Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 16, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Units Outstanding | 31,973,790 | |
Trading Symbol | ATLS |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 3,239 | $ 12,929 |
Accounts receivable | 864 | 564 |
Advances to affiliates | 459 | |
Prepaid expenses and other | 128 | 160 |
Total current assets | 4,690 | 13,653 |
Property, plant and equipment, net | 68,199 | 65,293 |
Investment in common stock | 13,750 | |
Other assets, net | 3,585 | 5,102 |
Total assets | 90,224 | 84,048 |
Current liabilities: | ||
Accounts payable | 793 | 332 |
Advances from affiliates | 9,715 | 9,602 |
Current portion of derivative payable | 361 | 497 |
Accrued liabilities | 4,865 | 7,971 |
Current portion of long-term debt | 96,015 | 79,350 |
Total current liabilities | 111,749 | 97,752 |
Asset retirement obligations and other | 649 | 1,968 |
Commitments and contingencies (Note 6) | ||
Unitholders’ equity (deficit): | ||
Common unitholders’ equity (deficit) | (89,698) | (84,900) |
Warrants | 1,868 | 1,868 |
Unitholders'/owner's equity excluding non-controlling interests | (87,830) | (83,032) |
Non-controlling interests | 65,656 | 67,360 |
Total unitholders’ equity (deficit) | (22,174) | (15,672) |
Total liabilities and unitholders’ equity (deficit) | $ 90,224 | $ 84,048 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Gain (loss) on mark-to-market derivatives | $ (26) | $ (449) | $ (604) | $ 942 |
Investment loss | (263) | (263) | ||
Other, net | 1 | 16 | 12 | 879 |
Total revenues | 2,773 | 1,298 | 6,947 | 7,822 |
Costs and expenses: | ||||
Gas and oil production | 663 | 476 | 2,105 | 1,929 |
General and administrative | 540 | 1,860 | 4,096 | 3,538 |
Depreciation, depletion and amortization | 1,274 | 825 | 3,973 | 2,823 |
Total costs and expenses | 2,477 | 3,161 | 10,174 | 8,290 |
Operating income (loss) | 296 | (1,863) | (3,227) | (468) |
Interest expense | (6,193) | (5,478) | (17,274) | (15,201) |
Other income | 14,013 | 14,013 | ||
Net income (loss) | 8,116 | (7,341) | (6,488) | (15,669) |
Net income (loss) attributable to non-controlling interests | (167) | 1,022 | 1,704 | 1,646 |
Net income (loss) attributable to unitholders’ interests | $ 7,949 | $ (6,319) | $ (4,784) | $ (14,023) |
Net income (loss) attributable to unitholders per common unit (Note 2): | ||||
Basic | $ 0.25 | $ (0.20) | $ (0.15) | $ (0.48) |
Diluted | $ 0.24 | $ (0.20) | $ (0.15) | $ (0.48) |
Weighted average common units outstanding (Note 2): | ||||
Basic | 31,974 | 31,973 | 31,974 | 29,288 |
Diluted | 32,779 | 31,973 | 31,974 | 29,288 |
Natural Gas | ||||
Revenues: | ||||
Revenues | $ 51 | $ 74 | $ 152 | $ 252 |
Oil | ||||
Revenues: | ||||
Revenues | 2,849 | 1,559 | 7,266 | 5,467 |
NGLs | ||||
Revenues: | ||||
Revenues | $ 161 | $ 98 | $ 384 | $ 282 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN UNITHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands | Total | Series A Preferred Equity | Common Unitholders' Equity (Deficit) | Warrants | Non-Controlling Interest |
Balance at Dec. 31, 2016 | $ 1,434 | $ 45,148 | $ (115,734) | $ 1,868 | $ 70,152 |
Balance units at Dec. 31, 2016 | 1,805,858 | 26,044,592 | 4,668,044 | ||
Issuance of units | $ 1,599 | $ (1,599) | |||
Issuance of units (units) | 63,945 | ||||
Net issued and unissued units under incentive plan | 359 | $ 359 | |||
Net issued and unissued units under incentive plan (units) | 17,226 | ||||
Net loss | (4,903) | $ (4,622) | (281) | ||
Balance at Mar. 31, 2017 | (3,110) | $ 46,747 | $ (121,596) | $ 1,868 | 69,871 |
Balance units at Mar. 31, 2017 | 1,869,803 | 26,061,818 | 4,668,044 | ||
Issuance of units | $ 545 | $ (545) | |||
Issuance of units (units) | 21,815 | ||||
Net issued and unissued units under incentive plan | (1,766) | (1,766) | |||
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 | (3,425) | $ (3,082) | (343) | ||
Balance at Jun. 30, 2017 | (8,301) | $ (79,697) | $ 1,868 | 69,528 | |
Balance units at Jun. 30, 2017 | 31,973,122 | 4,668,044 | |||
Net issued and unissued units under incentive plan | 340 | $ 340 | |||
Net loss | (7,341) | (6,319) | (1,022) | ||
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 | |||
Balance at Dec. 31, 2017 | (15,672) | $ (84,900) | $ 1,868 | 67,360 | |
Balance units at Dec. 31, 2017 | 31,973,122 | 4,668,044 | |||
Net issued and unissued units under incentive plan | 250 | $ 250 | |||
Net issued and unissued units under incentive plan (units) | 396 | ||||
Net loss | (6,962) | $ (6,068) | (894) | ||
Balance at Mar. 31, 2018 | (22,384) | $ (90,718) | $ 1,868 | 66,466 | |
Balance units at Mar. 31, 2018 | 31,973,518 | 4,668,044 | |||
Net issued and unissued units under incentive plan | (85) | $ (85) | |||
Net issued and unissued units under incentive plan (units) | 272 | ||||
Net loss | (7,642) | $ (6,665) | (977) | ||
Balance at Jun. 30, 2018 | (30,111) | $ (97,468) | $ 1,868 | 65,489 | |
Balance units at Jun. 30, 2018 | 31,973,790 | 4,668,044 | |||
Net issued and unissued units under incentive plan | (179) | $ (179) | |||
Net loss | 8,116 | 7,949 | 167 | ||
Balance at Sep. 30, 2018 | $ (22,174) | $ (89,698) | $ 1,868 | $ 65,656 | |
Balance units at Sep. 30, 2018 | 31,973,790 | 4,668,044 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,488) | $ (15,669) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation, depletion and amortization | 3,973 | 2,823 |
(Gain) loss on derivatives | 271 | (453) |
Investment loss | 263 | |
Amortization of deferred financing costs and debt discount | 627 | 488 |
Non-cash compensation expense | (14) | (1,067) |
Other income | (14,013) | |
Paid-in-kind interest | 16,134 | 13,983 |
Equity income in unconsolidated companies | (879) | |
Distributions received from unconsolidated companies | 92 | 1,187 |
Changes in operating assets and liabilities: | ||
Accounts receivable, prepaid expenses and other | (607) | 30 |
Advances to/from affiliates | (346) | 9,253 |
Accounts payable and accrued liabilities | (2,732) | (4,060) |
Net cash provided by (used in) operating activities | (2,840) | 5,636 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (6,792) | |
Net cash used in investing activities | (6,792) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Deferred financing costs and other | (58) | (42) |
Net cash used in financing activities | (58) | (42) |
Net change in cash and cash equivalents | (9,690) | 5,594 |
Cash and cash equivalents, beginning of year | 12,929 | 12,009 |
Cash and cash equivalents, end of period | $ 3,239 | $ 17,603 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | NOTE 1—ORGANIZATION We are a publicly traded (OTCQB: ATLS) Delaware limited liability company formed in October 2011. Our operations primarily consist of our ownership interests in the following: • 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; • Effective September 17, 2018, 1,250,000 shares of common stock of Falcon Minerals Corporation (“Falcon Minerals”), which were converted from our membership interest in the founder shares of Osprey Sponsor, LLC (“Osprey Sponsor”), which we received in August 2017. Osprey Sponsor was previously the sponsor of Osprey Energy Acquisition Corp. (“Osprey”), a company which acquired the assets of Royal Resources L.P. and subsequently changed its name to Falcon Minerals Corporation in August 2018. 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 Sponsor and Falcon Minerals; • 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. See Note 2 for further disclosures regarding Lightfoot; and • A 2% preferred membership interest in Titan Energy, LLC (“Titan”), an independent developer and producer of natural gas, crude oil and NGL with operations in basins across the United States. 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. At September 30, 2018, we had 31,973,790 common units issued and outstanding. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
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 2017. We determined that AGP is a variable interest entity (“VIE”) based on AGP’s partnership agreement; our power, as the general partner, to direct the activities that most significantly impact AGP’s economic performance; and our ownership of AGP’s incentive distribution rights. Accordingly, we consolidate the financial statements of AGP into our condensed consolidated financial statements. AGP’s operating results and asset balances are presented separately in Note 7 – Operating Segment Information. As the general partner for AGP, we have unlimited liability for the obligations of AGP except for those contractual obligations that are expressly made without recourse to the general partner. The non-controlling interest in AGP is 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 intercompany transactions have been eliminated. 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, Falcon Minerals, 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 the 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. We continue to face significant liquidity issues and are currently considering, and are likely to make, changes to our capital structure to maintain sufficient liquidity, meet our debt obligations and manage our balance sheet. Without a further extension from our lenders or other significant transaction or capital infusion, we do not expect to have sufficient liquidity to repay our first lien credit agreement at December 31, 2018, and as a result, there is substantial doubt regarding our ability to continue as a going concern. The amounts outstanding under our credit agreements were classified as current liabilities on our balance sheet as both obligations are due within one year from the balance sheet date. In total, we have $96.0 million of outstanding indebtedness under our credit agreements, net of $0.3 million of debt discounts and deferred financing costs, reflected as the current portion of long term debt, net on our condensed consolidated balance sheet as of September 30, 2018. We may make changes to our capital structure from time to time. For example, we could pursue options such as refinancing or reorganizing our indebtedness or capital structure 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 changes to our debt or equity capital structure would be possible. 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. 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 the fair value of derivative instruments and our investment in Lightfoot. The oil and natural gas industry principally conducts 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 may differ from those estimates. Derivative Instruments We enter into certain financial contracts to manage our exposure to movement in commodity prices. The derivative instruments recorded in the condensed consolidated balance sheets are measured as either an asset or liability at fair value. Changes in the fair value of derivative instruments are recognized in the current period within gain (loss) on mark-to-market derivatives in our condensed consolidated statements of operations. We use a market approach fair value methodology to value the assets and liabilities for our outstanding derivative instruments. We manage and report derivative assets and liabilities on the basis of our exposure to market risks and credit risks by counterparty. Commodity derivative instruments are valued based on observable market data related to the change in price of the underlying commodity and are therefore defined as Level 2 assets and liabilities within the same class of nature and risk. These derivative values were calculated by utilizing commodity indices, quoted prices for futures and options contracts traded on open markets that coincide with the underlying commodity, expiration period, strike price (if applicable) and pricing formula utilized in the derivative instrument. The following table summarizes the commodity derivative activity for the period indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Gains (losses) recognized on cash settlement $ 44 $ (53 ) $ (333 ) $ 489 Changes in fair value on open derivative contracts (70 ) (396 ) (271 ) 453 Gain (loss) on mark-to-market derivatives $ (26 ) $ (449 ) $ (604 ) $ 942 As of September 30 2018, we had commodity derivatives for 17,900 barrels at an average fixed price of $52.66 which mature throughout the remainder of 2018. The fair value of our commodity derivatives resulted in a liability of $0.4 million as of September 30, 2018. Revenue Recognition On January 1, 2018, we adopted ASU No. 2014–09, Revenue from Contracts with Customers Oil, Natural Gas, and NGL Revenues Our revenues are derived from the sale of oil, natural gas, and NGLs, which is recognized in the period that the performance obligations are satisfied. We generally consider the delivery of each unit (Bbl or MMBtu) to be separately identifiable and the delivery of each unit represents a distinct performance obligation that is satisfied at a point-in-time once control of the product has been transferred to the customer upon delivery to an agreed upon delivery point. Transfer of control typically occurs when the products are delivered to the purchaser, and title has transferred. Revenue is recognized net of royalties due to third parties in an amount that reflects the consideration we expect to receive in exchange for those products. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by us from a customer, are excluded from revenue. Payment is generally received one month after the sale has occurred. Our oil production is primarily sold under market-sensitive contracts that are typically priced at a differential to the New York Mercantile Exchange (“NYMEX”) price or at purchaser posted prices for the producing area. For oil contracts, we generally record sales based on the net amount received. Our natural gas production is primarily sold under market-sensitive contracts that are typically priced at a differential to the published natural gas index price for the producing area due to the natural gas quality and the proximity to major consuming markets. For natural gas contracts, we generally record wet gas sales (which consists of natural gas and NGLs based on end products after processing) at the wellhead or inlet of the plant as revenues net of transportation, gathering and processing expenses if the processor is the customer and there is no redelivery of commodities to us at the tailgate of the plant. Conversely, we generally record residual natural gas and NGL sales at the tailgate of the plant on a gross basis along with the associated transportation, gathering and processing expenses if the processor is a service provider and there is redelivery of commodities to us at the tailgate of the plant. All facts and circumstances of an arrangement are considered and judgment is often required in making this determination. Transaction Price Allocated to Remaining Performance Obligations A significant number of our product sales are short-term in nature with contract terms of one year or less, though generally subject to customary evergreen clauses pursuant to which these contracts typically automatically renew under the same terms and conditions. For those contracts, we have utilized the practical expedient allowed in the new revenue standard that exempts us from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. For product sales that have a contract term greater than one year, we have utilized the practical expedient that exempts us from disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these sales contracts, each unit of product generally represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. Currently, our product sales that have a contractual term greater than one year have no long-term fixed consideration. Contract Balances Under our sales contracts, customers are invoiced once performance obligations have been satisfied, at which point our right to payment is unconditional. Accordingly, our product sales contracts do not give rise to contract assets or liabilities. Accounts receivable attributable to our revenue contracts with customers was $0.9 million and $0.6 million at September 30, 2018 and December 31, 2017, respectively. Equity Method Investments Investment in Titan . 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. At September 30, 2018, we had a 2% Series A Preferred interest in Titan. As of September 30, 2018 and December 31, 2017, the net carrying amount of our investment in Titan was zero. During the three months ended September 30, 2018 and 2017, we recognized equity method loss of zero and $0.3 million, respectively, within other revenues, net on our condensed consolidated statements of operations. During the nine months ended September 30, 2018 and 2017, we recognized equity method income of zero and $0.2 million, respectively, within other revenues, net on our condensed consolidated statements of operations. Investment in Lightfoot. At September 30, 2018, 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. On August 29, 2017, Lightfoot G.P., Lightfoot L.P. and Lightfoot’s subsidiary, Arc Logistics Partners LP (NYSE: ARCX) (“Arc Logistics”), 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. received $14.50 per common unit of Arc Logistics in cash for the approximately 5.2 million common units held by it. Lightfoot G.P. received $94.5 million for 100% of the membership interests in Arc GP. In December 2017, Lightfoot closed on a portion of the Proposed Transaction which resulted in a net distribution to us of $21.6 million. We used the net proceeds to pay down $21.6 million of our first lien credit agreement. The remaining part of the Proposed Transaction was subject to 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”). In July 2018, an arbitration panel rejected a Gulf LNG customer contract, and therefore Zenith will not proceed with the remaining part of the Proposed Transaction. Accordingly, we will not receive any further proceeds from the Proposed Transaction. During the three months ended September 30, 2018 and 2017, we recognized equity method income of zero and $0.2 million, respectively, within other revenues, net on our condensed consolidated statements of operations. During the nine months ended September 30, 2018 and 2017, we recognized equity method income of $5.7 million and $0.7 million, respectively, within other revenues, net on our condensed consolidated statements of operations. The $5.7 million of equity method income recognized during the nine months ended September 30, 2018 included $5.6 million of equity method income resulting from Lightfoot’s accounting for the Proposed Transaction in the fourth quarter of 2017, which was recorded in our condensed consolidated statements of operations on a two quarter lag. During the nine months ended September 30, 2018, we recognized $5.7 million of other than temporary impairment on our equity method investment in Lightfoot within other revenues, net on our condensed consolidated statements of operations, due to an arbitration panel rejecting a Gulf LNG customer contract, which will significantly reduce Lightfoot’s future equity method income to us. During the three months ended September 30, 2018 and 2017, we received cash distributions from Lightfoot of zero and $0.4 million, respectively. During the nine months ended September 30, 2018 and 2017, we received cash distributions from Lightfoot of $0.1 million and $1.2 million, respectively. As of September 30, 2018 and December 31, 2017, the net carrying amount of our investment in Lightfoot was zero. Interest in Joliet Terminal In connection with the closing of the first portion of Lightfoot’s Proposed Transaction in December 2017, we acquired a 1.8% ownership interest in Zenith Energy Terminals Joliet Holdings, LLC (“Joliet Terminal”) for $3.3 million, which is included within other assets, net, on our condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017. Our investment in Joliet Terminal is classified as a nonmarketable equity security without a readily determinable fair value and is recorded at cost, less impairment, if any, in accordance with the accounting guidance measurement alternative. If an observable event occurs, we would estimate the fair value of our investment based on Level 2 inputs that could be derived from observable price changes of similar securities adjusted for insignificant differences in rights and obligations, and the changes in value would be recorded in other revenues, net on our condensed consolidated statement of operations. Interest in Osprey Sponsor Through September 17, 2018, we had owned a membership interest in Osprey Sponsor, which was previously 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, had served 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. 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 were applied generally toward consummating a business combination. Our membership interest in Osprey Sponsor was an allocation of 1,250,000 founder shares, consisting of 1,250,000 shares of Class B common stock of Osprey that were 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 had been allocated to our employees. Pursuant to the Osprey Sponsor limited liability company agreement, owners of the founder shares agreed 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 failed to consummate a business combination. In addition, Osprey Sponsor agreed 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. On August 23, 2018, Osprey completed its acquisition of the assets of Royal Resources L.P. (“Royal”), an entity owned by funds managed by Blackstone Energy Partners and Blackstone Capital Partners (“Blackstone”), (the “Business Combination”). The acquired Royal assets represented the entirety of Blackstone’s mineral interests in the Eagle Ford Shale. In connection with the closing of the Business Combination, Osprey changed its name to Falcon Minerals and appointed Daniel Herz as the Chief Executive Officer and President. Blackstone retained a significant ownership stake at closing representing approximately 47% of outstanding common stock. Our membership interest in Osprey Sponsor’s 1,250,000 shares of Class B common stock of Osprey were automatically converted into Class A common stock of Osprey upon the consummation of the Business Combination on a one-for-one basis. As a result of the conversion, we recorded the Osprey common stock at fair value based on Level 1 inputs using quoted market prices and recognized a $16.3 million gain within other income on our condensed consolidated statements of operations for the three and nine months ended September 30, 2018. Interest in Falcon Minerals Common Stock On September 17, 2018, our 1,250,000 shares of Osprey Class A common stock were converted into Class A common stock of Falcon Minerals. As a result of the conversion, we recorded a $16.3 million loss on our Osprey common stock and recognized a $14 million gain our Falcon Minerals common stock at fair value based on Level 1 inputs using quoted market prices within other income on our condensed consolidated statements of operations for the three and nine months ended September 30, 2018. At September 30, 2018, our interest in Falcon Minerals common stock was $13.8 million, which is recorded at fair value based on Level 1 inputs using quoted market prices and reflected in investment in common stock on our condensed consolidated balance sheet. During the three and nine months ended September 30, 2018, we recognized a $0.3 million investment loss on adjustment to fair value of our Falcon Minerals common stock on our condensed consolidated statements of 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, 2018 and December 31, 2017, we reflected $0.2 million and $1.5 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 $0.2 million and $1.5 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, 2018 and 2017, we distributed $1.3 million and $2.1 million, respectively, to certain executives related to the rabbi trust. Accrued Liabilities We had $4.3 million and $6.6 million of accrued payroll and benefit items at September 30, 2018 and December 31, 2017, respectively, which were included within accrued liabilities on our condensed consolidated balance sheets. 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. Unvested unit-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities. A portion of our phantom unit awards, which consist of common units issuable under the terms of our long-term incentive plans and incentive compensation agreements, contain non-forfeitable rights to distribution equivalents. The participation rights result in a non-contingent transfer of value each time we declare a distribution or distribution equivalent right during the award’s vesting period. However, unless the contractual terms of the participating securities require the holders to share in the losses of the entity, net loss is not allocated to the participating securities. As such, the net income utilized in the calculation of net income (loss) per unit must be after the allocation of only net income to the phantom units on a pro-rata basis. 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, 2018 2017 2018 2017 Net income (loss) $ 8,116 $ (7,341 ) $ (6,488 ) $ (15,669 ) Preferred unitholders’ dividends — — — — Income (loss) attributable to non-controlling interests (167 ) 1,022 1,704 1,646 Net income (loss) attributable to common unitholders 7,949 (6,319 ) (4,784 ) (14,023 ) Less: Net income attributable to participating securities – phantom units (1) 3 — — — Net income (loss) utilized in the calculation of net loss attributable to common unitholders per unit – diluted $ 7,946 $ (6,319 ) $ (4,784 ) $ (14,023 ) (1) Net income (loss) attributable to common unitholders for the net income (loss) attributable to common unitholders per unit calculation is net income (loss) attributable to common unitholders, less income allocable to participating securities. For the three months ended September 30, 2017, net loss attributable to common unitholder’s ownership interest was not allocated to 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 three months ended September 30, 2018, phantom units are included in the computation of net income (loss) attributable to common unitholders because the inclusion would have been dilutive given our net income for the period. For the nine months ended September 30, 2018 and 2017, net loss attributable to common unitholder’s ownership interest was not allocated to 12,000 and 82,000 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, 2018 2017 2018 2017 Weighted average number of common units—basic 31,974 31,973 31,974 29,288 Add effect of dilutive incentive awards (1) 805 — — — Add effect of dilutive convertible preferred units and warrants (2) — — — — Weighted average number of common units—diluted 32,779 31,973 31,974 29,288 (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 three months ended September 30, 2018, phantom units are included in the computation of diluted earnings attributable to common units because the inclusion would have been dilutive given our net income for the period. For the nine months ended September 30, 2018 and 2017, approximately 1,398,000 and 3,195,000 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 the three and nine months ended September 30, 2018 and 2017, 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 would have been anti-dilutive. For the three and nine months ended September 30, 2017, 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 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. In January 2018, the FASB issued additional amendments to provide an optional transition practical expedient to not evaluate existing or expired land easements that were not previously accounted for under current leasing guidance. An entity that elects this practical expedient should evaluate new or modified land easements beginning at the date of adoption. We do not currently account for any land easements under the current leasing guidance and plan to utilize this practical expedient in conjunction with the adoption the updated accounting guidance related to leases. We are currently in the process of determining the impact that the updated accounting guidance will have on our condensed consolidated financial statements and will continue to monitor relevant industry guidance regarding the implementation of the standard. In January 2016, the FASB updated the accounting guidance related to the recognition and measurement of financial assets and financial liabilities. The updated accounting guidance, among other things, requires that all nonconsolidated equity investments, except those accounted for under the equity method, be measured at fair value and that the changes in fair value be recognized in net income. The accounting guidance requires nonmarketable equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. We adopted the new accounting guidance on January 1, 2018 and applied the measurement alternative to our interest in Joliet Terminal as there is not a readily determinable fair value for our investment. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 December 31, 2017 Natural gas and oil properties: Proved properties $ 154,803 $ 147,932 Support equipment and other 3,188 3,188 157,991 151,120 Less – accumulated depreciation, depletion and amortization (89,792 ) (85,827 ) $ 68,199 $ 65,293 During the nine months ended September 30, 2018, we deployed $6.8 million of cash on hand to drill and complete one Eagle Ford Shale well that turned in-line in May 2018. During the nine months ended September 30, 2018 and 2017, we did not have any material non-cash investing activity capital expenditures. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4—DEBT Total debt consists of the following at the dates indicated (in thousands): September 30, December 31, 2018 2017 First Lien Credit Agreement $ 22,413 $ 20,666 Second Lien Credit Agreement 73,939 59,552 Debt discount, net of accumulated amortization of $1,556 and $1,090, respectively (311 ) (778 ) Deferred financing costs, net of accumulated amortization of $2,822 and $2,704, respectively (26 ) (90 ) Total debt, net 96,015 79,350 Less current maturities (96,015 ) (79,350 ) Total long-term debt, net $ — $ — The estimated fair value of our debt at September 30, 2018 approximated its carrying value of $96.1 million, which consisted of credit agreements that bear interest at variable rates and are categorized as Level 1 values. Cash Interest. Cash payments for interest were $0.6 million and $0.3 million for the nine months ended September 30, 2018 and 2017, respectively Credit Agreements First Lien Credit Agreement . Our first lien 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”), was scheduled to mature on September 30, 2017. Between September 29, 2017 and October 2, 2018, we entered into a series of amendments to extend the maturity of our First Lien Credit Agreement to December 31, 2018. The First Lien Credit Agreement has an applicable cash interest rate margin for ABR Loans and Eurodollar Loans of 0.50% and 1.50%, respectively, and an 11% interest rate payable in-kind through an increase in the outstanding principal. As of September 30, 2018, we were not in compliance with the financial covenants required by the First Lien Credit Agreement Second Lien Credit Agreement. Our second lien credit agreement with Riverstone and the Lenders (the “Second Lien Credit Agreement”) matures on March 30, 2019 and has an unamortized discount of $0.3 million as of September 30, 2018, related to the 4,668,044 warrants issued in connection with the Second 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. As of September 30, 2018, we were not in compliance with the financial covenants required by the Second Lien Credit Agreement. 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. The amounts outstanding under our First Lien Credit Agreement and Second Lien Credit Agreement were classified as current liabilities on our balance sheet as both obligations are due within one year from the balance sheet date. In total, we have $96.0 million of outstanding indebtedness under our credit agreements, net of $0.3 million of debt discounts and deferred financing costs, reflected as the current portion of long term debt, net on our condensed consolidated balance sheet as of September 30, 2018. |
Certain Relationships and Relat
Certain Relationships and Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Certain Relationships And Related Party Transactions | NOTE 5—CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 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, 2018 and December 31, 2017, we had a net payable to Titan of $9.7 million and $9.6 million, respectively, 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. The $9.7 million and $9.6 million net payables to Titan include a $15.1 million amount originating prior to Titan’s Chapter 11 Filings of which there is uncertainty regarding the timing and amount of payment, if any, to Titan. Relationship with AGP . AGP does not directly employ any persons to manage or operate its business. These functions are provided by employees of us and/or our affiliates. Atlas Growth Partners, GP, LLC (“AGP GP”) receives an annual management fee in connection with its management of AGP equivalent to 1% of capital contributions per annum. During both of the three months ended September 30, 2018 and 2017, AGP paid a management fee of $0.6 million. During both of the nine months ended September 30, 2018 and 2017, 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 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 Lightfoot . Jonathan Cohen, Executive Chairman of the Company’s board of directors, is the Chairman of the board of directors of Lightfoot G.P. As part of the relationship, we assumed the obligations under an agreement pursuant to which Mr. Cohen receives compensation in recognition of his continued service as chair of Lightfoot G.P. Pursuant to the agreement, Mr. Cohen receives an amount equal to 10% of the distributions that we receive from the Lightfoot entities, excluding amounts that constitute a return of capital to us. During the three months ended September 30, 2018 and 2017, Mr. Cohen received compensation in accordance with the above agreement of zero and $0.1 million, respectively. During the nine months ended September 30, 2018 and 2017, Mr. Cohen received compensation in accordance with the above agreement of zero and $0.1 million, respectively. Relationship with Osprey Sponsor and Falcon Minerals . We received our membership interest in Osprey Sponsor in recognition of potential utilization, if any, of our office space, advisory services and personnel by Falcon Minerals (previously Osprey), for which we will be reimbursed at cost. We have provided a nominal amount of services to Falcon Minerals as of September 30, 2018. 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, 2018 and December 31, 2017, AGP had receivables from Titan of $0.5 million and payables to Titan of $0.1 million, respectively, related to the direct costs, indirect cost allocation, and timing of funding of cash accounts for reimbursement of operating activities and capital expenditures, which were recorded in advances to/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) 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, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6—COMMITMENTS AND CONTINGENCIES Legal Proceedings We are parties to various routine legal proceedings arising in 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, 2018 or December 31, 2017. |
Operating Segment Information
Operating Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Operating Segment Information | NOTE 7—OPERATING SEGMENT INFORMATION Our operations include two reportable operating segments: 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), Titan (see Note 2) and Falcon Minerals (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 Month Ended September 30, 2018 2017 2018 2017 Atlas Growth Partners: Revenues (1) $ 3,035 $ 1,282 $ 7,198 $ 6,943 Operating costs and expenses (1,588 ) (1,518 ) (4,995 ) (5,830 ) Depreciation, depletion and amortization expense (1,274 ) (825 ) (3,973 ) (2,823 ) Segment income (loss) $ 173 $ (1,061 ) $ (1,770 ) $ (1,710 ) Corporate and other: Revenues $ (262 ) $ 16 (251 ) 879 General and administrative 385 (818 ) (1,206 ) 363 Interest expense (6,193 ) (5,478 ) (17,274 ) (15,201 ) Other income 14,013 — 14,013 — Segment income (loss) $ 7,943 $ (6,280 ) $ (4,718 ) $ (13,959 ) Reconciliation of segment income (loss) to net loss: Segment income (loss): Atlas Growth Partners 173 (1,061 ) (1,770 ) (1,710 ) Corporate and other 7,943 (6,280 ) (4,718 ) (13,959 ) Net income (loss) $ 8,116 $ (7,341 ) $ (6,488 ) $ (15,669 ) Reconciliation of segment revenues to total revenues: Segment revenues: Atlas Growth Partners 3,035 1,282 7,198 6,943 Corporate and other (262 ) 16 (251 ) 879 Total revenues $ 2,773 $ 1,298 $ 6,947 $ 7,822 Capital expenditures: Atlas Growth Partners 765 — 6,792 — Total capital expenditures $ 765 $ — $ 6,792 $ — September 30, December 31, 2018 2017 Balance sheet: Total assets: Atlas Growth Partners $ 72,088 $ 74,219 Corporate and other 18,136 9,829 Total assets $ 90,224 $ 84,048 1) Revenues include respective portions of gains (losses) on mark—to—market derivatives. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation and Combination | 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 2017. We determined that AGP is a variable interest entity (“VIE”) based on AGP’s partnership agreement; our power, as the general partner, to direct the activities that most significantly impact AGP’s economic performance; and our ownership of AGP’s incentive distribution rights. Accordingly, we consolidate the financial statements of AGP into our condensed consolidated financial statements. AGP’s operating results and asset balances are presented separately in Note 7 – Operating Segment Information. As the general partner for AGP, we have unlimited liability for the obligations of AGP except for those contractual obligations that are expressly made without recourse to the general partner. The non-controlling interest in AGP is 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 intercompany transactions have been eliminated. |
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, Falcon Minerals, 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 the 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. We continue to face significant liquidity issues and are currently considering, and are likely to make, changes to our capital structure to maintain sufficient liquidity, meet our debt obligations and manage our balance sheet. Without a further extension from our lenders or other significant transaction or capital infusion, we do not expect to have sufficient liquidity to repay our first lien credit agreement at December 31, 2018, and as a result, there is substantial doubt regarding our ability to continue as a going concern. The amounts outstanding under our credit agreements were classified as current liabilities on our balance sheet as both obligations are due within one year from the balance sheet date. In total, we have $96.0 million of outstanding indebtedness under our credit agreements, net of $0.3 million of debt discounts and deferred financing costs, reflected as the current portion of long term debt, net on our condensed consolidated balance sheet as of September 30, 2018. We may make changes to our capital structure from time to time. For example, we could pursue options such as refinancing or reorganizing our indebtedness or capital structure 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 changes to our debt or equity capital structure would be possible. 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. |
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 the fair value of derivative instruments and our investment in Lightfoot. The oil and natural gas industry principally conducts 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 may differ from those estimates. |
Derivative Instruments | Derivative Instruments We enter into certain financial contracts to manage our exposure to movement in commodity prices. The derivative instruments recorded in the condensed consolidated balance sheets are measured as either an asset or liability at fair value. Changes in the fair value of derivative instruments are recognized in the current period within gain (loss) on mark-to-market derivatives in our condensed consolidated statements of operations. We use a market approach fair value methodology to value the assets and liabilities for our outstanding derivative instruments. We manage and report derivative assets and liabilities on the basis of our exposure to market risks and credit risks by counterparty. Commodity derivative instruments are valued based on observable market data related to the change in price of the underlying commodity and are therefore defined as Level 2 assets and liabilities within the same class of nature and risk. These derivative values were calculated by utilizing commodity indices, quoted prices for futures and options contracts traded on open markets that coincide with the underlying commodity, expiration period, strike price (if applicable) and pricing formula utilized in the derivative instrument. The following table summarizes the commodity derivative activity for the period indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Gains (losses) recognized on cash settlement $ 44 $ (53 ) $ (333 ) $ 489 Changes in fair value on open derivative contracts (70 ) (396 ) (271 ) 453 Gain (loss) on mark-to-market derivatives $ (26 ) $ (449 ) $ (604 ) $ 942 As of September 30 2018, we had commodity derivatives for 17,900 barrels at an average fixed price of $52.66 which mature throughout the remainder of 2018. The fair value of our commodity derivatives resulted in a liability of $0.4 million as of September 30, 2018. |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted ASU No. 2014–09, Revenue from Contracts with Customers Oil, Natural Gas, and NGL Revenues Our revenues are derived from the sale of oil, natural gas, and NGLs, which is recognized in the period that the performance obligations are satisfied. We generally consider the delivery of each unit (Bbl or MMBtu) to be separately identifiable and the delivery of each unit represents a distinct performance obligation that is satisfied at a point-in-time once control of the product has been transferred to the customer upon delivery to an agreed upon delivery point. Transfer of control typically occurs when the products are delivered to the purchaser, and title has transferred. Revenue is recognized net of royalties due to third parties in an amount that reflects the consideration we expect to receive in exchange for those products. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by us from a customer, are excluded from revenue. Payment is generally received one month after the sale has occurred. Our oil production is primarily sold under market-sensitive contracts that are typically priced at a differential to the New York Mercantile Exchange (“NYMEX”) price or at purchaser posted prices for the producing area. For oil contracts, we generally record sales based on the net amount received. Our natural gas production is primarily sold under market-sensitive contracts that are typically priced at a differential to the published natural gas index price for the producing area due to the natural gas quality and the proximity to major consuming markets. For natural gas contracts, we generally record wet gas sales (which consists of natural gas and NGLs based on end products after processing) at the wellhead or inlet of the plant as revenues net of transportation, gathering and processing expenses if the processor is the customer and there is no redelivery of commodities to us at the tailgate of the plant. Conversely, we generally record residual natural gas and NGL sales at the tailgate of the plant on a gross basis along with the associated transportation, gathering and processing expenses if the processor is a service provider and there is redelivery of commodities to us at the tailgate of the plant. All facts and circumstances of an arrangement are considered and judgment is often required in making this determination. Transaction Price Allocated to Remaining Performance Obligations A significant number of our product sales are short-term in nature with contract terms of one year or less, though generally subject to customary evergreen clauses pursuant to which these contracts typically automatically renew under the same terms and conditions. For those contracts, we have utilized the practical expedient allowed in the new revenue standard that exempts us from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. For product sales that have a contract term greater than one year, we have utilized the practical expedient that exempts us from disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these sales contracts, each unit of product generally represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. Currently, our product sales that have a contractual term greater than one year have no long-term fixed consideration. Contract Balances Under our sales contracts, customers are invoiced once performance obligations have been satisfied, at which point our right to payment is unconditional. Accordingly, our product sales contracts do not give rise to contract assets or liabilities. Accounts receivable attributable to our revenue contracts with customers was $0.9 million and $0.6 million at September 30, 2018 and December 31, 2017, respectively. |
Equity Method Investments | Equity Method Investments Investment in Titan . 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. At September 30, 2018, we had a 2% Series A Preferred interest in Titan. As of September 30, 2018 and December 31, 2017, the net carrying amount of our investment in Titan was zero. During the three months ended September 30, 2018 and 2017, we recognized equity method loss of zero and $0.3 million, respectively, within other revenues, net on our condensed consolidated statements of operations. During the nine months ended September 30, 2018 and 2017, we recognized equity method income of zero and $0.2 million, respectively, within other revenues, net on our condensed consolidated statements of operations. Investment in Lightfoot. At September 30, 2018, 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. On August 29, 2017, Lightfoot G.P., Lightfoot L.P. and Lightfoot’s subsidiary, Arc Logistics Partners LP (NYSE: ARCX) (“Arc Logistics”), 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. received $14.50 per common unit of Arc Logistics in cash for the approximately 5.2 million common units held by it. Lightfoot G.P. received $94.5 million for 100% of the membership interests in Arc GP. In December 2017, Lightfoot closed on a portion of the Proposed Transaction which resulted in a net distribution to us of $21.6 million. We used the net proceeds to pay down $21.6 million of our first lien credit agreement. The remaining part of the Proposed Transaction was subject to 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”). In July 2018, an arbitration panel rejected a Gulf LNG customer contract, and therefore Zenith will not proceed with the remaining part of the Proposed Transaction. Accordingly, we will not receive any further proceeds from the Proposed Transaction. During the three months ended September 30, 2018 and 2017, we recognized equity method income of zero and $0.2 million, respectively, within other revenues, net on our condensed consolidated statements of operations. During the nine months ended September 30, 2018 and 2017, we recognized equity method income of $5.7 million and $0.7 million, respectively, within other revenues, net on our condensed consolidated statements of operations. The $5.7 million of equity method income recognized during the nine months ended September 30, 2018 included $5.6 million of equity method income resulting from Lightfoot’s accounting for the Proposed Transaction in the fourth quarter of 2017, which was recorded in our condensed consolidated statements of operations on a two quarter lag. During the nine months ended September 30, 2018, we recognized $5.7 million of other than temporary impairment on our equity method investment in Lightfoot within other revenues, net on our condensed consolidated statements of operations, due to an arbitration panel rejecting a Gulf LNG customer contract, which will significantly reduce Lightfoot’s future equity method income to us. During the three months ended September 30, 2018 and 2017, we received cash distributions from Lightfoot of zero and $0.4 million, respectively. During the nine months ended September 30, 2018 and 2017, we received cash distributions from Lightfoot of $0.1 million and $1.2 million, respectively. As of September 30, 2018 and December 31, 2017, the net carrying amount of our investment in Lightfoot was zero. Interest in Joliet Terminal In connection with the closing of the first portion of Lightfoot’s Proposed Transaction in December 2017, we acquired a 1.8% ownership interest in Zenith Energy Terminals Joliet Holdings, LLC (“Joliet Terminal”) for $3.3 million, which is included within other assets, net, on our condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017. Our investment in Joliet Terminal is classified as a nonmarketable equity security without a readily determinable fair value and is recorded at cost, less impairment, if any, in accordance with the accounting guidance measurement alternative. If an observable event occurs, we would estimate the fair value of our investment based on Level 2 inputs that could be derived from observable price changes of similar securities adjusted for insignificant differences in rights and obligations, and the changes in value would be recorded in other revenues, net on our condensed consolidated statement of operations. Interest in Osprey Sponsor Through September 17, 2018, we had owned a membership interest in Osprey Sponsor, which was previously 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, had served 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. 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 were applied generally toward consummating a business combination. Our membership interest in Osprey Sponsor was an allocation of 1,250,000 founder shares, consisting of 1,250,000 shares of Class B common stock of Osprey that were 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 had been allocated to our employees. Pursuant to the Osprey Sponsor limited liability company agreement, owners of the founder shares agreed 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 failed to consummate a business combination. In addition, Osprey Sponsor agreed 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. On August 23, 2018, Osprey completed its acquisition of the assets of Royal Resources L.P. (“Royal”), an entity owned by funds managed by Blackstone Energy Partners and Blackstone Capital Partners (“Blackstone”), (the “Business Combination”). The acquired Royal assets represented the entirety of Blackstone’s mineral interests in the Eagle Ford Shale. In connection with the closing of the Business Combination, Osprey changed its name to Falcon Minerals and appointed Daniel Herz as the Chief Executive Officer and President. Blackstone retained a significant ownership stake at closing representing approximately 47% of outstanding common stock. Our membership interest in Osprey Sponsor’s 1,250,000 shares of Class B common stock of Osprey were automatically converted into Class A common stock of Osprey upon the consummation of the Business Combination on a one-for-one basis. As a result of the conversion, we recorded the Osprey common stock at fair value based on Level 1 inputs using quoted market prices and recognized a $16.3 million gain within other income on our condensed consolidated statements of operations for the three and nine months ended September 30, 2018. Interest in Falcon Minerals Common Stock On September 17, 2018, our 1,250,000 shares of Osprey Class A common stock were converted into Class A common stock of Falcon Minerals. As a result of the conversion, we recorded a $16.3 million loss on our Osprey common stock and recognized a $14 million gain our Falcon Minerals common stock at fair value based on Level 1 inputs using quoted market prices within other income on our condensed consolidated statements of operations for the three and nine months ended September 30, 2018. At September 30, 2018, our interest in Falcon Minerals common stock was $13.8 million, which is recorded at fair value based on Level 1 inputs using quoted market prices and reflected in investment in common stock on our condensed consolidated balance sheet. During the three and nine months ended September 30, 2018, we recognized a $0.3 million investment loss on adjustment to fair value of our Falcon Minerals common stock on our condensed consolidated statements of 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, 2018 and December 31, 2017, we reflected $0.2 million and $1.5 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 $0.2 million and $1.5 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, 2018 and 2017, we distributed $1.3 million and $2.1 million, respectively, to certain executives related to the rabbi trust. |
Accrued Liabilities | Accrued Liabilities We had $4.3 million and $6.6 million of accrued payroll and benefit items at September 30, 2018 and December 31, 2017, respectively, which were included within accrued liabilities on our condensed consolidated balance sheets. |
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. Unvested unit-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities. A portion of our phantom unit awards, which consist of common units issuable under the terms of our long-term incentive plans and incentive compensation agreements, contain non-forfeitable rights to distribution equivalents. The participation rights result in a non-contingent transfer of value each time we declare a distribution or distribution equivalent right during the award’s vesting period. However, unless the contractual terms of the participating securities require the holders to share in the losses of the entity, net loss is not allocated to the participating securities. As such, the net income utilized in the calculation of net income (loss) per unit must be after the allocation of only net income to the phantom units on a pro-rata basis. 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, 2018 2017 2018 2017 Net income (loss) $ 8,116 $ (7,341 ) $ (6,488 ) $ (15,669 ) Preferred unitholders’ dividends — — — — Income (loss) attributable to non-controlling interests (167 ) 1,022 1,704 1,646 Net income (loss) attributable to common unitholders 7,949 (6,319 ) (4,784 ) (14,023 ) Less: Net income attributable to participating securities – phantom units (1) 3 — — — Net income (loss) utilized in the calculation of net loss attributable to common unitholders per unit – diluted $ 7,946 $ (6,319 ) $ (4,784 ) $ (14,023 ) (1) Net income (loss) attributable to common unitholders for the net income (loss) attributable to common unitholders per unit calculation is net income (loss) attributable to common unitholders, less income allocable to participating securities. For the three months ended September 30, 2017, net loss attributable to common unitholder’s ownership interest was not allocated to 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 three months ended September 30, 2018, phantom units are included in the computation of net income (loss) attributable to common unitholders because the inclusion would have been dilutive given our net income for the period. For the nine months ended September 30, 2018 and 2017, net loss attributable to common unitholder’s ownership interest was not allocated to 12,000 and 82,000 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, 2018 2017 2018 2017 Weighted average number of common units—basic 31,974 31,973 31,974 29,288 Add effect of dilutive incentive awards (1) 805 — — — Add effect of dilutive convertible preferred units and warrants (2) — — — — Weighted average number of common units—diluted 32,779 31,973 31,974 29,288 (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 three months ended September 30, 2018, phantom units are included in the computation of diluted earnings attributable to common units because the inclusion would have been dilutive given our net income for the period. For the nine months ended September 30, 2018 and 2017, approximately 1,398,000 and 3,195,000 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 the three and nine months ended September 30, 2018 and 2017, 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 would have been anti-dilutive. For the three and nine months ended September 30, 2017, 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 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. In January 2018, the FASB issued additional amendments to provide an optional transition practical expedient to not evaluate existing or expired land easements that were not previously accounted for under current leasing guidance. An entity that elects this practical expedient should evaluate new or modified land easements beginning at the date of adoption. We do not currently account for any land easements under the current leasing guidance and plan to utilize this practical expedient in conjunction with the adoption the updated accounting guidance related to leases. We are currently in the process of determining the impact that the updated accounting guidance will have on our condensed consolidated financial statements and will continue to monitor relevant industry guidance regarding the implementation of the standard. In January 2016, the FASB updated the accounting guidance related to the recognition and measurement of financial assets and financial liabilities. The updated accounting guidance, among other things, requires that all nonconsolidated equity investments, except those accounted for under the equity method, be measured at fair value and that the changes in fair value be recognized in net income. The accounting guidance requires nonmarketable equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. We adopted the new accounting guidance on January 1, 2018 and applied the measurement alternative to our interest in Joliet Terminal as there is not a readily determinable fair value for our investment. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Commodity Derivative Activity | The following table summarizes the commodity derivative activity for the period indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Gains (losses) recognized on cash settlement $ 44 $ (53 ) $ (333 ) $ 489 Changes in fair value on open derivative contracts (70 ) (396 ) (271 ) 453 Gain (loss) on mark-to-market derivatives $ (26 ) $ (449 ) $ (604 ) $ 942 |
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, 2018 2017 2018 2017 Net income (loss) $ 8,116 $ (7,341 ) $ (6,488 ) $ (15,669 ) Preferred unitholders’ dividends — — — — Income (loss) attributable to non-controlling interests (167 ) 1,022 1,704 1,646 Net income (loss) attributable to common unitholders 7,949 (6,319 ) (4,784 ) (14,023 ) Less: Net income attributable to participating securities – phantom units (1) 3 — — — Net income (loss) utilized in the calculation of net loss attributable to common unitholders per unit – diluted $ 7,946 $ (6,319 ) $ (4,784 ) $ (14,023 ) (1) Net income (loss) attributable to common unitholders for the net income (loss) attributable to common unitholders per unit calculation is net income (loss) attributable to common unitholders, less income allocable to participating securities. For the three months ended September 30, 2017, net loss attributable to common unitholder’s ownership interest was not allocated to 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 three months ended September 30, 2018, phantom units are included in the computation of net income (loss) attributable to common unitholders because the inclusion would have been dilutive given our net income for the period. For the nine months ended September 30, 2018 and 2017, net loss attributable to common unitholder’s ownership interest was not allocated to 12,000 and 82,000 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, 2018 2017 2018 2017 Weighted average number of common units—basic 31,974 31,973 31,974 29,288 Add effect of dilutive incentive awards (1) 805 — — — Add effect of dilutive convertible preferred units and warrants (2) — — — — Weighted average number of common units—diluted 32,779 31,973 31,974 29,288 (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 three months ended September 30, 2018, phantom units are included in the computation of diluted earnings attributable to common units because the inclusion would have been dilutive given our net income for the period. For the nine months ended September 30, 2018 and 2017, approximately 1,398,000 and 3,195,000 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 the three and nine months ended September 30, 2018 and 2017, 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 would have been anti-dilutive. For the three and nine months ended September 30, 2017, 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 units would have been anti-dilutive. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 December 31, 2017 Natural gas and oil properties: Proved properties $ 154,803 $ 147,932 Support equipment and other 3,188 3,188 157,991 151,120 Less – accumulated depreciation, depletion and amortization (89,792 ) (85,827 ) $ 68,199 $ 65,293 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 2017 First Lien Credit Agreement $ 22,413 $ 20,666 Second Lien Credit Agreement 73,939 59,552 Debt discount, net of accumulated amortization of $1,556 and $1,090, respectively (311 ) (778 ) Deferred financing costs, net of accumulated amortization of $2,822 and $2,704, respectively (26 ) (90 ) Total debt, net 96,015 79,350 Less current maturities (96,015 ) (79,350 ) Total long-term debt, net $ — $ — |
Operating Segment Information (
Operating Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Operating Segment Data | Our operations include two reportable operating segments: 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), Titan (see Note 2) and Falcon Minerals (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 Month Ended September 30, 2018 2017 2018 2017 Atlas Growth Partners: Revenues (1) $ 3,035 $ 1,282 $ 7,198 $ 6,943 Operating costs and expenses (1,588 ) (1,518 ) (4,995 ) (5,830 ) Depreciation, depletion and amortization expense (1,274 ) (825 ) (3,973 ) (2,823 ) Segment income (loss) $ 173 $ (1,061 ) $ (1,770 ) $ (1,710 ) Corporate and other: Revenues $ (262 ) $ 16 (251 ) 879 General and administrative 385 (818 ) (1,206 ) 363 Interest expense (6,193 ) (5,478 ) (17,274 ) (15,201 ) Other income 14,013 — 14,013 — Segment income (loss) $ 7,943 $ (6,280 ) $ (4,718 ) $ (13,959 ) Reconciliation of segment income (loss) to net loss: Segment income (loss): Atlas Growth Partners 173 (1,061 ) (1,770 ) (1,710 ) Corporate and other 7,943 (6,280 ) (4,718 ) (13,959 ) Net income (loss) $ 8,116 $ (7,341 ) $ (6,488 ) $ (15,669 ) Reconciliation of segment revenues to total revenues: Segment revenues: Atlas Growth Partners 3,035 1,282 7,198 6,943 Corporate and other (262 ) 16 (251 ) 879 Total revenues $ 2,773 $ 1,298 $ 6,947 $ 7,822 Capital expenditures: Atlas Growth Partners 765 — 6,792 — Total capital expenditures $ 765 $ — $ 6,792 $ — September 30, December 31, 2018 2017 Balance sheet: Total assets: Atlas Growth Partners $ 72,088 $ 74,219 Corporate and other 18,136 9,829 Total assets $ 90,224 $ 84,048 |
Organization (Narrative) (Detai
Organization (Narrative) (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 17, 2018 | |
Organization [Line Items] | ||
Common units issued | 31,973,790 | |
Common units outstanding | 31,973,790 | |
Lightfoot Capital Partners, LP | ||
Organization [Line Items] | ||
General partner ownership interest | 15.90% | |
Common limited partner ownership interest | 12.00% | |
Falcon Minerals | Class A common stock | ||
Organization [Line Items] | ||
Founder shares allocated for membership interest | 1,250,000 | |
Atlas Growth Partners, L.P | ||
Organization [Line Items] | ||
General partner ownership interest | 80.00% | |
Common limited partner ownership interest | 2.10% | |
Titan | ||
Organization [Line Items] | ||
Percentage of preferred share | 2.00% | |
Percentage of common equity interest | 2.00% | |
Titan | Series A Preferred Units | ||
Organization [Line Items] | ||
Percentage of preferred share | 2.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Narrative) (Details) | Aug. 29, 2017USD ($)$ / sharesshares | Jul. 26, 2017USD ($)shares | Dec. 31, 2017USD ($) | Sep. 30, 2018USD ($)bbl$ / shares$ / bblshares | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)bbl$ / shares$ / bblshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Jun. 04, 2018 | Jan. 01, 2018USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Cumulative effect adjustment | $ (83,032,000) | $ (87,830,000) | $ (83,032,000) | $ (87,830,000) | $ (83,032,000) | ||||||
Revenue from contract with customers, payment term | 1 month | ||||||||||
Accounts receivable to revenue contracts with customers | 600,000 | 900,000 | 600,000 | $ 900,000 | 600,000 | ||||||
Net carrying amount of investment | 13,750,000 | 13,750,000 | |||||||||
Equity method income (loss) | (263,000) | (263,000) | |||||||||
Distributions received from unconsolidated companies | 92,000 | $ 1,187,000 | |||||||||
Other assets, net | 5,102,000 | 3,585,000 | 5,102,000 | 3,585,000 | 5,102,000 | ||||||
Other liabilities recorded | 1,968,000 | 649,000 | 1,968,000 | 649,000 | 1,968,000 | ||||||
Rabbi trust | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Other assets, net | 1,500,000 | 200,000 | 1,500,000 | 200,000 | 1,500,000 | ||||||
Other liabilities recorded | 1,500,000 | 200,000 | 1,500,000 | 200,000 | 1,500,000 | ||||||
Partnership distributed to executives | 1,300,000 | 2,100,000 | |||||||||
Blackstone | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Ownership percentage | 47.00% | ||||||||||
Accrued Liabilities | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Accrued payroll and benefit items | 6,600,000 | $ 4,300,000 | 6,600,000 | $ 4,300,000 | 6,600,000 | ||||||
First Lien Credit Agreement | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Repayment of credit facility | 21,600,000 | ||||||||||
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 | shares | 27,500,000 | ||||||||||
Common stock, conversion basis | one-for-one | ||||||||||
Number of founder shares allocated to employees | shares | 125,000 | 125,000 | |||||||||
Terms of agreement | Osprey Sponsor agreed 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. | ||||||||||
Threshold of common stock sales price per share | $ / shares | $ 12 | $ 12 | |||||||||
Osprey Energy Acquisition Corp | Level 1 | Other Income | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Equity method income (loss) | $ 16,300,000 | $ 16,300,000 | |||||||||
Osprey Sponsor, LLC | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Net carrying amount of investment | 0 | 0 | 0 | 0 | 0 | ||||||
Equity method income (loss) | 0 | 0 | |||||||||
Osprey Sponsor, LLC | Level 1 | Other Income | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Equity method income (loss) | (16,300,000) | (16,300,000) | |||||||||
Falcon Minerals | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Net carrying amount of investment | 13,800,000 | 13,800,000 | |||||||||
Equity method income (loss) | 300,000 | 300,000 | |||||||||
Falcon Minerals | Level 1 | Other Income | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Equity method income (loss) | 14,000,000 | 14,000,000 | |||||||||
Merger Agreement | LCP LP | Arc GP | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Received price per common unit in cash | $ / shares | $ 14.50 | ||||||||||
Number of common unit held | shares | 5,200,000 | ||||||||||
Merger Agreement | LCP GP | Arc GP | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Price received 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] | |||||||||||
Net carrying amount of investment | 0 | 0 | 0 | 0 | 0 | ||||||
Equity method income (loss) | 0 | 5,600,000 | $ 200,000 | $ 5,700,000 | 700,000 | ||||||
Common limited partner ownership interest | 12.00% | ||||||||||
General partner ownership interest | 15.90% | ||||||||||
Distributions received from unconsolidated companies | $ 21,600,000 | 0 | 400,000 | $ 100,000 | 1,200,000 | ||||||
Equity method investment, other than temporary impairment | $ 5,700,000 | $ 5,700,000 | |||||||||
Gulf L N G Holdings Group L L C | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Common limited partner ownership interest | 5.51646% | ||||||||||
Common limited partner additional ownership interest | 4.16154% | ||||||||||
Additional proceeds to be received from Proposed Transaction | $ 0 | ||||||||||
Zenith Energy Terminals Joliet Holdings, LLC | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Common limited partner ownership interest | 1.80% | ||||||||||
Zenith Energy Terminals Joliet Holdings, LLC | Other Assets | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Payments to acquire ownership interests | $ 3,300,000 | 3,300,000 | |||||||||
Class B common stock | Osprey Energy Acquisition Corp | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Founder shares allocated for membership interest | shares | 1,250,000 | 1,250,000 | |||||||||
Class A common stock | Falcon Minerals | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Founder shares allocated for membership interest | shares | 1,250,000 | 1,250,000 | |||||||||
Titan | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Net carrying amount of investment | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Equity method income (loss) | $ 0 | $ 300,000 | $ 0 | $ 200,000 | |||||||
Titan | Series A Preferred Units | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Equity method investment percentage | 2.00% | 2.00% | |||||||||
ASU No. 2014-09 | Cumulative Effect Adoption 606 | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Cumulative effect adjustment | $ 0 | ||||||||||
Commodity Derivatives | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Commodity derivatives, volume | bbl | 17,900 | 17,900 | |||||||||
Average fixed price | $ / bbl | 52.66 | 52.66 | |||||||||
Fair value of commodity derivatives liability | $ 400,000 | $ 400,000 | |||||||||
Credit Agreements | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Outstanding indebtedness | 96,000,000 | 96,000,000 | |||||||||
Debt discounts and deferred financing costs | $ 300,000 | $ 300,000 | |||||||||
Credit Agreements | Maximum | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Credit agreement term | 1 year |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Summary of Commodity Derivative Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||||
Gains (losses) recognized on cash settlement | $ 44 | $ (53) | $ (333) | $ 489 |
Changes in fair value on open derivative contracts | (70) | (396) | (271) | 453 |
Gain (loss) on mark-to-market derivatives | $ (26) | $ (449) | $ (604) | $ 942 |
Basis of Presentation and Sum_6
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Reconciliation Of Net Income Loss [Line Items] | |||||
Net income (loss) | $ 8,116 | $ (7,341) | $ (6,488) | $ (15,669) | |
Income (loss) attributable to non-controlling interests | (167) | 1,022 | 1,704 | 1,646 | |
Net income (loss) attributable to common unitholders | 7,949 | (6,319) | (4,784) | (14,023) | |
Less: Net income attributable to participating securities -phantom units | [1] | 3 | |||
Net income (loss) utilized in the calculation of net loss attributable to common unitholders per unit – diluted | $ 7,946 | $ (6,319) | $ (4,784) | $ (14,023) | |
Antidilutive Phantom Unit Securities Excluded from Computation of Diluted Earnings Attributable to Common Unit Holders Outstanding Units | 34,000 | 12,000 | 82,000 | ||
[1] | Net income (loss) attributable to common unitholders for the net income (loss) attributable to common unitholders per unit calculation is net income (loss) attributable to common unitholders, less income allocable to participating securities. For the three months ended September 30, 2017, net loss attributable to common unitholder’s ownership interest was not allocated to 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 three months ended September 30, 2018, phantom units are included in the computation of net income (loss) attributable to common unitholders because the inclusion would have been dilutive given our net income for the period. For the nine months ended September 30, 2018 and 2017, net loss attributable to common unitholder’s ownership interest was not allocated to 12,000 and 82,000 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 Sum_7
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Accounting Policies [Abstract] | |||||
Weighted average number of common units—basic | 31,974,000 | 31,973,000 | 31,974,000 | 29,288,000 | |
Add effect of dilutive incentive awards | [1] | 805,000 | |||
Weighted average number of common units—diluted | 32,779,000 | 31,973,000 | 31,974,000 | 29,288,000 | |
Antidilutive Securities Excluded From Computation Of Diluted Net Income (Loss) Attributable To Common Limited Partners Outstanding Units | 2,926,000 | 1,398,000 | 3,195,000 | ||
[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 three months ended September 30, 2018, phantom units are included in the computation of diluted earnings attributable to common units because the inclusion would have been dilutive given our net income for the period. For the nine months ended September 30, 2018 and 2017, approximately 1,398,000 and 3,195,000 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. |
Property, Plant and Equipment_2
Property, Plant and Equipment (Summary of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Abstract] | ||
Proved properties | $ 154,803 | $ 147,932 |
Support equipment and other | 3,188 | 3,188 |
Total natural gas and oil properties | 157,991 | 151,120 |
Less – accumulated depreciation, depletion and amortization | (89,792) | (85,827) |
Property, plant and equipment, Net, Total | $ 68,199 | $ 65,293 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Property Plant And Equipment [Line Items] | ||
Non-cash investing activity capital expenditures | $ 0 | $ 0 |
Eagle Ford Shale | ||
Property Plant And Equipment [Line Items] | ||
Cash on hand | $ 6,800,000 |
Debt (Schedule of Total Debt Ou
Debt (Schedule of Total Debt Outstanding) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Debt discount, net of accumulated amortization of $1,556 and $1,090, respectively | $ (311) | $ (778) |
Total debt, net | 96,015 | 79,350 |
Less current maturities | (96,015) | (79,350) |
Atlas Energy | ||
Debt Instrument [Line Items] | ||
Deferred financing costs, net of accumulated amortization of $2,822 and $2,704, respectively | (26) | (90) |
Atlas Energy | First Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Term loans | 22,413 | 20,666 |
Atlas Energy | Second lien term loan facility | ||
Debt Instrument [Line Items] | ||
Term loans | $ 73,939 | $ 59,552 |
Debt (Schedule of Total Debt _2
Debt (Schedule of Total Debt Outstanding) (Parenthetical) (Details) - Atlas Energy - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Accumulated amortization of debt discount | $ 1,556 | $ 1,090 |
Accumulated amortization of deferred financing costs | $ 2,822 | $ 2,704 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | ||
Cash Payments For Interest On Debt | $ 0.6 | $ 0.3 |
Credit Agreements | Level 1 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 96.1 |
Debt (Credit Agreements) (Detai
Debt (Credit Agreements) (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Oct. 02, 2018 | Apr. 27, 2016 | |
Officer | |||
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] | |||
Outstanding indebtedness | $ 96 | ||
Debt discounts and deferred financing costs | 0.3 | ||
First Lien Credit Agreement | Credit Agreements | Alternative Base Rate | |||
Debt Instrument [Line Items] | |||
Cash interest rate margin | 0.50% | ||
Payable-in-kind interest payment percentage | 11.00% | ||
First Lien Credit Agreement | Credit Agreements | Eurodollar Loans | |||
Debt Instrument [Line Items] | |||
Cash interest rate margin | 1.50% | ||
Second lien term loan facility | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Unamortized Discount | $ 0.3 | ||
Warrants issued | 4,668,044 | ||
Second lien term loan facility | Credit Agreements | |||
Debt Instrument [Line Items] | |||
Borrowings bearing interest rate | 30.00% |
Certain Relationships and Rel_2
Certain Relationships and Related Party Transactions (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Aug. 31, 2016 | |
Titan | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts Payable, Related Parties, Current | $ 9,700,000 | $ 9,700,000 | $ 9,600,000 | $ 15,100,000 | ||
Relationship with AGP | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of capital contribution | 1.00% | 1.00% | ||||
Payment for management fee | $ 600,000 | $ 600,000 | $ 1,700,000 | $ 1,700,000 | ||
Relationship with Lightfoot | Jonathan Cohen | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of distributions receives excluding return of capital | 10.00% | |||||
Compensation paid | 0 | $ 100,000 | $ 0 | $ 100,000 | ||
Relationship with Titan | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts Payable, Related Parties, Current | 100,000 | 100,000 | 100,000 | |||
Accounts Receivable, Related Parties, Current | $ 500,000 | $ 500,000 | $ 500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Environmental remediation expense | $ 0 | $ 0 |
Operating Segment Information_2
Operating Segment Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2018Segment | |
Segment Reporting [Abstract] | |
Number of reportable operating segments | 2 |
Operating Segment Information_3
Operating Segment Information (Operating Segment Data) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 2,773 | $ 1,298 | $ 6,947 | $ 7,822 |
Depreciation, depletion and amortization expense | (1,274) | (825) | (3,973) | (2,823) |
Interest expense | (6,193) | (5,478) | (17,274) | (15,201) |
Other income | 14,013 | 14,013 | ||
Reportable Legal Entities | Atlas Growth Partners, L.P | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 3,035 | 1,282 | 7,198 | 6,943 |
Operating costs and expenses | (1,588) | (1,518) | (4,995) | (5,830) |
Depreciation, depletion and amortization expense | (1,274) | (825) | (3,973) | (2,823) |
Segment income (loss) | 173 | (1,061) | (1,770) | (1,710) |
Operating Segments | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (262) | 16 | (251) | 879 |
General and administrative | 385 | (818) | (1,206) | 363 |
Interest expense | (6,193) | (5,478) | (17,274) | (15,201) |
Other income | 14,013 | 14,013 | ||
Segment income (loss) | $ 7,943 | $ (6,280) | $ (4,718) | $ (13,959) |
Operating Segment Information_4
Operating Segment Information (Reconciliation of Segment Income (Loss) to Net Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Net income (loss) | $ 8,116 | $ (7,341) | $ (6,488) | $ (15,669) |
Reportable Legal Entities | Atlas Growth Partners, L.P | ||||
Segment Reporting Information [Line Items] | ||||
Net income (loss) | 173 | (1,061) | (1,770) | (1,710) |
Operating Segments | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Net income (loss) | $ 7,943 | $ (6,280) | $ (4,718) | $ (13,959) |
Operating Segment Information_5
Operating Segment Information (Reconciliation of Segment Revenues to Total Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 2,773 | $ 1,298 | $ 6,947 | $ 7,822 |
Reportable Legal Entities | Atlas Growth Partners, L.P | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 3,035 | 1,282 | 7,198 | 6,943 |
Operating Segments | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ (262) | $ 16 | $ (251) | $ 879 |
Operating Segment Information_6
Operating Segment Information (Capital Expenditures) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 765 | $ 6,792 |
Reportable Legal Entities | Atlas Growth Partners, L.P | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 765 | $ 6,792 |
Operating Segment Information_7
Operating Segment Information (Balance Sheet) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 90,224 | $ 84,048 |
Reportable Legal Entities | Atlas Growth Partners, L.P | ||
Segment Reporting Information [Line Items] | ||
Total assets | 72,088 | 74,219 |
Operating Segments | Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 18,136 | $ 9,829 |