UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to _____________
Commission file number: 1-4998
ATLAS PIPELINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 23-3011077
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 Rouser Road, Moon Township, Pennsylvania 15108
(Address of principal executive offices)
(Zip code)
(412) 262-2830
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
As of August 3, 2001, there were outstanding 1,621,159 Common Units
and 1,641,026 Subordinated Units
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2001 (Unaudited)
and December 31, 2000............................................................. 3
Consolidated Statements of Income (Unaudited)
Three Months Ended June 30, 2001 and 2000 and
Six Months Ended June 30, 2001 and the Period Ended June 30, 2000................. 4
Consolidated Statement of Partners' Capital (Deficit) (Unaudited)
for the Six Months Ended June 30, 2001............................................ 5
Consolidated Statements of Cash Flows (Unaudited)
for the Six Months Ended June 30, 2001 and the Period Ended June 30, 2000......... 6
Notes to Consolidated Financial Statements (Unaudited)................................ 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................................... 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk............................ 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...................................................... 13
SIGNATURES............................................................................................ 14
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
2001 2000
------------- -------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents........................................................ $ 3,498,300 $ 2,043,500
Accounts receivable - affiliates................................................. 1,904,700 1,781,400
Prepaid expenses................................................................. 73,100 4,400
------------- -------------
Total current assets........................................................... 5,476,100 3,829,300
Property and equipment:
Gas gathering and transmission facilities........................................ 23,251,200 18,648,900
Less - accumulated depreciation.................................................. (3,495,300) (2,875,900)
------------- -------------
Net property and equipment..................................................... 19,755,900 15,773,000
Goodwill (net of accumulated amortization of $241,300 and $197,300)................. 2,348,600 2,392,600
Other assets (net of accumulated amortization of $33,900 and $8,800)................ 74,600 96,600
------------- -------------
$ 27,655,200 $ 22,091,500
============= =============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities......................................... $ 126,800 $ 101,100
Distribution payable............................................................. 2,598,900 1,883,300
------------- -------------
Total current liabilities...................................................... 2,725,700 1,984,400
Long-term debt...................................................................... 2,089,000 -
Partners' capital (deficit):
Common unitholders, 1,621,159 and 1,500,000 units outstanding.................... 20,694,700 18,122,200
Subordinated unitholder, 1,641,026 units outstanding............................. 2,233,700 2,073,800
General partner.................................................................. (87,900) (88,900)
------------- -------------
Total partners' capital........................................................ 22,840,500 20,107,100
------------- -------------
$ 27,655,200 $ 22,091,500
============= =============
See accompanying notes to consolidated financial statements
3
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2000
AND THE SIX MONTHS ENDED JUNE 30, 2001 AND
THE PERIOD ENDED JUNE 30, 2000
(Unaudited)
Three Months Ended Six Months
June 30, Ended Period Ended
---------------------------- June 30, June 30,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenues:
Transportation and compression revenue....................... $ 3,411,800 $ 2,294,200 $ 7,682,900 $ 3,434,400
Interest income.............................................. 12,300 1,200 21,900 10,900
------------ ------------ ------------ ------------
Total revenues............................................. 3,424,100 2,295,400 7,704,800 3,445,300
Costs and expenses:
Transportation and compression............................... 555,900 218,900 863,100 345,200
General and administrative................................... 279,300 111,500 552,000 180,500
Depreciation and amortization................................ 341,100 325,700 663,300 514,700
Interest..................................................... 48,600 - 90,900 -
------------ ------------ ------------ ------------
Total costs and expenses................................... 1,224,900 656,100 2,169,300 1,040,400
------------ ------------ ------------ ------------
Net income...................................................... $ 2,199,200 $ 1,639,300 $ 5,535,500 $ 2,404,900
============ ============ ============ ============
Net income - limited partners................................... $ 1,801,000 $ 1,606,500 $ 4,788,600 $ 2,356,800
============ ============ ============ ============
Net income - general partner.................................... $ 398,200 $ 32,800 $ 746,900 $ 48,100
============ ============ ============ ============
Basic and diluted net income per limited partner unit........... $ .55 $ .51 $ 1.47 $ .75
============ =========== ============ ============
Weighted average limited partner units outstanding.............. 3,262,185 3,141,026 3,246,774 3,141,026
============ ============ ============ ============
See accompanying notes to consolidated financial statements
4
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2001
(Unaudited)
Number of Limited Partners' Capital (Deficit)
Partner Units ---------------------------------------------- Total
---------------------------- General Partners'
Common Subordinated Common Subordinated Partner Capital (Deficit)
----------- --------------- ------------- -------------- ------------- -----------------
Balance at January 1, 2001...... 1,500,000 1,641,026 $ 18,122,200 $ 2,073,800 $ (88,900) $ 20,107,100
Issuance of common units........ 121,159 - 2,250,000 - - 2,250,000
Capital contributions........... - - - - 45,500 45,500
Distribution to partners........ - - (1,053,800) (1,066,600) (378,300) (2,498,700)
Distributions payable........... - - (1,086,300) (1,099,500) (413,100) (2,598,900)
Net income...................... - - 2,462,600 2,326,000 746,900 5,535,500
---------- ----------- -------------- -------------- ------------- ----------------
Balance at June 30, 2001........ 1,621,159 1,641,026 $ 20,694,700 $ 2,233,700 $ (87,900) $ 22,840,500
========== =========== ============== ============== ============= ================
See accompanying notes to consolidated financial statements
5
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
AND THE PERIOD ENDED JUNE 30, 2000
(Unaudited)
Six Months
Ended Period Ended
June 30, June 30,
2001 2000
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.......................................................................... $ 5,535,500 $ 2,404,900
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization.................................................... 663,300 514,700
Amortization of deferred finance costs........................................... 25,100 -
Change in operating assets and liabilities:
Increase in accounts receivable-affiliates and prepaid expenses.................. (192,000) (861,200)
Increase in accounts payable and accrued liabilities............................. 25,700 25,000
-------------- -------------
Net cash provided by operating activities...................................... 6,057,600 2,083,400
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of gathering systems................................................... (1,400,000) (16,635,100)
Capital expenditures................................................................ (952,300) (787,800)
---------------- -------------
Net cash used in investing activities.......................................... (2,352,300) (17,422,900)
---------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings.......................................................................... 2,089,000 -
Capital contributions............................................................... 45,500 18,135,000
Distributions to partners........................................................... (4,382,000) (1,229,300)
Increase in other assets............................................................ (3,000) -
Payment of formation costs.......................................................... - (750,000)
---------------- -------------
Net cash (used in) provided by financing activities............................ (2,250,500) 16,155,700
---------------- -------------
Increase in cash and cash equivalents............................................... 1,454,800 816,200
Cash and cash equivalents, beginning of period...................................... 2,043,500 -
---------------- -------------
Cash and cash equivalents, end of period............................................ $ 3,498,300 $ 816,200
================ =============
See accompanying notes to consolidated financial statements
6
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2001
(Unaudited)
NOTE 1 - MANAGEMENT'S OPINION REGARDING INTERIM FINANCIAL STATEMENTS
In the opinion of management, all adjustments (consisting of normal
recurring accruals) necessary for a fair statement of the results of operations
for the interim periods included herein have been made.
Certain reclassifications have been made to the consolidated financial
statements for the period ended June 30, 2000 to conform with the six months
ended June 30, 2001.
The accounting policies followed by the Partnership are set forth in
Note 2 to the Partnership's consolidated financial statements included in the
Partnership's Annual Report on Form 10-K for the fiscal year ended December 31,
2000.
NOTE 2 - THE PARTNERSHIP
The accompanying financial statements and related notes present the
Partnership's consolidated financial position as of June 30, 2001 and December
31, 2000 and the results of its consolidated operations, cash flows and changes
in partners' capital (deficit) for the six months ended June 30, 2001 and for
the period from commencement of operations on January 28, 2000 through June 30,
2000 (hereafter referred to as the period ended June 30, 2000).
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair Value of Financial Instruments
For cash and cash equivalents, receivables and payables, the carrying
amounts approximate fair value because of the short maturity of these
instruments.
Net Income Per Unit
There is no difference between basic and diluted net income per limited
partner unit since there are no potentially dilutive units outstanding. Net
income per limited partner unit is determined by dividing net income, after
deducting the General Partner's 2% general partner interest and incentive
interest, by the weighted average number of outstanding Common Units and
Subordinated Units (a total of 3,246,774 units for the six months ended June 30,
2001 and 3,141,026 units for the period ended June 30, 2000).
Comprehensive Income
The Partnership is subject to the provisions of Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," which requires
disclosure of comprehensive income and its components. Comprehensive income
includes net income and all other changes in equity of a business during a
period from non-owner sources. These changes, other than net income, are
referred to as "other comprehensive income." The Partnership has no material
elements of comprehensive income, other than net income, to report.
Cash Flow Statements
For purposes of the statement of cash flows, all highly liquid debt
instruments purchased with a maturity of three months or less are considered to
be cash equivalents.
7
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
JUNE 30, 2001
(Unaudited)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)
Supplemental Disclosure of Cash Flow Information
Information for the six months and period ended June 30, 2001 and 2000,
respectively is as follows:
2001 2000
---------------- -------------
Cash paid for:
Interest....................................................................... $ 22,300 $ -
================ =============
Non-cash activities:
Issuance of common and subordinated units in exchange for
gas gathering and transmission facilities.................................... $ 2,250,000(1) $ 21,333,300(2)
================ =============
- ---------------
(1) common units
(2) subordinated units
NOTE 4 - DISTRIBUTION DECLARED
On June 19, 2001, the Partnership declared a cash distribution of $.67
per unit on its outstanding Common Units and Subordinated Units. The
distribution represents the available cash flow for the three months ended June
30, 2001. The $2,598,900 distribution, which included a distribution of $413,100
to the General Partner, will be paid on August 10, 2001 to unit holders of
record on June 29, 2001.
NOTE 5 - ACQUISITIONS
In January 2001, the Partnership acquired the gas gathering system of
Kingston Oil Corporation. The gas gathering system consists of approximately 100
miles of pipeline located in southeastern Ohio. The purchase price consisted of
$1.25 million of cash and 88,235 common units. The Partnership drew on its $10.0
million line of credit in order to make the cash payment.
In March 2001, the Partnership acquired the gas gathering system of
American Refining and Exploration Company. The gas gathering system consists of
approximately 20 miles of pipeline located in Fayette County, Pennsylvania. The
purchase price consisted of $150,000 of cash and 32,924 common units. The
Partnership drew on its $10.0 million line of credit in order to make the cash
payment.
These acquisitions were accounted for under the purchase method of
accounting and, accordingly, the purchase prices were allocated to the assets
acquired based on their fair values at the dates of acquisition.
NOTE 6 - NEW ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board issued Statement
No. 141 (SFAS 141), "Business Combinations" and Statement No. 142 (SFAS 142),
"Goodwill and Other Intangible Assets". SFAS 141 requires all business
combination initiated after June 30, 2001 to be accounted for under the purchase
method of accounting. SFAS 142 requires that goodwill and other purchased
intangible assets no longer be amortized to earnings, but instead be reviewed
for impairment. The Partnership is required to adopt SFAS 142 effective January
1, 2002.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Forward-Looking Statements
WHEN USED IN THIS FORM 10-Q, THE WORDS "BELIEVES," "ANTICIPATES,"
"EXPECTS" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD LOOKING
STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES WHICH
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. READERS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS WHICH SPEAK ONLY AS OF
THE DATE HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE
RESULTS OF ANY REVISIONS TO FORWARD LOOKING STATEMENTS WHICH MAY BE MADE TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS.
Our principal business objective is to generate income for distribution
to our unitholders from the transportation of natural gas through our gathering
systems. We completed an initial public offering of our common units in February
2000 and used the proceeds of that offering to acquire the gathering systems
formerly owned by Atlas America, Inc. and its affiliates, all subsidiaries of
Resource America, Inc. The acquisition agreement provided that operations of the
gathering systems from and after January 28, 2000 would be for our account and,
accordingly, we deem January 28, 2000 to be the commencement of our operations.
The results of operations discussed below are for the three and six months ended
June 30, 2001 and for the three months ended June 30, 2000 and the period from
January 28, 2000 through June 30, 2000 (hereafter referred to as the period
ended June 30, 2000). The gathering systems gather natural gas from wells in
Eastern Ohio, Western New York, and Western Pennsylvania and transport the
natural gas primarily to public utility pipelines. To a lesser extent, the
gathering systems transport natural gas to end-users.
Results of Operations
The following table sets forth the average volumes transported,
transportation fees and revenues received by us for the three months ended June
30, 2001 and 2000 and for the six months ended June 30, 2001 and the period
ended June 30, 2000, respectively.
Six Months
Three Months Ended Ended Period Ended
June 30, June 30, June 30,
---------------------------- ------------ -------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Average daily throughput volumes (mcf) (1)...................... 48,554 44,013 45,628 43,163
============ ============ ============ ============
Average transportation fee (per mcf)............................ $ .77 $ .57 $ .93 $ .52
============ ============ ============ ============
Total transportation and compression revenues................... $ 3,411,800 $ 2,294,200 $ 7,682,900 $ 3,434,400
============ ============ ============ ============
- ----------------------
(1) In units of 1,000 cubic feet ("mcf").
Three Months Ended June 30, 2001 as Compared to the Three Months Ended June
30, 2000
Revenues. Our primary source of income is transportation and
compression revenue. The two variables which affect transportation and
compression revenue are:
o the volumes of natural gas, expressed in thousands of cubic feet, or
"mcfs", that go through our gathering system, and
o the transportation fee per mcf paid to us under our master natural gas
gathering agreement.
9
Our average daily throughput volumes were 48,554 mcfs in the three
months ended June 30, 2001 as compared to 44,013 mcfs in the three months ended
June 30, 2000, an increase of 4,541 mcfs (10%). The increase in the average
daily throughput volume resulted principally from volumes associated with
pipelines acquired during the three months ended March 31, 2001.
Our transportation fees are primarily at fixed percentages of the sales
price of natural gas transported. Our transportation fees for natural gas
produced by Atlas America and its affiliates also have specified minimums. Our
average transportation fee was $.77 per mcf in the three months ended June 30,
2001 as compared to $.57 per mcf in the three months ended June 30, 2000, an
increase of $.20 per mcf (35%). The increase in our average transportation fee
resulted from the increase in the average natural gas price received by
producers for gas transported through our pipeline system from $3.56 per mcf
during the three months ended June 30, 2000 to $5.04 per mcf for the three
months ended June 30, 2001, an increase of $1.48 (42%). We note that the average
natural gas price received by producers in the three months ended June 30, 2001
declined from that received in the three months ended March 31, 2001, resulting
in lower per mcf transportation fees for natural gas shipped in the three months
ended June 30, 2001. We cannot predict whether natural gas prices will continue
at the levels that existed during the June 30, 2001 quarter.
Expenses. Our transportation and compression expenses increased to
$555,900 in the three months ended June 30, 2001 as compared to $218,900 in the
three months ended June 30, 2000, an increase of $337,000 (154%). Our average
cost per mcf of transportation and compression was $.126 in the three months
ended June 30, 2001 as compared to $.055 in the three months ended June 30, 2000
an increase of $.07 (129%). This increase primarily resulted from an increase in
compressor expenses, including lease payments, in the three months ended June
30, 2001 as compared to the prior year, due to upgrades, additions and the
additional costs of $83,500 associated with operating pipelines acquired in the
three months ended March 31, 2001.
Our general and administrative expenses increased to $279,300 in the
three months ended June 30, 2001 as compared to $111,500 in the three months
ended June 30, 2000, an increase of $167,800 (150%). This increase primarily
resulted from an increase in compensation and benefits incurred ($114,200) and
legal and professional fees incurred ($31,300), reflecting an increase in
operating activities.
Our depreciation and amortization expense increased to $341,100 in the
three months ended June 30, 2001 as compared to $325,700 in the three months
ended June 30, 2000, an increase of $15,400 (5%). This increase resulted from
the increased depreciation associated with pipeline extensions and acquisitions
in the three months ended March 31, 2001.
Our interest expense increased to $48,600 in the three months ended
June 30, 2001 as compared to zero dollars in the three months ended June 30,
2000. This increase resulted from borrowings on our credit facility obtained in
October 2000 and drawn upon in January and March of 2001 to fund two
acquisitions.
10
Six Months Ended June 30, 2001 as Compared to the Period Ended June 30, 2000
Our average daily throughput volumes were 45,628 mcfs in the six months
ended June 30, 2001 as compared to 43,163 mcfs in the period ended June 30,
2000, an increase of 2,465 mcfs (6%). The increase in the average daily
throughput volume resulted principally from volumes associated with pipelines
acquired during the three months ended March 31, 2001.
Our transportation fees are primarily at fixed percentages of the sales
price of natural gas transported. Our transportation fees for natural gas
produced by Atlas America and its affiliates also have specified minimums. Our
average transportation fee was $.93 per mcf in the six months ended June 30,
2001 as compared to $.52 per mcf in the period ended June 30, 2000, an increase
of $.41 per mcf (79%). The increase in our average transportation fee resulted
from the increase in the average natural gas price received by producers for gas
transported through our pipeline system from $3.25 per mcf during the period
ended June 30, 2000 to $5.71 per mcf for the six months ended June 30, 2001, an
increase of $2.46 (76%). We note that the average natural gas price received by
producers in the three months ended June 30, 2001 declined from that received in
the three months ended March 31, 2001, resulting in lower per mcf transportation
fees for natural gas shipped in the three months ended June 30, 2001. We cannot
predict whether natural gas prices will continue at the levels that existed
during the June 30, 2001 quarter.
Expenses. Our transportation and compression expenses increased to
$863,100 in the six months ended June 30, 2001 as compared to $345,200 in the
period ended June 30, 2000, an increase of $517,900 (150%). Our average cost per
mcf of transportation and compression was $.10 in the six months ended June 30,
2001 as compared to $.05 in the period ended June 30, 2000 an increase of $.05
(100%). This increase primarily resulted from an increase in compressor
expenses, including lease payments, in the six months ended June 30, 2001 as
compared to the prior period, due to upgrades, additions and the additional
costs of $116,900 associated with operating pipelines acquired in the three
months ended March 31, 2001.
Our general and administrative expenses increased to $552,000 in the
six months ended June 30, 2001 as compared to $180,500 in the period ended June
30, 2000, an increase of $371,500 (206%). This increase primarily resulted from
an increase in allocated compensation and benefits ($225,200) and legal and
professional fees ($105,300), reflecting an increase in operating activities and
a full six months of operations.
Our depreciation and amortization expense increased to $663,300 in the
six months ended June 30, 2001 as compared to $514,700 in the period ended June
30, 2000, an increase of $148,600 (29%). This increase resulted from a full six
months of depreciation as well as from increased depreciation associated with
pipeline extensions and acquisitions.
Our interest expense increased to $90,900 in the six months ended June
30, 2001 as compared to zero dollars in the period ended June 30, 2000. This
increase resulted from borrowings on our credit facility obtained in October
2000 and drawn upon in January and March of 2001 to fund two acquisitions.
11
Liquidity and Capital Resources
Since commencement of operations, the principal source of our capital
resources has been the initial offering of our common units, which resulted in
net proceeds to us of $17.4 million after offering costs and underwriting
discounts and commissions. Secondarily, we receive transportation and
compression revenue, and, in October 2000, obtained a $10.0 million revolving
credit facility. At June 30, 2001, our current ratio was 2.0 to 1.0.
Our net cash provided by operating activities was $6,057,600 for the
six months ended June 30, 2001 as compared to $2,083,400 for the period ended
June 30, 2000. This increase primarily resulted from our increased net income,
as discussed in "Results of Operations."
Cash used in investing activities was $2,352,300 for the six months
ended June 30, 2001 as compared to $17,422,900 of cash used during the period
ended June 30, 2000. The use of cash in the June 30, 2000 period reflected our
acquisition of pipeline systems from Atlas America and its affiliates following
our initial public offering, while the use of cash in the six months ended June
30, 2001 reflected our acquisition of two small pipeline systems from third
parties.
Cash used in financing activities was $2,250,500 for the six months
ended June 30, 2001 as compared to $16,155,700 of cash provided during the
period ended June 30, 2000. The cash provided during the period ended June 30,
2000 represents capital contributions from our partners derived from our initial
public offering. The cash used during the six months ended June 30, 2001
represents distributions to our partners less bank borrowings.
We entered into a $10.0 million revolving credit facility in October
2000. Our principal purpose in obtaining the facility was to help fund the
expansion of our existing gathering systems and the acquisitions of other gas
gathering systems. In the six months ended June 30, 2001, we used $1.4 million
of the facility to fund, in part, the acquisitions of two gas gathering systems
and $689,000 of the facility to fund capital expenditures for expansions of our
existing gathering system.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
All of our assets and liabilities are denominated in U.S. dollars, and
as a result, we do not have exposure to currency exchange-rate risks.
We do not engage in any interest rate, foreign currency exchange rate
or commodity price-hedging transactions.
We are subject to risks associated with the fluctuation of prices of
natural gas.
12
PART II. OTHER INFORMATION
ITEM 6. Exhibits And Reports On Form 8-K
(a) Exhibits:
3.1 (1) First Amended and Restated Agreement of Limited
Partnership of Atlas Pipeline Partners, L.P.
3.2 (1) Certificate of Limited Partnership of Atlas
Pipeline Partners, L.P.
3.3 (1) Certificate of Limited Partnership of Atlas
Pipeline Operating Partnership, L.P.
4.1 (1) Common unit certificate
10.1 (1) Amended and Restated Agreement of Limited
Partnership of Atlas Pipeline Operating
Partnership, L.P.
10.2 (1) Omnibus Agreement
10.3 (1) Master Natural Gas Gathering Agreement
10.4 (1) Distribution Support Agreements
10.5 (2) Loan Agreement with PNC Bank and First Union
National Bank
10.6 (2) Purchase and Sale Agreement (Kingston)
- ---------------
(1) Previously filed as an exhibit to the Partnership's registration statement
on Form S-1, Registration No. 333-85193 and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Partnership's current report on form
8-K dated January 16, 2001, and incorporated herein by reference.
(b) Reports on Form 8-K:
None
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ATLAS PIPELINE PARTNERS, L.P.
By: Atlas Pipeline Partners GP, LLC, its General
Partner
Date: August 8, 2001 By: /s/ Michael L. Staines
---------------------------
MICHAEL L. STAINES
President, Chief Operating Officer and
Secretary of the General Partner
Date: August 8, 2001 By: /s/ Nancy J. McGurk
---------------------------
NANCY J. McGURK
Chief Accounting Officer of the General Partner
14