Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 11, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Atlas Energy Group, LLC | |
Entity Central Index Key | 1,623,595 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Units Outstanding | 26,061,818 | |
Trading Symbol | ATLS |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 11,916 | $ 12,009 |
Accounts receivable | 789 | 835 |
Current derivative assets | 132 | |
Prepaid expenses and other | 49 | 40 |
Total current assets | 12,886 | 12,884 |
Property, plant and equipment, net | 67,766 | 68,899 |
Long-term derivative assets | 37 | |
Other assets, net | 21,578 | 23,293 |
Total assets | 102,267 | 105,076 |
Current liabilities: | ||
Accounts payable | 687 | 890 |
Advances from affiliates | 10,253 | 4,147 |
Current portion of derivative payable | 284 | |
Accrued interest | 54 | 28 |
Accrued liabilities | 5,793 | 12,050 |
Current portion of long-term debt | 85,756 | 81,100 |
Total current liabilities | 102,543 | 98,499 |
Long-term derivative liability | 280 | |
Asset retirement obligations and other | 2,834 | 4,863 |
Commitments and contingencies (Note 8) | ||
Unitholders’ equity (deficit): | ||
Common unitholders’ equity (deficit) | (121,596) | (115,734) |
Series A preferred equity | 46,747 | 45,148 |
Warrants | 1,868 | 1,868 |
Unitholders'/owner's equity excluding non-controlling interests | (72,981) | (68,718) |
Non-controlling interests | 69,871 | 70,152 |
Total unitholders’ equity (deficit) | (3,110) | 1,434 |
Total liabilities and unitholders’ equity (deficit) | $ 102,267 | $ 105,076 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Gas and oil production | $ 2,396 | $ 51,593 |
Gain (loss) on mark-to-market derivatives | 757 | 46,453 |
Other, net | 722 | 334 |
Total revenues | 3,875 | 106,862 |
Costs and expenses: | ||
Gas and oil production | 952 | 36,656 |
General and administrative | 1,785 | 21,920 |
Depreciation, depletion and amortization | 1,112 | 34,272 |
Total costs and expenses | 3,849 | 99,131 |
Operating income | 26 | 7,731 |
Interest expense | (4,929) | (29,448) |
Gain on early extinguishment of debt, net | 20,445 | |
Net loss | (4,903) | (1,272) |
Preferred unitholders’ dividends | (339) | |
Net (income) loss attributable to non-controlling interests | 281 | (5,340) |
Net loss attributable to unitholders’ interests | $ (4,622) | $ (6,951) |
Net loss attributable to unitholders per common unit (Note 2): | ||
Basic and diluted | $ (0.18) | $ (0.27) |
Weighted average common units outstanding (Note 2): | ||
Basic and diluted | 26,062 | 26,028 |
Atlas Resource Partners, L.P. | ||
Revenues: | ||
Drilling Partnerships management | $ 8,482 | |
Costs and expenses: | ||
Drilling Partnerships management | $ 6,283 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (4,903) | $ (1,272) |
Other comprehensive loss: | ||
Reclassification to mark-to-market gains | (3,515) | |
Total other comprehensive loss | (3,515) | |
Comprehensive loss | (4,903) | (4,787) |
Comprehensive (income) loss attributable to non-controlling interests | 281 | (2,611) |
Comprehensive loss attributable to unitholders’ interest | $ (4,622) | $ (7,398) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN UNITHOLDERS' EQUITY (DEFICIT) (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Series A Preferred Equity | Common Unitholders' Equity (Deficit) | Warrants | Non-Controlling Interest |
Balance at Dec. 31, 2016 | $ 1,434 | $ 45,148 | $ (115,734) | $ 1,868 | $ 70,152 |
Balance units at Dec. 31, 2016 | 1,805,858 | 26,044,592 | 4,668,044 | ||
Issuance of units | $ 1,599 | $ (1,599) | |||
Issuance of units (units) | 63,945 | ||||
Net issued and unissued units under incentive plan | 359 | $ 359 | |||
Net issued and unissued units under incentive plan (units) | 17,226 | ||||
Net income (loss) | (4,903) | $ (4,622) | (281) | ||
Balance at Mar. 31, 2017 | $ (3,110) | $ 46,747 | $ (121,596) | $ 1,868 | $ 69,871 |
Balance units at Mar. 31, 2017 | 1,869,803 | 26,061,818 | 4,668,044 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,903) | $ (1,272) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, depletion and amortization | 1,112 | 34,272 |
Gain on early extinguishment of debts, net | (20,445) | |
Gain on derivatives | (705) | (40,428) |
Amortization of deferred financing costs and debt discount | 374 | 4,365 |
Non-cash compensation expense | 359 | 1,905 |
Paid-in-kind interest | 4,303 | |
Distributions paid to non-controlling interests | (9,447) | |
Equity income in unconsolidated companies | (722) | (220) |
Distributions received from unconsolidated companies | 404 | 471 |
Changes in operating assets and liabilities: | ||
Accounts receivable, prepaid expenses and other | 6,102 | 67,447 |
Accounts payable and accrued liabilities | (6,409) | (69,974) |
Net cash used in operating activities | (85) | (33,326) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (18,719) | |
Other | 1,634 | |
Net cash used in investing activities | (17,085) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under ARP’s revolving credit facility | 135,000 | |
Repayments under ARP’s revolving credit facility | (55,000) | |
ARP senior note repurchases | (5,528) | |
Net proceeds from issuance of our subsidiaries’ units to the public | (1,319) | |
Dividends to preferred unitholders | (1,015) | |
Deferred financing costs, distribution equivalent rights and other | (8) | (697) |
Net cash provided by (used in) financing activities | (8) | 67,191 |
Net change in cash and cash equivalents | (93) | 16,780 |
Cash and cash equivalents, beginning of year | 12,009 | 31,214 |
Cash and cash equivalents, end of period | $ 11,916 | 47,994 |
Atlas Energy | Term loan facilities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments under term loan facilities | $ (4,250) |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | NOTE 1—ORGANIZATION We are a publicly traded (OTCQX: ATLS) Delaware limited liability company formed in October 2011. Unless the context otherwise requires, references to “Atlas Energy Group, LLC,” “the Company,” “we,” “us,” “our” and “our company,” refer to Atlas Energy Group, LLC, and our consolidated subsidiaries. Our operations primarily consist of our ownership interests in the following: • Commencing September 1, 2016, Titan Energy, LLC (“Titan”), an independent developer and producer of natural gas, crude oil and natural gas liquids (“NGL”) with operations in basins across the United States but primarily focused on the horizontal development of resource potential from the Eagle Ford Shale in South Texas. Titan Energy Management, LLC, our wholly owned subsidiary (“Titan Management”), holds the Series A Preferred Share of Titan, which entitles us to receive 2% of the aggregate of distributions paid to shareholders (as if we held 2% of Titan’s members’ equity, subject to potential dilution in the event of future equity interests) and to appoint four of seven directors. Titan sponsors and manages tax-advantaged investment partnerships (the “Drilling Partnerships”), in which it coinvests, to finance a portion of its natural gas, crude oil and NGL production activities. As discussed further below, Titan is the successor to the business and operations of Atlas Resource Partners, L.P. (“ARP”); • Through August 31, 2016, 100% of the general partner Class A units, all of the incentive distribution rights, and an approximate 23.3% limited partner interest (consisting of 24,712,471 common limited partner units) in ARP. As discussed further below, ARP was the predecessor to the business and operations of Titan; • All of the incentive distribution rights, an 80.0% general partner interest and a 2.1% limited partner interest in Atlas Growth Partners, L.P. (“AGP”), a Delaware limited partnership and an independent developer and producer of natural gas, crude oil and NGLs with operations primarily focused in the Eagle Ford Shale in South Texas; and • 12.0% limited partner interest in Lightfoot Capital Partners, L.P. (“Lightfoot L.P.”) and a 15.9% general partner interest in Lightfoot Capital Partners GP, LLC (“Lightfoot G.P.” and together with Lightfoot L.P., “Lightfoot”), the general partner of Lightfoot L.P., an entity for which Jonathan Cohen, Executive Chairman of the Company’s board of directors, is the Chairman of the board of directors. Lightfoot focuses its investments primarily on incubating new MLPs and providing capital to existing MLPs in need of additional equity or structured debt. At March 31, 2017, we had 26,061,818 common units issued and outstanding. ARP Restructuring and Emergence from Chapter 11 Proceedings On July 25, 2016, we, solely with respect to certain sections thereof, along with ARP and certain of its subsidiaries, entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) with certain of ARP’s and such subsidiaries’ lenders (the “Restructuring Support Parties”) to support ARP’s restructuring pursuant to a pre-packaged plan of reorganization (the “Plan”). On July 27, 2016, ARP and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court,” and the cases commenced thereby, the “Chapter 11 Filings”). The cases commenced thereby were jointly administered under the caption “In re: ATLAS RESOURCE PARTNERS, L.P., et al.” On August 26, 2016, an order confirming the Plan was entered by the Bankruptcy Court. On September 1, 2016, (the “Plan Effective Date”), pursuant to the Plan, the following occurred: • ARP’s first lien lenders received cash payment of all obligations owed to them by ARP pursuant to the senior secured revolving credit facility (other than $440 million of principal and face amount of letters of credit) and became lenders under Titan’s first lien exit facility credit agreement, composed of a $410 million conforming reserve-based tranche and a $30 million non-conforming tranche. • ARP’s second lien lenders received a pro rata share of Titan’s second lien exit facility credit agreement with an aggregate principal amount of $252.5 million. In addition, ARP’s second lien lenders received a pro rata share of 10% of Titan’s common shares, subject to dilution by a management incentive plan. • ARP’s senior note holders, in exchange for 100% of the $668 million aggregate principal amount of senior notes outstanding plus accrued but unpaid interest as of the commencement of the Chapter 11 Filings, received 90% of Titan’s common shares, subject to dilution by a management incentive plan. • all of ARP’s preferred limited partnership units and common limited partnership units were cancelled without the receipt of any consideration or recovery. • ARP transferred all of its assets and operations to Titan as a new holding company and ARP dissolved. As a result, Titan became the successor issuer to ARP for purposes of and pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended. • Titan Management received a Series A Preferred Share of Titan, which entitles Titan Management to receive 2% of the aggregate of distributions paid to shareholders (as if it held 2% of Titan’s members’ equity, subject to potential dilution in the event of future equity interests) and to appoint four of seven directors and certain other rights. Four of the seven initial members of the board of directors of Titan are designated by Titan Management (the “Titan Class A Directors”). For so long as Titan Management holds such preferred share, the Titan Class A Directors will be appointed by a majority of the Titan Class A Directors then in office. Titan has a continuing right to purchase the preferred share at fair market value (as determined pursuant to the methodology provided for in Titan’s limited liability company agreement), subject to the receipt of certain approvals, including the holders of at least 67% of the outstanding common shares of Titan unaffiliated with Titan Management voting in favor of the exercise of the right to purchase the preferred share. We were not a party to ARP’s Restructuring. We remain controlled by the same ownership group and management team and thus, ARP’s Restructuring did not have a material impact on the ability of management to operate us or our other businesses. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the applicable rules and regulations of the Securities Exchange Commission regarding interim financial reporting and include all adjustments that are necessary for a fair presentation of our consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. For a more complete discussion of our accounting policies and certain other information, refer to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31 2016. We determined that ARP (through the Plan Effective Date, as discussed further below) and AGP are variable interest entities (“VIE’s”) based on their respective partnership agreements, our power, as the general partner, to direct the activities that most significantly impact each of their respective economic performance, and our ownership of each of their respective incentive distribution rights. Accordingly, we consolidated the financial statements of ARP (until the date of ARP’s Chapter 11 Filings, as discussed further below) and AGP into our condensed consolidated financial statements. Our consolidated VIE’s operating results and asset balances are presented separately in Note 10 – Operating Segment Information. As the general partner for both ARP (through the Plan Effective Date) and AGP, we have unlimited liability for the obligations of ARP (through the Plan Effective Date) and AGP except for those contractual obligations that are expressly made without recourse to the general partner. The non-controlling interests in ARP (through the date of ARP’s Chapter 11 Filings, as discussed further below) and AGP are reflected as (income) loss attributable to non-controlling interests in the condensed consolidated statements of operations and as a component of unitholders’ equity on the condensed consolidated balance sheets. All material intercompany transactions have been eliminated. In connection with ARP’s Chapter 11 Filings on July 27, 2016, we deconsolidated ARP’s financial statements from our condensed consolidated financial statements, as we no longer had the power to direct the activities that most significantly impacted ARP’s economic performance; however, we retained the ability to exercise significant influence over the operating and financial decisions of ARP and therefore applied the equity method of accounting for our investment in ARP up to the Plan Effective Date. As a result of these changes, our condensed consolidated financial statements subsequent to ARP’s Chapter 11 Filings will not be comparable to our condensed consolidated financial statements prior to ARP’s Chapter 11 Filings. Our financial results for future periods following the application of equity method accounting will be different from historical trends and the differences may be material. Certain reclassifications have been made to our condensed consolidated financial statements for the prior year periods to conform to classifications used in the current year, specifically related to ARP’s Drilling Partnerships management, which includes all of ARP’s managing and operating activities specific to ARP’s Drilling Partnerships including well construction and completion, administration and oversight, well services and gathering and processing. We previously presented these revenue and expense items separately; however, due to the deconsolidation of ARP on the date of the Chapter 11 Filings, we have aggregated these items to be presented as one combined revenue item and one combined expense item. As a result of this change, we have restated our prior year condensed consolidated statements of operations to conform to our current presentation. In accordance with established practice in the oil and gas industry, our condensed consolidated financial statements include our pro-rata share of assets, liabilities, income and lease operating and general and administrative costs and expenses of the Drilling Partnerships in which ARP has an interest through the date of ARP’s Chapter 11 Filings. Such interests generally approximate 30%. Our condensed consolidated financial statements do not include proportional consolidation of the depletion or impairment expenses of the Drilling Partnerships through the date of ARP’s Chapter 11 Filings. Rather, ARP calculated these items specific to its own economics through the date of ARP’s Chapter 11 Filings. On the Plan Effective Date, we determined that Titan is a VIE based on its limited liability company agreement and the delegation of management and omnibus agreements between Titan and Titan Management, which provide us the power to direct activities that most significantly impact Titan’s economic performance, but we do not have a controlling financial interest. As a result, we do not consolidate Titan but rather apply the equity method of accounting as we have the ability to exercise significant influence over Titan’s operating and financial decisions. Liquidity, Capital Resources, and Ability to Continue as a Going Concern Our primary sources of liquidity are cash distributions received with respect to our ownership interests in AGP, Lightfoot, and Titan and AGP’s annual management fee. However, neither Titan nor AGP are currently paying distributions. Our primary cash requirements, in addition to normal operating expenses, are for debt service and capital expenditures, which we expect to fund through operating cash flow, and cash distributions received. Accordingly, our sources of liquidity are currently not sufficient to satisfy our obligations under our credit agreements. The significant risks and uncertainties related to our primary sources of liquidity raise substantial doubt about our ability to continue as a going concern. If we are unable to remain in compliance with the covenants under our credit agreements (as described in Note 4), absent relief from our lenders, we maybe be forced to repay or refinance such indebtedness. Upon the occurrence of an event of default, the lenders under our credit agreements could elect to declare all amounts outstanding immediately due and payable and could terminate all commitments to extend further credit. If an event of default occurs, we will not have sufficient liquidity to repay all of our outstanding indebtedness, and as a result, there would be substantial doubt regarding our ability to continue as a going concern. In addition to the $39.0 million of indebtedness due on September 30, 2017, we classified the remaining $47.9 million of outstanding indebtedness under our credit agreements as a current liability, based on the uncertainty regarding future covenant compliance. In total, we have $85.8 million of outstanding indebtedness under our credit agreements, which is net of $0.9 million of debt discounts and $0.2 million of deferred financing costs, as current portion of long term debt, net on our condensed consolidated balance sheet as of March 31, 2017. We continually monitor our capital markets and capital structures and may make changes from time to time, with the goal of maintaining financial flexibility, preserving or improving liquidity, strengthening the balance sheet, meeting debt service obligations and/or achieving cost efficiency. For example, we could pursue options such as refinancing or reorganizing our indebtedness or capital structure or seek to raise additional capital through debt or equity financing to address our liquidity concerns and high debt levels. There is no certainty that we will be able to implement any such options, and we cannot provide any assurances that any refinancing or changes to our debt or equity capital structure would be possible or that additional equity or debt financing could be obtained on acceptable terms, if at all, and such options may result in a wide range of outcomes for our stakeholders, including cancellation of debt income (“CODI”) which would be directly allocated to our unitholders and reported on such unitholders’ separate returns. It is possible additional adjustments to our strategic plan and outlook may occur based on market conditions and our needs at that time, which could include selling assets or seeking additional partners to develop our assets. Our condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. If we cannot continue as a going concern, adjustments to the carrying values and classification of our assets and liabilities and the reported amounts of income and expenses could be required and could be material. Atlas Growth Partners – Liquidity, Capital Resources, and Ability to Continue as a Going Concern AGP has historically funded its operations, acquisitions and cash distributions primarily through cash generated from operations and financing activities, including its private placement offering completed in 2015. AGP’s future cash flows are subject to a number of variables, including oil and natural gas prices. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2017. These lower commodity prices have negatively impacted AGP’s revenues, earnings and cash flows. Sustained low commodity prices will have a material and adverse effect on AGP’s liquidity position. On November 2, 2016, AGP decided to temporarily suspend its current primary offering efforts in light of new regulations and the challenging fund raising environment until such time as market participants have had an opportunity to ascertain the impact of such issues. In addition, AGP’s board of directors suspended its quarterly common unit distributions, beginning with the three months ended September 30, 2016, in order to retain its cash flow and reinvest in its business and assets. Accordingly, these decisions raise substantial doubt about AGP’s ability to continue as a going concern. Management determined that substantial doubt is alleviated through management’s plans to reduce AGP’s general and administrative expenses, the majority of which represent allocations from us. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities that exist at the date of our condensed consolidated financial statements, as well as the reported amounts of revenue and costs and expenses during the reporting periods. Our condensed consolidated financial statements are based on a number of significant estimates, including revenue and expense accruals, depletion of gas and oil properties, and fair value of derivative instruments. The oil and gas industry principally conducts its business by processing actual transactions as many as 60 days after the month of delivery. Consequently, the most recent two months’ financial results were recorded using estimated volumes and contract market prices. Actual results could differ from those estimates. Equity Method Investments Investment in Titan . At March 31, 2017, we had a 2% Series A Preferred interest in Titan. We account for our investment under the equity method of accounting due to our ability to exercise significant influence. As of March 31, 2017 and December 31, 2016, the net carrying amount of our investment in Titan was $0.5 million and zero, respectively. During the three months ended March 31, 2017, we recognized equity income of $0.5 million, within other, net on our condensed consolidated statements of operations. Investment in Lightfoot. At March 31, 2017, we had an approximate 12.0% interest in Lightfoot L.P. and an approximate 15.9% interest in Lightfoot G.P., the general partner of Lightfoot L.P. We account for our investment in Lightfoot under the equity method of accounting due to our ability to exercise significant influence. As of March 31, 2017 and December 31, 2016, the net carrying amount of our investment in Lightfoot was $18.6 million and $18.7 million, respectively. During both the three months ended March 31, 2017 and 2016, we recognized equity income of $0.2 million within other, net on our condensed consolidated statements of operations. During the three months ended March 31, 2017 and 2016, we received net cash distributions of approximately $0.4 million and $0.5 million, respectively. Rabbi Trust In 2011, we established an excess 401(k) plan relating to certain executives. In connection with the plan, we established a “rabbi” trust for the contributed amounts. At March 31, 2017 and December 31, 2016, we reflected $2.2 million and $4.2 million, respectively, related to the value of the rabbi trust within other assets, net on our condensed consolidated balance sheets, and recorded corresponding liabilities of $2.2 million and $4.2 million, respectively, as of those same dates, within asset retirement obligations and other on our condensed consolidated balance sheets. During the three months ended March 31, 2017 and 2016, we distributed $2.1 million and $2.3 million, respectively, to certain executives related to the rabbi trust. Net Income (Loss) Per Common Unit Basic net income (loss) attributable to common unitholders per unit is computed by dividing net income (loss) attributable to common unitholders, which is determined after the deduction of net income attributable to participating securities and the preferred unitholders’ interests, if applicable, by the weighted average number of common units outstanding during the period. The following is a reconciliation of net income (loss) allocated to the common unitholders for purposes of calculating net income (loss) attributable to common unitholders per unit (in thousands): Three Months Ended March 31 2017 2016 Net loss $ (4,903 ) $ (1,272 ) Preferred unitholders’ dividends — (339 ) (Income) loss attributable to non-controlling interests 281 (5,340 ) Net loss attributable to common unitholders (4,622 ) (6,951 ) Less: Net income attributable to participating securities – phantom units (1) — — Net loss utilized in the calculation of net loss attributable to common unitholders per unit – diluted (1) $ (4,622 ) $ (6,951 ) (1) Net income (loss) attributable to common unitholders for the net income (loss) attributable to common unitholders per unit calculation is net income (loss) attributable to common unitholders, less income allocable to participating securities. For the three months ended March 31, 2017 and 2016, net loss attributable to common unitholder’s ownership interest was not allocated to approximately 178,000 and 263,000 phantom units, respectively, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity. Diluted net income (loss) attributable to common unitholders per unit is calculated by dividing net income (loss) attributable to common unitholders, less income allocable to participating securities, by the sum of the weighted average number of common unitholder units outstanding and the dilutive effect of unit option awards and convertible preferred units, as calculated by the treasury stock or if converted methods, as applicable. Unit options consist of common units issuable upon payment of an exercise price by the participant under the terms of our long-term incentive plan. The following table sets forth the reconciliation of our weighted average number of common units used to compute basic net loss attributable to common unitholders per unit with those used to compute diluted net loss attributable to common unitholders per unit (in thousands): Three Months Ended March 31 2017 2016 Weighted average number of common units—basic 26,062 26,028 Add effect of dilutive incentive awards (1) — — Add effect of dilutive convertible preferred units and warrants (2) — — Weighted average number of common units—diluted 26,062 26,028 (1) For the three months ended March 31, 2017 and 2016, approximately 3,521,000 and 2,689,000 phantom units, respectively, were excluded from the computation of diluted net income (loss) attributable to common unitholders per unit, because the inclusion of such units would have been anti-dilutive. (2) Our warrants issued in connection with the Second Lien Credit Agreement in 2016 and our convertible Series A Preferred Units were excluded from the computation of diluted earnings attributable to common unitholders per unit, because the inclusion of such warrants and units would have been anti-dilutive. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) updated the accounting guidance related to leases. The updated accounting guidance requires lessees to recognize a lease asset and liability at the commencement date of all leases (with the exception of short-term leases), initially measured at the present value of the lease payments. The updated guidance is effective for us as of January 1, 2019 and requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest period presented. We are currently in the process of determining the impact that the updated accounting guidance will have on our condensed combined consolidated financial statements. In May 2014, the FASB updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing clearer guidance on when an entity should recognize revenue, and by reducing the number of standards to which an entity has to refer. In July 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The updated accounting guidance provides companies with alternative methods of adoption. We are evaluating the impact of this updated accounting guidance on our consolidated financial statements, and based on the continuing evaluation of our revenue streams, this accounting guidance is not expected to have a material impact on our net income (loss). This accounting guidance will require that our revenue recognition policy disclosures include further detail regarding our performance obligations as to the nature, amount, timing, and estimates of revenue and cash flows generated from our contracts with customers. We are still in the process of determining whether or not we will use the retrospective method or the modified retrospective approach to implementation. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 3—PROPERTY, PLANT AND EQUIPMENT The following is a summary of property, plant and equipment at the dates indicated (in thousands): March 31, December 31, 2017 2016 Natural gas and oil properties: Proved properties $ 84,619 $ 84,631 Unproved properties 63,322 63,314 Support equipment and other 3,188 3,188 Total natural gas and oil properties 151,129 151,133 Less – accumulated depreciation, depletion and amortization (83,363 ) (82,234 ) $ 67,766 $ 68,899 During the three months ended March 31, 2016, we recognized $18.7 million of non-cash investing activities capital expenditures, which were reflected within the changes in accounts payable and accrued liabilities on our condensed consolidated statements of cash flows. We capitalized interest on ARP’s borrowed funds related to capital projects only for periods that activities were in progress to bring these projects to their intended use. The weighted average interest rates used to capitalize interest on combined borrowed funds by ARP was 6.7% for the three months ended March 31, 2016. The aggregate amount of interest capitalized by ARP was $2.4 million for the three months ended March 31, 2016. For the three months ended March 31, 2016, we recorded $1.7 million of ARP’s, accretion expense related to asset retirement obligations within depreciation, depletion and amortization in our condensed consolidated statements of operations. For the three months ended March 31, 2016, ARP recorded liabilities of $2.8 million in asset retirement obligations in our condensed consolidated balance sheet due to the liquidation of some of ARP’s Drilling Partnerships. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4—DEBT Total debt consists of the following at the dates indicated (in thousands): March 31, December 31, 2017 2016 First Lien Credit Agreement $ 39,003 $ 37,962 Second Lien Credit Agreement 47,855 44,593 Debt discount, net of accumulated amortization of $934 and $623 (934 ) (1,244 ) Deferred financing costs, net of accumulated amortization of $2,588 and $2,538, respectively (168 ) (211 ) Total debt, net 85,756 81,100 Less current maturities (85,756 ) (81,100 ) Total long-term debt, net $ — $ — Cash Interest. Cash payments for interest were $0.2 million and $42.6 million for the three months ended March 31, 2017 and 2016, respectively. Credit Agreements First Lien Credit Agreement . On March 30, 2016, we, together with New Atlas Holdings, LLC (the “Borrower”) and Atlas Lightfoot, LLC, entered into a third amendment (the “Third Amendment”) to our credit agreement with Riverstone Credit Partners, L.P., as administrative agent (“Riverstone”), and the lenders (the “Lenders”) from time to time party thereto (the “First Lien Credit Agreement”). The outstanding loans under the First Lien Credit Agreement were bifurcated between the existing First Lien Credit Agreement and the new Second Lien Credit Agreement (defined below), with $35.0 million and $35.8 million (including $2.4 million in deemed prepayment premium) in borrowings outstanding, respectively. As a result of these transactions, we recognized $6.1 million as a loss on early extinguishment of debt, consisting of the $2.4 million prepayment penalty and $3.7 million of accelerated amortization of deferring financing costs, on our condensed consolidated statement of operations for the three months ended March 31, 2016. The Third Amendment amended the First Lien Credit Agreement to, among other things: • provide the ability for us and the Borrower to enter into the new Second Lien Credit Agreement (defined below); • shorten the maturity date of the First Lien Credit Agreement to September 30, 2017, subject to an optional extension to September 30, 2018 by the Borrower, assuming certain conditions are met, including a First Lien Leverage Ratio (as defined in the First Lien Credit Agreement) of not more than 6:00 to 1:00 and a 5% extension fee; • modify the applicable cash interest rate margin for ABR Loans and Eurodollar Loans to 0.50% and 1.50%, respectively, and add a pay-in-kind interest payment of 11% of the principal balance per annum; • allow the Borrower to make mandatory pre-payments under the First Lien Credit Agreement or the new Second Lien Credit Agreement, in its discretion, and add additional mandatory pre-payment events, including a monthly cash sweep for balances in excess of $4 million; • provide that the First Lien Credit Agreement may be prepaid without premium; • replace the existing financial covenants with (i) the requirement that we maintain a minimum of $2 million in EBITDA on a trailing twelve-month basis, beginning with the quarter ending June 30, 2016, and (ii) the incorporation into the First Lien Credit Agreement of the financial covenants included in Titan’s credit agreement, beginning with the quarter ending June 30, 2016; • prohibit the payment of cash distributions on our common and preferred units; • require the receipt of quarterly distributions from Atlas Growth Partners, GP, LLC and Lightfoot; and • add a cross-default provision for defaults by ARP. On October 6, 2016, we entered into a fourth amendment to the First Lien Credit Agreement with Riverstone and the Lenders, effective as of September 1, 2016, that makes conforming changes to reflect the status of Titan as the successor to ARP following the consummation of the Chapter 11 Filings and also removed the financial covenants and related cross-defaults that had previously been incorporated from ARP’s credit agreement. Second Lien Credit Agreement. Also on March 30, 2016, we and the Borrower entered into a new second lien credit agreement (the “Second Lien Credit Agreement”) with Riverstone and the Lenders. As described above, $35.8 million of the indebtedness previously outstanding under the First Lien Credit Agreement was moved under the Second Lien Credit Agreement. The Second Lien Credit Agreement also has an unamortized discount of $0.9 million as of March 31, 2017, related to the 4,668,044 warrants issued in connection with the Second Lien Credit Agreement. The Second Lien Credit Agreement matures on March 30, 2019, subject to an optional extension (the “Extension Option”) to March 30, 2020, assuming certain conditions are met, including a Total Leverage Ratio (as defined in the Second Lien Credit Agreement) of not more than 6:00 to 1:00 and a 5% extension fee. Borrowings under the Second Lien Credit Agreement are secured on a second priority basis by security interests in the same collateral that secures borrowings under the First Lien Credit Agreement. Borrowings under the Second Lien Credit Agreement bear interest at a rate of 30%, payable in-kind through an increase in the outstanding principal. If the First Lien Credit Agreement is repaid in full prior to March 30, 2018, the rate will be reduced to 20%. If the Extension Option is exercised, the rate will again be increased to 30%. If our market capitalization is greater than $75 million, we can issue common units in lieu of increasing the principal to satisfy the interest obligation. The Borrower may prepay the borrowings under the Second Lien Credit Agreement without premium at any time. The Second Lien Credit Agreement includes the same mandatory prepayment events as the First Lien Credit Agreement, subject to the Borrower’s discretion to prepay either the First Lien Credit Agreement or the Second Lien Credit Agreement. The Second Lien Credit Agreement contains the same negative and affirmative covenants and events of default as the First Lien Credit Agreement, including customary covenants that limit the Borrower’s ability to incur additional indebtedness, grant liens, make loans or investments, make distributions if a default exists or would result from the distribution, merge into or consolidate with other persons, enter into swap agreements that do not conform to specified terms or that exceed specified amounts, or engage in certain asset dispositions. In addition, the Second Lien Credit Agreement requires that we maintain an Asset Coverage Ratio (as defined in the Second Lien Credit Agreement) of not less than 2.00 to 1.00 as of September 30, 2017 and each fiscal quarter ending thereafter. In connection with the First Lien Credit Agreement and Second Lien Credit Agreement, the lenders thereunder continued their syndicated participation in the underlying loans consistent with the original term loan facilities and therefore certain of the Company’s current and former officers participated in approximately 12% of the loan syndication and warrants and a foundation affiliated with a 5% or more unitholder participated in approximately 12% of the loan syndication. On October 6, 2016, we entered into a first amendment to the Second Lien Credit Agreement with Riverstone and the Lenders, effective as of September 1, 2016, that makes conforming changes to reflect the status of Titan as the successor to ARP following the consummation of the Chapter 11 Filings and also removes the financial covenants and related cross-defaults that had previously been incorporated from ARP’s credit agreement. In addition to the $39.0 million of amounts outstanding under our First Lien Credit Agreement due on September 30, 2017, we classified the $47.9 million of amounts outstanding our Second Lien Credit Agreement as a current liability, based on the uncertainty regarding future covenant compliance. In total, we have $85.8 million of outstanding indebtedness under our credit agreements, which is net of $0.9 million of debt discounts and $0.2 million of deferred financing costs, as current portion of long term debt, net on our condensed combined consolidated balance sheet as of March 31, 2017. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | NOTE 5—DERIVATIVE INSTRUMENTS We use a number of different derivative instruments, principally swaps and options, in connection with our commodity price risk management activities. We do not apply hedge accounting to any of our derivative instruments. As a result, gains and losses associated with derivative instruments are recognized in earnings. We enter into commodity future option contracts to achieve more predictable cash flows by hedging our exposure to changes in commodity prices. At any point in time, such contracts may include regulated New York Mercantile Exchange (“NYMEX”) futures and options contracts and non-regulated over-the-counter futures contracts with qualified counterparties. NYMEX contracts are generally settled with offsetting positions, but may be settled by the physical delivery of the commodity. Crude oil contracts are based on a West Texas Intermediate (“WTI”) index. Natural gas liquids fixed price swaps are priced based on a WTI crude oil index, while ethane, propane, butane and iso butane contracts are based on the respective Mt. Belvieu price. These contracts were recorded at their fair values. We recorded net derivative assets on our condensed consolidated balance sheets of $0.2 million at March 31, 2017 and net derivative liabilities of $0.6 million at December 31, 2016. On the date of the Chapter 11 Filings, we deconsolidated ARP for financial reporting purposes (see Note 2). The following table summarizes the commodity derivative activity and presentation in our condensed consolidated statement of operations for the periods indicated (in thousands): Three Months Ended March 31, 2017 2016 Portion of settlements associated with gains previously recognized within accumulated other comprehensive income, net of prior year offsets (1) $ — $ 3,515 Portion of settlements attributable to subsequent mark to market gains 52 45,430 Total cash settlements on commodity derivative contracts $ 52 $ 48,945 Gains recognized on cash settlement (2) $ 52 $ 6,025 Gains recognized on open derivative contracts (2) 705 40,428 Gains on mark-to-market derivatives $ 757 $ 46,453 (1) Recognized in gas and oil production revenue. (2) Recognized in gain (loss) on mark-to-market derivatives. The following table summarizes the gross fair values of AGP’s derivative instruments, presenting the impact of offsetting the derivative assets and liabilities on our condensed consolidated balance sheets as of the dates indicated (in thousands): Offsetting Derivatives as of March 31, 2017 Gross Amounts Recognized Gross Amounts Offset Net Amount Presented Current portion of derivative assets $ 280 $ (148 ) $ 132 Long-term portion of derivative assets 90 (53 ) 37 Total derivative assets $ 370 $ (201 ) $ 169 Current portion of derivative liabilities $ (148 ) $ 148 $ — Long-term portion of derivative liabilities (53 ) 53 — Total derivative liabilities $ (201 ) $ 201 $ — Offsetting Derivatives as of December 31, 2016 Current portion of derivative assets $ 97 $ (97 ) $ — Long-term portion of derivative assets — — — Total derivative assets $ 97 $ (97 ) $ — Current portion of derivative liabilities $ (381 ) $ 97 $ (284 ) Long-term portion of derivative liabilities (280 ) — (280 ) Total derivative liabilities $ (661 ) $ 97 $ (564 ) At March 31, 2017, AGP had the following commodity derivatives: Type Production Period Ending December 31, Volumes (1) Average Fixed Price (1) Fair Value Asset Total Type (in thousands) (2) (in thousands) (2) Crude Oil – Fixed Price Swaps 2017 (3) 80,400 $ 53.298 $ 127 2018 74,500 $ 52.510 $ 42 AGP’s net assets $ 169 (1) Volumes for crude oil are stated in barrels. (2) Fair value of crude oil fixed price swaps are based on forward West Texas Intermediate (“WTI”) crude oil prices, as applicable. (3) The production volumes for 2017 include the remaining nine months of 2017 beginning April 1, 2017. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 6—FAIR VALUE OF FINANCIAL INSTRUMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis We use a market approach fair value methodology to value our outstanding derivative contracts and financial instruments. The fair value of a financial instrument depends on a number of factors, including the availability of observable market data over the contractual term of the underlying instrument. We separate the fair value of our financial instruments into the three level hierarchy (Levels 1, 2 and 3) based on our assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. As of March 31, 2017 and December 31, 2016, all of our derivative financial instruments were classified as Level 2. Information for our financial instruments measured at fair value were as follows (in thousands): Level 1 Level 2 Level 3 Total As of March 31, 2017 Assets, gross Rabbi trust $ 2,187 $ — $ — $ 2,187 AGP Commodity swaps — 370 — 370 Total assets, gross 2,187 370 — 2,557 Liabilities, gross AGP Commodity swaps — (201 ) — (201 ) Total derivative liabilities, gross — (201 ) — (201 ) Total assets, fair value, net $ 2,187 $ 169 $ — $ 2,356 As of December 31, 2016 Assets, gross Rabbi trust $ 4,208 $ — $ — $ 4,208 AGP Commodity swaps — 97 — 97 Total assets, gross 4,208 97 — 4,305 Liabilities, gross AGP Commodity swaps — (661 ) — (661 ) Total derivative liabilities, gross $ — (661 ) — (661 ) Total assets, fair value, net $ 4,208 $ (564 ) $ — $ 3,644 Other Financial Instruments Our other current assets and liabilities on our condensed consolidated balance sheets are considered to be financial instruments. The estimated fair values of these instruments approximate their carrying amounts due to their short-term nature and thus are categorized as Level 1. The estimated fair value of our debt at March 31, 2017 approximated its carrying value of $86.9 million, which consisted of our First Lien Credit Agreement and Second Lien Credit Agreement that bear interest at variable rates and are categorized as Level 1 values. |
Certain Relationships and Relat
Certain Relationships and Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Certain Relationships And Related Party Transactions | NOTE 7—CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Relationship with ARP . ARP did not directly employ any persons to manage or operate its business. These functions were provided by employees of us and/or our affiliates. On the date of the Chapter 11 Filings, we deconsolidated ARP for financial reporting purposes (see Note 2). Relationship with Titan . Other than its named executive officers, Titan does not directly employ any persons to manage or operate its business. These functions were provided by employees of us and/or our affiliates. On September 1, 2016, Titan entered into a Delegation of Management Agreement (the “Delegation Agreement”) with Titan Management, our wholly owned subsidiary. Pursuant to the Delegation Agreement, Titan has delegated to Titan Management all of Titan’s rights and powers to manage and control the business and affairs of Titan Energy Operating, LLC (“Titan Operating”), a wholly owned subsidiary of Titan. However, Titan’s board of directors retains management and control over certain non-delegated duties. In addition, Titan also entered into an Omnibus Agreement (the “Omnibus Agreement”) dated September 1, 2016 with Titan Management, Atlas Energy Resource Services, Inc. (“AERS”), our wholly owned subsidiary, and Titan Operating. Pursuant to the Omnibus Agreement, Titan Management and AERS will provide Titan and Titan Operating with certain financial, legal, accounting, tax advisory, financial advisory and engineering services (including cash management services) and Titan and Titan Operating will reimburse Titan Management and AERS for their direct and allocable indirect expenses incurred in connection with the provision of the services, subject to certain approval rights in favor of Titan’s Conflicts Committee. As of March 31, 2017 and December 31, 2016, we had payables of $8.9 million and $3.3 million to Titan related to the timing of funding cash accounts related to general and administrative expenses, such as payroll and benefits, which was recorded in advances from affiliates in our condensed combined consolidated balance sheet. Relationship with AGP . AGP does not directly employ any persons to manage or operate its business. These functions are provided by employees of us and/or our affiliates. Atlas Growth Partners, GP, LLC (“AGP GP”) receives an annual management fee in connection with its management of AGP equivalent to 1% of capital contributions per annum. During both the three months ended March 31, 2017 and 2016, AGP paid $0.6 million related to AGP GP for this management fee, respectively. We charge direct costs, such as salary and wages, and allocate indirect costs, such as rent for offices, to AGP by us based on the number of its employees who devoted substantially all of their time to activities on its behalf. AGP reimburses us at cost for direct costs incurred on its behalf. AGP reimburses all necessary and reasonable indirect costs allocated by the general partner. Relationship with Drilling Partnerships . ARP conducted certain activities through, and a portion of its revenues are attributable to, sponsorship of the Drilling Partnerships. Through the Plan Effective Date, ARP served as the ultimate general partner and operator of the Drilling Partnerships and assumed customary rights and obligations for the Drilling Partnerships. As the ultimate general partner, ARP was liable for the Drilling Partnerships’ liabilities and could have been liable to limited partners of the Drilling Partnerships if it breached its responsibilities with respect to the operations of the Drilling Partnerships. ARP was entitled to receive management fees, reimbursement for administrative costs incurred, and to share in the Drilling Partnership’s revenue and costs and expenses according to the respective partnership agreements. In March 2016, ARP transferred $36.7 million of investor capital raised and $13.3 million of accrued well drilling and completion costs incurred by ARP to the Atlas Eagle Ford 2015 L.P. private drilling partnership for activities directly related to their program. AGP’s Relationship with Titan . At our direction, AGP reimburses Titan for direct costs, such as salaries and wages, charged to AGP based on our employees who incurred time to activities on AGP’s behalf and indirect costs, such as rent and other general and administrative costs, allocated to AGP based on the number of our employees who devoted their time to activities on AGP’s behalf. As of March 31, 2017 and December 31, 2016, AGP had payables of $1.3 million and $0.8 million to Titan related to the direct costs, indirect cost allocation, and timing of funding of cash accounts, which was recorded in advances from affiliates in the condensed combined consolidated balance sheet. Other Relationships. We have other related party transactions with regard to our First Lien Credit Agreement and Second Lien Credit Agreement (see Note 4), our Series A preferred units and our general partner and limited partner interest in Lightfoot (see Notes 1 and 2). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8—COMMITMENTS AND CONTINGENCIES Legal Proceedings We are parties to various routine legal proceedings arising out of the ordinary course of business. Our management and our subsidiaries believe that none of these actions, individually or in the aggregate, will have a material adverse effect on our financial condition or results of operations. Environmental Matters We are subject to various federal, state and local laws and regulations relating to the protection of the environment. We have established procedures for the ongoing evaluation of our and our subsidiaries’ operations, to identify potential environmental exposures and to comply with regulatory policies and procedures. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and do not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/or clean-ups are probable, and the costs can be reasonably estimated. We maintain insurance which may cover in whole or in part certain environmental expenditures. We had no environmental matters requiring specific disclosure or requiring the recognition of a liability as of March 31, 2017 and December 31, 2016. |
Cash Distributions
Cash Distributions | 3 Months Ended |
Mar. 31, 2017 | |
Distributions Made To Members Or Limited Partners [Abstract] | |
Cash Distributions | NOTE 9—CASH DISTRIBUTIONS Our Cash Distributions . We have a cash distribution policy under which we distribute, within 50 days following the end of each calendar quarter, all of our available cash (as defined in our limited liability company agreement) for that quarter to our unitholders. However, as a result of the First Lien Credit Agreement and Second Lien Credit Agreement entered into on March 30, 2016 (see Note 4), we are prohibited from paying future cash distributions on our common and preferred units. During the three months ended March 31, 2016, we paid a distribution of $1.0 million to our Class A preferred unitholders. ARP Cash Distributions . ARP had a monthly cash distribution program whereby ARP distributed all of its available cash (as defined in the partnership agreement) for that month to its unitholders within 45 days from the month end. If ARP’s common unit distributions in any quarter exceeded specified target levels, we received between 13% and 48% of such distributions in excess of the specified target levels. During the three months ended March 31, 2016, ARP paid three monthly cash distributions totaling approximately $3.8 million to its common limited partners ($0.0125 per unit per month); $1.9 million to its Preferred Class C limited partners ($0.17 per unit per month); and $0.1 million to us as its General Partner Class A holder ($0.0125 per unit per month). During the three months ended March 31, 2016, ARP paid a distribution of $2.2 million to its Class D Preferred limited partners ($0.5390625 per unit) for the period October 15, 2015 through January 14, 2016 671875 per unit) October 15, 2015 through January 14, 2016 AGP Cash Distributions. During the three months ended March 31, 2016, AGP paid a distribution of $4.1 million to common limited partners ($0.1750 per unit) and $0.1 million to the general partner’s Class A units ($0.1750 per unit). On November 2, 2016, AGP’s Board of Directors determined to suspend its quarterly common unit distributions, beginning with the three months ended September 30, 2016, in order to retain its cash flow and reinvest in its business and assets. |
Operating Segment Information
Operating Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Operating Segment Information | NOTE 10—OPERATING SEGMENT INFORMATION Our operations included three reportable operating segments: ARP (through the date of the Chapter 11 Filings), AGP, and corporate and other. These operating segments reflected the way we managed our operations and made business decisions. Corporate and other includes our equity investments in Lightfoot (see Note 2) and Titan (see Note 2), as well as our general and administrative and interest expenses. Operating segment data for the periods indicated were as follows (in thousands): Three Months Ended March 31, 2017 2016 Atlas Resource Partners: Revenues $ — $ 103,217 Operating costs and expenses — (59,202 ) Depreciation, depletion and amortization expense — (30,045 ) Interest expense — (27,705 ) Gain on early extinguishment of debt — 26,498 Segment income $ — $ 12,763 Atlas Growth Partners: Revenues $ 3,153 $ 3,434 Operating costs and expenses (2,333 ) (3,503 ) Depreciation, depletion and amortization expense (1,112 ) (4,227 ) Segment loss $ (292 ) $ (4,296 ) Corporate and other: Revenues $ 722 $ 211 General and administrative (404 ) (2,154 ) Gain on asset sales and disposal — — Interest expense (4,929 ) (1,743 ) Loss on early extinguishment of debt — (6,053 ) Segment loss $ (4,611 ) $ (9,739 ) Reconciliation of segment income (loss) to net loss: Segment income (loss): Atlas Resource Partners $ — $ 12,763 Atlas Growth Partners (292 ) (4,296 ) Corporate and other (4,611 ) (9,739 ) Net loss $ (4,903 ) $ (1,272 ) Reconciliation of segment revenues to total revenues: Segment revenues: Atlas Resource Partners $ — $ 103,217 Atlas Growth Partners 3,153 3,434 Corporate and other 722 211 Total revenues $ 3,875 $ 106,862 Capital expenditures: Atlas Resource Partners $ — $ 13,170 Atlas Growth Partners — 5,549 Total capital expenditures $ — $ 18,719 March 31, December 31 , 2017 2016 Balance sheet: Total assets: Atlas Growth Partners $ 77,818 $ 78,500 Corporate and other 24,449 26,576 Total assets $ 102,267 $ 105,076 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11—SUBSEQUENT EVENTS Conversion of Series A Preferred Units. On May 5, 2017, the holders of all 1.9 million of our outstanding Series A Preferred Units elected to convert their units into 5.9 million common units. |
Basis of Presentation and Sum18
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the applicable rules and regulations of the Securities Exchange Commission regarding interim financial reporting and include all adjustments that are necessary for a fair presentation of our consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. For a more complete discussion of our accounting policies and certain other information, refer to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31 2016. We determined that ARP (through the Plan Effective Date, as discussed further below) and AGP are variable interest entities (“VIE’s”) based on their respective partnership agreements, our power, as the general partner, to direct the activities that most significantly impact each of their respective economic performance, and our ownership of each of their respective incentive distribution rights. Accordingly, we consolidated the financial statements of ARP (until the date of ARP’s Chapter 11 Filings, as discussed further below) and AGP into our condensed consolidated financial statements. Our consolidated VIE’s operating results and asset balances are presented separately in Note 10 – Operating Segment Information. As the general partner for both ARP (through the Plan Effective Date) and AGP, we have unlimited liability for the obligations of ARP (through the Plan Effective Date) and AGP except for those contractual obligations that are expressly made without recourse to the general partner. The non-controlling interests in ARP (through the date of ARP’s Chapter 11 Filings, as discussed further below) and AGP are reflected as (income) loss attributable to non-controlling interests in the condensed consolidated statements of operations and as a component of unitholders’ equity on the condensed consolidated balance sheets. All material intercompany transactions have been eliminated. In connection with ARP’s Chapter 11 Filings on July 27, 2016, we deconsolidated ARP’s financial statements from our condensed consolidated financial statements, as we no longer had the power to direct the activities that most significantly impacted ARP’s economic performance; however, we retained the ability to exercise significant influence over the operating and financial decisions of ARP and therefore applied the equity method of accounting for our investment in ARP up to the Plan Effective Date. As a result of these changes, our condensed consolidated financial statements subsequent to ARP’s Chapter 11 Filings will not be comparable to our condensed consolidated financial statements prior to ARP’s Chapter 11 Filings. Our financial results for future periods following the application of equity method accounting will be different from historical trends and the differences may be material. Certain reclassifications have been made to our condensed consolidated financial statements for the prior year periods to conform to classifications used in the current year, specifically related to ARP’s Drilling Partnerships management, which includes all of ARP’s managing and operating activities specific to ARP’s Drilling Partnerships including well construction and completion, administration and oversight, well services and gathering and processing. We previously presented these revenue and expense items separately; however, due to the deconsolidation of ARP on the date of the Chapter 11 Filings, we have aggregated these items to be presented as one combined revenue item and one combined expense item. As a result of this change, we have restated our prior year condensed consolidated statements of operations to conform to our current presentation. In accordance with established practice in the oil and gas industry, our condensed consolidated financial statements include our pro-rata share of assets, liabilities, income and lease operating and general and administrative costs and expenses of the Drilling Partnerships in which ARP has an interest through the date of ARP’s Chapter 11 Filings. Such interests generally approximate 30%. Our condensed consolidated financial statements do not include proportional consolidation of the depletion or impairment expenses of the Drilling Partnerships through the date of ARP’s Chapter 11 Filings. Rather, ARP calculated these items specific to its own economics through the date of ARP’s Chapter 11 Filings. On the Plan Effective Date, we determined that Titan is a VIE based on its limited liability company agreement and the delegation of management and omnibus agreements between Titan and Titan Management, which provide us the power to direct activities that most significantly impact Titan’s economic performance, but we do not have a controlling financial interest. As a result, we do not consolidate Titan but rather apply the equity method of accounting as we have the ability to exercise significant influence over Titan’s operating and financial decisions. |
Liquidity, Capital Resources, and Ability to Continue as a Going Concern | Liquidity, Capital Resources, and Ability to Continue as a Going Concern Our primary sources of liquidity are cash distributions received with respect to our ownership interests in AGP, Lightfoot, and Titan and AGP’s annual management fee. However, neither Titan nor AGP are currently paying distributions. Our primary cash requirements, in addition to normal operating expenses, are for debt service and capital expenditures, which we expect to fund through operating cash flow, and cash distributions received. Accordingly, our sources of liquidity are currently not sufficient to satisfy our obligations under our credit agreements. The significant risks and uncertainties related to our primary sources of liquidity raise substantial doubt about our ability to continue as a going concern. If we are unable to remain in compliance with the covenants under our credit agreements (as described in Note 4), absent relief from our lenders, we maybe be forced to repay or refinance such indebtedness. Upon the occurrence of an event of default, the lenders under our credit agreements could elect to declare all amounts outstanding immediately due and payable and could terminate all commitments to extend further credit. If an event of default occurs, we will not have sufficient liquidity to repay all of our outstanding indebtedness, and as a result, there would be substantial doubt regarding our ability to continue as a going concern. In addition to the $39.0 million of indebtedness due on September 30, 2017, we classified the remaining $47.9 million of outstanding indebtedness under our credit agreements as a current liability, based on the uncertainty regarding future covenant compliance. In total, we have $85.8 million of outstanding indebtedness under our credit agreements, which is net of $0.9 million of debt discounts and $0.2 million of deferred financing costs, as current portion of long term debt, net on our condensed consolidated balance sheet as of March 31, 2017. We continually monitor our capital markets and capital structures and may make changes from time to time, with the goal of maintaining financial flexibility, preserving or improving liquidity, strengthening the balance sheet, meeting debt service obligations and/or achieving cost efficiency. For example, we could pursue options such as refinancing or reorganizing our indebtedness or capital structure or seek to raise additional capital through debt or equity financing to address our liquidity concerns and high debt levels. There is no certainty that we will be able to implement any such options, and we cannot provide any assurances that any refinancing or changes to our debt or equity capital structure would be possible or that additional equity or debt financing could be obtained on acceptable terms, if at all, and such options may result in a wide range of outcomes for our stakeholders, including cancellation of debt income (“CODI”) which would be directly allocated to our unitholders and reported on such unitholders’ separate returns. It is possible additional adjustments to our strategic plan and outlook may occur based on market conditions and our needs at that time, which could include selling assets or seeking additional partners to develop our assets. Our condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. If we cannot continue as a going concern, adjustments to the carrying values and classification of our assets and liabilities and the reported amounts of income and expenses could be required and could be material. Atlas Growth Partners – Liquidity, Capital Resources, and Ability to Continue as a Going Concern AGP has historically funded its operations, acquisitions and cash distributions primarily through cash generated from operations and financing activities, including its private placement offering completed in 2015. AGP’s future cash flows are subject to a number of variables, including oil and natural gas prices. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2017. These lower commodity prices have negatively impacted AGP’s revenues, earnings and cash flows. Sustained low commodity prices will have a material and adverse effect on AGP’s liquidity position. On November 2, 2016, AGP decided to temporarily suspend its current primary offering efforts in light of new regulations and the challenging fund raising environment until such time as market participants have had an opportunity to ascertain the impact of such issues. In addition, AGP’s board of directors suspended its quarterly common unit distributions, beginning with the three months ended September 30, 2016, in order to retain its cash flow and reinvest in its business and assets. Accordingly, these decisions raise substantial doubt about AGP’s ability to continue as a going concern. Management determined that substantial doubt is alleviated through management’s plans to reduce AGP’s general and administrative expenses, the majority of which represent allocations from us. |
Use of Estimates | Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities that exist at the date of our condensed consolidated financial statements, as well as the reported amounts of revenue and costs and expenses during the reporting periods. Our condensed consolidated financial statements are based on a number of significant estimates, including revenue and expense accruals, depletion of gas and oil properties, and fair value of derivative instruments. The oil and gas industry principally conducts its business by processing actual transactions as many as 60 days after the month of delivery. Consequently, the most recent two months’ financial results were recorded using estimated volumes and contract market prices. Actual results could differ from those estimates. |
Equity Method Investments | Equity Method Investments Investment in Titan . At March 31, 2017, we had a 2% Series A Preferred interest in Titan. We account for our investment under the equity method of accounting due to our ability to exercise significant influence. As of March 31, 2017 and December 31, 2016, the net carrying amount of our investment in Titan was $0.5 million and zero, respectively. During the three months ended March 31, 2017, we recognized equity income of $0.5 million, within other, net on our condensed consolidated statements of operations. Investment in Lightfoot. At March 31, 2017, we had an approximate 12.0% interest in Lightfoot L.P. and an approximate 15.9% interest in Lightfoot G.P., the general partner of Lightfoot L.P. We account for our investment in Lightfoot under the equity method of accounting due to our ability to exercise significant influence. As of March 31, 2017 and December 31, 2016, the net carrying amount of our investment in Lightfoot was $18.6 million and $18.7 million, respectively. During both the three months ended March 31, 2017 and 2016, we recognized equity income of $0.2 million within other, net on our condensed consolidated statements of operations. During the three months ended March 31, 2017 and 2016, we received net cash distributions of approximately $0.4 million and $0.5 million, respectively. |
Rabbi Trust | Rabbi Trust In 2011, we established an excess 401(k) plan relating to certain executives. In connection with the plan, we established a “rabbi” trust for the contributed amounts. At March 31, 2017 and December 31, 2016, we reflected $2.2 million and $4.2 million, respectively, related to the value of the rabbi trust within other assets, net on our condensed consolidated balance sheets, and recorded corresponding liabilities of $2.2 million and $4.2 million, respectively, as of those same dates, within asset retirement obligations and other on our condensed consolidated balance sheets. During the three months ended March 31, 2017 and 2016, we distributed $2.1 million and $2.3 million, respectively, to certain executives related to the rabbi trust. |
Net Income (Loss) Per Common Unit | Net Income (Loss) Per Common Unit Basic net income (loss) attributable to common unitholders per unit is computed by dividing net income (loss) attributable to common unitholders, which is determined after the deduction of net income attributable to participating securities and the preferred unitholders’ interests, if applicable, by the weighted average number of common units outstanding during the period. The following is a reconciliation of net income (loss) allocated to the common unitholders for purposes of calculating net income (loss) attributable to common unitholders per unit (in thousands): Three Months Ended March 31 2017 2016 Net loss $ (4,903 ) $ (1,272 ) Preferred unitholders’ dividends — (339 ) (Income) loss attributable to non-controlling interests 281 (5,340 ) Net loss attributable to common unitholders (4,622 ) (6,951 ) Less: Net income attributable to participating securities – phantom units (1) — — Net loss utilized in the calculation of net loss attributable to common unitholders per unit – diluted (1) $ (4,622 ) $ (6,951 ) (1) Net income (loss) attributable to common unitholders for the net income (loss) attributable to common unitholders per unit calculation is net income (loss) attributable to common unitholders, less income allocable to participating securities. For the three months ended March 31, 2017 and 2016, net loss attributable to common unitholder’s ownership interest was not allocated to approximately 178,000 and 263,000 phantom units, respectively, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity. Diluted net income (loss) attributable to common unitholders per unit is calculated by dividing net income (loss) attributable to common unitholders, less income allocable to participating securities, by the sum of the weighted average number of common unitholder units outstanding and the dilutive effect of unit option awards and convertible preferred units, as calculated by the treasury stock or if converted methods, as applicable. Unit options consist of common units issuable upon payment of an exercise price by the participant under the terms of our long-term incentive plan. The following table sets forth the reconciliation of our weighted average number of common units used to compute basic net loss attributable to common unitholders per unit with those used to compute diluted net loss attributable to common unitholders per unit (in thousands): Three Months Ended March 31 2017 2016 Weighted average number of common units—basic 26,062 26,028 Add effect of dilutive incentive awards (1) — — Add effect of dilutive convertible preferred units and warrants (2) — — Weighted average number of common units—diluted 26,062 26,028 (1) For the three months ended March 31, 2017 and 2016, approximately 3,521,000 and 2,689,000 phantom units, respectively, were excluded from the computation of diluted net income (loss) attributable to common unitholders per unit, because the inclusion of such units would have been anti-dilutive. (2) Our warrants issued in connection with the Second Lien Credit Agreement in 2016 and our convertible Series A Preferred Units were excluded from the computation of diluted earnings attributable to common unitholders per unit, because the inclusion of such warrants and units would have been anti-dilutive. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) updated the accounting guidance related to leases. The updated accounting guidance requires lessees to recognize a lease asset and liability at the commencement date of all leases (with the exception of short-term leases), initially measured at the present value of the lease payments. The updated guidance is effective for us as of January 1, 2019 and requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest period presented. We are currently in the process of determining the impact that the updated accounting guidance will have on our condensed combined consolidated financial statements. In May 2014, the FASB updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing clearer guidance on when an entity should recognize revenue, and by reducing the number of standards to which an entity has to refer. In July 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The updated accounting guidance provides companies with alternative methods of adoption. We are evaluating the impact of this updated accounting guidance on our consolidated financial statements, and based on the continuing evaluation of our revenue streams, this accounting guidance is not expected to have a material impact on our net income (loss). This accounting guidance will require that our revenue recognition policy disclosures include further detail regarding our performance obligations as to the nature, amount, timing, and estimates of revenue and cash flows generated from our contracts with customers. We are still in the process of determining whether or not we will use the retrospective method or the modified retrospective approach to implementation. |
Basis of Presentation and Sum19
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Net Income (Loss) Reconciliation | The following is a reconciliation of net income (loss) allocated to the common unitholders for purposes of calculating net income (loss) attributable to common unitholders per unit (in thousands): Three Months Ended March 31 2017 2016 Net loss $ (4,903 ) $ (1,272 ) Preferred unitholders’ dividends — (339 ) (Income) loss attributable to non-controlling interests 281 (5,340 ) Net loss attributable to common unitholders (4,622 ) (6,951 ) Less: Net income attributable to participating securities – phantom units (1) — — Net loss utilized in the calculation of net loss attributable to common unitholders per unit – diluted (1) $ (4,622 ) $ (6,951 ) (1) Net income (loss) attributable to common unitholders for the net income (loss) attributable to common unitholders per unit calculation is net income (loss) attributable to common unitholders, less income allocable to participating securities. For the three months ended March 31, 2017 and 2016, net loss attributable to common unitholder’s ownership interest was not allocated to approximately 178,000 and 263,000 phantom units, respectively, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity. |
Reconciliation of Weighted Average Number of Common Unit holder Units | The following table sets forth the reconciliation of our weighted average number of common units used to compute basic net loss attributable to common unitholders per unit with those used to compute diluted net loss attributable to common unitholders per unit (in thousands): Three Months Ended March 31 2017 2016 Weighted average number of common units—basic 26,062 26,028 Add effect of dilutive incentive awards (1) — — Add effect of dilutive convertible preferred units and warrants (2) — — Weighted average number of common units—diluted 26,062 26,028 (1) For the three months ended March 31, 2017 and 2016, approximately 3,521,000 and 2,689,000 phantom units, respectively, were excluded from the computation of diluted net income (loss) attributable to common unitholders per unit, because the inclusion of such units would have been anti-dilutive. (2) Our warrants issued in connection with the Second Lien Credit Agreement in 2016 and our convertible Series A Preferred Units were excluded from the computation of diluted earnings attributable to common unitholders per unit, because the inclusion of such warrants and units would have been anti-dilutive. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | The following is a summary of property, plant and equipment at the dates indicated (in thousands): March 31, December 31, 2017 2016 Natural gas and oil properties: Proved properties $ 84,619 $ 84,631 Unproved properties 63,322 63,314 Support equipment and other 3,188 3,188 Total natural gas and oil properties 151,129 151,133 Less – accumulated depreciation, depletion and amortization (83,363 ) (82,234 ) $ 67,766 $ 68,899 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Total Long-term Debt Instruments | Total debt consists of the following at the dates indicated (in thousands): March 31, December 31, 2017 2016 First Lien Credit Agreement $ 39,003 $ 37,962 Second Lien Credit Agreement 47,855 44,593 Debt discount, net of accumulated amortization of $934 and $623 (934 ) (1,244 ) Deferred financing costs, net of accumulated amortization of $2,588 and $2,538, respectively (168 ) (211 ) Total debt, net 85,756 81,100 Less current maturities (85,756 ) (81,100 ) Total long-term debt, net $ — $ — |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Commodity Derivative Activity Presentation in Statement of Operations | The following table summarizes the commodity derivative activity and presentation in our condensed consolidated statement of operations for the periods indicated (in thousands): Three Months Ended March 31, 2017 2016 Portion of settlements associated with gains previously recognized within accumulated other comprehensive income, net of prior year offsets (1) $ — $ 3,515 Portion of settlements attributable to subsequent mark to market gains 52 45,430 Total cash settlements on commodity derivative contracts $ 52 $ 48,945 Gains recognized on cash settlement (2) $ 52 $ 6,025 Gains recognized on open derivative contracts (2) 705 40,428 Gains on mark-to-market derivatives $ 757 $ 46,453 (1) Recognized in gas and oil production revenue. (2) Recognized in gain (loss) on mark-to-market derivatives. |
Fair Value of Derivative Instruments Table | The following table summarizes the gross fair values of AGP’s derivative instruments, presenting the impact of offsetting the derivative assets and liabilities on our condensed consolidated balance sheets as of the dates indicated (in thousands): Offsetting Derivatives as of March 31, 2017 Gross Amounts Recognized Gross Amounts Offset Net Amount Presented Current portion of derivative assets $ 280 $ (148 ) $ 132 Long-term portion of derivative assets 90 (53 ) 37 Total derivative assets $ 370 $ (201 ) $ 169 Current portion of derivative liabilities $ (148 ) $ 148 $ — Long-term portion of derivative liabilities (53 ) 53 — Total derivative liabilities $ (201 ) $ 201 $ — Offsetting Derivatives as of December 31, 2016 Current portion of derivative assets $ 97 $ (97 ) $ — Long-term portion of derivative assets — — — Total derivative assets $ 97 $ (97 ) $ — Current portion of derivative liabilities $ (381 ) $ 97 $ (284 ) Long-term portion of derivative liabilities (280 ) — (280 ) Total derivative liabilities $ (661 ) $ 97 $ (564 ) |
Commodity Derivative Instruments by Type Table | At March 31, 2017, AGP had the following commodity derivatives: Type Production Period Ending December 31, Volumes (1) Average Fixed Price (1) Fair Value Asset Total Type (in thousands) (2) (in thousands) (2) Crude Oil – Fixed Price Swaps 2017 (3) 80,400 $ 53.298 $ 127 2018 74,500 $ 52.510 $ 42 AGP’s net assets $ 169 (1) Volumes for crude oil are stated in barrels. (2) Fair value of crude oil fixed price swaps are based on forward West Texas Intermediate (“WTI”) crude oil prices, as applicable. (3) The production volumes for 2017 include the remaining nine months of 2017 beginning April 1, 2017. |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Company, ARP Financial Instruments Measured at Fair Value | Information for our financial instruments measured at fair value were as follows (in thousands): Level 1 Level 2 Level 3 Total As of March 31, 2017 Assets, gross Rabbi trust $ 2,187 $ — $ — $ 2,187 AGP Commodity swaps — 370 — 370 Total assets, gross 2,187 370 — 2,557 Liabilities, gross AGP Commodity swaps — (201 ) — (201 ) Total derivative liabilities, gross — (201 ) — (201 ) Total assets, fair value, net $ 2,187 $ 169 $ — $ 2,356 As of December 31, 2016 Assets, gross Rabbi trust $ 4,208 $ — $ — $ 4,208 AGP Commodity swaps — 97 — 97 Total assets, gross 4,208 97 — 4,305 Liabilities, gross AGP Commodity swaps — (661 ) — (661 ) Total derivative liabilities, gross $ — (661 ) — (661 ) Total assets, fair value, net $ 4,208 $ (564 ) $ — $ 3,644 |
Operating Segment Information (
Operating Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Operating Segment Data | Our operations included three reportable operating segments: ARP (through the date of the Chapter 11 Filings), AGP, and corporate and other. These operating segments reflected the way we managed our operations and made business decisions. Corporate and other includes our equity investments in Lightfoot (see Note 2) and Titan (see Note 2), as well as our general and administrative and interest expenses. Operating segment data for the periods indicated were as follows (in thousands): Three Months Ended March 31, 2017 2016 Atlas Resource Partners: Revenues $ — $ 103,217 Operating costs and expenses — (59,202 ) Depreciation, depletion and amortization expense — (30,045 ) Interest expense — (27,705 ) Gain on early extinguishment of debt — 26,498 Segment income $ — $ 12,763 Atlas Growth Partners: Revenues $ 3,153 $ 3,434 Operating costs and expenses (2,333 ) (3,503 ) Depreciation, depletion and amortization expense (1,112 ) (4,227 ) Segment loss $ (292 ) $ (4,296 ) Corporate and other: Revenues $ 722 $ 211 General and administrative (404 ) (2,154 ) Gain on asset sales and disposal — — Interest expense (4,929 ) (1,743 ) Loss on early extinguishment of debt — (6,053 ) Segment loss $ (4,611 ) $ (9,739 ) Reconciliation of segment income (loss) to net loss: Segment income (loss): Atlas Resource Partners $ — $ 12,763 Atlas Growth Partners (292 ) (4,296 ) Corporate and other (4,611 ) (9,739 ) Net loss $ (4,903 ) $ (1,272 ) Reconciliation of segment revenues to total revenues: Segment revenues: Atlas Resource Partners $ — $ 103,217 Atlas Growth Partners 3,153 3,434 Corporate and other 722 211 Total revenues $ 3,875 $ 106,862 Capital expenditures: Atlas Resource Partners $ — $ 13,170 Atlas Growth Partners — 5,549 Total capital expenditures $ — $ 18,719 March 31, December 31 , 2017 2016 Balance sheet: Total assets: Atlas Growth Partners $ 77,818 $ 78,500 Corporate and other 24,449 26,576 Total assets $ 102,267 $ 105,076 |
Organization (Narrative) (Detai
Organization (Narrative) (Details) - USD ($) | Sep. 02, 2016 | Aug. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2017 | Sep. 01, 2016 |
Organization [Line Items] | |||||
Common units issued | 26,061,818 | 26,061,818 | |||
Common units outstanding | 26,061,818 | 26,061,818 | |||
Lightfoot Capital Partners, LP | |||||
Organization [Line Items] | |||||
General partner ownership interest | 15.90% | ||||
Common limited partner ownership interest | 12.00% | ||||
Titan | |||||
Organization [Line Items] | |||||
Percentage of common equity interest | 2.00% | ||||
Titan | Limited Liability Company | |||||
Organization [Line Items] | |||||
Percentage of common stock voting rights | 67.00% | ||||
Titan | Series A Preferred Units | |||||
Organization [Line Items] | |||||
Percentage of preferred share | 2.00% | 2.00% | 2.00% | ||
Atlas Resource Partners, L.P. | |||||
Organization [Line Items] | |||||
General partner ownership interest | 100.00% | ||||
Common limited partner ownership interest | 23.30% | ||||
Common limited partner interest in ARP, units | 24,712,471 | ||||
Percentage of Senior Notes Outstanding | 100.00% | ||||
Senior Notes | $ 668,000,000 | ||||
Percentage of common equity interest | 90.00% | ||||
Atlas Resource Partners, L.P. | Second Lien Lenders | |||||
Organization [Line Items] | |||||
Percentage of common equity interest | 10.00% | ||||
Line of credit, maximum borrowing capacity | $ 252,500,000 | ||||
Atlas Resource Partners, L.P. | First Lien Lenders | |||||
Organization [Line Items] | |||||
Line of credit, maximum borrowing capacity | 440,000,000 | ||||
Atlas Resource Partners, L.P. | First Lien Lenders | Revolving Credit Facility Conforming Tranche | |||||
Organization [Line Items] | |||||
Line of credit, maximum borrowing capacity | 410,000,000 | ||||
Atlas Resource Partners, L.P. | First Lien Lenders | Revolving Credit Facility Nonconforming Tranche | |||||
Organization [Line Items] | |||||
Line of credit, maximum borrowing capacity | $ 30,000,000 | ||||
Atlas Growth Partners, L.P | |||||
Organization [Line Items] | |||||
General partner ownership interest | 80.00% | ||||
Common limited partner ownership interest | 2.10% |
Basis of Presentation and Sum26
Basis of Presentation and Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | Mar. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Summary Of Significant Accounting Policies [Line Items] | ||||
Pro-rata share in Drilling Partnerships | 30.00% | |||
Distributions received from unconsolidated companies | $ 404 | $ 471 | ||
Rabbi Trust other assets | 21,578 | $ 23,293 | ||
Other liabilities recorded | 2,834 | 4,863 | ||
Rabbi trust | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Rabbi Trust other assets | 2,200 | 4,200 | ||
Other liabilities recorded | 2,200 | 4,200 | ||
Partnership distributed to executives | 2,100 | 2,300 | ||
Lightfoot Capital Partners, LP | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Equity method income (loss) | 200 | 200 | ||
Net carrying amount of investment | $ 18,600 | 18,700 | ||
Common limited partner ownership interest | 12.00% | |||
General partner ownership interest | 15.90% | |||
Distributions received from unconsolidated companies | $ 400 | $ 500 | ||
Titan | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Equity method income (loss) | 500 | |||
Net carrying amount of investment | $ 500 | $ 0 | ||
Titan | Series A Preferred Interest | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Equity method investment percentage | 2.00% | |||
Credit Agreements | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Outstanding indebtedness | $ 85,800 | |||
Debt discounts | 900 | |||
Deferred financing costs | 200 | |||
Credit Agreements | First Lien Credit Agreement | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Term loans | $ 35,000 | $ 39,000 | ||
Line of credit facility, expiration date | Sep. 30, 2017 | |||
Credit Agreements | Second lien term loan facility | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Term loans | $ 35,800 | $ 47,900 | ||
Line of credit facility, expiration date | Mar. 30, 2019 |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies (Schedule of Net Income (Loss) Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Reconciliation Of Net Income Loss [Line Items] | |||
Net loss | $ (4,903) | $ (1,272) | |
Preferred unitholders’ dividends | (339) | ||
(Income) loss attributable to non-controlling interests | 281 | (5,340) | |
Net loss attributable to common unitholders | (4,622) | (6,951) | |
Net loss utilized in the calculation of net loss attributable to common unitholders per unit – diluted | [1] | $ (4,622) | $ (6,951) |
Antidilutive Phantom Unit Securities Excluded from Computation of Diluted Earnings Attributable to Common Unit Holders Outstanding Units | 178,000 | 263,000 | |
Continuing Operations | |||
Reconciliation Of Net Income Loss [Line Items] | |||
Preferred unitholders’ dividends | $ (339) | ||
[1] | Net income (loss) attributable to common unitholders for the net income (loss) attributable to common unitholders per unit calculation is net income (loss) attributable to common unitholders, less income allocable to participating securities. For the three months ended March 31, 2017 and 2016, net loss attributable to common unitholder’s ownership interest was not allocated to approximately 178,000 and 263,000 phantom units, respectively, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity. |
Basis of Presentation and Sum28
Basis of Presentation and Summary of Significant Accounting Policies (Reconciliation of Weighted Average Number of Common Unit Holder Units) (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||
Weighted average number of common units—basic | 26,062,000 | 26,028,000 |
Weighted average number of common units—diluted | 26,062,000 | 26,028,000 |
Antidilutive Securities Excluded From Computation Of Diluted Net Income (Loss) Attributable To Common Limited Partners Outstanding Units | 3,521,000,000 | 2,689,000,000 |
Property, Plant and Equipment29
Property, Plant and Equipment (Summary of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Abstract] | ||
Proved properties | $ 84,619 | $ 84,631 |
Unproved properties | 63,322 | 63,314 |
Support equipment and other | 3,188 | 3,188 |
Total natural gas and oil properties | 151,129 | 151,133 |
Less – accumulated depreciation, depletion and amortization | (83,363) | (82,234) |
Property, plant and equipment, Net, Total | $ 67,766 | $ 68,899 |
Property, Plant and Equipment30
Property, Plant and Equipment (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Property Plant And Equipment [Line Items] | |
Non-cash investing activities capital expenditures | $ 18.7 |
Atlas Resource Partners, L.P. | |
Property Plant And Equipment [Line Items] | |
Weighted average interest rate used to capitalize interest | 6.70% |
Interest costs capitalized | $ 2.4 |
Liabilities recorded in asset retirement obligations | 2.8 |
Atlas Resource Partners, L.P. | Depreciation, depletion and amortization | |
Property Plant And Equipment [Line Items] | |
Accretion expense related to asset retirement obligations | $ 1.7 |
Debt (Schedule of Total Debt Ou
Debt (Schedule of Total Debt Outstanding) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Debt discount, net of accumulated amortization | $ (934) | $ (1,244) |
Total debt, net | 85,756 | 81,100 |
Less current maturities | (85,756) | (81,100) |
Atlas Energy | ||
Debt Instrument [Line Items] | ||
Deferred financing costs, net of accumulated amortization | (168) | (211) |
Atlas Energy | First Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Term loans | 39,003 | 37,962 |
Atlas Energy | Second lien term loan facility | ||
Debt Instrument [Line Items] | ||
Term loans | $ 47,855 | $ 44,593 |
Debt (Schedule of Total Debt 32
Debt (Schedule of Total Debt Outstanding) (Parenthetical) (Details) - Atlas Energy - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Accumulated amortization of debt discount | $ 934 | $ 623 |
Accumulated amortization of deferred financing costs | $ 2,588 | $ 2,538 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Cash Payments For Interest On Debt | $ 0.2 | $ 42.6 |
Debt (Credit Agreements) (Detai
Debt (Credit Agreements) (Details) | Mar. 30, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2017 | Apr. 27, 2016shares |
Debt Instrument [Line Items] | |||||
Gain (loss) on early extinguishment of debt | $ 20,445,000 | ||||
Company's Current and Former Officers | |||||
Debt Instrument [Line Items] | |||||
Percentage of lenders participated in loan syndication | 12.00% | ||||
Minimum | Unitholders | |||||
Debt Instrument [Line Items] | |||||
Percentage of lenders participated in loan syndication | 5.00% | ||||
Credit Agreements | |||||
Debt Instrument [Line Items] | |||||
Deemed prepayment premium | $ 2,400,000 | ||||
Gain (loss) on early extinguishment of debt | (6,100,000) | ||||
Prepayment penalty | 2,400,000 | ||||
Accelerated amortization of deferring financing costs | $ 3,700,000 | ||||
Outstanding indebtedness | $ 85,800,000 | ||||
Debt discounts | 900,000 | ||||
Deferred financing costs | 200,000 | ||||
Credit Agreements | Maximum | |||||
Debt Instrument [Line Items] | |||||
Market Capitalization | 75,000,000 | ||||
First Lien Credit Agreement | Credit Agreements | |||||
Debt Instrument [Line Items] | |||||
Term loans | $ 35,000,000 | $ 39,000,000 | |||
Line of credit facility, expiration date | Sep. 30, 2017 | ||||
First Lien Credit Agreement | Credit Agreements | Third Amendment | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, expiration date | Sep. 30, 2017 | ||||
Line of credit facility extended expiration date | Sep. 30, 2018 | ||||
Restricted cash balance | $ 4,000,000 | ||||
Minimum reserve balance in EBITDA on trailing twelve-months basis | $ 2,000,000 | ||||
Line of credit facility covenant terms | Replace the existing financial covenants with (i) the requirement that we maintain a minimum of $2 million in EBITDA on a trailing twelve-month basis, beginning with the quarter ending June 30, 2016, and (ii) the incorporation into the First Lien Credit Agreement of the financial covenants included in Titan’s credit agreement, beginning with the quarter ending June 30, 2016 | ||||
First Lien Credit Agreement | Credit Agreements | Third Amendment | Alternative Base Rate | |||||
Debt Instrument [Line Items] | |||||
Cash interest rate margin | 0.50% | ||||
Pay-in-kind interest payment percentage | 11.00% | ||||
First Lien Credit Agreement | Credit Agreements | Third Amendment | Eurodollar Loans | |||||
Debt Instrument [Line Items] | |||||
Cash interest rate margin | 1.50% | ||||
First Lien Credit Agreement | Credit Agreements | Third Amendment | Maximum | |||||
Debt Instrument [Line Items] | |||||
Leverage ratio | 6 | ||||
Extension fee percentage | 5.00% | ||||
Second lien term loan facility | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Unamortized Discount | $ 900,000 | ||||
Warrants issued | shares | 4,668,044 | ||||
Second lien term loan facility | Minimum | Scenario Forecast | |||||
Debt Instrument [Line Items] | |||||
Asset coverage ratio | 2 | ||||
Second lien term loan facility | Credit Agreements | |||||
Debt Instrument [Line Items] | |||||
Term loans | $ 35,800,000 | $ 47,900,000 | |||
Line of credit facility, expiration date | Mar. 30, 2019 | ||||
Line of credit facility extended expiration date | Mar. 30, 2020 | ||||
Line of Credit Facility interest rate description | Borrowings under the Second Lien Credit Agreement bear interest at a rate of 30%, payable in-kind through an increase in the outstanding principal. If the First Lien Credit Agreement is repaid in full prior to March 30, 2018, the rate will be reduced to 20%. If the Extension Option is exercised, the rate will again be increased to 30%. If our market capitalization is greater than $75 million, we can issue common units in lieu of increasing the principal to satisfy the interest obligation. | ||||
Borrowings bearing interest rate | 30.00% | ||||
Borrowings interest rate if First Lien Credit Agreement is fully repaid prior to March 30, 2018 | 20.00% | ||||
Borrowings interest rate if extension option is exercised | 30.00% | ||||
Second lien term loan facility | Credit Agreements | Maximum | |||||
Debt Instrument [Line Items] | |||||
Leverage ratio | 6 | ||||
Extension fee percentage | 5.00% |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Net derivative assets | $ 0.2 | |
Net derivative liabilities | $ 0.6 |
Derivative Instruments (Summary
Derivative Instruments (Summary of Commodity Derivative Activity and Presentation in Partnership's Consolidated Statement of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||
Portion of settlements associated with gains previously recognized within accumulated other comprehensive income, net of prior year offsets | [1] | $ 3,515 | |
Portion of settlements attributable to subsequent mark to market gains | $ 52 | 45,430 | |
Total cash settlements on commodity derivative contracts | 52 | 48,945 | |
Gains recognized on cash settlement | [2] | 52 | 6,025 |
Gains recognized on open derivative contracts | [2] | 705 | 40,428 |
Gains on mark-to-market derivatives | $ 757 | $ 46,453 | |
[1] | Recognized in gas and oil production revenue. | ||
[2] | Recognized in gain (loss) on mark-to-market derivatives. |
Derivative Instruments (Fair Va
Derivative Instruments (Fair Values of the Company's Derivative Instruments Table) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Derivatives Fair Value [Line Items] | ||
Gross Amounts Recognized, Assets | $ 2,557 | $ 4,305 |
Net Amount Presented, Assets | 200 | |
Gross Amounts Recognized, Liabilities | (201) | (661) |
Net Amount Presented, Liabilities | (600) | |
Atlas Growth Partners, L.P | Derivative Financial Instruments Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Gross Amounts Recognized, Liabilities | (148) | (381) |
Gross Amounts Offset, Liabilities | 148 | 97 |
Net Amount Presented, Liabilities | (284) | |
Atlas Growth Partners, L.P | Derivative Financial Instruments Long Term Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Gross Amounts Recognized, Liabilities | (53) | (280) |
Gross Amounts Offset, Liabilities | 53 | |
Net Amount Presented, Liabilities | (280) | |
Atlas Growth Partners, L.P | Derivative Financial Instruments Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Gross Amounts Recognized, Liabilities | (201) | (661) |
Gross Amounts Offset, Liabilities | 201 | 97 |
Net Amount Presented, Liabilities | (564) | |
Atlas Growth Partners, L.P | Current portion of derivative assets | ||
Derivatives Fair Value [Line Items] | ||
Gross Amounts Recognized, Assets | 280 | 97 |
Gross Amounts Offset, Assets | (148) | (97) |
Net Amount Presented, Assets | 132 | |
Atlas Growth Partners, L.P | Long-term portion of derivative assets | ||
Derivatives Fair Value [Line Items] | ||
Gross Amounts Recognized, Assets | 90 | |
Gross Amounts Offset, Assets | (53) | |
Net Amount Presented, Assets | 37 | |
Atlas Growth Partners, L.P | Total derivative assets | ||
Derivatives Fair Value [Line Items] | ||
Gross Amounts Recognized, Assets | 370 | 97 |
Gross Amounts Offset, Assets | (201) | $ (97) |
Net Amount Presented, Assets | $ 169 |
Derivative Instruments (The Com
Derivative Instruments (The Company's Commodity Derivative Instruments by Type Table) (Details) - Atlas Growth Partners, L.P $ in Thousands | Mar. 31, 2017USD ($)bbl$ / bbl | |
Derivatives Fair Value [Line Items] | ||
Fair Value Asset / (Liability) | $ 169 | [1] |
Crude Oil - Fixed Price Swaps for Production Period Ending December 31, 2017 | ||
Derivatives Fair Value [Line Items] | ||
Derivatives Nonmonetary Volume Notional Amount | bbl | 80,400 | [2],[3] |
Derivative, Swap Type, Average Fixed Price | $ / bbl | 53.298 | [2],[3] |
Fair Value Asset / (Liability) | $ 127 | [1],[2] |
Crude Oil - Fixed Price Swaps for Production Period Ending December 31, 2018 | ||
Derivatives Fair Value [Line Items] | ||
Derivatives Nonmonetary Volume Notional Amount | bbl | 74,500 | [3] |
Derivative, Swap Type, Average Fixed Price | $ / bbl | 52.510 | [3] |
Fair Value Asset / (Liability) | $ 42 | [1] |
[1] | Fair value of crude oil fixed price swaps are based on forward West Texas Intermediate (“WTI”) crude oil prices, as applicable. | |
[2] | The production volumes for 2017 include the remaining nine months of 2017 beginning April 1, 2017. | |
[3] | Volumes for crude oil are stated in barrels. |
Fair Value of Financial Instr39
Fair Value of Financial Instruments (Schedule of Financial Instruments at Fair Value) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, gross | $ 2,557 | $ 4,305 |
Gross Amounts Recognized, Liabilities | (201) | (661) |
Total assets, fair value, net | 2,356 | 3,644 |
Rabbi trust | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Rabbi trust | 2,187 | 4,208 |
Atlas Growth Partners, L.P | Swap | Commodity Contract | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, gross | 370 | 97 |
Gross Amounts Recognized, Liabilities | (201) | (661) |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, gross | 2,187 | 4,208 |
Total assets, fair value, net | 2,187 | 4,208 |
Level 1 | Rabbi trust | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Rabbi trust | 2,187 | 4,208 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, gross | 370 | 97 |
Gross Amounts Recognized, Liabilities | (201) | (661) |
Total assets, fair value, net | 169 | (564) |
Level 2 | Atlas Growth Partners, L.P | Swap | Commodity Contract | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets, gross | 370 | 97 |
Gross Amounts Recognized, Liabilities | $ (201) | $ (661) |
Fair Value of Financial Instr40
Fair Value of Financial Instruments (Narrative) (Details) $ in Millions | Mar. 31, 2017USD ($) |
First and Second Lien Credit Agreement | Level 1 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Long-term debt | $ 86.9 |
Certain Relationships and Rel41
Certain Relationships and Related Party Transactions (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Relationship With Drilling Partnerships | |||
Related Party Transaction [Line Items] | |||
Capital raised from investors | $ 36.7 | ||
Accrued well drilling and completion costs | 13.3 | ||
Titan | |||
Related Party Transaction [Line Items] | |||
Accounts Payable, Related Parties, Current | $ 8.9 | $ 3.3 | |
Relationship with AGP | |||
Related Party Transaction [Line Items] | |||
Percentage of capital contribution | 1.00% | ||
Payment for management fee | $ 0.6 | 0.6 | |
Relationship with Titan | |||
Related Party Transaction [Line Items] | |||
Accounts Payable, Related Parties, Current | $ 1.3 | $ 0.8 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Environmental remediation expense | $ 0 | $ 0 |
Cash Distributions - Additional
Cash Distributions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Common Limited Partners | ||
Distribution Made To Limited Partner [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 3.8 | |
Distribution Made to Member or Limited Partner, Distributions Paid, Per Unit | $ 0.0125 | |
Class C Preferred Limited Partners | ||
Distribution Made To Limited Partner [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 1.9 | |
Distribution Made to Member or Limited Partner, Distributions Paid, Per Unit | $ 0.17 | |
Class A General Partner | ||
Distribution Made To Limited Partner [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 0.1 | |
Distribution Made to Member or Limited Partner, Distributions Paid, Per Unit | $ 0.0125 | |
Class A Preferred Units | ||
Distribution Made To Limited Partner [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 1 | |
Atlas Energy | ||
Distribution Made To Limited Partner [Line Items] | ||
Distribution Policy, Members or Limited Partners, Description | We have a cash distribution policy under which we distribute, within 50 days following the end of each calendar quarter, all of our available cash (as defined in our limited liability company agreement) for that quarter to our unitholders. | |
Atlas Resource Partners, L.P. | ||
Distribution Made To Limited Partner [Line Items] | ||
Distribution Policy, Members or Limited Partners, Description | ARP had a monthly cash distribution program whereby ARP distributed all of its available cash (as defined in the partnership agreement) for that month to its unitholders within 45 days from the month end. | |
Atlas Resource Partners, L.P. | Class D Preferred Limited Partners | October 15, 2015 - January 14, 2016 | ||
Distribution Made To Limited Partner [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 2.2 | |
Distribution Made to Member or Limited Partner, Distributions Paid, Per Unit | $ 0.5390625 | |
Atlas Resource Partners, L.P. | Class E Preferred Limited Partners | October 15, 2015 - January 14, 2016 | ||
Distribution Made To Limited Partner [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 0.2 | |
Distribution Made to Member or Limited Partner, Distributions Paid, Per Unit | $ 0.671875 | |
Atlas Resource Partners, L.P. | Minimum | ||
Distribution Made To Limited Partner [Line Items] | ||
Percentage Of Distributions In Excess Of Targets | 13.00% | |
Atlas Resource Partners, L.P. | Maximum | ||
Distribution Made To Limited Partner [Line Items] | ||
Percentage Of Distributions In Excess Of Targets | 48.00% | |
Atlas Growth Partners, L.P | Common Limited Partners | ||
Distribution Made To Limited Partner [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 4.1 | |
Distribution Made to Member or Limited Partner, Distributions Paid, Per Unit | $ 0.1750 | |
Atlas Growth Partners, L.P | Class A General Partner | ||
Distribution Made To Limited Partner [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 0.1 | |
Distribution Made to Member or Limited Partner, Distributions Paid, Per Unit | $ 0.1750 |
Operating Segment Information44
Operating Segment Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reportable operating segments | 3 |
Operating Segment Information45
Operating Segment Information (Operating Segment Data) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 3,875 | $ 106,862 |
General and administrative | (1,785) | (21,920) |
Depreciation, depletion and amortization expense | (1,112) | (34,272) |
Interest expense | (4,929) | (29,448) |
Gain (loss) on early extinguishment of debt | 20,445 | |
Reportable Legal Entities | Atlas Resource Partners, L.P. | ||
Segment Reporting Information [Line Items] | ||
Revenues | 103,217 | |
Operating costs and expenses | (59,202) | |
Depreciation, depletion and amortization expense | (30,045) | |
Interest expense | (27,705) | |
Gain (loss) on early extinguishment of debt | 26,498 | |
Segment income (loss) | 12,763 | |
Reportable Legal Entities | Atlas Growth Partners, L.P | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,153 | 3,434 |
Operating costs and expenses | (2,333) | (3,503) |
Depreciation, depletion and amortization expense | (1,112) | (4,227) |
Segment income (loss) | (292) | (4,296) |
Operating Segments | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 722 | 211 |
General and administrative | (404) | (2,154) |
Interest expense | (4,929) | (1,743) |
Gain (loss) on early extinguishment of debt | (6,053) | |
Segment income (loss) | $ (4,611) | $ (9,739) |
Operating Segment Information46
Operating Segment Information (Reconciliation of Segment Income (Loss) to Net Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Net income (loss) | $ (4,903) | $ (1,272) |
Reportable Legal Entities | Atlas Resource Partners, L.P. | ||
Segment Reporting Information [Line Items] | ||
Net income (loss) | 12,763 | |
Reportable Legal Entities | Atlas Growth Partners, L.P | ||
Segment Reporting Information [Line Items] | ||
Net income (loss) | (292) | (4,296) |
Operating Segments | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Net income (loss) | $ (4,611) | $ (9,739) |
Operating Segment Information47
Operating Segment Information (Reconciliation of Segment Revenues to Total Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 3,875 | $ 106,862 |
Reportable Legal Entities | Atlas Resource Partners, L.P. | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 103,217 | |
Reportable Legal Entities | Atlas Growth Partners, L.P | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 3,153 | 3,434 |
Operating Segments | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 722 | $ 211 |
Operating Segment Information48
Operating Segment Information (Capital Expenditures) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |
Capital expenditures | $ 18,719 |
Reportable Legal Entities | Atlas Resource Partners, L.P. | |
Segment Reporting Information [Line Items] | |
Capital expenditures | 13,170 |
Reportable Legal Entities | Atlas Growth Partners, L.P | |
Segment Reporting Information [Line Items] | |
Capital expenditures | $ 5,549 |
Operating Segment Information49
Operating Segment Information (Balance Sheet) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 102,267 | $ 105,076 |
Reportable Legal Entities | Atlas Growth Partners, L.P | ||
Segment Reporting Information [Line Items] | ||
Total assets | 77,818 | 78,500 |
Operating Segments | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 24,449 | $ 26,576 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event | May 05, 2017shares |
Common Units | |
Subsequent Event [Line Items] | |
Series A preferred units elected to convert into common units | 5,900,000 |
Series A Preferred Units | |
Subsequent Event [Line Items] | |
Preferred units, outstanding | 1,900,000 |