Atlas Energy, L.P. Reports Operating and Financial Results for the Fourth Quarter and Full Year 2013

PHILADELPHIA--()--Atlas Energy, L.P. (NYSE: ATLS) (“Atlas Energy” or “ATLS”) today reported operating and financial results for the fourth quarter and full year 2013.

Edward E. Cohen, Chief Executive Officer of Atlas Energy, stated, “For the Atlas Energy group of companies, 2013 was a good year, although not without challenge, and 2014 should be even better. Our E&P operations at Atlas Resource grew substantially in 2013 both from development in attractive basins, and from accretive acquisitions, and we anticipate future favorable developments organically and corporately. Atlas Pipeline now has state-of-the-art processing plants, growing rapidly, easily scalable, located in the greatest NGL growth areas in North America --- in the Permian and Eagle Ford basins in Texas, and in the SCOOP and Mississippi Lime areas in Oklahoma. We look to 2014 --- and to 2015 --- with high confidence.”

ATLS declared a cash distribution of $0.46 per limited partner unit for the fourth quarter 2013, which represents a $0.16 per unit, or 53%, increase over the prior year fourth quarter. The fourth quarter 2013 ATLS distribution was paid on February 19, 2014 to holders of record as of February 10, 2014. ATLS anticipates cash distributions to be $1.95 to $2.45 per common unit for full year 2014, based on distribution guidance provided by its subsidiaries, Atlas Resource Partners, L.P. (NYSE: ARP) (“ARP”) and Atlas Pipeline Partners, L.P. (NYSE: APL) (“APL”).

Distributions from Subsidiaries

  • On January 29, 2014, ARP, Atlas Energy’s E&P subsidiary, declared a cash distribution of $0.58 per limited partner unit for the fourth quarter 2013, an approximate 4% increase over the third quarter 2013 and a 21% increase from the prior year fourth quarter distribution. This distribution was paid on February 14, 2014 to holders of record as of February 6, 2014. ATLS received approximately $17.2 million of cash distributions based upon ARP’s fourth quarter 2013 distribution.
  • On January 28, 2014, APL, Atlas Energy’s midstream subsidiary, declared a cash distribution for the fourth quarter 2013 of $0.62 per unit, a 9% increase from APL’s prior year quarter. This distribution was paid on February 14, 2014 to holders of record as of February 6, 2014. ATLS received approximately $9.7 million of cash distributions based upon APL’s fourth quarter 2013 distribution.

Recent Events

GeoMet Transaction

On February 14, 2014, ARP announced that it entered into a definitive agreement to acquire approximately 70 billion cubic feet equivalents of natural gas proved reserves in West Virginia and Virginia from GeoMet, Inc. (OTCQB: GMET) and certain of its subsidiaries (collectively, “GeoMet”) for $107 million, with an effective date of January 1, 2014. The acquisition is expected to be immediately accretive to ARP’s distributable cash flow per unit. The purchase price is subject to customary adjustments to implement the effective date. The transaction is subject to, among other items, approval from GeoMet’s stockholders.

ARP expects to benefit from the mature, low-decline production from the acquired assets, which will complement its existing oil and gas base. The assets consist of approximately proved reserves in West Virginia and Virginia, and are 100% natural gas and proved developed. Current net production on the assets is approximately 22 million cubic feet equivalents per day (“Mmcfed”) from over 400 active wells, with a current expected decline rate of approximately 10-12%. Current production costs include lease operating costs of approximately $1.20 per thousand cubic feet (“mcf”), production and ad valorem taxes of approximately 10%, and transportation and gathering costs of approximately $0.40/mcf.

ARP’s New Monthly Distribution Policy

ARP declared an initial monthly distribution of $0.1933 per common unit for the month of January 2014 on February 24, 2014, which is payable on March 17, 2014 to holders of record as of March 7, 2014. ARP previously announced that its board of directors had approved the modification of its distribution payment practice to a monthly distribution program. Future monthly cash distributions will be paid within 45 days following the end of each respective monthly period. ARP management and the board of directors determined that a monthly distribution policy more closely aligned the realization and distribution of cash flow with investors’ interests.

Atlas Energy’s Arkoma Production

ATLS had net production of approximately 12.2 million cubic feet equivalents per day in the fourth quarter 2013 primarily from its Arkoma assets, with production margin of approximately $2.4 million in the period. ATLS acquired this production in July 2013.

ARP’s Fourth Quarter 2013 Highlights

  • Average net daily production for the fourth quarter 2013 was 259.8 Mmcfed, an increase of approximately 97% from the prior year comparable quarter. The increase in net production from the fourth quarter 2012 was due primarily to the acquisition of producing assets from EP Energy in July 2013, located in the Raton Basin (New Mexico), Black Warrior Basin (Alabama) and County Line region (Wyoming). Production also increased from additional wells connected in the fourth quarter 2013 in several of ARP’s key operating areas, including the Mississippi Lime and Marble Falls.
  • During 2013, ARP continued development on its acreage positions located in several attractive U.S. oil and natural gas basins. ARP turned into line the following number of gross wells per region during 2013: 82 wells in the Marble Falls/Barnett Shale region; 21 wells in the Mississippi Lime play in northwestern Oklahoma; 9 wells in the Marcellus Shale (8 of which were in Lycoming County, PA); and 5 wells in the Utica Shale play in Harrison County, OH.
  • In the fourth quarter 2013, ARP experienced adverse weather conditions in several of its operating areas, namely in Texas. As a result, oil and gas production from certain areas was restricted for periods of time, which directly affected realized production margin for the fourth quarter 2013. ARP has estimated the impact was approximately $2.5 million to $3.0 million to Distributable Cash Flow from weather-related issues in the quarter.

ATLS owns 100% of the general partner Class A units and the incentive distribution rights, and a 37% 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 2013 earnings release for additional details on its financial results.

APL’s Fourth Quarter 2013 Highlights

During the fourth quarter 2013, APL increased inlet volumes on its gathering and processing systems in the Mid Continent region, primarily in Texas and Oklahoma. APL processed an average of over 1.38 billion cubic feet per day (“Bcfd”) of natural gas in the fourth quarter 2013 amongst its WestOK, WestTX, Velma, Arkoma and SouthTX systems, approximately 38% higher than the prior year comparable quarter’s volumes. APL processed over 118,000 barrels per day (“bpd”) of natural gas liquids generated from its five processing systems in highly prolific oil & gas basins.

ATLS owns a 2.0% general partner interest, all of the incentive distribution rights, and a 6.2% 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 2013 earnings release for additional details on its financial results.

Hedge Positions

In connection with its acquisition from EP Energy in July 2013 of natural gas proved reserves in the Arkoma Basin (“Arkoma Assets”), ATLS entered into direct natural gas hedge positions for a substantial portion of its production through 2018. A summary of ATLS’s derivative positions as of February 27, 2014 is provided in the financial tables of this release.

Corporate Expenses

  • Cash general and administrative expense, excluding amounts attributable to APL and ARP, was $1.6 million for the fourth quarter 2013, which was generally consistent with the third quarter 2013. Please refer to the consolidating statements of operations provided in the financial tables of this release.
  • Cash interest expense, excluding amounts attributable to APL and ARP, was $4.1 million for the fourth quarter 2013, an increase of $0.7 million compared to the third quarter 2013. The increase was due a full quarter’s interest expense on ATLS’ $240 million term loan credit facility, which was entered into in July 2013 to fund the acquisition of the Arkoma Assets from EP Energy and the purchase of the Class C convertible preferred units from ARP. As of December 31, 2013, ATLS had $240 million of total debt, with no borrowings outstanding under its $50 million revolving credit facility, and a cash position of approximately $18 million.

Interested parties are invited to access the live webcast of an investor call with management regarding Atlas Energy, L.P.’s fourth quarter 2013 results on Friday, February 28, 2014 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 1:00 p.m. ET on February 28, 2014 by dialing 888-286-8010, passcode: 19431975.

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 37% 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 6% 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 13,000 producing natural gas and oil wells, located primarily in Appalachia, the Barnett Shale (TX), the Raton Basin (NM) and Black Warrior Basin (AL). ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S. For more information, please visit ARP’s 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, Texas, and Tennessee, APL owns and operates 14 active gas processing plants, 18 gas treating facilities, as well as approximately 11,200 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 APL’s website at www.atlaspipeline.com or contact IR@atlaspipeline.com.

Cautionary Note Regarding Forward-Looking Statements

This press release 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 and production potential, planned expansions of capacity and other capital expenditures, distribution amounts, 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; ability to realize the benefits of its acquisition; changes in commodity prices and hedge positions; 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 STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per unit data)
 
Three Months Ended Years Ended
December 31, December 31,
Revenues: 2013   2012 2013   2012
Gas and oil production $ 97,716 $ 31,578 $ 273,906 $ 92,901
Well construction and completion 75,590 39,219 167,883 131,496
Gathering and processing 600,724 360,386 2,139,694 1,219,815
Administration and oversight 3,354 3,224 12,277 11,810
Well services 4,789 4,697 19,492 20,041
Gain (loss) on mark-to-market derivatives(1) (19,271 ) (4,965 ) (28,764 ) 31,940
Other, net   (1,273 )   4,865     (6,973 )   13,440  
Total revenues   761,629     439,004     2,577,515     1,521,443  
 
Costs and expenses:
Gas and oil production 35,341 10,377 100,178 26,624
Well construction and completion 65,730 34,197 145,985 114,079
Gathering and processing 504,318 298,630 1,802,618 1,009,100
Well services 2,506 2,204 9,515 9,280
General and administrative 41,530 56,931 197,976 165,777
Chevron transaction expense 7,670
Depreciation, depletion and amortization 94,220 43,048 308,533 142,611
Asset impairment   81,880     9,507     81,880     9,507  
Total costs and expenses   825,525     454,894     2,646,685     1,484,648  
 
Operating income (loss) (63,896 ) (15,890 ) (69,170 ) 36,795
 
Gain (loss) on asset sales and disposal 1,048 39 (2,506 ) (6,980 )
Interest expense (40,727 ) (15,890 ) (132,581 ) (46,520 )
Loss on early extinguishment of debt           (26,601 )    
 
Net loss before tax (103,575 ) (31,741 ) (230,858 ) (16,705 )
Income tax benefit (expense)   1,406     (176 )   2,260     (176 )
Net loss (102,169 ) (31,917 ) (228,598 ) (16,881 )
Loss (income) attributable to non-controlling interests   75,169     17,042     153,231     (35,532 )
Net loss attributable to common limited partners $ (27,000 ) $ (14,875 ) $ (75,367 ) $ (52,413 )
 
Net loss attributable to common limited partners per unit:
Basic and Diluted $ (0.53 ) $ (0.29 ) $ (1.47 ) $ (1.02 )
 
Weighted average common limited partner units outstanding:
Basic and Diluted 51,410 51,359 51,387 51,327
 

(1)

  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

2013

 

2012

Current assets:

Cash and cash equivalents

$

23,501

$

36,780

Accounts receivable

279,464

196,249

Current portion of derivative asset

2,066

35,351

Subscriptions receivable

47,692

55,357

Prepaid expenses and other

 

27,612

 

45,255

Total current assets

380,335

368,992

 

Property, plant and equipment, net

4,910,875

3,502,609

Intangible assets, net

697,234

200,680

Investment in joint venture

248,301

86,002

Goodwill, net

400,356

351,069

Long-term derivative asset

30,868

16,840

Long-term derivative receivable from Drilling Partnerships

863

Other assets, net

 

123,809

 

71,002

$

6,792,641

$

4,597,194

 

LIABILITIES AND PARTNERS’ CAPITAL

 

Current liabilities:

Current portion of long-term debt

$

2,924

$

10,835

Accounts payable

149,279

119,028

Liabilities associated with drilling contracts

49,377

67,293

Accrued producer liabilities

152,309

109,725

Current portion of derivative liability

17,630

Current portion of derivative payable to Drilling Partnerships

2,676

11,293

Accrued interest

47,402

11,556

Accrued well drilling and completion costs

40,899

47,637

Accrued liabilities

 

84,759

 

103,291

Total current liabilities

547,255

480,658

 

Long-term debt, less current portion

2,886,120

1,529,508

Long-term derivative liability

387

888

Long-term derivative payable to Drilling Partnerships

2,429

Deferred income taxes, net

33,290

30,258

Asset retirement obligations and other

102,713

73,605

 

Commitments and contingencies

 

Partners’ Capital:

Common limited partners’ interests

361,511

456,171

Accumulated other comprehensive income

 

10,338

 

9,699

371,849

465,870

Non-controlling interests

 

2,851,027

 

2,013,978

Total partners’ capital

 

3,222,876

 

2,479,848

$

6,792,641

$

4,597,194

 
   

ATLAS ENERGY, L.P.

Financial and Operating Highlights

(unaudited)
 
Three Months Ended Years Ended
December 31, December 31,
2013   2012 2013   2012
 
Net loss attributable to common limited partners per unit - basic $ (0.53 ) $ (0.29 ) $ (1.47 ) $ (1.02 )
 
Cash distributions paid per unit(1) $ 0.46 $ 0.30 $ 1.67 $ 1.07
 
Production volume: (2)(3)
ATLAS ENERGY:
Natural gas (Mcfd) 12,007 5,106
Oil (Bpd) 28 7
Natural gas liquids (Bpd)   10         3      
Total (Mcfed)   12,238         5,164      
ATLAS RESOURCES:
Natural gas (Mcfd) 229,931 95,845 158,886 69,408
Oil (Bpd) 1,413 447 1,329 330
Natural gas liquids (Bpd)   3,569     1,935     3,473     974  
Total (Mcfed)   259,821     110,137     187,701     77,232  
TOTAL:
Natural gas (Mcfd) 241,938 95,845 163,992 69,408
Oil (Bpd) 1,441 447 1,336 330
Natural gas liquids (Bpd)   3,579     1,935     3,476     974  
Total (Mcfed)   272,059     110,137     192,866     77,232  
 
Average sales prices:(3)
Natural gas (per Mcf) (4) $ 3.63 $ 3.04 $ 3.48 $ 3.29
Oil (per Bbl)(5) $ 90.57 $ 90.76 $ 91.02 $ 94.02
Natural gas liquids (per gallon) $ 0.73 $ 0.73 $ 0.68 $ 0.76
 
Production costs:(3)(6)
ATLAS ENERGY:
Lease operating expenses per Mcfe $ 0.84 $ $ 0.81 $
Production taxes per Mcfe 0.22 0.22
Transportation and compression expenses per Mcfe   0.51         0.53      
Total production costs per Mcfe $ 1.58   $   $ 1.56   $  
ATLAS RESOURCES:
Lease operating expenses per Mcfe $ 1.03 $ 0.88 $ 1.09 $ 0.82
Production taxes per Mcfe 0.18 0.14 0.18 0.12
Transportation and compression expenses per Mcfe   0.28     0.18     0.24     0.24  
Total production costs per Mcfe $ 1.49   $ 1.19   $ 1.50   $ 1.19  
TOTAL:
Lease operating expenses per Mcfe $ 1.02 $ 0.88 $ 1.08 $ 0.82
Production taxes per Mcfe 0.18 0.14 0.18 0.12
Transportation and compression expenses per Mcfe   0.29     0.18     0.25     0.24  
Total production costs per Mcfe $ 1.50   $ 1.19   $ 1.50   $ 1.19  
 
ATLAS PIPELINE:
Production volume:(3)
Gathered gas volume(Mcfd) 1,486,196 1,100,266 1,426,835 1,026,996
Processed gas volume (Mcfd) 1,385,589 1,001,883 1,314,596 922,715
Residue gas volume (Mcfd) 1,173,169 846,794 1,112,137 777,605
NGL volume (Bpd) 118,809 80,120 114,690 76,807
Condensate volume (Bpd) 3,490 3,044 4,146 3,415
 
Average sales prices:(3)
Natural gas (per Mcf) $ 3.39 $ 3.18 $ 3.44 $ 2.62
Condensate (per Bbl) $ 88.71 $ 80.75 $ 91.90 $ 87.88
Natural gas liquids (per gallon) $ 0.99 $ 0.90 $ 0.91 $ 0.90
 

(1)

  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.
 

(2)

Production quantities consist of the sum of (i) the proportionate share of production from wells in which ATLS and ARP have a direct interest, based on the 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.
 

(3)

“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.
 

(4)

Average sales price for natural gas before the effects of financial hedging was $3.35 per Mcf and $2.98 per Mcf for the three months ended December 31, 2013 and 2012, respectively, and $3.25 per Mcf and $2.60 per Mcf for the years ended December 31, 2013 and 2012, respectively. These amounts exclude the impact of subordination of ARP’s production revenues to investor partners within its investor partnerships. Including the effects of this subordination, average natural gas sales prices were $3.40 per Mcf ($3.12 per Mcf before the effects of financial hedging) and $2.54 per Mcf ($2.48 per Mcf before the effects of financial hedging) for the three months ended December 31, 2013 and 2012, respectively, and $3.23 per Mcf ($3.00 per Mcf before the effects of financial hedging) and $2.76 per Mcf ($2.08 per Mcf before the effects of financial hedging) for the years ended December 31, 2013 and 2012, respectively.
 

(5)

Average sales price for oil before the effects of financial hedging was $94.15 per barrel and $87.55 per barrel for the three months ended December 31, 2013 and 2012, respectively, and $95.86 per barrel and $91.32 per barrel for the years ended December 31, 2013 and 2012, respectively.
 

(6)

Production costs include labor to operate the wells and related equipment, repairs and maintenance, materials and supplies, property taxes, severance taxes, insurance, production overhead and transportation and compression expenses. 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, total lease operating expenses per Mcfe were $0.94 per Mcfe ($1.41 per Mcfe for total production costs) and $0.71 per Mcfe ($1.02 per Mcfe for total production costs) for the three months ended December 31, 2013 and 2012, respectively, and $1.00 per Mcfe ($1.42 per Mcfe for total production costs) and $0.58 per Mcfe ($0.94 per Mcfe for total production costs) for the years ended December 31, 2013 and 2012, respectively.
 
   

ATLAS ENERGY, L.P.

Financial Information

(unaudited; in thousands except per unit amounts)

 
Three Months Ended Years Ended
December 31, December 31,
Reconciliation of net loss to non-GAAP measures(1): 2013   2012 2013   2012
Net income (loss) $ (102,169 ) $ (31,917 ) $ (228,598 ) $ (16,881 )
E&P Operations EBITDA prior to spinoff on March 5, 2012(2) 9,111
Atlas Resource net loss attributable to ATLS common limited partners

12,697

11,274

32,463

34,718

Atlas Resource cash distributions earned by ATLS(3) 17,224 10,680 58,347 31,270
Atlas Pipeline net (income) loss attributable to ATLS common limited partners

1,969

(2,501

)

(1,644

)

(15,343

)

Atlas Pipeline cash distributions earned by ATLS(3) 9,662 6,454 36,057 23,024
Development Subsidiary net loss attributable to ATLS common limited partners

1,760

4,418

Development Subsidiary cash distributions earned by ATLS(3) 26 26
Non-recurring spinoff and acquisition costs 320 2,151 8,370
Amortization of deferred finance costs 459 51 1,124 230
Depreciation, depletion and amortization 1,689 3,020
Non-cash stock compensation expense 5,247 4,611 22,971 18,237
Maintenance capital expenditures(4) (300 ) (500 ) (1,231 )
Other non-cash adjustments 73 (172 ) (2,027 ) (591 )
Amortization of premiums paid on swaption derivative contracts associated with asset acquisition(5)

2,287

Loss (income) attributable to non-controlling interests   75,169     17,042     153,231     (35,532 )
Distributable Cash Flow(1) $ 23,826   $ 15,522   $ 83,326   $ 55,382  
 
Supplemental Adjusted EBITDA and Distributable Cash Flow Summary:
Atlas Resource Cash Distributions Earned(3):
Limited Partner Units $ 14,333 $ 10,062 $ 50,183 $ 29,975
Class A Units (2%) 794 469 2,755 1,146
Incentive Distribution Rights   2,097     149     5,409     149  
Total Atlas Resource Cash Distributions Earned(3)   17,224     10,680     58,347     31,270  
per limited partner unit $ 0.58 $ 0.48 $ 2.19 $ 1.43
 
Atlas Pipeline Cash Distributions Earned(3):
Limited Partner Units 3,568 3,337 14,098 13,061
General Partner 2% Interest 1,126 815 4,281 2,776
Incentive Distribution Rights   4,968     2,302     17,678     7,187  
Total Atlas Pipeline Cash Distributions Earned(3)   9,662     6,454     36,057     23,024  
per limited partner unit $ 0.62 $ 0.58 $ 2.45 $ 2.27
 
Development Subsidiary Cash Distributions Earned(3) 26 26
 
Total Cash Distributions Earned 26,912 17,134 94,430 54,294
 
Production Margin 2,427 3,960
E&P Operations Adjusted EBITDA prior to spinoff on

March 5, 2012(2)

9,111

Cash general and administrative expenses(6) (1,605 ) (1,531 ) (8,256 ) (7,441 )
Other, net   458     1     1,188     984  
Adjusted EBITDA(1) 28,192 15,604 91,322 56,948
Cash interest expense(7) (4,066 ) (82 ) (7,496 ) (335 )
Maintenance capital expenditures(4)   (300 )       (500 )   (1,231 )
Distributable Cash Flow(1) $ 23,826   $ 15,522   $ 83,326   $ 55,382  

 

Discretionary adjustments considered by the Board of Directors of the General Partner in the determination of quarterly cash distributions:
Net cash from acquisitions from the effective date through closing date(8)  

   

   

1,851

   

 
Distributable Cash Flow with discretionary adjustments by the Board of Directors of the General Partner(9)

$

23,826

 

$

15,522

 

$

85,177

 

$

55,382

 
 
Distributions Paid(10) $ 23,650 $ 15,410 $ 85,829 $ 54,937
per limited partner unit $ 0.46 $ 0.30 $ 1.67 $ 1.07
 
Excess (shortfall) of distributable cash flow with discretionary adjustments by the Board of Directors of the General Partner after distributions to unitholders(11)

 

$

 

176

 

$

 

112

 

$

 

(652

 

)

 

$

 

445

_________________________________________

(1)

 

Although not prescribed under generally accepted accounting principles (“GAAP”), ATLS’ management believes the presentation of EBITDA, Adjusted EBITDA and Distributable Cash Flow is relevant and useful because it helps ATLS’ investors understand its operating performance, allows for easier comparison of its results with other master limited partnerships (“MLP”), and is a critical component in the determination of quarterly cash distributions. As a MLP, ATLS is required to distribute 100% of available cash, as defined in its limited partnership agreement (“Available Cash”) and subject to cash reserves established by its general partner, to investors on a quarterly basis. ATLS refers to Available Cash prior to the establishment of cash reserves as DCF. EBITDA, Adjusted EBITDA and DCF should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. While ATLS’s management believes that its methodology of calculating EBITDA, Adjusted EBITDA and DCF is generally consistent with the common practice of other MLPs, such metrics may not be consistent and, as such, may not be comparable to measures reported by other MLPs, who may use other adjustments related to their specific businesses. EBITDA, Adjusted EBITDA and DCF are supplemental financial measures used by ATLS’ management and by external users of ATLS’ financial statements such as investors, lenders under its credit facilities, research analysts, rating agencies and others to assess its:

 

 

-- Operating performance as compared to other publicly traded partnerships and other companies in the upstream and midstream energy sectors, without regard to financing methods, historical cost basis or capital structure;

-- Ability to generate sufficient cash flows to support its distributions to unitholders;
-- Ability to incur and service debt and fund capital expansion;
-- The viability of potential acquisitions and other capital expenditure projects; and

-- Ability to comply with financial covenants in its credit facility, which is calculated based upon Adjusted EBITDA.

 

DCF is determined by calculating EBITDA, adjusting it for non-cash, non-recurring and other items to achieve Adjusted EBITDA, and then deducting cash interest expense and maintenance capital expenditures. ATLS defines EBITDA as net income (loss) plus the following adjustments:

 
-- Interest expense;
-- Income tax expense;
-- Depreciation, depletion and amortization.
 
ATLS defines Adjusted EBITDA as EBITDA plus the following adjustments:
 

-- Cash distributions paid by ARP and APL within 45 days after the end of the respective quarter, based upon their distributable cash flow generated during that quarter;

-- Asset impairments;
-- Acquisition and related costs;
-- Non-cash stock compensation;
-- (Gains) losses on asset disposal;
-- Cash proceeds received from monetization of derivative transactions;
-- Amortization of premiums paid on swaption derivative contracts; and
-- Other items.
 

ATLS adjusts DCF for non-cash, non-recurring and other items for the sole purpose of evaluating its cash distribution for the quarterly period, with EBITDA and Adjusted EBITDA adjusted in the same manner for consistency. ATLS defines DCF as Adjusted EBITDA less the following adjustments:

 
-- Cash interest expense; and
-- Maintenance capital expenditures.
 

(2)

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 for the year ended December 31, 2012.

(3)

Represents the cash distribution paid by ARP, APL and its new Development Subsidiary within 45 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter.

(4)

Production from oil and gas assets naturally decline in future periods and, as such, ATLS recognizes the estimated capitalized cost of stemming such decline in production margin for the purpose of stabilizing its DCF and cash distributions, which it refers to as maintenance capital expenditures. ATLS calculates the estimate of maintenance capital expenditures by first multiplying its forecasted future full year production margin by its expected aggregate production decline of proved developed producing wells. Maintenance capital expenditures are then the estimated capitalized cost of wells that will generate an estimated first year margin equivalent to the production margin decline, assuming such wells are connected on the first day of the calendar year. ATLS does not incur specific capital expenditures expressly for the purpose of maintaining or increasing production margin, but such amounts are a hypothetical subset of wells it expects to drill in future periods on undeveloped acreage already leased. Estimated capitalized cost of wells included within maintenance capital expenditures are also based upon relevant factors, including utilization of public forward commodity exchange prices, current estimates for regional pricing differentials, estimated labor and material rates and other production costs. Generally, estimates for maintenance capital expenditures in the current year are the sum of the estimate calculated in the prior year plus estimates for the decline in production margin from wells connected during the current year and production acquired through acquisitions. ATLS considers expansion capital expenditures to be any capital expenditure costs expended that are not maintenance capital expenditures – generally, this will include expenditures to increase, rather than maintain, production margin in future periods, as well as land, gathering and processing, and other non-drilling capital expenditures.

(5)

Swaption derivative contracts grant ATLS the option to enter into a swap derivative transaction to hedge future production period sales prices for a stated option period, which generally have a duration of a few months and commences upon entering into the derivative contract, in return for an upfront premium. The amounts included within the reconciliation reflect the amortization of premiums ATLS paid to enter into swaption derivative contracts for certain acquired volumes over the option period. Generally, ATLS enters into swaption derivative contracts to hedge acquired volumes after the announcement of the signed definitive purchase and sale agreement to acquire the oil and gas properties, but before it closes on the transaction, as its senior secured revolving credit agreement does not allow it to hedge production volume until it owns such volumes. ATLS excludes such costs in its determination of DCF, Adjusted EBITDA and cash distributions for the respective period as they are specific to the related transaction.

(6)

Excludes non-cash stock compensation expense and certain non-recurring spinoff costs and acquisition and related costs.

(7)

Excludes non-cash amortization of deferred financing costs.

(8)

These amounts reflect net cash proceeds received from the effective date through the closing date of the EP Energy assets acquired, less estimated and pro forma amounts of maintenance capital expenditures and financing costs. The management of ATLS believes these amounts are critical in its evaluation of Distributable Cash Flow and cash distributions for the period. Under GAAP, such amounts are characterized as purchase price adjustments and are reflected in the net purchase price paid for the acquired assets, rather than reflected as components of net income or loss for the period. For the year ended December 31, 2013, such amounts include pro forma net cash generated by the EP Energy assets of $3.8 million from April 1, 2013 to July 31, 2013, less pro forma interest expense of $1.5 million and estimated maintenance capital expenditures of $0.5 million.

(9)

Including the discretionary adjustments by the Board of Directors of the General Partner in the determination of quarterly cash distributions, Adjusted EBITDA would have been $28.2 million and $15.6 million for the three months ended December 31, 2013 and 2012, respectively, and $95.1 million and $56.9 million for the years ended December 31, 2013 and 2012, respectively.

(10)

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.

(11)

ATLS seeks to at least maintain its current cash distribution in future quarterly periods, and expects to only increase such cash distributions when future Distributable Cash Flow amounts allow for it and are expected to be sustained. ATLS’ determination of quarterly cash distributions and its resulting determination of the amount of excess (shortfall) those cash distributions generate in comparison to Distributable Cash Flow are based upon its assessment of numerous factors which affect it, ARP and APL and the cash distributions it receives from these subsidiaries, including but not limited to future commodity price and interest rate movements, variability of operating asset performance, weather effects, and financial leverage. ATLS also considers its historical trailing four quarters of excess or shortfalls and future forecasted excess or shortfalls that its cash distributions generate in comparison to Distributable Cash Flow due to the variability of its Distributable Cash Flow generated each quarter, which could cause it to have more or less excess (shortfalls) generated from quarter to quarter.
 
 

ATLAS ENERGY, L.P.

CAPITALIZATION INFORMATION

(unaudited; in thousands)
 
 
December 31, 2013
Atlas   Atlas   Atlas  
Energy Resource Pipeline Consolidated
Total debt $ 239,400 $ 942,334 $ 1,707,310 $ 2,889,044
Less: Cash   (16,759 )   (1,828 )   (4,914 )   (23,501 )
Total net debt 222,641 940,506 1,702,396 2,865,543
 
Partners’ capital   371,849     1,067,291     2,259,905    

3,222,876(1)

 

 
Total capitalization $ 594,490   $ 2,007,797   $ 3,962,301   $ 6,088,419  
 
Ratio of net debt to capitalization 0.37x
     

(1) Net of eliminated amounts.

 
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(2)

 

 
Total capitalization $ 464,676   $ 1,190,243   $ 2,782,928   $ 3,983,411  
 
Ratio of net debt to capitalization 0.00x
     

(2) Net of eliminated amounts.

             

ATLAS ENERGY, L.P.

Hedge Position Summary – Directly-Held E&P Assets

(as of February 28, 2014)

 
 
 

Natural Gas

 

Fixed Price Swaps

Average
Production Period Fixed Price Volumes
Ended December 31, (per mmbtu)(a) (mmbtus)(a)
2014 $ 4.18 2,760,000
2015 $ 4.30 2,280,000
2016 $ 4.43 1,440,000
2017 $ 4.59 1,200,000
2018 $ 4.80 420,000

______________________________________

  (a) “mmbtu” represents million metric British thermal units.
 
         
ATLAS ENERGY, L.P.
CONSOLIDATING STATEMENTS OF OPERATIONS

(unaudited; in thousands)

 

Three Months Ended December 31, 2013

 
Atlas Atlas Atlas
Energy Resource Pipeline Eliminations Consolidated
Revenues:
Gas and oil production $ 4,423 $ 93,293 $ $ $ 97,716
Well construction and completion 75,590 75,590
Gathering and processing 4,037 596,768 (81 ) 600,724
Administration and oversight 3,354 3,354
Well services 4,789 4,789
Loss on mark-to-market derivatives (19,271 ) (19,271 )
Other, net   385     133     (1,791 )       (1,273 )
Total revenues   4,808     181,196     575,706     (81 )   761,629  
 
Costs and expenses:
Gas and oil production 1,774 33,567 35,341
Well construction and completion 65,730 65,730
Gathering and processing 4,245 500,154 (81 ) 504,318
Well services 2,506 2,506
General and administrative 10,189 14,296 17,045 41,530
Depreciation, depletion and amortization

1,822

51,702

40,696

94,220

Asset impairment       38,014     43,866         81,880  
Total costs and expenses   13,785     210,060     601,761     (81 )   825,525  
 
Operating income (loss) (8,977 ) (28,864 ) (26,055 ) (63,896 )
 
Gain on asset sales and disposal 1,048 1,048
Interest expense (4,525 ) (12,179 ) (24,023 ) (40,727 )
Loss on early extinguishment of debt                    
 
Net loss before tax (13,502 ) (39,995 ) (50,078 ) (103,575 )
Income tax benefit           1,406         1,406  
Net loss (13,502 ) (39,995 ) (48,672 ) (102,169 )
(Income) loss attributable to non-controlling interests  

   

   

(2,282

)

 

77,451

   

75,169

 
Net loss attributable to common limited partners

$

(13,502

)

$

(39,995

)

$

(50,954

)

$

77,451

 

$

(27,000

)

 
         
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 )
 
Net loss before tax (6,102 ) (18,908 ) (6,731 ) (31,741 )
Income tax expense           (176 )       (176 )
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)

 

Year Ended December 31, 2013

 
Atlas Atlas Atlas
Energy Resource Pipeline Eliminations Consolidated
Revenues:
Gas and oil production $ 7,123 $ 266,783 $ $ $ 273,906
Well construction and completion 167,883 167,883
Gathering and processing 15,676 2,124,321 (303 ) 2,139,694
Administration and oversight 12,277 12,277
Well services 19,492 19,492
Loss on mark-to-market derivatives (28,764 ) (28,764 )
Other, net   927     (14,456 )   6,556         (6,973 )
Total revenues   8,050     467,655     2,102,113     (303 )   2,577,515  
 
Costs and expenses:
Gas and oil production 2,941 97,237 100,178
Well construction and completion 145,985 145,985
Gathering and processing 18,012 1,784,909 (303 ) 1,802,618
Well services 9,515 9,515
General and administrative 39,052 78,063 80,861 197,976

Depreciation, depletion and amortization

3,153

136,763

168,617

308,533

Asset impairment       38,014     43,866         81,880  
Total costs and expenses   45,146     523,589     2,078,253     (303 )   2,646,685  
 
Operating income (loss) (37,096 ) (55,934 ) 23,860 (69,170 )
 
Loss on asset sales and disposal (987 ) (1,519 ) (2,506 )
Interest expense (8,620 ) (34,324 ) (89,637 ) (132,581 )
Loss on early extinguishment of debt           (26,601 )       (26,601 )
 
Net loss before tax (45,716 ) (91,245 ) (93,897 ) (230,858 )
Income tax benefit           2,260         2,260  
Net loss (45,716 ) (91,245 ) (91,637 ) (228,598 )
(Income) loss attributable to non-controlling interests  

   

   

(6,975

)

 

160,206

   

153,231

 
Net loss attributable to common limited partners

$

(45,716

)

$

(91,245

)

$

(98,612

)

$

160,206

 

$

(75,367

)

 
         
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 )
 
Net income (loss) 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.

CONDENSED CONSOLIDATING BALANCE SHEETS

(unaudited; in thousands)

December 31, 2013

 
Atlas Atlas Atlas
ASSETS Energy Resource Pipeline Eliminations Consolidated
Current assets:
Cash and cash equivalents $ 16,759 $ 1,828 $ 4,914 $ $ 23,501
Accounts receivable 1,345 58,822 219,297 279,464

Receivable from (advances from) affiliates

29,654

(26,742

)

(2,912

)

Current portion of derivative asset 1 1,891 174 2,066
Subscriptions receivable 47,692 47,692
Prepaid expenses and other   122   10,097     17,393         27,612
Total current assets 47,881 93,588 238,866 380,335
 
Property, plant and equipment, net 65,865 2,120,818 2,724,192 4,910,875
Intangible assets, net 963 696,271 697,234
Investment in joint venture 248,301 248,301
Goodwill, net 31,784 368,572 400,356
Long-term derivative asset 1,514 27,084 2,270 30,868
Long-term derivative

receivable from Drilling Partnerships

863

863

Investment in subsidiaries 476,169 (476,169 )
Other assets, net   35,390   41,958     46,461         123,809
$ 626,819 $ 2,317,058   $ 4,324,933   $ (476,169 ) $ 6,792,641
 
LIABILITIES AND PARTNERS’ CAPITAL
 
Current liabilities:
Current portion of long-term debt $ 2,400 $ $ 524 $ $ 2,924
Accounts payable 882 69,346 79,051 149,279

Liabilities associated with drilling contracts

49,377

49,377

Accrued producer liabilities 152,309 152,309
Current portion of derivative liability 33 6,353 11,244 17,630

Current portion of derivative payable to Drilling Partnerships

2,676

2,676

Accrued interest 43 20,622 26,737 47,402

Accrued well drilling and completion costs

418

40,481

40,899

Accrued liabilities   9,192   28,118     47,449         84,759
Total current liabilities 12,968 216,973 317,314 547,255
 
Long-term debt, less current portion 237,000 942,334 1,706,786 2,886,120

Long-term derivative liability

67 320 387
Deferred income taxes, net 33,290 33,290
Asset retirement obligations and other 5,002 90,393 7,318 102,713
 
Partners’ Capital:
Common limited partners’ interests 361,511 1,041,592 2,200,645 (3,242,237 ) 361,511
Accumulated other comprehensive income  

10,338

 

25,699

   

   

(25,699

)

 

10,338

371,849 1,067,291 2,200,645 (3,267,936 ) 371,849
Non-controlling interests         59,260     2,791,767     2,851,027
Total partners’ capital   371,849   1,067,291     2,259,905     (476,169 )   3,222,876
$ 626,819 $ 2,317,058   $ 4,324,933   $ (476,169 ) $ 6,792,641
 
         

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

Intangible assets, net

1,320

199,360 200,680
Long-term derivative asset 8,898 7,942 16,840
Goodwill, net

31,784

319,285 351,069
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.
Ownership Interests Summary
 
Overall
Ownership

 

Interest

Atlas Energy Ownership Interests as of December 31, 2013:

Amount

Percentage
 
ATLAS RESOURCE:
General partner interest 100% 2.0 %
Common units 20,962,485 31.3 %
Preferred units 3,749,986 5.6 %
Incentive distribution rights 100% N/A  
Total Atlas Energy ownership interests in Atlas Resource 38.9 %
 
DEVELOPMENT SUBSIDIARY:
General partner interest 83.1% 2.0 %
Common units 200,010 18.3 %
Incentive distribution rights 83.1% N/A  

Total Atlas Energy ownership interests in Development Subsidiary

20.3 %
 
ATLAS PIPELINE:
General partner interest 100% 2.0 %
Common units 5,754,253 6.1 %
Incentive distribution rights 100% N/A  

Total Atlas Energy ownership interests in Atlas Pipeline

8.1 %
 

LIGHTFOOT CAPITAL PARTNERS, GP LLC:

Approximate general partner ownership interest 15.9 %
Approximate limited partner ownership interest 12.0 %
 

Contacts

Atlas Energy, L.P.
Brian J. Begley
Vice President - Investor Relations
877-280-2857
215-405-2718 (fax)

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Contacts

Atlas Energy, L.P.
Brian J. Begley
Vice President - Investor Relations
877-280-2857
215-405-2718 (fax)