Atlas Energy 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 13, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
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		31,973,122
Trading Symbol	ATLS

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 17,603	$ 12,009
Accounts receivable	608	835
Current derivative assets	68
Prepaid expenses and other	184	40
Total current assets	18,463	12,884
Property, plant and equipment, net	66,054	68,899
Long-term derivative assets	18
Other assets, net	20,895	23,293
Total assets	105,430	105,076
Current liabilities:
Accounts payable	378	890
Advances from affiliates	13,400	4,147
Current portion of derivative payable		284
Accrued interest	31	28
Accrued liabilities	8,465	12,050
Current portion of long-term debt	95,491	81,100
Total current liabilities	117,765	98,499
Long-term derivative liability		280
Asset retirement obligations and other	2,967	4,863
Commitments and contingencies (Note 8)
Unitholders’ equity (deficit):
Common unitholders’ equity (deficit)	(85,676)	(115,734)
Series A preferred equity		45,148
Warrants	1,868	1,868
Unitholders'/owner's equity excluding non-controlling interests	(83,808)	(68,718)
Non-controlling interests	68,506	70,152
Total unitholders’ equity (deficit)	(15,302)	1,434
Total liabilities and unitholders’ equity (deficit)	$ 105,430	$ 105,076

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenues:
Gas and oil production	$ 1,731	$ 21,045	$ 6,001	$ 127,420
Gain (loss) on mark-to-market derivatives	(449)	9,449	942	(18,188)
Other, net	16	175	879	1,045
Total revenues	1,298	42,237	7,822	135,286
Costs and expenses:
Gas and oil production	476	9,228	1,929	77,454
General and administrative	1,860	3,864	3,538	53,779
Depreciation, depletion and amortization	825	12,358	2,823	78,937
Total costs and expenses	3,161	34,986	8,290	228,501
Operating income (loss)	(1,863)	7,251	(468)	(93,215)
Interest expense	(5,478)	(13,712)	(15,201)	(79,004)
Gain (loss) on early extinguishment of debt, net				20,418
Reorganization items, net		(21,649)		(21,649)
Gain on deconsolidation				46,951
Other loss		(5,273)		(11,922)
Net income (loss)	(7,341)	13,568	(15,669)	(138,421)
Preferred unitholders’ dividends				(339)
Net loss attributable to non-controlling interests	1,022	23,619	1,646	132,916
Net income (loss) attributable to unitholders’ interests	$ (6,319)	$ 37,187	$ (14,023)	$ (5,844)
Net income (loss) attributable to unitholders per common unit (Note 2):
Basic	$ (0.20)	$ 1.41	$ (0.48)	$ (0.22)
Diluted	$ (0.20)	$ 1	$ (0.48)	$ (0.22)
Weighted average common units outstanding (Note 2):
Basic	31,973	26,038	29,288	26,032
Diluted	31,973	36,828	29,288	26,032
Atlas Resource Partners, L.P.
Revenues:
Drilling Partnerships management		$ 11,568		$ 25,009
Costs and expenses:
Drilling Partnerships management		9,536		18,331
Gain on deconsolidation		$ 46,951		$ 46,951

CONDENSED CONSOLIDATED STATEME4

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statement Of Income And Comprehensive Income [Abstract]
Net income (loss)	$ (7,341)	$ 13,568	$ (15,669)	$ (138,421)
Other comprehensive loss:
Reclassification to mark-to-market gains		(1,470)		(10,540)
Reclassification to gain on deconsolidation of Atlas Resource Partners, L.P..		(1,949)		(1,949)
Total other comprehensive loss		(3,419)		(12,489)
Comprehensive income (loss)	(7,341)	10,149	(15,669)	(150,910)
Comprehensive loss attributable to non-controlling interests	1,022	24,765	1,646	141,121
Comprehensive income (loss) attributable to unitholders’ interest	$ (6,319)	$ 34,914	$ (14,023)	$ (9,789)

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN UNITHOLDERS' EQUITY (DEFICIT) (Unaudited) - 9 months ended Sep. 30, 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		$ 2,144	$ (2,144)
Issuance of units (units)		85,760
Net issued and unissued units under incentive plan	(1,067)		$ (1,067)
Net issued and unissued units under incentive plan (units)			17,226
Conversion of Series A preferred units		$ (47,292)	$ 47,292
Conversion of Series A preferred units (units)		(1,891,618)	5,911,304
Net loss	(15,669)		$ (14,023)		(1,646)
Balance at Sep. 30, 2017	$ (15,302)		$ (85,676)	$ 1,868	$ 68,506
Balance units at Sep. 30, 2017			31,973,122	4,668,044

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (15,669)	$ (138,421)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion and amortization	2,823	78,937
Gain on early extinguishment of debts, net		(20,418)
(Gain) loss on derivatives	(453)	342
Amortization of deferred financing costs and debt discount	488	15,245
Non-cash compensation expense	(1,067)	4,603
Paid-in-kind interest	13,983	7,574
Other loss		11,922
Non cash gain on deconsolidation of ARP		(46,951)
Distributions paid to non-controlling interests		(20,844)
Equity income in unconsolidated companies	(879)	(837)
Distributions received from unconsolidated companies	1,187	1,372
Changes in operating assets and liabilities:
Monetization of ARP’s derivatives		243,552
Accounts receivable, prepaid expenses and other	30	65,055
Advances to/from affiliates	9,253	15,562
Accounts payable and accrued liabilities	(4,060)	(40,104)
Net cash provided by operating activities	5,636	176,589
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(27,730)
Other		769
Net cash used in investing activities		(26,961)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under ARP’s revolving credit facility		135,000
Repayments under ARP’s revolving credit facility		(291,191)
ARP senior note repurchases		(5,528)
Net proceeds from issuance of our subsidiaries’ units to the public		1,746
Dividends to preferred unitholders		(1,015)
Deferred financing costs, distribution equivalent rights and other	(42)	(4,137)
Net cash used in financing activities	(42)	(169,375)
Net change in cash and cash equivalents	5,594	(19,747)
Cash and cash equivalents, beginning of year	12,009	31,214
Cash and cash equivalents, end of period	$ 17,603	11,467
Atlas Energy | Term loan facilities
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments under term loan facilities		$ (4,250)

Organization

Organization	9 Months Ended
	Sep. 30, 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 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; • A 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. On August 29, 2017, Lightfoot announced a proposed sale transaction. See Note 2 for further disclosures regarding Lightfoot; and • A membership interest in the founder shares of Osprey Sponsor, LLC (“Osprey Sponsor”) received in August 2017. Osprey Sponsor is the sponsor of Osprey Energy Acquisition Corp (“Osprey”). We received our membership interest in recognition of potential utilization, if any, of our office space, advisory services and personnel by Osprey. See Note 2 for further disclosures regarding Osprey and Osprey Sponsor. At September 30, 2017, we had 31,973,122 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	9 Months Ended
	Sep. 30, 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 (“VIEs”) 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 VIEs’ 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 approximated 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. On September 29, 2017, we entered into an agreement with our lenders to extend the maturity date of our first lien credit agreement from September 30, 2017 to December 29, 2017. In addition to the $41.2 million of indebtedness due on December 29, 2017, we classified the remaining $55.4 million of outstanding indebtedness under our credit agreements as a current liability, based on the uncertainty regarding future covenant compliance. In total, we have $95.5 million of outstanding indebtedness under our credit agreements, which is net of $0.9 million of debt discounts and $0.1 million of deferred financing costs, as current portion of long term debt, net on our condensed consolidated balance sheet as of September 30, 2017. We continually monitor capital markets and may make changes to our capital structures 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 continue to 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 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. 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 September 30, 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 over Titan’s operating and financial decisions. As of September 30, 2017 and December 31, 2016, the net carrying amount of our investment in Titan was $0.2 million and zero, respectively, which was included in other assets, net on our condensed consolidated balance sheets. During the three and nine months ended September 30, 2017 and for the period from the Plan Effective Date to September 30, 2016, we recognized equity method loss of $0.3 million, equity method income of $0.2 million, and equity method loss of $0.2 million, respectively, within other, net on our condensed consolidated statements of operations. On the Plan Effective Date, we recorded our equity method investment of Titan at fair value of $0.6 million, which was recorded in gain on deconsolidation of ARP on our condensed consolidated statements of operations for each of the three and nine months ended September 30, 2016. Investment in Lightfoot. At September 30, 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 over Lightfoot’s operating and financial decisions. As of September 30, 2017 and December 31, 2016, the net carrying amount of our investment in Lightfoot was $18.3 million and $18.7 million, respectively, which was included in other assets, net on our condensed consolidated balance sheets. During the three months ended September 30, 2017 and 2016, we recognized equity method income of $0.2 million and $0.1 million, respectively, within other, net on our condensed consolidated statements of operations. For the nine months ended September 30, 2017 and 2016, we recognized equity method income of $0.7 million and $0.8 million, respectively, within other, net on our condensed consolidated statement of operations. During the three months ended September 30, 2017 and 2016, we received net cash distributions of approximately $0.4 million and $0.5 million, respectively. For the nine months ended September 30, 2017 and 2016, we received net cash distributions of approximately $1.2 million and $1.4 million, respectively. On August 29, 2017, Lightfoot G.P., Lightfoot L.P. and Lightfoot’s subsidiary, Arc Logistics Partners LP (NYSE: ARCX) (“Arc Logistics”), announced that they entered into a Purchase Agreement and Plan of Merger (the “Merger Agreement”) with Zenith Energy U.S., L.P. (together with its affiliates, “Zenith”), a portfolio company of Warburg Pincus, pursuant to which Zenith will acquire Arc Logistics GP LLC (“Arc GP”), the general partner of Arc Logistics (the “GP Transfer”), and all of the outstanding common units of Arc Logistics (the “Merger” and, together with the GP Transfer, the “Proposed Transaction”). Under the terms of the Merger Agreement, Lightfoot L.P. will receive $14.50 per common unit of Arc Logistics in cash for the approximately 5.2 million common units held by it. Lightfoot G.P. will receive $94.5 million for 100% of the membership interests in Arc GP. We anticipate receiving net proceeds of approximately $21.2 million. The completion of the Proposed Transaction is subject to a number of closing conditions, including, among others, approval by a majority of the outstanding Arc Logistics common unitholders and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Lightfoot, the owner of Arc GP and approximately 26.8% of the outstanding common units of Arc Logistics, has executed an agreement to vote in support of the Proposed Transaction. Additionally, the Proposed Transaction is subject to (i) the closing of the purchase by Zenith and Lightfoot from EFS Midstream Holdings LLC of certain of the interests in Arc Terminals Joliet Holdings, LLC, which indirectly owns, among other things, a crude oil unloading facility and a 4-mile crude oil pipeline in Joliet, Illinois, and (ii) the closing of the purchase by Zenith of a 5.51646 % interest (and, subject to certain conditions, an additional 4.16154% interest) in Gulf LNG Holdings Group, LLC (“Gulf LNG”), which owns a liquefied natural gas regasification and storage facility in Pascagoula, Mississippi, from LCP LNG Holdings, LLC, a subsidiary of Lightfoot L.P. (“LCP’). As a result of Lightfoot’s purchase of certain interests in Arc Terminals Joliet Holdings, LLC, we are expected to own 1.8% in Arc Terminals Joliet Holdings, LLC. We anticipate receiving net proceeds of approximately $3.0 million from LCP selling its interest in Gulf LNG, which is subject to certain closing conditions. The Proposed Transaction is not subject to a financing condition and closing is targeted at the end of the fourth quarter of 2017 or early in the first quarter of 2018. We anticipate that the net proceeds from the Proposed Transaction will be used to repay borrowings under our first lien credit agreement. In accordance with accounting standards related to the presentation of long-lived assets to be classified as held for sale, we continue to classify Lightfoot as held and used in our condensed financial statements and will continue to do so until the various closing conditions have been satisfied, including approval by a majority of the outstanding Arc Logistics common unitholders and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Investment in ARP . As a result of deconsolidating ARP and recording our equity method investment in ARP a fair value of zero on the date of the Chapter 11 Filings, we recognized a $46.4 million non-cash gain, which is recorded in gain on deconsolidation of ARP on our condensed combined consolidated statements of operations for the three and nine months ended September 30, 2016, and includes a $61.7 million gain related to the remeasurement of our retained noncontrolling investment to fair value. During the period after the Chapter 11 Filings through August 31, 2016, ARP generated a net loss and therefore we did not record any equity method income/(loss) based on our 25% proportionate share because such loss exceeded our investment. Due to the cancellation of ARP’s preferred limited partnership units and common limited partnership units without the receipt of any consideration or recovery on the Plan Effective Date, we no longer hold an equity method investment in ARP. Interest in Osprey Sponsor At September 30, 2017, we have a membership interest in Osprey Sponsor, which is the sponsor of Osprey. We received our membership interest in recognition of potential utilization, if any, of our office space, advisory services and personnel by Osprey. On July 26, 2017, Osprey, for which certain of our executives, namely Jonathan Cohen, Edward Cohen and Daniel Herz, serve as CEO, Executive Chairman and President, respectively, consummated its initial public offering. Osprey was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business transaction, one or more operating businesses or assets (a “Business Combination”) that Osprey has not yet identified. The initial public offering, including the overallotment exercised by the underwriters, generated net proceeds of $275 million through the issuance of 27.5 million units, which were contributed to a trust account and are intended to be applied generally toward consummating a Business Combination. Our membership interest in Osprey Sponsor is an allocation of 1,250,000 founder shares, consisting of 1,250,000 shares of Class B common stock of Osprey that are automatically convertible into Class A common stock of Osprey upon the consummation of a Business Combination on a one-for-one basis. Additionally, another 125,000 founder shares have been allocated to our employees other than Messrs. Cohen, Cohen and Herz. Pursuant to the Osprey Sponsor limited liability company agreement, owners of the founder shares agree to (i) vote their shares in favor of approving a Business Combination, (ii) waive their redemption rights in connection with the consummation of a Business Combination, and (iii) waive their rights to liquidating distributions from the trust account if Osprey fails to consummate a Business Combination. In addition, Osprey Sponsor has agreed to not to transfer, assign or sell any of the founder shares until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the last sales price of Osprey’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, Osprey consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of Osprey’s stockholders having the right to exchange their common stock for cash, securities or other property. We have determined that Osprey Sponsor is a VIE based on its limited liability company agreement. Through our direct interest and indirectly through the interests of our related parties, we have certain characteristics of a controlling financial interest and the power to direct activities that most significantly impact Osprey Sponsor’s economic performance; however, we are not the primary beneficiary. As a result, we do not consolidate Osprey Sponsor but rather apply the equity method of accounting as we, through our direct interest and indirectly through the interests of our related parties, have the ability to exercise significant influence over Osprey Sponsor’s operating and financial decisions. As of September 30, 2017, the net carrying amount of our interest in Osprey Sponsor was zero as our membership interest was received in recognition of potential utilization, if any, of our office space, advisory services and personnel by Osprey, and we have provided a nominal amount of services to Osprey as of September 30, 2017. During the three and nine months ended September 30, 2017, we did not recognize any equity method income as Osprey Sponsor has no operations. 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 September 30, 2017 and December 31, 2016, we reflected $2.3 million and $4.1 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 $2.3 million and $4.1 million, respectively, as of those same dates, within asset retirement obligations and other on our condensed consolidated balance sheets. During the nine months ended September 30, 2017 and 2016, we distributed $2.1 million and $2.3 million, respectively, to certain executives related to the rabbi trust. Accrued Liabilities We had $7.7 million and $10.6 million of accrued payroll and benefit items at September 30, 2017 and December 31, 2016, respectively, which were included within accrued liabilities on our condensed consolidated balance sheets. Share Based Compensation Plans For the nine months ended September 30, 2017, 764,900 phantom units under the 2015 Long-Term Incentive Plan (“2015 LTIP”) were forfeited, primarily due to Titan’s completion of the majority of the sale of its Appalachian assets and reductions in workforce, which resulted in a $2.4 million reversal of previously recognized stock compensation expense recorded in general and administrative expenses on our condensed consolidated statements of operation for the nine months ended September 30, 2017. 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. 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 September 30 Nine Months Ended September 30 2017 2016 2017 2016 Net income (loss) $ (7,341 ) $ 13,568 $ (15,669 ) $ (138,421 ) Preferred unitholders’ dividends — — — (339 ) Loss attributable to non-controlling interests 1,022 23,619 1,646 132,916 Net income (loss) attributable to common unitholders (6,319 ) 37,187 (14,023 ) (5,844 ) Less: Net income attributable to participating securities – phantom units (1) — (496 ) — — Net income (loss) utilized in the calculation of net loss attributable to common unitholders per unit – diluted (1) $ (6,319 ) $ 36,691 $ (14,023 ) $ (5,844 ) (1) For the three months ended September 30, 2017, net loss attributable to common unitholder’s ownership interest was not allocated to approximately 34,000 phantom units, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity. For the nine months ended September 30, 2017 and 2016, net loss attributable common unitholder’s ownership interest was not allocated to approximately 82,000 and 322,000 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 September 30 Nine Months Ended September 30 2017 2016 2017 2016 Weighted average number of common units—basic 31,973 26,038 29,288 26,032 Add effect of dilutive incentive awards (1) — 2,490 — — Add effect of dilutive convertible preferred units and warrants (2) — 8,300 — — Weighted average number of common units—diluted 31,973 36,828 29,288 26,032 (1) For the three months ended September 30, 2017, approximately 2,926,000 phantom units 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. For the nine months ended September 30, 2017, and 2016, approximately 3,195,000 and 2,623,000 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) For each of the three and nine months ended September 30, 2017, and the nine months ended September 30, 2016, our warrants issued in connection with the Second Lien Credit Agreement 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. For each of the three and nine months ended September 30, 2016, 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 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. We have made progress on our contract reviews and documentation.

Property, Plant and Equipment

Property, Plant and Equipment	9 Months Ended
	Sep. 30, 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): September 30, December 31, 2017 2016 Natural gas and oil properties: Proved properties $ 84,619 $ 84,631 Unproved properties 63,325 63,314 Support equipment and other 3,188 3,188 Total natural gas and oil properties 151,132 151,133 Less – accumulated depreciation, depletion and amortization (85,078 ) (82,234 ) $ 66,054 $ 68,899 As of September 30, 2017, we did not have any non-cash investing activity capital expenditures. During the nine months ended September 30, 2016, we recognized $20.6 million of non-cash investing activities capital expenditures, which were reflected within the changes in accounts payable and accrued liabilities on our condensed consolidated statement 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 were 6.3% and 6.6% for the three and nine months ended September 30, 2016, respectively. The aggregate amount of interest capitalized by ARP was $0.6 million and $5.4 million for the three and nine months ended September 30, 2016, respectively. For the three and nine months ended September 30, 2016, we recorded $0.6 million and $4.0 million, respectively, of ARP’s accretion expense related to asset retirement obligations within depreciation, depletion and amortization in our condensed consolidated statements of operations.

Debt

Debt	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Debt	NOTE 4—DEBT Total debt consists of the following at the dates indicated (in thousands): September 30, December 31, 2017 2016 First Lien Credit Agreement $ 41,172 $ 37,962 Second Lien Credit Agreement 55,366 44,593 Debt discount, net of accumulated amortization of $934 and $623 (934 ) (1,244 ) Deferred financing costs, net of accumulated amortization of $2,677 and $2,538, respectively (113 ) (211 ) Total debt, net 95,491 81,100 Less current maturities (95,491 ) (81,100 ) Total long-term debt, net $ — $ — Cash Interest. Cash payments for interest were $0.3 million and $0.2 million for the three months ended September 30, 2017 and 2016, respectively, and $0.7 million and $55.6 million for the nine months ended September 30, 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 nine months ended September 30, 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. On September 29, 2017, we entered into a further amendment to extend the maturity date of our First Lien Credit Agreement to December 29, 2017; • 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 ARP’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 September 30, 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 $41.2 million of amounts outstanding under our First Lien Credit Agreement due on December 29, 2017, we classified the $55.4 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 $95.5 million of outstanding indebtedness under our credit agreements, which is net of $0.9 million of debt discounts and $0.1 million of deferred financing costs, as current portion of long term debt, net on our condensed consolidated balance sheet as of September 30, 2017.

Derivative Instruments

Derivative Instruments	9 Months Ended
	Sep. 30, 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 fair value. 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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Portion of settlements associated with gains previously recognized within accumulated other comprehensive income, net of prior year offsets (1) $ — $ 1,470 $ — $ 10,540 Portion of settlements attributable to subsequent mark—to—market gains (2) 137 3,610 292 88,875 Total cash settlements on commodity derivative contracts $ 137 $ 5,080 $ 292 $ 99,415 Gain (loss) recognized on cash settlement (3) $ (53 ) $ 9,510 $ 489 $ (17,846 ) Gain (loss) recognized on open derivative (3) (396 ) (61 ) 453 (342 ) Gain (loss) on mark-to-market derivatives $ (449 ) $ 9,449 $ 942 $ (18,188 ) (1) Recognized in gas and oil production revenue. (2) Excludes the effects of the $235.3 million, net of $8.2 million in ARP’s hedge monetization fees, paid directly to ARP’s First Lien Credit Facility lenders upon the sale of substantially all of ARP’s commodity hedge positions on July 25, 2016 and July 26, 2016. (3) 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 September 30, 2017 Gross Amounts Recognized Gross Amounts Offset Net Amount Presented Current portion of derivative assets $ 170 $ (102 ) $ 68 Long-term portion of derivative assets 33 (15 ) 18 Total derivative assets $ 203 $ (117 ) $ 86 Current portion of derivative liabilities $ (102 ) $ 102 $ — Long-term portion of derivative liabilities (15 ) 15 — Total derivative liabilities $ (117 ) $ 117 $ — 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 September 30, 2017, AGP had the following commodity derivatives: Type Production Period Ending December 31, Volumes (1) Average Fixed Price (1) Fair Value Asset (in thousands) (2) Crude Oil – Fixed Price Swaps 2017 (3) 26,100 $ 53.517 $ 46 2018 74,500 $ 52.510 $ 40 AGP’s net assets 86 (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 three months of 2017 beginning October 1, 2017.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 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 September 30, 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 September 30, 2017 Assets, gross Rabbi trust $ 2,312 $ — $ — $ 2,312 AGP Commodity swaps — 203 — 203 Total assets, gross 2,312 203 — 2,515 Liabilities, gross AGP Commodity swaps — (117 ) — (117 ) Total derivative liabilities, gross — (117 ) — (117 ) Total assets, fair value, net $ 2,312 $ 86 $ — $ 2,398 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 September 30, 2017 approximated its carrying value of $96.5 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. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis Management estimated the fair values of ARP’s natural gas and oil properties transferred to ARP in June 2016 upon consolidation of certain Drilling Partnerships (see Note 7) based on a discounted cash flow model, which considered the estimated remaining lives of the wells based on reserve estimates, ARP’s future operating and development costs of the assets, the respective natural gas, oil and natural gas liquids forward price curves, and estimated salvage values using ARP’s historical experience and external estimates of recovery values. These estimates of fair value were Level 3 measurements as they were based on unobservable inputs. Management estimated the fair value of asset retirement obligations transferred to ARP in June 2016 upon consolidation of certain Drilling Partnerships (see Note 7) based on discounted cash flow projections using ARP’s historical experience in plugging and abandoning wells, the estimated remaining lives of those wells based on reserve estimates, external estimates as to the cost to plug and abandon the wells in the future considering inflation rates, federal and state regulatory requirements, and ARP’s assumed credit-adjusted risk-free interest rate. These estimates of fair value were Level 3 measurements as they were based on unobservable inputs. Management estimated the fair value of our equity method investment in ARP based on market data including ARP’s unit price and announcement of restructuring, which are Level 1 measurements as they are based on observable inputs. Management estimated the fair value of our equity method investment in Titan based on its estimated enterprise value and reorganizational value of assets and liabilities upon emergence from bankruptcy through fresh-start accounting utilizing the discounted cash flow method for both its gas and oil production business and its partnership management business based on the financial projections in ARP’s disclosure statement. The resulting fair value of Titan’s equity was used to value our equity method investment. These estimates of fair value are Level 3 measurements as they are based on unobservable inputs.

Certain Relationships and Relat

Certain Relationships and Related Party Transactions	9 Months Ended
	Sep. 30, 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 September 30, 2017 and December 31, 2016, we had payables of $13.3 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 consolidated balance sheets. 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 each of the three months ended September 30, 2017 and 2016, AGP paid a management fee of $0.6 million, and during each of the nine months ended September 30, 2017 and 2016, AGP paid a management fee of $1.7 million. 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 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 Osprey Sponsor . We received our membership interest in Osprey Sponsor in recognition of potential utilization, if any, of our office space, advisory services and personnel by Osprey, for which we will be reimbursed at cost. We have provided a nominal amount of services to Osprey as of September 30, 2017. Relationship with Drilling Partnerships . ARP conducted certain activities through, and a portion of its revenues were 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. In June 2016, ARP transferred $5.2 million of funds to certain of the Drilling Partnerships that were projected to make monthly or quarterly distributions to their limited partners over the next several months and/or quarter to ensure accessible distribution funding coverage in accordance with the respective Drilling Partnerships’ operations and partnership agreements in the event ARP experienced a prolonged restructuring period as ARP performed all administrative and management functions for the Drilling Partnerships. During the quarter ended June 30, 2016, ARP recorded $7.2 million and $12.4 million of gas and oil properties and asset retirement obligations, respectively, transferred to ARP as a result of certain Drilling Partnership liquidations. The gas and oil properties and asset retirement obligations were recorded at their fair values on the respective dates of the Drilling Partnerships’ liquidation and transfer to ARP (see Note 6) and resulted in a non-cash loss of $6.2 million, net of liquidation and transfer adjustments, for the three and nine months ended September 30, 2016, which was recorded in other income/(loss) in the condensed consolidated statements of operations. 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 September 30, 2017 and December 31, 2016, AGP had payables of $0.1 million and $0.8 million, respectively 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 consolidated balance sheets. 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	9 Months Ended
	Sep. 30, 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 September 30, 2017 and December 31, 2016.

Cash Distributions

Cash Distributions	9 Months Ended
	Sep. 30, 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 cash distributions on our units. Prior to these amendments, during the nine months ended September 30, 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 nine months ended September 30, 2016, ARP paid four monthly cash distributions totaling $5.1 million to common limited partners ($0.0125 per unit per month); $2.5 million to Preferred Class C limited partners ($0.0125 per unit per month); and $0.2 million to the General Partner Class A holder ($0.0125 per unit per month). During the nine months ended September 30, 2016, ARP paid two distributions totaling $4.4 million to Class D Preferred units ($0.5390625 per unit) for the period October 15, 2015 through April 14, 2016. During the nine months ended September 30, 2016, ARP paid two distributions totaling $0.3 million to Class E Preferred units ($0.671875 per unit) for the period October 15, 2015 through April 14, 2016. AGP Cash Distributions. During the nine months ended September 30, 2016, AGP paid a distribution of $12.2 million to common limited partners ($0.1750 per unit per quarter) and $0.3 million to the general partner’s Class A units ($0.1750 per unit per quarter). 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.

Operating Segment Information

Operating Segment Information	9 Months Ended
	Sep. 30, 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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Atlas Resource Partners: Revenues (1) $ — $ 39,198 $ — $ 125,582 Operating costs and expenses — (18,391 ) — (134,718 ) Depreciation, depletion and amortization expense — (8,460 ) — (67,513 ) Interest expense — (9,224 ) — (68,883 ) Gain on early extinguishment of debt — — — 26,498 Reorganization items, net — (21,649 ) — (21,649 ) Other income (loss) — 24 — (6,625 ) Segment loss $ — $ (18,502 ) $ — $ (147,308 ) Atlas Growth Partners: Revenues (1) $ 1,282 $ 2,918 $ 6,943 $ 8,911 Operating costs and expenses (1,518 ) (3,274 ) (5,830 ) (10,198 ) Depreciation, depletion and amortization expense (825 ) (3,898 ) (2,823 ) (11,424 ) Other loss — (5,297 ) — (5,297 ) Segment loss $ (1,061 ) $ (9,551 ) $ (1,710 ) $ (18,008 ) Corporate and other: Revenues $ 16 $ 121 $ 879 $ 793 General and administrative (2) (818 ) (963 ) 363 (4,648 ) Interest expense (5,478 ) (4,488 ) (15,201 ) (10,121 ) Loss on early extinguishment of debt — — — (6,080 ) Gain on deconsolidation of Atlas Resource Partners, L.P. — 46,951 — 46,951 Segment income (loss) $ (6,280 ) $ 41,621 $ (13,959 ) $ 26,895 Reconciliation of segment income (loss) to net loss: Segment income (loss): Atlas Resource Partners $ — $ (18,502 ) $ — $ (147,308 ) Atlas Growth Partners (1,061 ) (9,551 ) (1,710 ) (18,008 ) Corporate and other (6,280 ) 41,621 (13,959 ) 26,895 Net income (loss) $ (7,341 ) $ 13,568 $ (15,669 ) $ (138,421 ) Reconciliation of segment revenues to total revenues: Segment revenues: Atlas Resource Partners (1) $ — $ 39,198 $ — $ 125,582 Atlas Growth Partners (1) 1,282 2,918 6,943 8,911 Corporate and other 16 121 879 793 Total revenues $ 1,298 $ 42,237 $ 7,822 $ 135,286 Capital expenditures: Atlas Resource Partners $ — $ 2,335 $ — $ 21,155 Atlas Growth Partners — 248 — 6,575 Total capital expenditures $ — $ 2,583 $ — $ 27,730 September 30, December 31 , 2017 2016 Balance sheet: Total assets: Atlas Growth Partners $ 74,976 $ 78,500 Corporate and other 30,454 26,576 Total assets $ 105,430 $ 105,076 1) Revenues include respective portions of gains (losses) on mark—to—market derivatives. 2) As disclosed in Note 2, for the nine months ended September 30, 2017, 764,900 phantom units under the 2015 LTIP were forfeited, primarily due to Titan’s completion of the majority of the sale of its Appalachian assets and reductions in workforce, which resulted in a $2.4 million reversal of previously recognized stock compensation expense recorded in general and administrative expenses on our condensed consolidated statements of operations for the nine months ended September 30, 2017.

Basis of Presentation and Sum17

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 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 (“VIEs”) 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 VIEs’ 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 approximated 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. On September 29, 2017, we entered into an agreement with our lenders to extend the maturity date of our first lien credit agreement from September 30, 2017 to December 29, 2017. In addition to the $41.2 million of indebtedness due on December 29, 2017, we classified the remaining $55.4 million of outstanding indebtedness under our credit agreements as a current liability, based on the uncertainty regarding future covenant compliance. In total, we have $95.5 million of outstanding indebtedness under our credit agreements, which is net of $0.9 million of debt discounts and $0.1 million of deferred financing costs, as current portion of long term debt, net on our condensed consolidated balance sheet as of September 30, 2017. We continually monitor capital markets and may make changes to our capital structures 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 continue to 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 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. 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 September 30, 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 over Titan’s operating and financial decisions. As of September 30, 2017 and December 31, 2016, the net carrying amount of our investment in Titan was $0.2 million and zero, respectively, which was included in other assets, net on our condensed consolidated balance sheets. During the three and nine months ended September 30, 2017 and for the period from the Plan Effective Date to September 30, 2016, we recognized equity method loss of $0.3 million, equity method income of $0.2 million, and equity method loss of $0.2 million, respectively, within other, net on our condensed consolidated statements of operations. On the Plan Effective Date, we recorded our equity method investment of Titan at fair value of $0.6 million, which was recorded in gain on deconsolidation of ARP on our condensed consolidated statements of operations for each of the three and nine months ended September 30, 2016. Investment in Lightfoot. At September 30, 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 over Lightfoot’s operating and financial decisions. As of September 30, 2017 and December 31, 2016, the net carrying amount of our investment in Lightfoot was $18.3 million and $18.7 million, respectively, which was included in other assets, net on our condensed consolidated balance sheets. During the three months ended September 30, 2017 and 2016, we recognized equity method income of $0.2 million and $0.1 million, respectively, within other, net on our condensed consolidated statements of operations. For the nine months ended September 30, 2017 and 2016, we recognized equity method income of $0.7 million and $0.8 million, respectively, within other, net on our condensed consolidated statement of operations. During the three months ended September 30, 2017 and 2016, we received net cash distributions of approximately $0.4 million and $0.5 million, respectively. For the nine months ended September 30, 2017 and 2016, we received net cash distributions of approximately $1.2 million and $1.4 million, respectively. On August 29, 2017, Lightfoot G.P., Lightfoot L.P. and Lightfoot’s subsidiary, Arc Logistics Partners LP (NYSE: ARCX) (“Arc Logistics”), announced that they entered into a Purchase Agreement and Plan of Merger (the “Merger Agreement”) with Zenith Energy U.S., L.P. (together with its affiliates, “Zenith”), a portfolio company of Warburg Pincus, pursuant to which Zenith will acquire Arc Logistics GP LLC (“Arc GP”), the general partner of Arc Logistics (the “GP Transfer”), and all of the outstanding common units of Arc Logistics (the “Merger” and, together with the GP Transfer, the “Proposed Transaction”). Under the terms of the Merger Agreement, Lightfoot L.P. will receive $14.50 per common unit of Arc Logistics in cash for the approximately 5.2 million common units held by it. Lightfoot G.P. will receive $94.5 million for 100% of the membership interests in Arc GP. We anticipate receiving net proceeds of approximately $21.2 million. The completion of the Proposed Transaction is subject to a number of closing conditions, including, among others, approval by a majority of the outstanding Arc Logistics common unitholders and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Lightfoot, the owner of Arc GP and approximately 26.8% of the outstanding common units of Arc Logistics, has executed an agreement to vote in support of the Proposed Transaction. Additionally, the Proposed Transaction is subject to (i) the closing of the purchase by Zenith and Lightfoot from EFS Midstream Holdings LLC of certain of the interests in Arc Terminals Joliet Holdings, LLC, which indirectly owns, among other things, a crude oil unloading facility and a 4-mile crude oil pipeline in Joliet, Illinois, and (ii) the closing of the purchase by Zenith of a 5.51646 % interest (and, subject to certain conditions, an additional 4.16154% interest) in Gulf LNG Holdings Group, LLC (“Gulf LNG”), which owns a liquefied natural gas regasification and storage facility in Pascagoula, Mississippi, from LCP LNG Holdings, LLC, a subsidiary of Lightfoot L.P. (“LCP’). As a result of Lightfoot’s purchase of certain interests in Arc Terminals Joliet Holdings, LLC, we are expected to own 1.8% in Arc Terminals Joliet Holdings, LLC. We anticipate receiving net proceeds of approximately $3.0 million from LCP selling its interest in Gulf LNG, which is subject to certain closing conditions. The Proposed Transaction is not subject to a financing condition and closing is targeted at the end of the fourth quarter of 2017 or early in the first quarter of 2018. We anticipate that the net proceeds from the Proposed Transaction will be used to repay borrowings under our first lien credit agreement. In accordance with accounting standards related to the presentation of long-lived assets to be classified as held for sale, we continue to classify Lightfoot as held and used in our condensed financial statements and will continue to do so until the various closing conditions have been satisfied, including approval by a majority of the outstanding Arc Logistics common unitholders and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Investment in ARP . As a result of deconsolidating ARP and recording our equity method investment in ARP a fair value of zero on the date of the Chapter 11 Filings, we recognized a $46.4 million non-cash gain, which is recorded in gain on deconsolidation of ARP on our condensed combined consolidated statements of operations for the three and nine months ended September 30, 2016, and includes a $61.7 million gain related to the remeasurement of our retained noncontrolling investment to fair value. During the period after the Chapter 11 Filings through August 31, 2016, ARP generated a net loss and therefore we did not record any equity method income/(loss) based on our 25% proportionate share because such loss exceeded our investment. Due to the cancellation of ARP’s preferred limited partnership units and common limited partnership units without the receipt of any consideration or recovery on the Plan Effective Date, we no longer hold an equity method investment in ARP. Interest in Osprey Sponsor At September 30, 2017, we have a membership interest in Osprey Sponsor, which is the sponsor of Osprey. We received our membership interest in recognition of potential utilization, if any, of our office space, advisory services and personnel by Osprey. On July 26, 2017, Osprey, for which certain of our executives, namely Jonathan Cohen, Edward Cohen and Daniel Herz, serve as CEO, Executive Chairman and President, respectively, consummated its initial public offering. Osprey was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business transaction, one or more operating businesses or assets (a “Business Combination”) that Osprey has not yet identified. The initial public offering, including the overallotment exercised by the underwriters, generated net proceeds of $275 million through the issuance of 27.5 million units, which were contributed to a trust account and are intended to be applied generally toward consummating a Business Combination. Our membership interest in Osprey Sponsor is an allocation of 1,250,000 founder shares, consisting of 1,250,000 shares of Class B common stock of Osprey that are automatically convertible into Class A common stock of Osprey upon the consummation of a Business Combination on a one-for-one basis. Additionally, another 125,000 founder shares have been allocated to our employees other than Messrs. Cohen, Cohen and Herz. Pursuant to the Osprey Sponsor limited liability company agreement, owners of the founder shares agree to (i) vote their shares in favor of approving a Business Combination, (ii) waive their redemption rights in connection with the consummation of a Business Combination, and (iii) waive their rights to liquidating distributions from the trust account if Osprey fails to consummate a Business Combination. In addition, Osprey Sponsor has agreed to not to transfer, assign or sell any of the founder shares until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the last sales price of Osprey’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, Osprey consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of Osprey’s stockholders having the right to exchange their common stock for cash, securities or other property. We have determined that Osprey Sponsor is a VIE based on its limited liability company agreement. Through our direct interest and indirectly through the interests of our related parties, we have certain characteristics of a controlling financial interest and the power to direct activities that most significantly impact Osprey Sponsor’s economic performance; however, we are not the primary beneficiary. As a result, we do not consolidate Osprey Sponsor but rather apply the equity method of accounting as we, through our direct interest and indirectly through the interests of our related parties, have the ability to exercise significant influence over Osprey Sponsor’s operating and financial decisions. As of September 30, 2017, the net carrying amount of our interest in Osprey Sponsor was zero as our membership interest was received in recognition of potential utilization, if any, of our office space, advisory services and personnel by Osprey, and we have provided a nominal amount of services to Osprey as of September 30, 2017. During the three and nine months ended September 30, 2017, we did not recognize any equity method income as Osprey Sponsor has no operations.
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 September 30, 2017 and December 31, 2016, we reflected $2.3 million and $4.1 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 $2.3 million and $4.1 million, respectively, as of those same dates, within asset retirement obligations and other on our condensed consolidated balance sheets. During the nine months ended September 30, 2017 and 2016, we distributed $2.1 million and $2.3 million, respectively, to certain executives related to the rabbi trust.
Accrued Liabilities	Accrued Liabilities We had $7.7 million and $10.6 million of accrued payroll and benefit items at September 30, 2017 and December 31, 2016, respectively, which were included within accrued liabilities on our condensed consolidated balance sheets.
Share Based Compensation Plans	Share Based Compensation Plans For the nine months ended September 30, 2017, 764,900 phantom units under the 2015 Long-Term Incentive Plan (“2015 LTIP”) were forfeited, primarily due to Titan’s completion of the majority of the sale of its Appalachian assets and reductions in workforce, which resulted in a $2.4 million reversal of previously recognized stock compensation expense recorded in general and administrative expenses on our condensed consolidated statements of operation for the nine months ended September 30, 2017.
Conversion of Series A Preferred Units	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.
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 September 30 Nine Months Ended September 30 2017 2016 2017 2016 Net income (loss) $ (7,341 ) $ 13,568 $ (15,669 ) $ (138,421 ) Preferred unitholders’ dividends — — — (339 ) Loss attributable to non-controlling interests 1,022 23,619 1,646 132,916 Net income (loss) attributable to common unitholders (6,319 ) 37,187 (14,023 ) (5,844 ) Less: Net income attributable to participating securities – phantom units (1) — (496 ) — — Net income (loss) utilized in the calculation of net loss attributable to common unitholders per unit – diluted (1) $ (6,319 ) $ 36,691 $ (14,023 ) $ (5,844 ) (1) For the three months ended September 30, 2017, net loss attributable to common unitholder’s ownership interest was not allocated to approximately 34,000 phantom units, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity. For the nine months ended September 30, 2017 and 2016, net loss attributable common unitholder’s ownership interest was not allocated to approximately 82,000 and 322,000 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 September 30 Nine Months Ended September 30 2017 2016 2017 2016 Weighted average number of common units—basic 31,973 26,038 29,288 26,032 Add effect of dilutive incentive awards (1) — 2,490 — — Add effect of dilutive convertible preferred units and warrants (2) — 8,300 — — Weighted average number of common units—diluted 31,973 36,828 29,288 26,032 (1) For the three months ended September 30, 2017, approximately 2,926,000 phantom units 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. For the nine months ended September 30, 2017, and 2016, approximately 3,195,000 and 2,623,000 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) For each of the three and nine months ended September 30, 2017, and the nine months ended September 30, 2016, our warrants issued in connection with the Second Lien Credit Agreement 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. For each of the three and nine months ended September 30, 2016, 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 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. We have made progress on our contract reviews and documentation.

Basis of Presentation and Sum18

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 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 September 30 Nine Months Ended September 30 2017 2016 2017 2016 Net income (loss) $ (7,341 ) $ 13,568 $ (15,669 ) $ (138,421 ) Preferred unitholders’ dividends — — — (339 ) Loss attributable to non-controlling interests 1,022 23,619 1,646 132,916 Net income (loss) attributable to common unitholders (6,319 ) 37,187 (14,023 ) (5,844 ) Less: Net income attributable to participating securities – phantom units (1) — (496 ) — — Net income (loss) utilized in the calculation of net loss attributable to common unitholders per unit – diluted (1) $ (6,319 ) $ 36,691 $ (14,023 ) $ (5,844 ) (1) For the three months ended September 30, 2017, net loss attributable to common unitholder’s ownership interest was not allocated to approximately 34,000 phantom units, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity. For the nine months ended September 30, 2017 and 2016, net loss attributable common unitholder’s ownership interest was not allocated to approximately 82,000 and 322,000 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 September 30 Nine Months Ended September 30 2017 2016 2017 2016 Weighted average number of common units—basic 31,973 26,038 29,288 26,032 Add effect of dilutive incentive awards (1) — 2,490 — — Add effect of dilutive convertible preferred units and warrants (2) — 8,300 — — Weighted average number of common units—diluted 31,973 36,828 29,288 26,032 (1) For the three months ended September 30, 2017, approximately 2,926,000 phantom units 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. For the nine months ended September 30, 2017, and 2016, approximately 3,195,000 and 2,623,000 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) For each of the three and nine months ended September 30, 2017, and the nine months ended September 30, 2016, our warrants issued in connection with the Second Lien Credit Agreement 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. For each of the three and nine months ended September 30, 2016, 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)	9 Months Ended
	Sep. 30, 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): September 30, December 31, 2017 2016 Natural gas and oil properties: Proved properties $ 84,619 $ 84,631 Unproved properties 63,325 63,314 Support equipment and other 3,188 3,188 Total natural gas and oil properties 151,132 151,133 Less – accumulated depreciation, depletion and amortization (85,078 ) (82,234 ) $ 66,054 $ 68,899

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Schedule of Total Long-term Debt Instruments	Total debt consists of the following at the dates indicated (in thousands): September 30, December 31, 2017 2016 First Lien Credit Agreement $ 41,172 $ 37,962 Second Lien Credit Agreement 55,366 44,593 Debt discount, net of accumulated amortization of $934 and $623 (934 ) (1,244 ) Deferred financing costs, net of accumulated amortization of $2,677 and $2,538, respectively (113 ) (211 ) Total debt, net 95,491 81,100 Less current maturities (95,491 ) (81,100 ) Total long-term debt, net $ — $ —

Derivative Instruments (Tables)

Derivative Instruments (Tables)	9 Months Ended
	Sep. 30, 2017
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Summary of Commodity Derivative Activity Presentation in Statement of Operations	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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Portion of settlements associated with gains previously recognized within accumulated other comprehensive income, net of prior year offsets (1) $ — $ 1,470 $ — $ 10,540 Portion of settlements attributable to subsequent mark—to—market gains (2) 137 3,610 292 88,875 Total cash settlements on commodity derivative contracts $ 137 $ 5,080 $ 292 $ 99,415 Gain (loss) recognized on cash settlement (3) $ (53 ) $ 9,510 $ 489 $ (17,846 ) Gain (loss) recognized on open derivative (3) (396 ) (61 ) 453 (342 ) Gain (loss) on mark-to-market derivatives $ (449 ) $ 9,449 $ 942 $ (18,188 ) (1) Recognized in gas and oil production revenue. (2) Excludes the effects of the $235.3 million, net of $8.2 million in ARP’s hedge monetization fees, paid directly to ARP’s First Lien Credit Facility lenders upon the sale of substantially all of ARP’s commodity hedge positions on July 25, 2016 and July 26, 2016. (3) 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 September 30, 2017 Gross Amounts Recognized Gross Amounts Offset Net Amount Presented Current portion of derivative assets $ 170 $ (102 ) $ 68 Long-term portion of derivative assets 33 (15 ) 18 Total derivative assets $ 203 $ (117 ) $ 86 Current portion of derivative liabilities $ (102 ) $ 102 $ — Long-term portion of derivative liabilities (15 ) 15 — Total derivative liabilities $ (117 ) $ 117 $ — 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 September 30, 2017, AGP had the following commodity derivatives: Type Production Period Ending December 31, Volumes (1) Average Fixed Price (1) Fair Value Asset (in thousands) (2) Crude Oil – Fixed Price Swaps 2017 (3) 26,100 $ 53.517 $ 46 2018 74,500 $ 52.510 $ 40 AGP’s net assets 86 (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 three months of 2017 beginning October 1, 2017.

Fair Value of Financial Instr22

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2017 Assets, gross Rabbi trust $ 2,312 $ — $ — $ 2,312 AGP Commodity swaps — 203 — 203 Total assets, gross 2,312 203 — 2,515 Liabilities, gross AGP Commodity swaps — (117 ) — (117 ) Total derivative liabilities, gross — (117 ) — (117 ) Total assets, fair value, net $ 2,312 $ 86 $ — $ 2,398 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)	9 Months Ended
	Sep. 30, 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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Atlas Resource Partners: Revenues (1) $ — $ 39,198 $ — $ 125,582 Operating costs and expenses — (18,391 ) — (134,718 ) Depreciation, depletion and amortization expense — (8,460 ) — (67,513 ) Interest expense — (9,224 ) — (68,883 ) Gain on early extinguishment of debt — — — 26,498 Reorganization items, net — (21,649 ) — (21,649 ) Other income (loss) — 24 — (6,625 ) Segment loss $ — $ (18,502 ) $ — $ (147,308 ) Atlas Growth Partners: Revenues (1) $ 1,282 $ 2,918 $ 6,943 $ 8,911 Operating costs and expenses (1,518 ) (3,274 ) (5,830 ) (10,198 ) Depreciation, depletion and amortization expense (825 ) (3,898 ) (2,823 ) (11,424 ) Other loss — (5,297 ) — (5,297 ) Segment loss $ (1,061 ) $ (9,551 ) $ (1,710 ) $ (18,008 ) Corporate and other: Revenues $ 16 $ 121 $ 879 $ 793 General and administrative (2) (818 ) (963 ) 363 (4,648 ) Interest expense (5,478 ) (4,488 ) (15,201 ) (10,121 ) Loss on early extinguishment of debt — — — (6,080 ) Gain on deconsolidation of Atlas Resource Partners, L.P. — 46,951 — 46,951 Segment income (loss) $ (6,280 ) $ 41,621 $ (13,959 ) $ 26,895 Reconciliation of segment income (loss) to net loss: Segment income (loss): Atlas Resource Partners $ — $ (18,502 ) $ — $ (147,308 ) Atlas Growth Partners (1,061 ) (9,551 ) (1,710 ) (18,008 ) Corporate and other (6,280 ) 41,621 (13,959 ) 26,895 Net income (loss) $ (7,341 ) $ 13,568 $ (15,669 ) $ (138,421 ) Reconciliation of segment revenues to total revenues: Segment revenues: Atlas Resource Partners (1) $ — $ 39,198 $ — $ 125,582 Atlas Growth Partners (1) 1,282 2,918 6,943 8,911 Corporate and other 16 121 879 793 Total revenues $ 1,298 $ 42,237 $ 7,822 $ 135,286 Capital expenditures: Atlas Resource Partners $ — $ 2,335 $ — $ 21,155 Atlas Growth Partners — 248 — 6,575 Total capital expenditures $ — $ 2,583 $ — $ 27,730 September 30, December 31 , 2017 2016 Balance sheet: Total assets: Atlas Growth Partners $ 74,976 $ 78,500 Corporate and other 30,454 26,576 Total assets $ 105,430 $ 105,076

Organization (Narrative) (Detai

Organization (Narrative) (Details) - USD ($)	Sep. 02, 2016	Aug. 31, 2016	Aug. 31, 2016	Sep. 30, 2017	Sep. 30, 2017	Sep. 01, 2016
Organization [Line Items]
Common units issued				31,973,122	31,973,122
Common units outstanding				31,973,122	31,973,122
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%
Equity method investment percentage				2.00%	2.00%
Atlas Resource Partners, L.P.
Organization [Line Items]
Percentage of common equity interest			25.00%
General partner ownership interest		100.00%
Common limited partner ownership interest		23.30%
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%
Zenith Energy U.S., L.P.
Organization [Line Items]
Purchase agreement and plan of merger agreement date				Aug. 29, 2017

Basis of Presentation and Sum25

Basis of Presentation and Summary of Significant Accounting Policies (Narrative) (Details) - USD ($)	Sep. 29, 2017	Aug. 29, 2017	Jul. 26, 2017	May 05, 2017	Jul. 27, 2016	Mar. 30, 2016	Sep. 30, 2016	Aug. 31, 2016	Aug. 31, 2016	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Dec. 31, 2016	Sep. 01, 2016
Summary Of Significant Accounting Policies [Line Items]
Pro-rata share in Drilling Partnerships												30.00%
Distributions received from unconsolidated companies												$ 1,187,000	$ 1,372,000
Gain on deconsolidation													46,951,000
Rabbi Trust other assets										$ 20,895,000		20,895,000		$ 20,895,000	$ 23,293,000
Other liabilities recorded										2,967,000		$ 2,967,000		2,967,000	4,863,000
Series A Preferred Units [Member]
Summary Of Significant Accounting Policies [Line Items]
Conversion of Series A preferred units to common units				1,900,000
Common Units [Member]
Summary Of Significant Accounting Policies [Line Items]
Conversion of Series A preferred units to common units				5,900,000
2015 Phantom Units
Summary Of Significant Accounting Policies [Line Items]
Number of units forfeited												764,900
Reversal of stock compensation expense recognized												$ 2,400,000
Rabbi trust
Summary Of Significant Accounting Policies [Line Items]
Rabbi Trust other assets										2,300,000		2,300,000		2,300,000	4,100,000
Other liabilities recorded										$ 2,300,000		2,300,000		$ 2,300,000	4,100,000
Partnership distributed to executives												$ 2,100,000	2,300,000
Osprey Energy Acquisition Corp
Summary Of Significant Accounting Policies [Line Items]
Net proceeds from initial public offering			$ 275,000,000
Issuance of units in initial public offering			27,500,000
Common stock, conversion basis												one-for-one
Number of founder shares allocated to employees										125,000		125,000		125,000
Threshold of common stock sales price per share										$ 12		$ 12		$ 12
Terms of agreement												Osprey Sponsor has agreed to not to transfer, assign or sell any of the founder shares until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the last sales price of Osprey’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, Osprey consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of Osprey’s stockholders having the right to exchange their common stock for cash, securities or other property.
Osprey Sponsor, LLC
Summary Of Significant Accounting Policies [Line Items]
Net carrying amount of investment										$ 0		$ 0		$ 0
Equity method income (loss)										0		0
Merger Agreement | Arc GP
Summary Of Significant Accounting Policies [Line Items]
Price receivable as net proceeds for common unit held		$ 21,200,000
Merger Agreement | LCP LP | Arc GP
Summary Of Significant Accounting Policies [Line Items]
Receivable price per common unit in cash		$ 14.50
Number of common unit held		5,200,000
Merger Agreement | LCP GP | Arc GP
Summary Of Significant Accounting Policies [Line Items]
Price receivable as net proceeds for common unit held		$ 94,500,000
Percentage of membership interests		100.00%
Lightfoot Capital Partners, LP
Summary Of Significant Accounting Policies [Line Items]
Equity method income (loss)										200,000	$ 100,000	$ 700,000	800,000
Common limited partner ownership interest												12.00%
General partner ownership interest												15.90%
Distributions received from unconsolidated companies										400,000	500,000	$ 1,200,000	1,400,000
Lightfoot Capital Partners, LP | Arc GP
Summary Of Significant Accounting Policies [Line Items]
Percentage of common stock voting rights		26.80%
Gulf LNG Holdings Group, LLC
Summary Of Significant Accounting Policies [Line Items]
Common limited partner ownership interest		5.51646%
Common limited partner additional ownership interest		4.16154%
Gulf LNG Holdings Group, LLC | LCP LP
Summary Of Significant Accounting Policies [Line Items]
Net proceeds from equity method investments		$ 3,000,000
Arc Terminals Joliet Holdings, LLC
Summary Of Significant Accounting Policies [Line Items]
Common limited partner expected ownership interest percentage		1.80%
Other Assets | Lightfoot Capital Partners, LP
Summary Of Significant Accounting Policies [Line Items]
Net carrying amount of investment										18,300,000		18,300,000		18,300,000	18,700,000
Accrued Liabilities
Summary Of Significant Accounting Policies [Line Items]
Accrued payroll and benefit items										$ 7,700,000		$ 7,700,000		$ 7,700,000	10,600,000
Class B common stock | Osprey Energy Acquisition Corp
Summary Of Significant Accounting Policies [Line Items]
Founder shares allocated for membership interest										1,250,000		1,250,000		1,250,000
Titan
Summary Of Significant Accounting Policies [Line Items]
Equity method income (loss)							$ (200,000)			$ (300,000)		$ 200,000
Equity method investments																$ 600,000
Equity method proportionate														2.00%
Titan | Other Assets
Summary Of Significant Accounting Policies [Line Items]
Net carrying amount of investment										$ 200,000		$ 200,000		$ 200,000	$ 0
Titan | Series A Preferred Units
Summary Of Significant Accounting Policies [Line Items]
Equity method investment percentage										2.00%		2.00%		2.00%
Atlas Resource Partners, L.P.
Summary Of Significant Accounting Policies [Line Items]
Equity method investments					$ 0
Common limited partner ownership interest								23.30%
General partner ownership interest								100.00%
Gain on deconsolidation					46,400,000						$ 46,951,000		$ 46,951,000
Gain related to remeasurement of retained investment					$ 61,700,000
Equity method proportionate									25.00%
Credit Agreements
Summary Of Significant Accounting Policies [Line Items]
Outstanding indebtedness										$ 95,500,000		$ 95,500,000		$ 95,500,000
Debt discounts										900,000		900,000		900,000
Deferred financing costs										100,000		$ 100,000		100,000
Credit Agreements | First Lien Credit Agreement
Summary Of Significant Accounting Policies [Line Items]
Line of credit facility, expiration date												Sep. 30, 2017
Term loans						$ 35,000,000				41,200,000		$ 41,200,000		41,200,000
Line of credit facility extended expiration date	Dec. 29, 2017											Dec. 29, 2017
Credit Agreements | Second lien term loan facility
Summary Of Significant Accounting Policies [Line Items]
Line of credit facility, expiration date						Mar. 30, 2019
Term loans						$ 35,800,000				$ 55,400,000		$ 55,400,000		$ 55,400,000
Line of credit facility extended expiration date						Mar. 30, 2020

Basis of Presentation and Sum26

Basis of Presentation and Summary of Significant Accounting Policies (Schedule of Net Income (Loss) Reconciliation) (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Reconciliation Of Net Income Loss [Line Items]
Net income (loss)		$ (7,341)	$ 13,568	$ (15,669)	$ (138,421)
Preferred unitholders’ dividends					(339)
Loss attributable to non-controlling interests		1,022	23,619	1,646	132,916
Net income (loss) attributable to common unitholders		(6,319)	37,187	(14,023)	(5,844)
Less: Net income attributable to participating securities – phantom units	[1]		(496)
Net income (loss) utilized in the calculation of net loss attributable to common unitholders per unit – diluted	[1]	$ (6,319)	$ 36,691	$ (14,023)	$ (5,844)
Antidilutive Phantom Unit Securities Excluded from Computation of Diluted Earnings Attributable to Common Unit Holders Outstanding Units		34,000		82,000	322,000
Continuing Operations
Reconciliation Of Net Income Loss [Line Items]
Preferred unitholders’ dividends					$ (339)
[1]	For the three months ended September 30, 2017, net loss attributable to common unitholder’s ownership interest was not allocated to approximately 34,000 phantom units, because the contractual terms of the phantom units as participating securities do not require the holders to share in the losses of the entity. For the nine months ended September 30, 2017 and 2016, net loss attributable common unitholder’s ownership interest was not allocated to approximately 82,000 and 322,000 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 Sum27

Basis of Presentation and Summary of Significant Accounting Policies (Reconciliation of Weighted Average Number of Common Unit Holder Units) (Details) - shares		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Accounting Policies [Abstract]
Weighted average number of common units—basic		31,973,000	26,038,000	29,288,000	26,032,000
Add effect of dilutive incentive awards	[1]		2,490,000
Add effect of dilutive convertible preferred units and warrants	[2]		8,300,000
Weighted average number of common units—diluted		31,973,000	36,828,000	29,288,000	26,032,000
Antidilutive Securities Excluded From Computation Of Diluted Net Income (Loss) Attributable To Common Limited Partners Outstanding Units		2,926,000		3,195,000	2,623,000
[1]	For the three months ended September 30, 2017, approximately 2,926,000 phantom units 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. For the nine months ended September 30, 2017, and 2016, approximately 3,195,000 and 2,623,000 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]	For each of the three and nine months ended September 30, 2017, and the nine months ended September 30, 2016, our warrants issued in connection with the Second Lien Credit Agreement 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. For each of the three and nine months ended September 30, 2016, 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 Equipment28

Property, Plant and Equipment (Summary of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Property Plant And Equipment [Abstract]
Proved properties	$ 84,619	$ 84,631
Unproved properties	63,325	63,314
Support equipment and other	3,188	3,188
Total natural gas and oil properties	151,132	151,133
Less – accumulated depreciation, depletion and amortization	(85,078)	(82,234)
Property, plant and equipment, Net, Total	$ 66,054	$ 68,899

Property, Plant and Equipment29

Property, Plant and Equipment (Narrative) (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Property Plant And Equipment [Line Items]
Non-cash investing activities capital expenditures		$ 0	$ 20,600,000
Atlas Resource Partners, L.P.
Property Plant And Equipment [Line Items]
Weighted average interest rate used to capitalize interest	6.30%		6.60%
Interest costs capitalized	$ 600,000		$ 5,400,000
Atlas Resource Partners, L.P. | Depreciation, depletion and amortization
Property Plant And Equipment [Line Items]
Accretion expense related to asset retirement obligations	$ 600,000		$ 4,000,000

Debt (Schedule of Total Debt Ou

Debt (Schedule of Total Debt Outstanding) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Debt discount, net of accumulated amortization	$ (934)	$ (1,244)
Total debt, net	95,491	81,100
Less current maturities	(95,491)	(81,100)
Atlas Energy
Debt Instrument [Line Items]
Deferred financing costs, net of accumulated amortization	(113)	(211)
Atlas Energy | First Lien Credit Agreement
Debt Instrument [Line Items]
Term loans	41,172	37,962
Atlas Energy | Second lien term loan facility
Debt Instrument [Line Items]
Term loans	$ 55,366	$ 44,593

Debt (Schedule of Total Debt 31

Debt (Schedule of Total Debt Outstanding) (Parenthetical) (Details) - Atlas Energy - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Accumulated amortization of debt discount	$ 934	$ 623
Accumulated amortization of deferred financing costs	$ 2,677	$ 2,538

Debt (Narrative) (Details)

Debt (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Debt Disclosure [Abstract]
Cash Payments For Interest On Debt	$ 0.3	$ 0.2	$ 0.7	$ 55.6

Debt (Credit Agreements) (Detai

Debt (Credit Agreements) (Details)	Sep. 29, 2017	Mar. 30, 2016USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2016USD ($)	Apr. 27, 2016shares
Debt Instrument [Line Items]
Gain (loss) on early extinguishment of debt				$ 20,418,000
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			$ 95,500,000
Debt discounts			900,000
Deferred financing costs			100,000
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	$ 41,200,000
Line of credit facility, expiration date			Sep. 30, 2017
Line of credit facility extended expiration date	Dec. 29, 2017		Dec. 29, 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%
First Lien Credit Agreement | Credit Agreements | Riverstone Credit Agreement
Debt Instrument [Line Items]
Line of credit facility extended expiration date	Dec. 29, 2017
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
Debt Instrument [Line Items]
Asset coverage ratio			2
Second lien term loan facility | Credit Agreements
Debt Instrument [Line Items]
Term loans		$ 35,800,000	$ 55,400,000
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 (Summary

Derivative Instruments (Summary of Commodity Derivative Activity and Presentation in Partnership's Consolidated Statement of Operations) (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 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]		$ 1,470		$ 10,540
Portion of settlements attributable to subsequent mark to market gains	[2]	$ 137	3,610	$ 292	88,875
Total cash settlements on commodity derivative contracts		137	5,080	292	99,415
Gain (loss) recognized on cash settlement	[3]	(53)	9,510	489	(17,846)
Gain (loss) recognized on open derivative contracts	[3]	(396)	(61)	453	(342)
Gain (loss) on mark-to-market derivatives		$ (449)	$ 9,449	$ 942	$ (18,188)
[1]	Recognized in gas and oil production revenue.
[2]	Excludes the effects of the $235.3 million, net of $8.2 million in ARP’s hedge monetization fees, paid directly to ARP’s First Lien Credit Facility lenders upon the sale of substantially all of ARP’s commodity hedge positions on July 25, 2016 and July 26, 2016.
[3]	Recognized in gain (loss) on mark-to-market derivatives.

Derivative Instruments (Summa35

Derivative Instruments (Summary of Commodity Derivative Activity and Presentation in Partnership's Consolidated Statement of Operations) (Parenthetical) (Details) - Atlas Resource Partners, L.P. - First Lien Credit Facility $ in Millions	Jul. 27, 2016USD ($)
Derivative Instruments Gain Loss [Line Items]
Effect of hedge monetization fees paid	$ 235.3
Net of hedge monetization fees paid	$ 8.2

Derivative Instruments (Fair Va

Derivative Instruments (Fair Values of the Company's Derivative Instruments Table) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Derivatives Fair Value [Line Items]
Gross Amounts Recognized, Assets	$ 2,515	$ 4,305
Gross Amounts Recognized, Liabilities	(117)	(661)
Atlas Growth Partners, L.P | Derivative Financial Instruments Current Liabilities
Derivatives Fair Value [Line Items]
Gross Amounts Recognized, Liabilities	(102)	(381)
Gross Amounts Offset, Liabilities	102	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	(15)	(280)
Gross Amounts Offset, Liabilities	15
Net Amount Presented, Liabilities		(280)
Atlas Growth Partners, L.P | Derivative Financial Instruments Liabilities
Derivatives Fair Value [Line Items]
Gross Amounts Recognized, Liabilities	(117)	(661)
Gross Amounts Offset, Liabilities	117	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	170	97
Gross Amounts Offset, Assets	(102)	(97)
Net Amount Presented, Assets	68
Atlas Growth Partners, L.P | Long-term portion of derivative assets
Derivatives Fair Value [Line Items]
Gross Amounts Recognized, Assets	33
Gross Amounts Offset, Assets	(15)
Net Amount Presented, Assets	18
Atlas Growth Partners, L.P | Total derivative assets
Derivatives Fair Value [Line Items]
Gross Amounts Recognized, Assets	203	97
Gross Amounts Offset, Assets	(117)	$ (97)
Net Amount Presented, Assets	$ 86

Derivative Instruments (The Com

Derivative Instruments (The Company's Commodity Derivative Instruments by Type Table) (Details) - Atlas Growth Partners, L.P $ in Thousands	Sep. 30, 2017USD ($)bbl$ / bbl
Derivatives Fair Value [Line Items]
Fair Value Asset / (Liability)	$ 86	[1]
Crude Oil - Fixed Price Swaps for Production Period Ending December 31, 2017
Derivatives Fair Value [Line Items]
Derivatives Nonmonetary Volume Notional Amount | bbl	26,100	[2],[3]
Derivative, Swap Type, Average Fixed Price | $ / bbl	53.517	[2],[3]
Fair Value Asset / (Liability)	$ 46	[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)	$ 40	[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 three months of 2017 beginning October 1, 2017.
[3]	Volumes for crude oil are stated in barrels.

Fair Value of Financial Instr38

Fair Value of Financial Instruments (Schedule of Financial Instruments at Fair Value) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, gross	$ 2,515	$ 4,305
Liabilities, gross	(117)	(661)
Total assets, fair value, net	2,398	3,644
Rabbi trust
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Rabbi trust	2,312	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	203	97
Liabilities, gross	(117)	(661)
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, gross	2,312	4,208
Total assets, fair value, net	2,312	4,208
Level 1 | Rabbi trust
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Rabbi trust	2,312	4,208
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, gross	203	97
Liabilities, gross	(117)	(661)
Total assets, fair value, net	86	(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	203	97
Liabilities, gross	$ (117)	$ (661)

Fair Value of Financial Instr39

Fair Value of Financial Instruments (Narrative) (Details) $ in Millions	Sep. 30, 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	$ 96.5

Certain Relationships and Rel40

Certain Relationships and Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Jun. 30, 2016	Mar. 31, 2016
Related Party Transaction [Line Items]
Other income (loss)		$ (5,273)		$ (11,922)
Relationship With Drilling Partnerships
Related Party Transaction [Line Items]
Capital raised from investors							$ 36,700
Accrued well drilling and completion costs							$ 13,300
Funds transferred to partners						$ 5,200
Oil and gas properties transferred						7,200
Asset retirement obligation						$ 12,400
Other income (loss)		(6,200)		(6,200)
Titan
Related Party Transaction [Line Items]
Accounts Payable, Related Parties, Current	$ 13,300		$ 13,300		$ 3,300
Relationship with AGP
Related Party Transaction [Line Items]
Percentage of capital contribution	1.00%		1.00%
Payment for management fee	$ 600	$ 600	$ 1,700	$ 1,700
Relationship with Titan
Related Party Transaction [Line Items]
Accounts Payable, Related Parties, Current	$ 100		$ 100		$ 800

Commitments and Contingencies (

Commitments and Contingencies (Narrative) (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 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	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Common Limited Partners
Distribution Made To Limited Partner [Line Items]
Distribution Made to Limited Partner, Cash Distributions Paid		$ 5.1
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		$ 2.5
Distribution Made to Member or Limited Partner, Distributions Paid, Per Unit		$ 0.0125
Class A General Partner
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		$ 0.0125
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 – April 14, 2016
Distribution Made To Limited Partner [Line Items]
Distribution Made to Limited Partner, Cash Distributions Paid		$ 4.4
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 – April 14, 2016
Distribution Made To Limited Partner [Line Items]
Distribution Made to Limited Partner, Cash Distributions Paid		$ 0.3
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		$ 12.2
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		$ 0.3
Distribution Made to Member or Limited Partner, Distributions Paid, Per Unit		$ 0.1750
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.

Operating Segment Information43

Operating Segment Information (Narrative) (Details)	9 Months Ended
	Sep. 30, 2017Segment
Segment Reporting [Abstract]
Number of reportable operating segments	3

Operating Segment Information44

Operating Segment Information (Operating Segment Data) (Details) - USD ($) $ in Thousands		Jul. 27, 2016	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting Information [Line Items]
Revenues			$ 1,298	$ 42,237	$ 7,822	$ 135,286
Depreciation, depletion and amortization expense			(825)	(12,358)	(2,823)	(78,937)
Interest expense			(5,478)	(13,712)	(15,201)	(79,004)
Gain (loss) on early extinguishment of debt						20,418
Reorganization items, net				(21,649)		(21,649)
Other income (loss)				(5,273)		(11,922)
Gain on deconsolidation						46,951
Atlas Resource Partners, L.P.
Segment Reporting Information [Line Items]
Gain on deconsolidation		$ 46,400		46,951		46,951
Reportable Legal Entities | Atlas Resource Partners, L.P.
Segment Reporting Information [Line Items]
Revenues	[1]			39,198		125,582
Operating costs and expenses				(18,391)		(134,718)
Depreciation, depletion and amortization expense				(8,460)		(67,513)
Interest expense				(9,224)		(68,883)
Gain (loss) on early extinguishment of debt						26,498
Reorganization items, net				(21,649)		(21,649)
Other income (loss)				24		(6,625)
Segment income (loss)				(18,502)		(147,308)
Reportable Legal Entities | Atlas Growth Partners, L.P
Segment Reporting Information [Line Items]
Revenues	[1]		1,282	2,918	6,943	8,911
Operating costs and expenses			(1,518)	(3,274)	(5,830)	(10,198)
Depreciation, depletion and amortization expense			(825)	(3,898)	(2,823)	(11,424)
Other income (loss)				(5,297)		(5,297)
Segment income (loss)			(1,061)	(9,551)	(1,710)	(18,008)
Operating Segments | Corporate and Other
Segment Reporting Information [Line Items]
Revenues			16	121	879	793
General and administrative	[2]		(818)	(963)	363	(4,648)
Interest expense			(5,478)	(4,488)	(15,201)	(10,121)
Gain (loss) on early extinguishment of debt						(6,080)
Segment income (loss)			$ (6,280)	$ 41,621	$ (13,959)	$ 26,895
[1]	Revenues include respective portions of gains (losses) on mark—to—market derivatives.
[2]	As disclosed in Note 2, for the nine months ended September 30, 2017, 764,900 phantom units under the 2015 LTIP were forfeited, primarily due to Titan’s completion of the majority of the sale of its Appalachian assets and reductions in workforce, which resulted in a $2.4 million reversal of previously recognized stock compensation expense recorded in general and administrative expenses on our condensed consolidated statements of operations for the nine months ended September 30, 2017.

Operating Segment Information45

Operating Segment Information (Reconciliation of Segment Income (Loss) to Net Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting Information [Line Items]
Net income (loss)	$ (7,341)	$ 13,568	$ (15,669)	$ (138,421)
Reportable Legal Entities | Atlas Resource Partners, L.P.
Segment Reporting Information [Line Items]
Net income (loss)		(18,502)		(147,308)
Reportable Legal Entities | Atlas Growth Partners, L.P
Segment Reporting Information [Line Items]
Net income (loss)	(1,061)	(9,551)	(1,710)	(18,008)
Operating Segments | Corporate and Other
Segment Reporting Information [Line Items]
Net income (loss)	$ (6,280)	$ 41,621	$ (13,959)	$ 26,895

Operating Segment Information46

Operating Segment Information (Reconciliation of Segment Revenues to Total Revenues) (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting Information [Line Items]
Total revenues		$ 1,298	$ 42,237	$ 7,822	$ 135,286
Reportable Legal Entities | Atlas Resource Partners, L.P.
Segment Reporting Information [Line Items]
Total revenues	[1]		39,198		125,582
Reportable Legal Entities | Atlas Growth Partners, L.P
Segment Reporting Information [Line Items]
Total revenues	[1]	1,282	2,918	6,943	8,911
Operating Segments | Corporate and Other
Segment Reporting Information [Line Items]
Total revenues		$ 16	$ 121	$ 879	$ 793
[1]	Revenues include respective portions of gains (losses) on mark—to—market derivatives.

Operating Segment Information47

Operating Segment Information (Capital Expenditures) (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Segment Reporting Information [Line Items]
Capital expenditures	$ 2,583	$ 27,730
Reportable Legal Entities | Atlas Resource Partners, L.P.
Segment Reporting Information [Line Items]
Capital expenditures	2,335	21,155
Reportable Legal Entities | Atlas Growth Partners, L.P
Segment Reporting Information [Line Items]
Capital expenditures	$ 248	$ 6,575

Operating Segment Information48

Operating Segment Information (Balance Sheet) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
Total assets	$ 105,430	$ 105,076
Reportable Legal Entities | Atlas Growth Partners, L.P
Segment Reporting Information [Line Items]
Total assets	74,976	78,500
Operating Segments | Corporate and Other
Segment Reporting Information [Line Items]
Total assets	$ 30,454	$ 26,576

Operating Segment Information49

Operating Segment Information (Parenthetical) (Details) - 2015 Phantom Units $ in Millions	9 Months Ended
	Sep. 30, 2017USD ($)shares
Segment Reporting Information [Line Items]
Number of units forfeited | shares	764,900
Reversal of stock compensation expense recognized | $	$ 2.4