Atlas Energy, L.P. (NYSE: ATLS) (“Atlas Energy” or “ATLS”) today reported operating and financial results for the fourth quarter and full year 2012.
- ATLS declared a cash distribution of $0.30 per limited partner unit for the fourth quarter 2012, which represents a $0.03 per unit, or 11%, increase over the third quarter 2012, and a 25% increase over the prior year quarter. The fourth quarter 2012 ATLS distribution was paid on February 19, 2013 to holders of record as of February 6, 2013.
- Atlas Energy’s E&P subsidiary, Atlas Resource Partners, L.P. (NYSE: ARP), reached record average net production of 110.1 million cubic feet of natural gas equivalents per day (Mmcfed) for the fourth quarter 2012, a 14% increase from the prior quarter. In December 2012, ARP completed its most recent acquisition of oil & natural gas liquids (NGL) rich reserves in the Marble Falls region of the Fort Worth Basin from DTE Energy (“DTE”) for approximately $255 million. ARP completed approximately $650 million in acquisitions in the Fort Worth Basin in 2012.
- Atlas Pipeline Partners, L.P. (NYSE: APL), Atlas Energy’s midstream subsidiary, announced record processing volumes at each of its systems, reaching a total of 1,001.9 Mmcfd and NGL production of 80,120 barrels per day (bpd) for the fourth quarter 2012. APL also recently completed its acquisition of Cardinal Midstream in December 2012, in which APL acquired valuable gathering and processing facilities.
Edward E. Cohen, Chief Executive Officer of Atlas Energy, stated, “Our results in 2012 at ATLS should only be exceeded by our accomplishments this year and beyond. All of our success is attributable to the tremendous efforts of both ARP and APL, both of which had strong performances through the end of the year. We expect continued value creation for all of our stakeholders.”
Financial Results
- On January 24, 2013, ARP increased its quarterly cash distribution to $0.48 per unit for the fourth quarter 2012, which was paid on February 14, 2013 to holders of record as of February 6, 2013. ATLS received approximately $10.7 million of cash distributions based upon ARP’s fourth quarter 2012 distribution.
- On January 23, 2013, APL declared an increased distribution for the fourth quarter 2012 of $0.58 per unit to holders of record on February 7, 2013, which was paid on February 14, 2013. ATLS received approximately $6.5 million of cash distributions based upon APL’s fourth quarter 2012 distribution.
- On a GAAP basis, net loss attributable to limited partners was $14.9 million for the fourth quarter 2012 compared to net loss of $4.2 million for the prior year comparable period. The loss for the fourth quarter 2012 is due primarily to Atlas Energy’s $4.6 million of non-cash stock compensation expense, and its ownership interest in ARP, which recognized $9.5 million of non-cash asset impairments on certain non-core legacy oil and gas properties and $8.7 million of acquisition costs related to the DTE acquisition.
Recent Events
Atlas Resources’ Acquisition of Barnett Shale/Marble Falls properties from DTE Energy
On December 20, 2012, ARP completed its acquisition DTE Gas Resources, LLC, an affiliate of DTE Energy Company (“DTE”), which owned approximately 35 million barrels of oil equivalents (MMboe) of proved reserves and substantial resource potential in the Fort Worth Basin in Texas for approximately $255 million. This transaction represented ARP’s third acquisition in 2012 in the Fort Worth Basin, and ARP has invested a total of approximately $650 million to acquire estimated proved reserves of over 700 billion cubic feet equivalents (Bcfe) at the time of acquisition.
Included in the DTE transaction was approximately 88,000 net acres in the Fort Worth Basin of Texas, primarily in Jack County, offsetting ARP’s current Barnett Shale position. This acreage position includes approximately 75,000 net acres prospective for the oil and NGL rich Marble Falls play, in which there are approximately 700 identified vertical drilling locations in ARP’s position. ARP also believes that there are further potential development opportunities through vertical down-spacing and horizontal drilling in the Marble Falls formation. ARP commenced initial drilling operations in the Marble Falls play in January 2013.
Atlas Resources’ Issuance of $275 million 7.75% 2021 Senior Notes
On January 23, 2013, ARP issued $275 million of 7.75% Senior Notes due 2021 in a private placement transaction issued at par. ARP received net proceeds of $268.3 million after underwriting commissions and other transaction costs, and utilized the proceeds to repay and terminate ARP’s $75.4 million term loan and reduce the outstanding balance on its revolving credit facility. The senior notes are subject to a registration rights agreement entered in connection with the transaction, which requires ARP, among other things, to file a registration statement with the SEC and exchange the privately placed notes for registered notes by certain dates.
Atlas Pipeline’s Acquisition of Cardinal Midstream
In December 2012, APL acquired 100% of the equity interests held by Cardinal Midstream, LLC (“Cardinal”) in its three wholly-owned subsidiaries for approximately $600.0 million in cash, subject to customary purchase price adjustments. The assets of these companies represent the majority of the operating assets of Cardinal and include the following owned and/or operated assets: three cryogenic processing plants totaling 220 million cubic feet of natural gas per day (MMcfd) in processing capacity, approximately 60 miles of associated gathering pipelines, and a gas treating business that includes 15 treating facilities located in numerous hydrocarbon basins. Over 80% of Cardinal's current gross margin is derived from fixed fee contracts.
Atlas Pipeline Senior Notes Offerings
On February 11, 2013, APL issued $650 million of 5.875% Senior Notes due 2023 in a private placement transaction issued at par. APL received net proceeds of approximately $638.2 million after underwriting commissions and other transaction costs, and utilized the proceeds to redeem any or all of its outstanding 8.75% Senior Notes due 2018 in a related tender offer, as well as repay a portion of its outstanding indebtedness under its existing credit facility.
In September 2012, APL issued $325.0 million of 6.625% Senior Notes due 2020 in a private placement transaction. Subsequently, in December 2012, APL completed a follow-on private offering of $175 million of 6.625% Senior Notes due 2020 at 103% of their principal amount, plus accrued interest from September 28, 2012, representing a yield to worst of 6.003%. APL received net proceeds of approximately $176.3 million after underwriting commissions and other transaction costs, and utilized the proceeds from the December offering to fund a portion of its acquisition of Cardinal.
The senior notes are subject to a registration rights agreement entered in connection with the transaction, which requires APL, among other things, to file a registration statement with the SEC and exchange the privately placed notes for registered notes by certain dates.
Atlas Resource Fourth Quarter 2012 Highlights
- ARP’s average net daily production for the fourth quarter 2012 was 110.1 Mmcfed, an increase of approximately 13.8 Mmcfed, or 14%, compared with the third quarter 2012. The increase was primarily due to a full quarter’s volume from the acquisition of the remaining 50% interest in Equal Energy, Ltd.’s approximately 8,500 net undeveloped acres in the core of the Mississippi Lime play in northwestern Oklahoma in September 2012, and a full quarter’s volume from the acquisition of Titan Operating, LLC (“Titan”) in the Barnett Shale in July 2012.
ATLS owns 100% of the general partner Class A units and the incentive distribution rights, and a 43% common limited partner interest in ARP.ATLS’ financial results are presented on a consolidated basis with those of ARP. Non-controlling interests in ARP are reflected as income (expense) in ATLS’ consolidated statements of operations and as a component of partners’ capital on its consolidated balance sheets. A consolidating statement of operations and balance sheet have also been provided in the financial tables to this release for the comparable periods presented. Please refer to the ARP fourth quarter and full year 2012 earnings release for additional details on its financial results.
Atlas Pipeline Fourth Quarter 2012 Highlights
- During the fourth quarter 2012, APL operated near or at nameplate capacity on all of its gathering and processing systems in the Mid Continent. APL processed an average of approximately 1,001.9 Mmcfd of natural gas in the fourth quarter 2012 amongst its WestOK, WestTX, Velma and the newly-acquired Arkoma systems, 67% higher than the prior year comparable quarter’s volumes. APL again attained record high volumes with over 80,100 bbl per day of natural gas liquids generated from APL’s four processing systems, which primarily reside in Oklahoma and Texas.
ATLS owns a 2.0% general partner interest, all of the incentive distribution rights, and a 8.7% common limited partner interest in APL.ATLS’ financial results are presented on a consolidated basis with those of APL. Non-controlling interests in APL are reflected as income (expense) in ATLS’ consolidated statements of operations and as a component of partners’ capital on its consolidated balance sheets. A consolidating statement of operations and balance sheet have also been provided in the financial tables to this release for the comparable periods presented. Please refer to the APL fourth quarter and full year 2012 earnings release for additional details on its financial results.
Corporate Expenses
- Cash general and administrative expense, excluding amounts attributable to APL and ARP, was $1.5 million for the fourth quarter 2012, relatively consistent with the third quarter 2012. Please refer to the consolidating combined statements of operations provided in the financial tables of this release.
Interested parties are invited to access the live webcast of an investor call with management regarding Atlas Energy, L.P.’s fourth quarter 2012 results on Friday, February 22, 2013 at 9:00 am ET by going to the Investor Relations section of Atlas Energy’s website at www.atlasenergy.com. For those unavailable to listen to the live broadcast, the replay of the webcast will be available following the live call on the Atlas Energy website and telephonically beginning at 11:00 a.m. ET on February 22, 2013 by dialing 888-286-8010, passcode: 12321370.
Atlas Energy, L.P. (NYSE: ATLS) is a master limited partnership which owns all of the general partner Class A units and incentive distribution rights and an approximate 43% limited partner interest in its upstream oil & gas subsidiary, Atlas Resource Partners, L.P. Additionally, Atlas Energy owns and operates the general partner of its midstream oil & gas subsidiary, Atlas Pipeline Partners, L.P., through all of the general partner interest, all the incentive distribution rights and an approximate 9% limited partner interest. For more information, please visit our website at www.atlasenergy.com, or contact Investor Relations at InvestorRelations@atlasenergy.com.
Atlas Resource Partners, L.P. (NYSE: ARP) is an exploration & production master limited partnership which owns an interest in over 10,200 producing natural gas and oil wells, primarily in Appalachia and the Barnett Shale in Texas. ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S. For more information, please visit our website at www.atlasresourcepartners.com, or contact Investor Relations at InvestorRelations@atlasenergy.com.
Atlas Pipeline Partners, L.P. (NYSE: APL) is active in the gathering and processing segments of the midstream natural gas industry. In Oklahoma, southern Kansas, northern and western Texas, and Tennessee, APL owns and operates 12 active gas processing plants, 18 gas treating facilities, as well as approximately 10,100 miles of active intrastate gas gathering pipeline. APL also has a 20% interest in West Texas LPG Pipeline Limited Partnership, which is operated by Chevron Corporation. For more information, visit the Partnership's website at www.atlaspipeline.com or contact IR@atlaspipeline.com.
Cautionary Note Regarding Forward-Looking Statements
This document contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. ATLS cautions readers that any forward-looking information is not a guarantee of future performance. Such forward-looking statements include, but are not limited to, statements about future financial and operating results, resource potential, ATLS’ plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; changes in commodity prices; changes in the costs and results of drilling operations; uncertainties about estimates of reserves and resource potential; inability to obtain capital needed for operations; ATLS’ level of indebtedness; changes in government environmental policies and other environmental risks; the availability of drilling equipment and the timing of production; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in ATLS’, ARP’s and APL’s reports filed with the U.S. Securities and Exchange Commission, including quarterly reports on Form 10-Q, current reports on Form 8-K and annual reports on Form 10-K. Forward-looking statements speak only as of the date hereof, and ATLS assumes no obligation to update such statements, except as may be required by applicable law.
ATLAS ENERGY, L.P. | ||||||||||||||||
CONSOLIDATED COMBINED STATEMENTS OF OPERATIONS | ||||||||||||||||
| (unaudited; in thousands, except per unit data) | ||||||||||||||||
| Three Months Ended | Years Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| Revenues: | 2012 | 2011 | 2012 | 2011 | ||||||||||||
| Gas and oil production | $ | 31,578 | $ | 15,325 | $ | 92,901 | $ | 66,979 | ||||||||
| Well construction and completion | 39,219 | 70,947 | 131,496 | 135,283 | ||||||||||||
| Gathering and processing | 360,386 | 346,102 | 1,219,815 | 1,329,418 | ||||||||||||
| Administration and oversight | 3,224 | 2,668 | 11,810 | 7,741 | ||||||||||||
| Well services | 4,697 | 4,752 | 20,041 | 19,803 | ||||||||||||
| Gain (loss) on mark-to-market derivatives(2) | (4,965 | ) | (29,405 | ) | 31,940 | (20,453 | ) | |||||||||
| Other, net | 4,865 | 5,146 | 13,440 | 31,803 | ||||||||||||
| Total revenues | 439,004 | 415,535 | 1,521,443 | 1,570,574 | ||||||||||||
| Costs and expenses: | ||||||||||||||||
| Gas and oil production | 10,377 | 5,147 | 26,624 | 17,100 | ||||||||||||
| Well construction and completion | 34,197 | 60,876 | 114,079 | 115,630 | ||||||||||||
| Gathering and processing | 298,630 | 291,227 | 1,009,100 | 1,123,051 | ||||||||||||
| Well services | 2,204 | 2,661 | 9,280 | 8,738 | ||||||||||||
| General and administrative(1) | 56,931 | 23,538 | 165,777 | 80,584 | ||||||||||||
| Chevron transaction expense | — | — | 7,670 | — | ||||||||||||
| Depreciation, depletion and amortization | 43,048 | 27,855 | 142,611 | 109,373 | ||||||||||||
| Asset impairment | 9,507 | 6,995 | 9,507 | 6,995 | ||||||||||||
| Total costs and expenses | 454,894 | 418,299 | 1,484,648 | 1,461,471 | ||||||||||||
| Operating income (loss) | (15,890 | ) | (2,764 | ) | 36,795 | 109,103 | ||||||||||
| Gain (loss) on asset sales and disposal | 39 | 570 | (6,980 | ) | 256,292 | |||||||||||
| Interest expense(1) | (15,890 | ) | (7,434 | ) | (46,520 | ) | (38,394 | ) | ||||||||
| Loss on early extinguishment of debt | — | — | — | (19,574 | ) | |||||||||||
| Income (loss) from continuing operations before tax | (31,741 | ) | (9,628 | ) | (16,705 | ) | 307,427 | |||||||||
| Income tax expense | (176 | ) | — | (176 | ) | — | ||||||||||
| Income (loss) from continuing operations | (31,917 | ) | (9,628 | ) | (16,881 | ) | 307,427 | |||||||||
| Loss from discontinued operations | — | — | — | (81 | ) | |||||||||||
| Net income (loss) | (31,917 | ) | (9,628 | ) | (16,881 | ) | 307,346 | |||||||||
(Income) loss attributable to non-controlling interests | 17,042 | 5,454 | (35,532 | ) | (257,643 | ) | ||||||||||
| Net income (loss) after non-controlling interests | (14,875 | ) | (4,174 | ) | (52,413 | ) | 49,703 | |||||||||
| Income not attributable to common limited partners (results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition)(1) | — | — | — | (4,711 | ) | |||||||||||
| Net income (loss) attributable to common limited partners | $ | (14,875 | ) | $ | (4,174 | ) | $ | (52,413 | ) | $ | 44,992 | |||||
| Net income (loss) attributable to common limited partners per unit – basic: | ||||||||||||||||
| Income (loss) from continuing operations attributable to common limited partners | $ | (0.29 | ) | $ | (0.08 | ) | $ | (1.02 | ) | $ | 0.91 | |||||
| Loss from discontinued operations attributable to common limited partners | — | — | — | — | ||||||||||||
| Net income (loss) attributable to common limited partners | $ | (0.29 | ) | $ | (0.08 | ) | $ | (1.02 | ) | $ | 0.91 | |||||
| Net income (loss) attributable to common limited partners per unit – diluted: | ||||||||||||||||
| Income (loss) from continuing operations attributable to common limited partners | $ | (0.29 | ) | $ | (0.08 | ) | $ | (1.02 | ) | $ | 0.88 | |||||
| Loss from discontinued operations attributable to common limited partners | — | — | — | — | ||||||||||||
| Net income (loss) attributable to common limited partners | $ | (0.29 | ) | $ | (0.08 | ) | $ | (1.02 | ) | $ | 0.88 | |||||
| Weighted average common limited partner units outstanding: | ||||||||||||||||
| Basic | 51,359 | 51,271 | 51,327 | 48,235 | ||||||||||||
| Diluted | 51,359 | 51,271 | 51,327 | 49,676 | ||||||||||||
| Net income (loss) attributable to common limited partners: | ||||||||||||||||
| Income (loss) from continuing operations | $ | (14,875 | ) | $ | (4,174 | ) | $ | (52,413 | ) | $ | 45,002 | |||||
| Loss from discontinued operations | — | — | — | (10 | ) | |||||||||||
| Net income (loss) attributable to common limited partners | $ | (14,875 | ) | $ | (4,174 | ) | $ | (52,413 | ) | $ | 44,992 | |||||
(1) | In accordance with prevailing accounting literature, ATLS has adjusted its historical financial statements to present them combined with the historical financial results of the exploration and production business acquired from Chevron (the “Transferred Business”) for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of ATLS, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as ATLS was unable to identify and allocate such amounts to the Transferred Business for the respective periods. | |
(2) | Consists principally of hydrocarbon derivative gains / (losses) that relate to the operating activities of ATLS’s consolidated subsidiary, APL. The underlying hydrocarbon derivatives do not represent present or potential future obligations of ATLS. | |
ATLAS ENERGY, L.P. | ||||||
CONSOLIDATED BALANCE SHEETS | ||||||
(unaudited; in thousands) | ||||||
December 31, | ||||||
ASSETS | 2012 | 2011 | ||||
Current assets: | ||||||
| Cash and cash equivalents | $ | 36,780 | $ | 77,376 | ||
| Accounts receivable | 196,249 | 136,853 | ||||
| Current portion of derivative asset | 35,351 | 15,447 | ||||
| Subscriptions receivable | 55,357 | 34,455 | ||||
| Prepaid expenses and other | 45,255 | 24,779 | ||||
| Total current assets | 368,992 | 288,910 | ||||
Property, plant and equipment, net | 3,502,609 | 2,093,283 | ||||
Intangible assets, net | 200,680 | 104,777 | ||||
Investment in joint venture | 86,002 | 86,879 | ||||
Goodwill, net | 351,069 | 31,784 | ||||
Long-term derivative asset | 16,840 | 30,941 | ||||
Other assets, net | 71,002 | 48,197 | ||||
| $ | 4,597,194 | $ | 2,684,771 | |||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||
Current liabilities: | ||||||
| Current portion of long-term debt | $ | 10,835 | $ | 2,085 | ||
| Accounts payable | 119,028 | 93,554 | ||||
| Liabilities associated with drilling contracts | 67,293 | 71,719 | ||||
| Accrued producer liabilities | 109,725 | 88,096 | ||||
| Current portion of derivative payable to Drilling Partnerships | 11,293 | 20,900 | ||||
| Accrued interest | 11,556 | 1,629 | ||||
| Accrued well drilling and completion costs | 47,637 | 17,585 | ||||
| Accrued liabilities | 103,291 | 61,653 | ||||
| Total current liabilities | 480,658 | 357,221 | ||||
Long-term debt, less current portion | 1,529,508 | 522,055 | ||||
Long-term derivative liability | 888 | — | ||||
Long-term derivative payable to Drilling Partnerships | 2,429 | 15,272 | ||||
Deferred income taxes, net | 30,258 | — | ||||
Asset retirement obligations and other | 73,605 | 46,142 | ||||
Commitments and contingencies | ||||||
Partners’ Capital: | ||||||
| Common limited partners’ interests | 456,171 | 554,999 | ||||
| Accumulated other comprehensive income | 9,699 | 29,376 | ||||
| 465,870 | 584,375 | |||||
| Non-controlling interests | 2,013,978 | 1,159,706 | ||||
| Total partners’ capital | 2,479,848 | 1,744,081 | ||||
| $ | 4,597,194 | $ | 2,684,771 | |||
| ATLAS ENERGY, L.P. | ||||||||||||||||
| Financial and Operating Highlights | ||||||||||||||||
| Three Months Ended | Years Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011(1) | |||||||||||||
| Net income (loss) attributable to common limited partners per unit - basic | $ | (0.29 | ) | $ | (0.08 | ) | $ | (1.02 | ) | $ | 0.91 | |||||
| Distributable cash flow per unit(2)(3) | $ | 0.30 | $ | 0.37 | $ | 1.08 | $ | 1.36 | ||||||||
| Cash distributions paid per unit(4) | $ | 0.30 | $ | 0.24 | $ | 1.07 | $ | 0.81 | ||||||||
| ATLAS RESOURCE: | ||||||||||||||||
| Production volume:(5)(6) | ||||||||||||||||
| Natural gas (Mcfd) | 95,845 | 30,560 | 69,408 | 31,403 | ||||||||||||
| Oil (Bpd) | 447 | 339 | 330 | 307 | ||||||||||||
| Natural gas liquids (Bpd) | 1,935 | 432 | 974 | 444 | ||||||||||||
| Total (Mcfed) | 110,137 | 35,182 | 77,232 | 35,912 | ||||||||||||
| Average sales prices:(6) | ||||||||||||||||
| Natural gas (per Mcf) (7) | $ | 3.04 | $ | 4.20 | $ | 3.29 | $ | 4.98 | ||||||||
| Oil (per Bbl)(8) | $ | 90.76 | $ | 87.19 | $ | 94.02 | $ | 89.70 | ||||||||
| Natural gas liquids (per gallon) | $ | 0.73 | $ | 1.14 | $ | 0.76 | $ | 1.15 | ||||||||
| Production costs:(6)(9) | ||||||||||||||||
| Lease operating expenses per Mcfe | $ | 0.88 | $ | 1.20 | $ | 0.82 | $ | 1.09 | ||||||||
| Production taxes per Mcfe | 0.14 | 0.08 | 0.12 | 0.10 | ||||||||||||
| Total production costs per Mcfe | $ | 1.01 | $ | 1.28 | $ | 0.94 | $ | 1.19 | ||||||||
| ATLAS PIPELINE: | ||||||||||||||||
| Production volume:(6) | ||||||||||||||||
| Gathered gas volume(Mcfd) | 1,100,266 | 649,644 | 1,026,996 | 599,828 | ||||||||||||
| Processed gas volume (Mcfd) | 1,001,883 | 601,188 | 922,715 | 548,932 | ||||||||||||
| Residue gas volume (Mcfd) | 846,794 | 486,312 | 837,961 | 445,094 | ||||||||||||
| Processed NGL volume (Bpd) | 80,120 | 58,597 | 76,807 | 54,120 | ||||||||||||
| Condensate volume (Bpd) | 3,044 | 2,325 | 3,415 | 2,821 | ||||||||||||
| Average sales prices:(6) | ||||||||||||||||
| Natural gas (per Mcf) | $ | 3.18 | $ | 3.40 | $ | 2.62 | $ | 3.86 | ||||||||
| Condensate (per Bbl) | $ | 80.75 | $ | 89.75 | $ | 87.88 | $ | 90.65 | ||||||||
| Natural gas liquids (per gallon) | $ | 0.90 | $ | 1.17 | $ | 0.90 | $ | 1.20 | ||||||||
(1) | In accordance with prevailing accounting literature, ATLS has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of ATLS, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as ATLS was unable to identify and allocate such amounts to the Transferred Business for the respective periods. | |
(2) | A reconciliation from net income to distributable cash flow is provided in the financial tables of this release. | |
| (3) | Calculation consists of distributable cash flow divided by the weighted average common limited partner units outstanding of 51,359,000 and 51,271,000 for the three months ended December 31, 2012 and 2011, respectively, and 51,327,000 for the year ended December 31, 2012. For the year ended December 31, 2011, the weighted average common limited partner units outstanding of 51,250,000 utilized for the calculation is the weighted average common limited partner units outstanding for the period subsequent to February 17, 2011, the date of acquisition for the Transferred Business, which includes the 23.4 million common limited partner units issued as partial consideration for the acquisition. | |
(4) | Represents the cash distributions declared per limited partner unit for the respective period and paid by ATLS within 50 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter. The year ended December 31, 2011 includes a cash distribution payment of $0.11 per limited partner unit for the 1st quarter 2011, which reflected a prorated cash distribution for the period from February 17, 2011, the date of acquisition for the Transferred Business, to March 31, 2011. | |
| (5) | Production quantities consist of the sum of (i) ARP’s proportionate share of production from wells in which it has a direct interest, based on ARP’s proportionate net revenue interest in such wells, and (ii) ARP’s proportionate share of production from wells owned by the investment partnerships in which ARP has an interest, based on its equity interest in each such partnership and based on each partnership’s proportionate net revenue interest in these wells. | |
| (6) | “Mcf” and “Mcfd” represent thousand cubic feet and thousand cubic feet per day; “Mcfe” and “Mcfed” represent thousand cubic feet equivalents and thousand cubic feet equivalents per day, and “Bbl” and “Bpd” represent barrels and barrels per day. Barrels are converted to Mcfe using the ratio of six Mcf’s to one barrel. | |
| (7) | ARP’s average sales price for natural gas before the effects of financial hedging was $2.98 per Mcf and $3.68 per Mcf for the three months ended December 31, 2012 and 2011, respectively, and $2.60 per Mcf and $4.53 per Mcf for the years ended December 31, 2012 and 2011, respectively. These amounts exclude the impact of subordination of production revenues to investor partners within the investor partnerships. Including the effects of subordination, average natural gas sales prices were $2.54 per Mcf ($2.48 per Mcf before the effects of financial hedging) and $3.81 per Mcf ($3.29 per Mcf before the effects of financial hedging) for the three months ended December 31, 2012 and 2011, respectively, and $2.76 per Mcf ($2.08 per Mcf before the effects of financial hedging) and $4.28 per Mcf ($3.83 per Mcf before the effects of financial hedging) for the years ended December 31, 2012 and 2011, respectively. | |
| (8) | ARP’s average sales price for oil before the effects of financial hedging was $87.55 per barrel and $86.76 per barrel for the three months ended December 31, 2012 and 2011, respectively, and $91.32 per barrel and $89.07 per barrel for the years ended December 31, 2012 and 2011, respectively. | |
| (9) | Production costs include labor to operate the wells and related equipment, repairs and maintenance, materials and supplies, property taxes, severance taxes, insurance and production overhead. These amounts exclude the effects of ARP’s proportionate share of lease operating expenses associated with subordination of production revenue to investor partners within ARP’s investor partnerships. Including the effects of these costs, lease operating expenses per Mcfe were $0.71 per Mcfe ($0.95 per Mcfe for total production costs) and $0.98 per Mcfe ($1.06 per Mcfe for total production costs) for the three months ended December 31, 2012 and 2011, respectively, and $0.58 per Mcfe ($0.70 per Mcfe for total production costs) and $0.77 per Mcfe ($0.87 per Mcfe for total production costs) for the years ended December 31, 2012 and 2011, respectively. | |
ATLAS ENERGY, L.P. | ||||||||||||||||
Financial Information | ||||||||||||||||
| (unaudited; in thousands except per unit amounts) | ||||||||||||||||
| Three Months Ended | Years Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| Adjusted EBITDA and Distributable Cash Flow Summary: | 2012 | 2011 | 2012 | 2011(1) | ||||||||||||
| Atlas Resource Cash Distributions Earned(2): | ||||||||||||||||
| Limited Partner Units | $ | 10,062 | $ | − | $ | 29,975 | $ | − | ||||||||
| Class A Units (2%) | 469 | − | 1,146 | − | ||||||||||||
| Incentive Distribution Rights | 149 | − | 149 | − | ||||||||||||
| Total Atlas Resource Cash Distributions Earned(2) | 10,680 | − | 31,270 | − | ||||||||||||
| per limited partner unit | $ | 0.48 | $ | − | $ | 1.43 | $ | − | ||||||||
| Atlas Pipeline Cash Distributions Earned(2): | ||||||||||||||||
| Limited Partner Units | 3,337 | 3,165 | 13,061 | 11,286 | ||||||||||||
| General Partner 2% Interest | 815 | 633 | 2,776 | 2,099 | ||||||||||||
| Incentive Distribution Rights | 2,302 | 1,397 | 7,187 | 3,173 | ||||||||||||
| Total Atlas Pipeline Cash Distributions Earned(2) | 6,454 | 5,195 | 23,024 | 16,558 | ||||||||||||
| per limited partner unit | $ | 0.58 | $ | 0.55 | $ | 2.27 | $ | 1.96 | ||||||||
| Total Cash Distributions Earned | 17,134 | 5,195 | 54,294 | 16,558 | ||||||||||||
E&P Operations Adjusted EBITDA prior to spinoff on March 5, 2012(3) | − | 9,565 | 9,111 | 49,182 | ||||||||||||
| Cash general and administrative expenses(4) | (1,531 | ) | 5,461 | (7,441 | ) | (1,615 | ) | |||||||||
| Other, net | 1 | 1,237 | 984 | 16,224 | ||||||||||||
| Adjusted EBITDA(5) | 15,604 | 21,458 | 56,948 | 80,349 | ||||||||||||
| Cash interest expense(6) | (82 | ) | (202 | ) | (335 | ) | (726 | ) | ||||||||
| Maintenance capital expenditures(3) | − | (2,300 | ) | (1,231 | ) | (9,833 | ) | |||||||||
| Distributable Cash Flow(5) | $ | 15,522 | $ | 18,956 | $ | 55,382 | $ | 69,790 | ||||||||
| Distributions Paid(7) | $ | 15,410 | $ | 12,310 | $ | 54,937 | $ | 41,526 | ||||||||
| per limited partner unit | $ | 0.30 | $ | 0.24 | $ | 1.07 | $ | 0.81 | ||||||||
| Distribution coverage ratio | 1.0x | 1.5x | 1.0x | 1.7x | ||||||||||||
| Reconciliation of non-GAAP measures to net income (loss)(5): | ||||||||||||||||
| Distributable cash flow | $ | 15,522 | $ | 18,956 | $ | 55,382 | $ | 69,790 | ||||||||
| Distributable cash flow of Transferred Business as of and prior to February 17, 2011 (the date of acquisition)(1) | − | − | − | 8,261 | ||||||||||||
| E&P Operations EBITDA prior to spinoff on March 5, 2012(3) | − | (9,565 | ) | (9,111 | ) | (49,182 | ) | |||||||||
| E&P Operations EBITDA of Transferred Business as of and prior to February 17, 2011(1) | − | − | − | (8,510 | ) | |||||||||||
| Atlas Resource net loss attributable to ATLS common limited partners | (11,274 | ) | (4,741 | ) | (34,718 | ) | 19,899 | |||||||||
| Atlas Resource cash distributions earned by ATLS(2) | (10,680 | ) | − | (31,270 | ) | − | ||||||||||
| Atlas Pipeline net income attributable to ATLS common limited partners | 2,501 | 198 | 15,343 | 37,753 | ||||||||||||
| Atlas Pipeline cash distributions earned by ATLS(2) | (6,454 | ) | (5,195 | ) | (23,024 | ) | (16,558 | ) | ||||||||
| Depreciation and amortization | − | (1,069 | ) | − | (1,069 | ) | ||||||||||
| Non-recurring spinoff and acquisition costs | − | − | (8,370 | ) | (2,087 | ) | ||||||||||
| Amortization of deferred finance costs | (51 | ) | (154 | ) | (230 | ) | (5,510 | ) | ||||||||
| Non-cash stock compensation expense | (4,611 | ) | (4,201 | ) | (18,237 | ) | (13,132 | ) | ||||||||
| Maintenance capital expenditures(3) | − | 2,300 | 1,231 | 9,833 | ||||||||||||
| Other non-cash adjustments | 172 | (703 | ) | 591 | 215 | |||||||||||
| Income attributable to non-controlling interests | (17,042 | ) | (5,454 | ) | 35,532 | 257,643 | ||||||||||
| Net income (loss) | $ | (31,917 | ) | $ | (9,628 | ) | $ | (16,881 | ) | $ | 307,346 | |||||
(1) | In accordance with prevailing accounting literature, ATLS has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of ATLS, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as ATLS was unable to identify and allocate such amounts to the Transferred Business for the respective periods. | |
| (2) | Represents the cash distribution paid by ARP and APL within 45 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter. | |
| (3) | Represents the E&P Operations Adjusted EBITDA generated and maintenance capital expenditures incurred by ATLS on a stand-alone basis prior to the transfer of its E&P assets to ARP on March 5, 2012. | |
| (4) | Excludes non-cash stock-compensation expense, non-recurring spinoff costs and non-recurring acquisition costs incurred, including amounts in connection with the acquisition of the Transferred Business. | |
| (5) | Adjusted EBITDA and distributable cash flow are non-GAAP (generally accepted accounting principles) financial measures under the rules of the Securities and Exchange Commission. Management of ATLS believes that adjusted EBITDA and distributable cash flow provide additional information for evaluating ATLS’s performance, among other things. These measures are widely used by commercial banks, investment bankers, rating agencies and investors in evaluating performance relative to peers and pre-set performance standards. Adjusted EBITDA is also a financial measurement that, with certain negotiated adjustments, is utilized within ATLS’s financial covenants under its credit facility. Adjusted EBITDA and distributable cash flow are not measures of financial performance under GAAP and, accordingly, should not be considered as a substitute for net income, operating income, or cash flows from operating activities in accordance with GAAP. | |
(6) | Excludes non-cash amortization of deferred financing costs. | |
(7) | Represents the cash distribution paid within 50 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter. | |
| ATLAS ENERGY, L.P. | ||||||||||||||||
| CAPITALIZATION INFORMATION | ||||||||||||||||
(unaudited; in thousands) | ||||||||||||||||
| December 31, 2012 | ||||||||||||||||
| Atlas | Atlas | Atlas | ||||||||||||||
| Energy | Resource | Pipeline | Consolidated | |||||||||||||
| Total debt | $ | 9,000 | $ | 351,425 | $ | 1,179,918 | $ | 1,540,343 | ||||||||
| Less: Cash | (10,194 | ) | (23,188 | ) | (3,398 | ) | (36,780 | ) | ||||||||
| Total net debt /(cash) | (1,194 | ) | 328,237 | 1,176,520 | 1,503,563 | |||||||||||
| Partners’ capital | 465,870 | 862,006 | 1,606,408 | 2,479,848(1) | ||||||||||||
| Total capitalization | $ | 464,676 | $ | 1,190,243 | $ | 2,782,928 | $ | 3,983,411 | ||||||||
| Ratio of net debt to capitalization | 0.00x | |||||||||||||||
(1) Net of eliminated amounts. | ||||||||||||||||
| December 31, 2011 | ||||||||||||||||
| Atlas | Atlas | Atlas | ||||||||||||||
| Energy | Resource | Pipeline | Consolidated | |||||||||||||
| Total debt | $ | − | $ | − | $ | 524,140 | $ | 524,140 | ||||||||
| Less: Cash | (22,500 | ) | (54,708 | ) | (168 | ) | (77,376 | ) | ||||||||
| Total net debt /(cash) | (22,500 | ) | (54,708 | ) | 523,972 | 446,764 | ||||||||||
| Partners’ capital | 584,375 | 457,175 | 1,236,228 | 1,744,081(2) | ||||||||||||
| Total capitalization | $ | 561,875 | $ | 402,467 | $ | 1,760,200 | $ | 2,190,845 | ||||||||
| Ratio of net debt to capitalization | 0.00x | |||||||||||||||
(2) Net of eliminated amounts. | ||||||||||||||||
ATLAS ENERGY, L.P. | ||||||||||||||||||||
CONSOLIDATING STATEMENTS OF OPERATIONS | ||||||||||||||||||||
(unaudited; in thousands) | ||||||||||||||||||||
Three Months Ended December 31, 2012 | ||||||||||||||||||||
| Atlas | Atlas | Atlas | ||||||||||||||||||
| Energy | Resource | Pipeline | Eliminations | Consolidated | ||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Gas and oil production | $ | − | $ | 31,578 | $ | − | $ | − | $ | 31,578 | ||||||||||
| Well construction and completion | − | 39,219 | − | − | 39,219 | |||||||||||||||
| Gathering and processing | − | 5,956 | 354,508 | (78 | ) | 360,386 | ||||||||||||||
| Administration and oversight | − | 3,224 | − | − | 3,224 | |||||||||||||||
| Well services | − | 4,697 | − | − | 4,697 | |||||||||||||||
| Loss on mark-to-market derivatives | − | − | (4,965 | ) | − | (4,965 | ) | |||||||||||||
| Other, net | 173 | 66 | 4,626 | − | 4,865 | |||||||||||||||
| Total revenues | 173 | 84,740 | 354,169 | (78 | ) | 439,004 | ||||||||||||||
| Costs and expenses: | ||||||||||||||||||||
| Gas and oil production | − | 10,377 | − | − | 10,377 | |||||||||||||||
| Well construction and completion | − | 34,197 | − | − | 34,197 | |||||||||||||||
| Gathering and processing | − | 6,306 | 292,402 | (78 | ) | 298,630 | ||||||||||||||
| Well services | − | 2,204 | − | − | 2,204 | |||||||||||||||
| General and administrative | 6,142 | 20,696 | 30,093 | − | 56,931 | |||||||||||||||
Depreciation, depletion and amortization | − | 18,734 | 24,314 | − | 43,048 | |||||||||||||||
Asset impairment | − | 9,507 | − | − | 9,507 | |||||||||||||||
| Total costs and expenses | 6,142 | 102,021 | 346,809 | (78 | ) | 454,894 | ||||||||||||||
| Operating income (loss) | (5,969 | ) | (17,281 | ) | 7,360 | − | (15,890 | ) | ||||||||||||
| Gain on asset sales and disposal | − | 39 | − | − | 39 | |||||||||||||||
| Interest expense | (133 | ) | (1,666 | ) | (14,091 | ) | − | (15,890 | ) | |||||||||||
| Loss from continuing operations before tax | (6,102 | ) | (18,908 | ) | (6,731 | ) | − | (31,741 | ) | |||||||||||
| Income tax expense | − | − | (176 | ) | − | (176 | ) | |||||||||||||
| Loss from continuing operations | (6,102 | ) | (18,908 | ) | (6,907 | ) | − | (31,917 | ) | |||||||||||
| Discontinued operations | − | − | − | − | − | |||||||||||||||
| Net loss | (6,102 | ) | (18,908 | ) | (6,907 | ) | − | (31,917 | ) | |||||||||||
| (Income)/loss attributable to non-controlling interests | − | − | (1,902 | ) | 18,944 | 17,042 | ||||||||||||||
| Net income/(loss) attributable to common limited partners | $ | (6,102 | ) | $ | (18,908 | ) | $ | (8,809 | ) | $ | 18,944 | $ | (14,875 | ) | ||||||
| ATLAS ENERGY, L.P. | ||||||||||||||||||||
| CONSOLIDATING STATEMENTS OF OPERATIONS | ||||||||||||||||||||
(unaudited; in thousands) | ||||||||||||||||||||
Three Months Ended December 31, 2011 | ||||||||||||||||||||
| Atlas | Atlas | Atlas | ||||||||||||||||||
| Energy | Resource | Pipeline | Eliminations | Consolidated | ||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Gas and oil production | $ | − | $ | 15,325 | $ | − | $ | − | $ | 15,325 | ||||||||||
| Well construction and completion | − | 70,947 | − | − | 70,947 | |||||||||||||||
| Gathering and processing | − | 3,698 | 342,483 | (79 | ) | 346,102 | ||||||||||||||
| Administration and oversight | − | 2,668 | − | − | 2,668 | |||||||||||||||
| Well services | − | 4,752 | − | − | 4,752 | |||||||||||||||
| Loss on mark-to-market derivatives | − | − | (29,405 | ) | − | (29,405 | ) | |||||||||||||
| Other, net | 531 | 85 | 4,530 | − | 5,146 | |||||||||||||||
| Total revenues | 531 | 97,475 | 317,608 | (79 | ) | 415,535 | ||||||||||||||
| Costs and expenses: | ||||||||||||||||||||
| Gas and oil production | − | 5,147 | − | − | 5,147 | |||||||||||||||
| Well construction and completion | − | 60,876 | − | − | 60,876 | |||||||||||||||
| Gathering and processing | − | 4,465 | 286,841 | (79 | ) | 291,227 | ||||||||||||||
| Well services | − | 2,661 | − | − | 2,661 | |||||||||||||||
| General and administrative | (1,260 | ) | 15,261 | 9,537 | − | 23,538 | ||||||||||||||
| Depreciation, depletion and amortization | 1,069 | 6,850 | 19,936 | − | 27,855 | |||||||||||||||
| Asset impairment | − | 6,995 | − | − | 6,995 | |||||||||||||||
| Total costs and expenses | (191 | ) | 102,255 | 316,314 | (79 | ) | 418,299 | |||||||||||||
| Operating income (loss) | 722 | (4,780 | ) | 1,294 | − | (2,764 | ) | |||||||||||||
| Gain on asset sales and disposal | 3 | 39 | 528 | − | 570 | |||||||||||||||
| Interest expense | (356 | ) | − | (7,078 | ) | − | (7,434 | ) | ||||||||||||
| Loss on early extinguishment of debt | − | − | − | − | − | |||||||||||||||
| Income (loss) from continuing operations | 369 | (4,741 | ) | (5,256 | ) | − | (9,628 | ) | ||||||||||||
| Discontinued operations | − | − | − | − | − | |||||||||||||||
| Net income (loss) | 369 | (4,741 | ) | (5,256 | ) | − | (9,628 | ) | ||||||||||||
| (Income)/loss attributable to non-controlling interests | − | − | (1,708 | ) | 7,162 | 5,454 | ||||||||||||||
| Net income/(loss) attributable to common limited partners | $ | 369 | $ | (4,741 | ) | $ | (6,964 | ) | $ | 7,162 | $ | (4,174 | ) | |||||||
ATLAS ENERGY, L.P. | ||||||||||||||||||||
CONSOLIDATING STATEMENTS OF OPERATIONS | ||||||||||||||||||||
(unaudited; in thousands) | ||||||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||
| Atlas | Atlas | Atlas | ||||||||||||||||||
| Energy | Resource | Pipeline | Eliminations | Consolidated | ||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Gas and oil production | $ | − | $ | 92,901 | $ | − | $ | − | $ | 92,901 | ||||||||||
| Well construction and completion | − | 131,496 | − | − | 131,496 | |||||||||||||||
| Gathering and processing | − | 16,267 | 1,203,983 | (435 | ) | 1,219,815 | ||||||||||||||
| Administration and oversight | − | 11,810 | − | − | 11,810 | |||||||||||||||
| Well services | − | 20,041 | − | − | 20,041 | |||||||||||||||
| Gain on mark-to-market derivatives | − | − | 31,940 | − | 31,940 | |||||||||||||||
| Other, net | 1,575 | (4,886 | ) | 16,751 | − | 13,440 | ||||||||||||||
| Total revenues | 1,575 | 267,629 | 1,252,674 | (435 | ) | 1,521,443 | ||||||||||||||
| Costs and expenses: | ||||||||||||||||||||
| Gas and oil production | − | 26,624 | − | − | 26,624 | |||||||||||||||
| Well construction and completion | − | 114,079 | − | − | 114,079 | |||||||||||||||
| Gathering and processing | − | 19,491 | 990,044 | (435 | ) | 1,009,100 | ||||||||||||||
| Well services | − | 9,280 | − | − | 9,280 | |||||||||||||||
| General and administrative | 34,048 | 69,123 | 62,606 | − | 165,777 | |||||||||||||||
| Chevron transaction expense | − | 7,670 | − | − | 7,670 | |||||||||||||||
Depreciation, depletion and amortization | − | 52,582 | 90,029 | − | 142,611 | |||||||||||||||
| Asset impairment | − | 9,507 | − | − | 9,507 | |||||||||||||||
| Total costs and expenses | 34,048 | 308,356 | 1,142,679 | (435 | ) | 1,484,648 | ||||||||||||||
| Operating income (loss) | (32,473 | ) | (40,727 | ) | 109,995 | − | 36,795 | |||||||||||||
| Loss on asset sales and disposal | − | (6,980 | ) | − | − | (6,980 | ) | |||||||||||||
| Interest expense | (565 | ) | (4,195 | ) | (41,760 | ) | − | (46,520 | ) | |||||||||||
Income (loss) from continuing operations before tax | (33,038 | ) | (51,902 | ) | 68,235 | − | (16,705 | ) | ||||||||||||
| Income tax expense | − | − | (176 | ) | − | (176 | ) | |||||||||||||
| Net income (loss) | (33,038 | ) | (51,902 | ) | 68,059 | − | (16,881 | ) | ||||||||||||
Income attributable to non-controlling interests | − | − | (6,010 | ) | (29,522 | ) | (35,532 | ) | ||||||||||||
| Net income (loss) attributable to common limited partners | $ | (33,038 | ) | $ | (51,902 | ) | $ | 62,049 | $ | (29,522 | ) | $ | (52,413 | ) | ||||||
ATLAS ENERGY, L.P. | ||||||||||||||||||||
CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS | ||||||||||||||||||||
(unaudited; in thousands) | ||||||||||||||||||||
Year Ended December 31, 2011 | ||||||||||||||||||||
| Atlas | Atlas | Atlas | Consolidated | |||||||||||||||||
Energy | Resource(1) | Pipeline | Eliminations | Combined(1) | ||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Gas and oil production | $ | − | $ | 66,979 | $ | − | $ | − | $ | 66,979 | ||||||||||
| Well construction and completion | − | 135,283 | − | − | 135,283 | |||||||||||||||
| Gathering and processing | − | 17,746 | 1,312,007 | (335 | ) | 1,329,418 | ||||||||||||||
| Administration and oversight | − | 7,741 | − | − | 7,741 | |||||||||||||||
| Well services | − | 19,803 | − | − | 19,803 | |||||||||||||||
| Loss on mark-to-market derivatives | − | − | (20,453 | ) | − | (20,453 | ) | |||||||||||||
| Other, net | 16,602 | (30 | ) | 15,231 | − | 31,803 | ||||||||||||||
| Total revenues | 16,602 | 247,522 | 1,306,785 | (335 | ) | 1,570,574 | ||||||||||||||
| Costs and expenses: | ||||||||||||||||||||
| Gas and oil production | − | 17,100 | − | − | 17,100 | |||||||||||||||
| Well construction and completion | − | 115,630 | − | − | 115,630 | |||||||||||||||
| Gathering and processing | − | 20,842 | 1,102,544 | (335 | ) | 1,123,051 | ||||||||||||||
| Well services | − | 8,738 | − | − | 8,738 | |||||||||||||||
| General and administrative | 16,694 | 27,536 | 36,354 | − | 80,584 | |||||||||||||||
Depreciation, depletion and amortization | 1,069 | 30,869 | 77,435 | − | 109,373 | |||||||||||||||
| Asset impairment | − | 6,995 | − | − | 6,995 | |||||||||||||||
| Total costs and expenses | 17,763 | 227,710 | 1,216,333 | (335 | ) | 1,461,471 | ||||||||||||||
| Operating income (loss) | (1,161 | ) | 19,812 | 90,452 | − | 109,103 | ||||||||||||||
| Gain on asset sales and disposal | 3 | 87 | 256,202 | − | 256,292 | |||||||||||||||
| Interest expense | (6,791 | ) | − | (31,603 | ) | − | (38,394 | ) | ||||||||||||
| Loss on early extinguishment of debt | − | − | (19,574 | ) | − | (19,574 | ) | |||||||||||||
| Income (loss) from continuing operations | (7,949 | ) | 19,899 | 295,477 | − | 307,427 | ||||||||||||||
| Discontinued operations | − | − | (81 | ) | − | (81 | ) | |||||||||||||
| Net income (loss) | (7,949 | ) | 19,899 | 295,396 | − | 307,346 | ||||||||||||||
Income attributable to non-controlling interests | − | − | (6,200 | ) | (251,443 | ) | (257,643 | ) | ||||||||||||
| Net income (loss) after non-controlling interests | (7,949 | ) | 19,899 | 289,196 | (251,443 | ) | 49,703 | |||||||||||||
Income not attributable to common limited partners (results of operations of the Transferred Business as of and prior to February 17, 2011, the date of acquisition(1)) | − | (4,711 | ) | − | − | (4,711 | ) | |||||||||||||
| Net income (loss) attributable to common limited partners | $ | (7,949 | ) | $ | 15,188 | $ | 289,196 | $ | (251,443 | ) | $ | 44,992 | ||||||||
(1) | In accordance with prevailing accounting literature, ATLS has adjusted its historical financial statements to present them combined with the historical financial results of the Transferred Business for all periods prior to its acquisition date of February 17, 2011. However, since the results of operations of the Transferred Business prior to its acquisition date are not attributable to the common limited partners of ATLS, these amounts have been deducted to obtain net income (loss) attributable to common limited partners for the respective period. Also, the historical results of the Transferred Business prior to the acquisition date do not reflect general and administrative expenses and interest expense as ATLS was unable to identify and allocate such amounts to the Transferred Business for the respective periods. | |
| ATLAS ENERGY, L.P. | ||||||||||||||||||
| CONDENSED CONSOLIDATING BALANCE SHEETS | ||||||||||||||||||
(unaudited; in thousands) | ||||||||||||||||||
December 31, 2012 | ||||||||||||||||||
| Atlas | Atlas | Atlas | ||||||||||||||||
| ASSETS | Energy | Resource | Pipeline | Eliminations | Consolidated | |||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 10,194 | $ | 23,188 | $ | 3,398 | $ | − | $ | 36,780 | ||||||||
Accounts receivable | 5 | 38,718 | 157,526 | − | 196,249 | |||||||||||||
Receivable from (advances from) affiliates | 11,353 | (5,853 | ) | (5,500 | ) | − | − | |||||||||||
| Current portion of derivative asset | − | 12,274 | 23,077 | − | 35,351 | |||||||||||||
| Subscriptions receivable | − | 55,357 | − | − | 55,357 | |||||||||||||
| Prepaid expenses and other | 118 | 9,063 | 36,074 | − | 45,255 | |||||||||||||
| Total current assets | 21,670 | 132,747 | 214,575 | − | 368,992 | |||||||||||||
| Property, plant and equipment, net | − | 1,302,228 | 2,200,381 | − | 3,502,609 | |||||||||||||
| Goodwill and intangible assets, net | − | 33,104 | 518,645 | − | 551,749 | |||||||||||||
| Long-term derivative asset | − | 8,898 | 7,942 | − | 16,840 | |||||||||||||
| Investment in joint venture | − | − | 86,002 | − | 86,002 | |||||||||||||
| Investment in subsidiaries | 454,436 | − | − | (454,436 | ) | − | ||||||||||||
| Other assets, net | 22,287 | 16,122 | 32,593 | − | 71,002 | |||||||||||||
| $ | 498,393 | $ | 1,493,099 | $ | 3,060,138 | $ | (454,436 | ) | $ | 4,597,194 | ||||||||
| LIABILITIES AND PARTNERS’ CAPITAL | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Current portion of long-term debt | $ | − | $ | − | $ | 10,835 | $ | − | $ | 10,835 | ||||||||
| Accounts payable | 171 | 59,549 | 59,308 | − | 119,028 | |||||||||||||
Liabilities associated with drilling contracts | − | 67,293 | − | − | 67,293 | |||||||||||||
| Accrued producer liabilities | − | − | 109,725 | − | 109,725 | |||||||||||||
Current portion of derivative payable to Drilling Partnerships | − | 11,293 | − | − | 11,293 | |||||||||||||
| Accrued interest | 4 | 1,153 | 10,399 | − | 11,556 | |||||||||||||
Accrued well drilling and completion costs | − | 47,637 | − | − | 47,637 | |||||||||||||
| Accrued liabilities | 21,304 | 24,235 | 57,752 | − | 103,291 | |||||||||||||
| Total current liabilities | 21,479 | 211,160 | 248,019 | − | 480,658 | |||||||||||||
| Long-term debt, less current portion | 9,000 | 351,425 | 1,169,083 | − | 1,529,508 | |||||||||||||
| Long-term derivative liability | − | 888 | − | − | 888 | |||||||||||||
| Long-term derivative payable to Drilling Partnerships | − | 2,429 | − | − | 2,429 | |||||||||||||
| Deferred income taxes, net | − | − | 30,258 | − | 30,258 | |||||||||||||
| Asset retirement obligations and other | 2,044 | 65,191 | 6,370 | − | 73,605 | |||||||||||||
| Partners’ Capital: | ||||||||||||||||||
| Common limited partners’ interests | 456,171 | 840,437 | 1,539,177 | (2,379,614 | ) | 456,171 | ||||||||||||
Accumulated other comprehensive income | 9,699 | 21,569 | − | (21,569 | ) | 9,699 | ||||||||||||
| 465,870 | 862,006 | 1,539,177 | (2,401,183 | ) | 465,870 | |||||||||||||
| Non-controlling interests | − | − | 67,231 | 1,946,747 | 2,013,978 | |||||||||||||
| Total partners’ capital | 465,870 | 862,006 | 1,606,408 | (454,436 | ) | 2,479,848 | ||||||||||||
| $ | 498,393 | $ | 1,493,099 | $ | 3,060,138 | $ | (454,436 | ) | $ | 4,597,194 | ||||||||
| ATLAS ENERGY, L.P. | ||||||||||||||||||
| CONDENSED CONSOLIDATING BALANCE SHEETS | ||||||||||||||||||
(unaudited; in thousands) | ||||||||||||||||||
December 31, 2011 | ||||||||||||||||||
| Atlas | Atlas | Atlas | ||||||||||||||||
| ASSETS | Energy | Resource | Pipeline | Eliminations | Consolidated | |||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 22,500 | $ | 54,708 | $ | 168 | $ | − | $ | 77,376 | ||||||||
| Accounts receivable | 869 | 20,572 | 115,412 | − | 136,853 | |||||||||||||
Receivable from (advances from) affiliates | 3,928 | (1,253 | ) | (2,675 | ) | − | − | |||||||||||
| Current portion of derivative asset | − | 13,802 | 1,645 | − | 15,447 | |||||||||||||
| Subscriptions receivable | − | 34,455 | − | − | 34,455 | |||||||||||||
| Prepaid expenses and other | 1,462 | 7,676 | 15,641 | − | 24,779 | |||||||||||||
| Total current assets | 28,759 | 129,960 | 130,191 | − | 288,910 | |||||||||||||
| Property, plant and equipment, net | 4,571 | 520,883 | 1,567,829 | − | 2,093,283 | |||||||||||||
| Goodwill and intangible assets, net | − | 33,285 | 103,276 | − | 136,561 | |||||||||||||
| Long-term derivative asset | − | 16,127 | 14,814 | − | 30,941 | |||||||||||||
| Investment in joint venture | − | − | 86,879 | − | 86,879 | |||||||||||||
| Investment in subsidiaries | 533,697 | − | − | (533,697 | ) | − | ||||||||||||
| Other assets, net | 22,190 | 858 | 25,149 | − | 48,197 | |||||||||||||
| $ | 589,217 | $ | 701,113 | $ | 1,928,138 | $ | (533,697 | ) | $ | 2,684,771 | ||||||||
| LIABILITIES AND PARTNERS’ CAPITAL | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Current portion of long-term debt | $ | − | $ | − | $ | 2,085 | $ | − | $ | 2,085 | ||||||||
| Accounts payable | 2,179 | 36,731 | 54,644 | − | 93,554 | |||||||||||||
Liabilities associated with drilling contracts | − | 71,719 | − | − | 71,719 | |||||||||||||
| Accrued producer liabilities | − | − | 88,096 | − | 88,096 | |||||||||||||
Current portion of derivative payable to Drilling Partnerships | − | 20,900 | − | − | 20,900 | |||||||||||||
| Accrued interest | 5 | − | 1,624 | − | 1,629 | |||||||||||||
Accrued well drilling and completion costs | − | 17,585 | − | − | 17,585 | |||||||||||||
| Accrued liabilities | 2,418 | 35,952 | 23,283 | − | 61,653 | |||||||||||||
| Total current liabilities | 4,602 | 182,887 | 169,732 | − | 357,221 | |||||||||||||
| Long-term debt, less current portion | − | − | 522,055 | − | 522,055 | |||||||||||||
| Long-term derivative payable to Drilling Partnerships | − | 15,272 | − | − | 15,272 | |||||||||||||
| Asset retirement obligations and other | 240 | 45,779 | 123 | − | 46,142 | |||||||||||||
| Partners’ Capital: | ||||||||||||||||||
| Common limited partners’ interests | 554,999 | 427,246 | 1,269,019 | (1,696,265 | ) | 554,999 | ||||||||||||
| Accumulated other comprehensive income (loss) | 29,376 | 29,929 | (4,390 | ) | (25,539 | ) | 29,376 | |||||||||||
| 584,375 | 457,175 | 1,264,629 | (1,721,804 | ) | 584,375 | |||||||||||||
| Non-controlling interests | − | − | (28,401 | ) | 1,188,107 | 1,159,706 | ||||||||||||
| Total partners’ capital | 584,375 | 457,175 | 1,236,228 | (533,697 | ) | 1,744,081 | ||||||||||||
| $ | 589,217 | $ | 701,113 | $ | 1,928,138 | $ | (533,697 | ) | $ | 2,684,771 | ||||||||
| ATLAS ENERGY, L.P. | ||||||
| Ownership Interests Summary | ||||||
Atlas Energy Ownership Interests as of December 31, 2012: | Amount | Overall Ownership Interest Percentage | ||||
| ATLAS RESOURCE: | ||||||
| General partner interest | 100 | % | 2.0 | % | ||
| Common units | 20,962,485 | 43.0 | % | |||
| Incentive distribution rights | 100 | % | N/A | |||
| Total Atlas Energy ownership interests in Atlas Resource | 45.0 | % | ||||
| ATLAS PIPELINE: | ||||||
| General partner interest | 100 | % | 2.0 | % | ||
| Common units | 5,754,253 | 8.7 | % | |||
| Incentive distribution rights | 100 | % | N/A | |||
| Total Atlas Energy ownership interests in Atlas Pipeline | 10.7 | % | ||||
| LIGHTFOOT CAPITAL PARTNERS, GP LLC: | ||||||
| Approximate general partner ownership interest | 15.9 | % | ||||
| Approximate limited partner ownership interest | 12.1 | % | ||||
Brian J. Begley
Vice President - Investor Relations
877-280-2857
215-405-2718 (fax)