion of discount | | | 21,986 | | | | 72,665 | | | | 94,651 | |
Estimated settlement of asset retirement obligations | | | (2,823 | ) | | | — | | | | (2,823 | ) |
Estimated proceeds on disposals of well equipment | | | 3,806 | | | | — | | | | 3,806 | |
Changes in production rates (timing) and other | | | (68,824 | ) | | | (535 | ) | | | (69,359 | ) |
| | | | | | | | | | | | |
Outstanding, end of year | | $ | 623,676 | | | $ | 218,592 | | | $ | 842,268 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Year Ended December 31, 2011 | |
| | Historical | | | EP Energy | | | Pro Forma | |
Balance, beginning of year | | $ | 236,630 | | | $ | 660,619 | | | $ | 897,249 | |
Increase (decrease) in discounted future net cash flows: | | | | | | | | | | | | |
Sales and transfers of oil and gas, net of related costs | | | (46,304 | ) | | | (137,357 | ) | | | (183,661 | ) |
Net changes in prices and production costs | | | (34 | ) | | | (26,668 | ) | | | (26,702 | ) |
Revisions of previous quantity estimates | | | 757 | | | | 16,432 | | | | 17,189 | |
Development costs incurred | | | 1,842 | | | | 22,392 | | | | 24,234 | |
Changes in future development costs | | | (3,591 | ) | | | (15,697 | ) | | | (19,288 | ) |
Transfers to limited partnerships | | | (8,022 | ) | | | — | | | | (8,022 | ) |
Extensions, discoveries, and improved recovery less related costs | | | 14,923 | | | | 10,650 | | | | 25,573 | |
Purchases of reserves in-place | | | 736 | | | | — | | | | 736 | |
Sales of reserves in-place | | | (1 | ) | | | — | | | | (1 | ) |
Accretion of discount | | | 23,663 | | | | 80,681 | | | | 104,344 | |
Estimated settlement of asset retirement obligations | | | (3,105 | ) | | | — | | | | (3,105 | ) |
Estimated proceeds on disposals of well equipment | | | 3,363 | | | | — | | | | 3,363 | |
Changes in production rates (timing) and other | | | (998 | ) | | | (18,876 | ) | | | (19,874 | ) |
| | | | | | | | | | | | |
Outstanding, end of year | | $ | 219,859 | | | $ | 592,176 | | | $ | 812,046 | |
| | | | | | | | | | | | |
10