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
|
%
|
|
|
|
|
|
Copyright Business Wire 2014