Quantcast

Atlas Energy, L.P. Reports Operating and Financial Results for the Second Quarter 2014

August 7, 2014

PITTSBURGH, Aug. 7, 2014 /PRNewswire/ –

    --  Increased its cash distribution to $0.49 per unit for the second quarter
        2014, an 11% increase over the prior year second quarter
    --  Atlas Resource Partners, L.P. (ARP), generated record net daily
        production of approximately 261.3 million cubic feet equivalents per day
        for the second quarter 2014, a 6% increase over the first quarter 2014
    --  ARP organically grew its oil production 33% in the second quarter to
        approximately 2,100 barrels per day, exclusive of production from ARP's
        recent acquisitions
    --  Atlas Pipeline Partners, L.P. (APL), reported record processed gas
        volumes of approximately 1.5 billion cubic feet per day (Bcfd) in the
        second quarter
    --  APL recently expanded processing capacity by over 20% in the past three
        months with new plants in its SouthOk and SouthTX regions
    --  Second quarter 2014 financial and operational results will be discussed
        on a conference call at 9AM ET on Friday, August 8(th)

Atlas Energy, L.P. (NYSE: ATLS) (“Atlas Energy” or “ATLS”) today reported operating and financial results for the second quarter 2014.

Edward E. Cohen, Chief Executive Officer of ATLS, stated, “We are pleased with this quarter’s results at ATLS, which are attributable to both of our subsidiaries, Atlas Pipeline and Atlas Resource. As the only general partner MLP with income from both midstream and upstream assets, we expect to benefit from further growth in cash flow, including incentive distribution rights, from our subsidiaries this year and beyond.”

* * *

Cash Distributions

    --  ATLS declared a cash distribution of $0.49 per limited partner unit for
        the second quarter 2014, which represents a $0.05 per unit, or  an 11%,
        increase over the prior year second quarter. The second quarter 2014
        ATLS distribution will be paid on August 19, 2014 to holders of record
        as of August 6, 2014.
    --  Atlas Resource Partners, L.P. (NYSE: ARP), Atlas Energy's E&P
        subsidiary, paid monthly cash distributions totaling $0.583 per limited
        partner unit for the second quarter 2014, an approximate 8% increase
        over the prior year second quarter distribution. The most recent ARP
        monthly distribution of $0.1966 per unit ($2.36 per unit on an annual
        basis) for June 2014 will be paid on August 14, 2014 to holders of
        record as of August 6, 2014. ATLS will receive approximately $18.3
        million of cash distributions from ARP's second quarter 2014
        distribution.
    --  Atlas Pipeline Partners, L.P. (NYSE: APL), Atlas Energy's midstream
        subsidiary, declared a cash distribution for the second quarter 2014 of
        $0.63 per unit, a 2% increase from APL's prior year quarter.  This
        distribution will be paid on August 14, 2014 to holders of record as of
        August 7, 2014.  ATLS will receive approximately $10.7 million of cash
        distributions based upon APL's second quarter 2014 distribution.

Recent Events

Atlas Resource’s issuance of an additional $100 million 7.75% Senior Notes due 2021

On June 2, 2014, ARP closed its offering of an additional $100 million of its 7.75% Senior Notes due 2021 in a private placement transaction issued at 99.5% of par. ARP used the net proceeds from this offering to fund a portion of its previously announced acquisition of oil assets in the Rangely Field in northwest Colorado. The senior notes are subject to a registration rights agreement entered in connection with the transaction, which requires ARP, among other things, to file a registration statement with the SEC and exchange the privately placed notes for registered notes by certain dates.

ARP’s Second Quarter 2014 Highlights

    --  Average net daily production for the second quarter 2014 was 261.3
        million cubic feet equivalents per day ("Mmcfed"), an increase of almost
        100% from the prior year comparable quarter and approximately 6% from
        the first quarter 2014. The second quarter 2014 volumes included a 515
        barrel per day ("bpd"), or 33%, increase in crude oil volumes from the
        first quarter 2014 and a 268 bpd increase, or 8%, in natural gas liquids
        ("NGL") volumes from the first quarter 2014, due to higher oil and NGL
        volumes in the Marble Falls and the Mississippi Lime. Pro forma for the
        acquired Rangely Field production in Colorado, oil production for the
        full quarter was approximately 4,600 bpd. The sequential increase in
        total production was due to the acquisition of producing assets from
        GeoMet on May 12, 2014, which generated 11.3 million cubic feet per day
        ("Mmcfd") for the full quarter (20.5 Mmcfd from the date of
        acquisition), while the increase in crude oil and NGL volumes was due to
        additional wells connected during the current quarter in ARP's Marble
        Falls and Mississippi Lime regions. The increase in net production from
        the second quarter 2013 was due primarily to the acquisition of
        producing assets from GeoMet in May 2014 and EP Energy in July 2013,
        which are located in the Raton Basin (New Mexico), Black Warrior Basin
        (Alabama) and County Line region (Wyoming).

ATLS owns 100% of the general partner Class A units and the incentive distribution rights, and a 28% 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 first quarter 2014 earnings release for additional details on its financial results.

APL’s Second Quarter 2014 Highlights

During the second quarter 2014, APL’s processed volumes on its gathering and processing systems in the Mid Continent region, primarily in Texas and Oklahoma, were over 1.5 billion cubic feet per day (“Bcfd”), approximately 20% higher than the prior year comparable quarter’s volumes. APL processed 123,000 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 5.8% 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 first quarter 2014 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 August 7, 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 $2.3 million for the second quarter 2014, a decrease
        of $1.6 million from the first quarter 2014 and $0.3 million higher than
        the prior year comparable quarter. The sequential decrease in expense
        was due primarily to the seasonality of certain public company costs,
        which are weighted more heavily to the early portion of the year. 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 $4.0 million for the second quarter 2014, consistent with the first
        quarter 2014 and $2.6 million higher than the prior year comparable
        quarter. The increase from the prior year was due primarily to 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 June 30, 2014, ATLS had approximately $238 million
        of total debt, with no borrowings outstanding under its $50 million
        revolving credit facility, and a cash position of approximately $13
        million.

* * *

Interested parties are invited to access the live webcast of an investor call with management regarding Atlas Energy, L.P.’s second quarter 2014 results on Friday, August 8, 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 August 8, 2014 by dialing 855-859-2056, passcode: 74103318.

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 28% 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 13,800 producing natural gas and oil wells, located primarily in Appalachia, the Barnett Shale (TX), the Mississippi Lime (OK), the Raton Basin (NM), Black Warrior Basin (AL) and the Rangely Field in Colorado. ARP is also the largest sponsor of natural gas and oil investment partnerships in the U.S. For more information, please visit our website at www.atlasresourcepartners.com, or contact Investor Relations at InvestorRelations@atlasenergy.com.

Atlas Pipeline Partners, L.P. (NYSE: APL) is active in the gathering and processing segments of the midstream natural gas industry. In Oklahoma, southern Kansas, Texas, and Tennessee, APL owns and operates 15 active gas processing plants, 18 gas treating facilities, as well as approximately 11,200 miles of active intrastate gas gathering pipeline. 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 and ATLS’ and its subsidiaries’ acquisitions; 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                               Six Months Ended

                                                                                                                        June 30,                                        June 30,
                                                                                                                      --------                                     --------

    Revenues:                                                                                                            2014                          2013                           2014                                                 2013
                                                                                                                         ----                          ----                           ----                                                 ----

          Gas and oil production                                                                                     $110,694                       $47,094                       $211,519                                              $93,158

          Well construction and completion                                                                             16,336                        24,851                         65,713                                               81,329

          Gathering and processing                                                                                    721,259                       535,922                      1,432,239                                              956,009

          Administration and oversight                                                                                  4,166                         3,391                          5,895                                                4,476

          Well services                                                                                                 6,365                         4,864                         11,844                                                9,680

          Gain (Loss) on mark-to-market derivatives(1)                                                                (6,367)                       27,107                       (15,038)                                              15,024

    Other, net                                                                                                          (564)                          566                             17                                                6,221
                                                                                                                         ----                           ---                            ---                                                -----

              Total revenues                                                                                          851,889                       643,795                      1,712,189                                            1,165,897
                                                                                                                      -------                       -------                      ---------                                            ---------

    Costs and expenses:

          Gas and oil production                                                                                       43,828                        19,035                         82,586                                               34,251

          Well construction and completion                                                                             14,206                        21,609                         57,142                                               70,721

          Gathering and processing                                                                                    612,050                       453,868                      1,217,004                                              805,609

          Well services                                                                                                 2,426                         2,305                          4,908                                                4,623

          General and administrative                                                                                   55,976                        53,874                        104,416                                               94,532

    Depreciation, depletion and amortization                                                                          109,626                        68,580                        210,904                                              120,246

              Total costs and expenses                                                                                838,112                       619,271                      1,676,960                                            1,129,982
                                                                                                                      -------                       -------                      ---------                                            ---------

    Operating income                                                                                                   13,777                        24,524                         35,229                                               35,915

    Gain (loss) on asset sales and disposal                                                                            48,477                       (2,191)                        46,874                                              (2,893)

    Interest expense                                                                                                 (40,819)                     (27,531)                      (82,133)                                            (53,341)

    Loss on early extinguishment of debt                                                                                    -                         (19)                             -                                            (26,601)

    Net income (loss) before tax                                                                                       21,435                       (5,217)                          (30)                                            (46,920)

    Income tax benefit                                                                                                    498                            28                            896                                                   37
                                                                                                                          ---                           ---                            ---                                                  ---

    Net income (loss)                                                                                                  21,933                       (5,189)                           866                                             (46,883)

    Loss (income) attributable to non-controlling interests                                                          (31,956)                      (3,058)                      (24,814)                                              26,040
                                                                                                                      -------                        ------                        -------                                               ------

    Net loss attributable to common limited                                                                         $(10,023)                                                  $(23,948)                                           $(20,843)

           partners                                                                                                             $(8,247)

    Net loss attributable to common limited partners per unit:

    Basic and Diluted                                                                                                 $(0.19)                      $(0.16)                       $(0.46)                                             $(0.41)

    Weighted average common limited partner units outstanding:

    Basic and Diluted                                                                                                  51,886                        51,380                         51,689                                               51,375

    (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)

                                                       June 30,            December 31,

    ASSETS                                                            2014                   2013
                                                                      ----                   ----

    Current assets:

          Cash and cash equivalents                                $21,052                $23,501

          Accounts receivable                                      345,353                279,464

          Current portion of derivative
           asset                                                       255                  2,066

          Subscriptions receivable                                  16,336                 47,692

          Prepaid expenses and other                                47,950                 27,612

              Total current assets                                 430,946                380,335

    Property, plant and equipment,
     net                                                         5,726,842              4,910,875

    Intangible assets, net                                         634,913                697,234

    Investment in joint ventures                                   179,054                248,301

    Goodwill, net                                                  397,547                400,356

    Long-term derivative asset                                       4,632                 30,868

    Other assets, net                                              131,684                124,672

                                                                $7,505,618             $6,792,641
                                                                ==========             ==========

    LIABILITIES AND PARTNERS'
     CAPITAL

    Current liabilities:

          Current portion of long-term
           debt                                                     $2,720                 $2,924

          Accounts payable                                         227,697                149,279

          Liabilities associated with
           drilling contracts                                            -                49,377

          Accrued producer liabilities                             179,843                152,309

          Current portion of derivative
           liability                                                31,816                 17,630

          Accrued interest                                          48,983                 47,402

          Accrued well drilling and
           completion costs                                         73,582                 40,899

          Accrued liabilities                                       95,025                 87,435

              Total current liabilities                            659,666                547,255

    Long-term debt, less current
     portion                                                     3,094,092              2,886,120

    Deferred income taxes, net                                      32,394                 33,290

    Asset retirement obligations
     and other                                                     116,209                103,100

    Commitments and contingencies

    Partners' Capital:

          Common limited partners'
           interests                                               346,103                361,511

          Accumulated other comprehensive
           income (loss)                                           (3,317)                10,338
                                                                    ------                 ------

                                                                   342,786                371,849

          Non-controlling interests                              3,260,471              2,851,027
                                                                 ---------              ---------

    Total partners' capital                                      3,603,257              3,222,876
                                                                 ---------              ---------

                                                                $7,505,618             $6,792,641
                                                                ==========             ==========


                                                                              ATLAS ENERGY, L.P.

                                                                      Financial and Operating Highlights

                                                                                 (unaudited)

                                                                                            Three Months Ended                    Six Months Ended

                                                                                                 June 30,                             June 30,
                                                                                               --------                          --------

                                                                                               2014                         2013                      2014               2013
                                                                                               ----                         ----                      ----               ----

    Net loss attributable to common limited partners per unit - basic                       $(0.19)                     $(0.16)                  $(0.46)           $(0.41)

    Cash distributions paid per unit(1)                                                       $0.49                        $0.44                     $0.95              $0.75

    Production volume: (2)(3)

      ATLAS ENERGY:

    Natural gas (Mcfd)                                                                       12,630                            -                   12,069                  -

    Oil (Bpd)                                                                                   200                            -                      125                  -

    Natural gas liquids (Bpd)                                                                   118                            -                       75                  -
                                                                                                ---                          ---                      ---                ---

    Total (Mcfed)                                                                            14,538                            -                   13,272                  -
                                                                                             ------                          ---                   ------                ---

      ATLAS RESOURCES:

    Natural gas (Mcfd)                                                                      226,684                      105,638                   221,714            106,442

    Oil (Bpd)                                                                                 2,084                        1,281                     1,827              1,191

    Natural gas liquids (Bpd)                                                                 3,689                        3,386                     3,556              3,292
                                                                                              -----                        -----                     -----              -----

    Total (Mcfed)                                                                           261,323                      133,641                   254,016            133,341
                                                                                            -------                      -------                   -------            -------

      TOTAL:

    Natural gas (Mcfd)                                                                      239,314                      105,638                   233,783            106,442

    Oil (Bpd)                                                                                 2,284                        1,281                     1,953              1,191

    Natural gas liquids (Bpd)                                                                 3,808                        3,386                     3,631              3,292
                                                                                              -----                        -----                     -----              -----

    Total (Mcfed)                                                                           275,861                      133,641                   267,288            133,341

    Average sales prices:(3)

      ATLAS ENERGY:

    Natural gas (per Mcf) (4)                                                                 $3.96            $               -                    $3.97  $               -

    Oil (per Bbl)                                                                            $96.53            $               -                   $93.77  $               -

    Natural gas liquids (per gallon)                                                          $0.74            $               -                    $0.73  $               -

      ATLAS RESOURCES:

    Natural gas (per Mcf) (4)                                                                 $3.78                        $3.31                     $3.92              $3.32

    Oil (per Bbl)(5)                                                                         $90.66                       $90.90                    $89.12             $89.97

    Natural gas liquids (per gallon) (6)                                                      $0.66                        $0.63                     $0.70              $0.65

      TOTAL:

    Natural gas (per Mcf) (4)                                                                 $3.79                        $3.31                     $3.92              $3.32

    Oil (per Bbl)(5)                                                                         $91.18                       $90.90                    $89.42             $89.97

    Natural gas liquids (per gallon) (6)                                                      $0.66                        $0.63                     $0.70              $0.65

    Production costs:(3)(7)

      ATLAS ENERGY:

    Lease operating expenses per Mcfe                                                         $1.12            $               -                    $1.08  $               -

    Production taxes per Mcfe                                                                  0.32                            -                     0.30                  -

    Transportation and compression expenses per Mcfe                                           0.13                            -                     0.30                  -

    Total production costs per Mcfe                                                           $1.56             $              -                    $1.68   $              -
                                                                                              -----             ----------------                    -----   ----------------

      ATLAS RESOURCES:

    Lease operating expenses per Mcfe                                                         $1.24                        $1.21                     $1.21              $1.09

    Production taxes per Mcfe                                                                  0.24                         0.23                      0.26               0.23

    Transportation and compression expenses per Mcfe                                           0.27                         0.24                      0.28               0.20
                                                                                               ----                         ----                      ----               ----

    Total production costs per Mcfe                                                           $1.76                        $1.68                     $1.74              $1.51
                                                                                              -----                        -----                     -----              -----

      TOTAL:

    Lease operating expenses per Mcfe                                                         $1.23                        $1.21                     $1.20              $1.09

    Production taxes per Mcfe                                                                  0.25                         0.23                      0.26               0.23

    Transportation and compression expenses per Mcfe                                           0.26                         0.24                      0.28               0.20
                                                                                               ----                         ----                      ----               ----

    Total production costs per Mcfe                                                           $1.74                        $1.68                     $1.74              $1.51
                                                                                              =====                        =====                     =====              =====

    ATLAS PIPELINE:

    Production volume:(3)

    Gathered gas volume (Mcfd)                                                            1,604,351                    1,432,818                 1,545,769          1,371,537

    Processed gas volume (Mcfd)                                                           1,502,985                    1,253,158                 1,445,844          1,203,953

    Residue gas volume (Mcfd)                                                             1,289,080                    1,090,703                 1,227,679          1,052,202

    NGL volume (Bpd)                                                                        122,992                      118,966                   118,230            108,731

    Condensate volume (Bpd)                                                                   5,395                        4,543                     4,852              4,090

    Average sales prices:(3)

    Natural gas (per Mcf)                                                                     $4.19                        $3.82                     $4.45              $3.59

    Condensate (per Bbl)                                                                     $95.78                       $89.15                    $92.74             $88.09

    Natural gas liquids (per gallon)                                                          $0.98                        $0.84                     $1.02              $0.84


             (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)    ATLS' average sales price for
                     natural gas before the effects of
                     financial hedging was $4.25 per
                     Mcf and $4.36 per Mcf for the
                     three and six months ended June
                     30, 2014; ARP's average sales
                     prices for natural gas before the
                     effects of financial hedging were
                     $4.13 per Mcf and $3.47 per Mcf
                     for the three months ended June
                     30, 2014 and 2013, respectively,
                     and $4.40 per Mcf and $3.18 per
                     Mcf for the six months ended June
                     30, 2014 and 2013, respectively.
                     Total average sales prices for
                     natural gas before the effects of
                     financial hedging were $4.13 per
                     Mcf and $3.47 per Mcf for the
                     three months ended June 30, 2014
                     and 2013, respectively, and $4.39
                     per Mcf and $3.18 per Mcf for the
                     six months ended June 30, 2014 and
                     2013, respectively. ARP's amounts
                     exclude the impact of
                     subordination of ARP's production
                     revenues to investor partners
                     within its investor partnerships.
                     Including the effects of this
                     subordination, ARP's average
                     natural gas sales prices were
                     $3.76 per Mcf ($4.11 per Mcf
                     before the effects of financial
                     hedging) and $2.95 per Mcf ($3.10
                     per Mcf before the effects of
                     financial hedging) for the three
                     months ended June 30, 2014 and
                     2013, respectively, and $3.78 per
                     Mcf ($4.26 per Mcf before the
                     effects of financial hedging) and
                     $2.98 per Mcf ($2.85 per Mcf
                     before the effects of financial
                     hedging) for the six months ended
                     June 30, 2014 and 2013,
                     respectively.  Including the
                     effect of this subordination,
                     total average realized gas sales
                     price was $3.77 per Mcf ($4.12 per
                     Mcf before the effects of
                     financial hedging) and $2.95 per
                     Mcf ($3.10 per Mcf before the
                     effects of financial hedging) for
                     the three months ended June 30,
                     2014 and 2013, respectively, and
                     $3.79 per Mcf ($4.26 per Mcf
                     before the effects of financial
                     hedging) and $2.98 per Mcf ($2.85
                     per Mcf before the effects of
                     financial hedging) for the six
                     months ended June 30, 2014 and
                     2013, respectively.

             (5)    ARP's average sales prices for oil
                     before the effects of financial
                     hedging were $98.95 per barrel and
                     $92.33 per barrel for the three
                     months ended June 30, 2014 and
                     2013, respectively, and $96.49 per
                     barrel and $91.63 per barrel for
                     the six months ended June 30, 2014
                     and 2013, respectively. Total
                     average sales prices for oil
                     before the effects of financial
                     hedging were $98.74 per barrel and
                     $92.33 per barrel for the three
                     months ended June 30, 2014 and
                     2013, respectively, and $96.32 per
                     barrel and $91.63 per barrel for
                     the six months ended June 30, 2014
                     and 2013, respectively.

             (6)    ARP and total average sales prices
                     for natural gas liquids before the
                     effects of financial hedging were
                     $0.69 per gallon and $0.63 per
                     gallon for the three months ended
                     June 30, 2014 and 2013,
                     respectively; ARP and total
                     average sales prices for natural
                     gas liquids before the effects of
                     financial hedging were $0.77 per
                     gallon and $0.66 per gallon for
                     the six months ended June 30, 2014
                     and 2013, respectively.

             (7)    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, ARP's
                     lease operating expenses per Mcfe
                     were $1.24 per Mcfe ($1.76 per
                     Mcfe for total production costs)
                     and $1.10 per Mcfe ($1.57 per Mcfe
                     for total production costs) for
                     the three months ended June 30,
                     2014 and 2013, respectively, and
                     $1.17 per Mcfe ($1.71 per Mcfe for
                     total production costs) and $1.00
                     per Mcfe ($1.42 per Mcfe for total
                     production costs) for the six
                     months ended June 30, 2014 and
                     2013, respectively. Including the
                     effects of these costs, total
                     lease operating expenses per Mcfe
                     were $1.24 per Mcfe ($1.75 per
                     Mcfe for total production costs)
                     and $1.10 per Mcfe ($1.57 per Mcfe
                     for total production costs) for
                     the three months ended June 30,
                     2014 and 2013, respectively, and
                     $1.17 per Mcfe ($1.71 per Mcfe for
                     total production costs) and $1.00
                     per Mcfe ($1.42 per Mcfe for total
                     production costs) for the six
                     months ended June 30, 2014 and
                     2013, respectively.




                                                                                                                     ATLAS ENERGY, L.P.

                                                                                                                    Financial Information

                                                                                                      (unaudited; in thousands except per unit amounts)

                                                                                                                                                                          Three Months Ended           Six Months Ended

                                                                                                                                                                               June 30,                    June 30,
                                                                                                                                                                             --------                 --------

    Reconciliation of net income (loss) to non-GAAP measures(1):                                                                                                                2014             2013                    2014       2013
                                                                                                                                                                                ----             ----                    ----       ----

    Net income (loss)                                                                                                                                                        $21,933         $(5,189)                   $866  $(46,883)

    Atlas Resource net loss attributable to ATLS common limited partners

                                                                                                                                                                               3,186            3,111                   4,884      6,449

    Atlas Resource cash distributions earned by ATLS(2)                                                                                                                       18,347           13,204                  35,844     24,841

    Atlas Pipeline net (income) loss attributable to ATLS common limited partners

                                                                                                                                                                             (8,231)         (3,968)               (11,228)   (3,535)

    Atlas Pipeline cash distributions earned by ATLS(2)                                                                                                                       10,677            9,443                  20,340     16,815

    Development Subsidiary net loss attributable to ATLS common limited partners

                                                                                                                                                                                 368            1,157                     801      1,157

    Development Subsidiary cash distributions earned by ATLS(2)                                                                                                                   43                -                     82          -

    Non-recurring spinoff and acquisition costs                                                                                                                                    -               -                     77          -

    Amortization of deferred finance costs                                                                                                                                       495               87                     990        146

    Depreciation, depletion and amortization                                                                                                                                   1,679                -                  3,261          -

    Non-cash stock compensation expense                                                                                                                                        9,622            5,578                  16,987     11,354

    Maintenance capital expenditures(3)                                                                                                                                        (300)               -                  (600)         -

    Gain on asset sales and disposal                                                                                                                                             (3)               -                    (3)         -

    Amortization of premiums paid on swaption derivative contracts associated with asset acquisition(4)

                                                                                                                                                                                   -             227                       -       227

    Other non-cash adjustments                                                                                                                                                 (210)             417                   (111)       249

    Loss (income) attributable to non-controlling interests                                                                                                                 (31,956)         (3,058)               (24,814)    26,040

    Distributable Cash Flow(1)                                                                                                                                               $25,650          $21,009                 $47,376    $36,860
                                                                                                                                                                             =======          =======                 =======    =======

    Supplemental Adjusted EBITDA and Distributable Cash Flow Summary:

    Atlas Resource Cash Distributions Earned(2):

    Limited Partner Units                                                                                                                                                    $14,412          $11,320                 $28,745    $22,011

    Class A Units (2%)                                                                                                                                                        1,060              697                   1,929      1,195

    Incentive Distribution Rights                                                                                                                                              2,875            1,187                   5,170      1,635
                                                                                                                                                                               -----            -----                   -----      -----

    Total Atlas Resource Cash Distributions Earned(2)                                                                                                                         18,347           13,204                  35,844     24,841
                                                                                                                                                                              ------           ------                  ------     ------

    per limited partner unit                                                                                                                                                  $0.583           $0.540                  $1.163     $1.050

    Atlas Pipeline Cash Distributions Earned(2):

    Limited Partner Units                                                                                                                                                      3,625            3,568                   7,193      6,963

    General Partner 2% Interest                                                                                                                                                1,169            1,074                   2,296      2,055

    Incentive Distribution Rights                                                                                                                                              5,883            4,801                  10,851      7,797
                                                                                                                                                                               -----            -----                  ------      -----

    Total Atlas Pipeline Cash Distributions Earned(2)                                                                                                                         10,677            9,443                  20,340     16,815
                                                                                                                                                                              ------            -----                  ------     ------

    per limited partner unit                                                                                                                                                  $0.630           $0.620                  $1.250     $1.200

    Development Subsidiary Cash Distributions Earned(2)                                                                                                                           43                -                     82          -

    Total Cash Distributions Earned                                                                                                                                           29,067           22,647                  56,266     41,656

    Production Margin                                                                                                                                                          2,821                -                  5,100          -

    Cash general and administrative expenses(5)                                                                                                                              (2,341)         (2,006)                (6,265)   (4,993)

    Other, net                                                                                                                                                                   405              723                     845        728
                                                                                                                                                                                 ---              ---                     ---        ---

    Adjusted EBITDA(1)                                                                                                                                                        29,952           21,364                  55,946     37,391

    Cash interest expense(6)                                                                                                                                                 (4,002)           (355)                (7,970)     (531)

    Maintenance capital expenditures(3)                                                                                                                                        (300)               -                  (600)         -

    Distributable Cash Flow(1)                                                                                                                                               $25,650          $21,009                 $47,376    $36,860
                                                                                                                                                                             =======          =======                 =======    =======

    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(7)

                                                                                                                                                                                   -           1,470                       -     1,470
                                                                                                                                                                                 ---           -----                     ---     -----

    Distributable Cash Flow with discretionary adjustments by the Board of Directors of the General Partner(8)

                                                                                                                                                                             $25,650          $22,479                 $47,376    $38,330
                                                                                                                                                                             =======          =======                 =======    =======

    Distributions Paid(9)                                                                                                                                                    $25,435          $22,609                 $49,299    $38,535

    per limited partner unit                                                                                                                                                   $0.49            $0.44                   $0.95      $0.75

    Surplus (Shortfall) of distributable cash flow with discretionary adjustments by the Board of Directors of the General Partner after distributions to unitholders(10)

                                                                                                                                                                                $215           $(130)               $(1,923)    $(205)

    Error occurred while generating ASCII Content for table


                                                                    ATLAS ENERGY, L.P.

                                                                CAPITALIZATION INFORMATION

                                                                (unaudited; in thousands)

                                           June 30, 2014
                                           -------------

                                         Atlas                                             Atlas               Atlas

                                        Energy                                            Resource            Pipeline            Consolidated
                                        ------                                            --------            --------            ------------

    Total debt                                         $238,200                                    $1,203,973          $1,654,639                $3,096,812

    Less:  Cash                                        (12,985)                                      (3,993)            (4,074)                 (21,052)

    Total net debt                                      225,215                                     1,199,980           1,650,565                 3,075,760

    Partners' capital                                   342,786                                     1,300,476           2,399,540              3,603,257(1)
                                                        -------                                     ---------           ---------               -----------

    Total capitalization                               $568,001                                    $2,500,456          $4,050,105                $6,679,017
                                                       ========                                    ==========          ==========                ==========

    Ratio of net debt to capitalization                   0.40x

    (1) Net of eliminated amounts.




                                         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(2)
                                                        -------           ---------           ---------               -----------

    Total capitalization                               $594,490          $2,007,797          $3,962,301                $6,088,419
                                                       ========          ==========          ==========                ==========

    Ratio of net debt to capitalization                   0.37x

    (2) Net of eliminated amounts.


                                                      ATLAS ENERGY, L.P.

                                       Hedge Position Summary - Directly-Held E&P Assets

                                                    (as of August 7, 2014)

    Natural Gas
    -----------

                 Fixed Price Swaps
                 -----------------

                                                                         Average

                 Production Period                                       Fixed Price              Volumes

                Ended December 31,                                     (per mmbtu)(a)           (mmbtus)(a)
                ------------------                                      -------------            ----------

                       2014(b)                                                           $4.18              2,070,000

                                   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.

               (b)  Reflects hedges covering the last
               six months of 2014.


                                                                                                         ATLAS ENERGY, L.P.

                                                                                               CONSOLIDATING STATEMENTS OF OPERATIONS

                                                                                                     (unaudited; in thousands)

                                                              Three Months Ended June 30, 2014
                                                              --------------------------------

                                                                     Atlas                                            Atlas                   Atlas

                                                                     Energy                                          Resource                Pipeline            Eliminations             Consolidated
                                                                     ------                                          --------                --------            ------------             ------------

    Revenues:

          Gas and oil production                                                    $6,637                                          $104,057       $           -        $              -                 $110,694

          Well construction and completion                                               -                                           16,336                   -                       -                   16,336

          Gathering and processing                                                       -                                            3,758             717,592                     (91)                  721,259

          Administration and oversight                                                   -                                            4,166                   -                       -                    4,166

          Well services                                                                  -                                            6,365                   -                       -                    6,365

          Loss on mark-to-market derivatives                                             -                                                -            (6,367)                       -                  (6,367)

    Other, net                                                                         525                                                35             (1,124)                       -                    (564)
                                                                                       ---                                               ---              ------                      ---                     ----

              Total revenues                                                         7,162                                           134,717             710,101                     (91)                  851,889
                                                                                     -----                                           -------             -------                      ---                   -------

    Costs and expenses:

          Gas and oil production                                                     2,065                                            41,763                   -                       -                   43,828

          Well construction and completion                                               -                                           14,206                   -                       -                   14,206

          Gathering and processing                                                       -                                            4,273             607,868                     (91)                  612,050

          Well services                                                                  -                                            2,426                   -                       -                    2,426

          General and administrative                                                16,245                                            21,315              18,416                        -                   55,976

    Depreciation, depletion and amortization

                                                                                     2,405                                            58,001              49,220                        -                  109,626

              Total costs and expenses                                              20,715                                           141,984             675,504                     (91)                  838,112
                                                                                    ------                                           -------             -------                      ---                   -------

    Operating income (loss)                                                       (13,553)                                          (7,267)             34,597                        -                   13,777

    Gain on asset sales and disposal                                                     3                                                 9              48,465                        -                   48,477

    Interest expense                                                               (4,497)                                         (13,263)           (23,059)                       -                 (40,819)

    Net income (loss) before tax                                                  (18,047)                                         (20,521)             60,003                        -                   21,435

    Income tax benefit                                                                   -                                                -                498                        -                      498
                                                                                       ---                                              ---                ---                      ---                      ---

    Net income (loss)                                                             (18,047)                                         (20,521)             60,501                        -                   21,933

      Income attributable to non-controlling interests                                   -                                                -            (3,965)                (27,991)                 (31,956)
                                                                                       ---                                              ---             ------                  -------                   -------

    Net income (loss) attributable to common limited partners

                                                                                 $(18,047)                                        $(20,521)            $56,536                $(27,991)                $(10,023)
                                                                                  ========                                          ========             =======                 ========                  ========


                                                                                                         ATLAS ENERGY, L.P.

                                                                                               CONSOLIDATING STATEMENTS OF OPERATIONS

                                                                                                     (unaudited; in thousands)

                                                              Three Months Ended June 30, 2013
                                                              --------------------------------

                                                                     Atlas                                             Atlas                    Atlas

                                                                    Energy                                            Resource                Pipeline            Eliminations            Consolidated
                                                                    ------                                            --------                --------            ------------            ------------

    Revenues:

          Gas and oil production                                       $                 -                                           $47,094       $           -        $             -                  $47,094

          Well construction and completion                                               -                                            24,851                   -                      -                   24,851

          Gathering and processing                                                       -                                             4,463             531,536                    (77)                  535,922

          Administration and oversight                                                   -                                             3,391                   -                      -                    3,391

          Well services                                                                  -                                             4,864                   -                      -                    4,864

          Gain on mark-to-market derivatives                                             -                                                 -             27,107                       -                   27,107

    Other, net                                                                          79                                            (1,337)              1,824                       -                      566
                                                                                       ---                                             ------               -----                     ---                      ---

              Total revenues                                                            79                                             83,326             560,467                    (77)                  643,795
                                                                                       ---                                             ------             -------                     ---                   -------

    Costs and expenses:

          Gas and oil production                                                         -                                            19,035                   -                      -                   19,035

          Well construction and completion                                               -                                            21,609                   -                      -                   21,609

          Gathering and processing                                                       -                                             4,959             448,986                    (77)                  453,868

          Well services                                                                  -                                             2,305                   -                      -                    2,305

          General and administrative                                                 8,741                                             14,217              30,916                       -                   53,874

    Depreciation, depletion and amortization                                             -                                            22,197              46,383                       -                   68,580

              Total costs and expenses                                               8,741                                             84,322             526,285                    (77)                  619,271
                                                                                     -----                                             ------             -------                     ---                   -------

    Operating income (loss)                                                        (8,662)                                             (996)             34,182                       -                   24,524

    Loss on asset sales and disposal                                                     -                                             (672)            (1,519)                      -                  (2,191)

    Interest expense                                                                 (442)                                           (4,508)           (22,581)                      -                 (27,531)

    Loss on early extinguishment of debt                                                 -                                                 -               (19)                      -                     (19)
                                                                                       ---                                               ---                ---                     ---                      ---

    Net income (loss) before tax                                                   (9,104)                                           (6,176)             10,063                       -                  (5,217)

    Income tax benefit                                                                   -                                                 -                 28                       -                       28
                                                                                       ---                                               ---                ---                     ---                      ---

    Net income (loss)                                                              (9,104)                                           (6,176)             10,091                       -                  (5,189)

      Income attributable to non-controlling interests                                   -                                                 -            (1,810)                (1,248)                  (3,058)
                                                                                       ---                                               ---             ------                  ------                    ------

    Net income (loss) attributable to common limited partners                     $(9,104)                                          $(6,176)             $8,281                $(1,248)                 $(8,247)
                                                                                   =======                                            =======              ======                 =======                   =======


                                                                                                       ATLAS ENERGY, L.P.

                                                                                             CONSOLIDATING STATEMENTS OF OPERATIONS

                                                                                                   (unaudited; in thousands)

                                                              Six Months Ended June 30, 2014
                                                              ------------------------------

                                                                    Atlas                                           Atlas                   Atlas

                                                                    Energy                                         Resource                Pipeline            Eliminations             Consolidated
                                                                    ------                                         --------                --------            ------------             ------------

    Revenues:

          Gas and oil production                                                  $11,217                                         $200,302       $           -        $              -                 $211,519

          Well construction and completion                                              -                                          65,713                   -                       -                   65,713

          Gathering and processing                                                      -                                           8,226           1,424,159                    (146)                1,432,239

          Administration and oversight                                                  -                                           5,895                   -                       -                    5,895

          Well services                                                                 -                                          11,844                   -                       -                   11,844

    Loss on mark-to-market derivatives                                                  -                                               -           (15,038)                       -                 (15,038)

    Other, net                                                                        866                                               82               (931)                       -                       17
                                                                                      ---                                              ---                ----                      ---                      ---

              Total revenues                                                       12,083                                          292,062           1,408,190                    (146)                1,712,189
                                                                                   ------                                          -------           ---------                     ----                 ---------

    Costs and expenses:

          Gas and oil production                                                    4,031                                           78,555                   -                       -                   82,586

          Well construction and completion                                              -                                          57,142                   -                       -                   57,142

          Gathering and processing                                                      -                                           8,686           1,208,464                    (146)                1,217,004

          Well services                                                                 -                                           4,908                   -                       -                    4,908

          General and administrative                                               30,290                                           37,770              36,356                        -                  104,416

    Depreciation, depletion and amortization                                        4,207                                          108,238              98,459                        -                  210,904

              Total costs and expenses                                             38,528                                          295,299           1,343,279                    (146)                1,676,960
                                                                                   ------                                          -------           ---------                     ----                 ---------

    Operating income (loss)                                                      (26,445)                                         (3,237)             64,911                        -                   35,229

    Gain (Loss) on asset sales and disposal                                             3                                          (1,594)             48,465                        -                   46,874

    Interest expense                                                              (8,960)                                        (26,451)           (46,722)                       -                 (82,133)

    Net income (loss) before tax                                                 (35,402)                                        (31,282)             66,654                        -                     (30)

    Income tax benefit                                                                  -                                               -                896                        -                      896
                                                                                      ---                                             ---                ---                      ---                      ---

    Net income (loss)                                                            (35,402)                                        (31,282)             67,550                        -                      866

      Income attributable to non-controlling interests                                  -                                               -            (6,427)                (18,387)                 (24,814)
                                                                                      ---                                             ---             ------                  -------                   -------

    Net income (loss) attributable to common limited partners

                                                                                $(35,402)                                       $(31,282)            $61,123                $(18,387)                $(23,948)
                                                                                 ========                                         ========             =======                 ========                  ========


                                                                                                       ATLAS ENERGY, L.P.

                                                                                             CONSOLIDATING STATEMENTS OF OPERATIONS

                                                                                                    (unaudited; in thousands)

                                                              Six Months Ended June 30, 2013
                                                              ------------------------------

                                                                    Atlas                                      Atlas                   Atlas

                                                                    Energy                                    Resource                Pipeline             Eliminations            Consolidated
                                                                    ------                                    --------                --------             ------------            ------------

    Revenues:

          Gas and oil production                                      $                 -                                    $93,158      $             -     $                -                  $93,158

          Well construction and completion                                              -                                     81,329                    -                      -                   81,329

          Gathering and processing                                                      -                                      8,048              948,109                   (148)                  956,009

          Administration and oversight                                                  -                                      4,476                    -                      -                    4,476

          Well services                                                                 -                                      9,680                    -                      -                    9,680

          Gain on mark-to-market derivatives                                            -                                          -              15,024                       -                   15,024

    Other, net                                                                        252                                     (1,317)               7,286                       -                    6,221
                                                                                      ---                                      ------                -----                     ---                    -----

              Total revenues                                                          252                                     195,374              970,419                   (148)                1,165,897
                                                                                      ---                                     -------              -------                    ----                 ---------

    Costs and expenses:

          Gas and oil production                                                        -                                     34,251                    -                      -                   34,251

          Well construction and completion                                              -                                     70,721                    -                      -                   70,721

          Gathering and processing                                                      -                                      9,372              796,385                   (148)                  805,609

          Well services                                                                 -                                      4,623                    -                      -                    4,623

          General and administrative                                               17,504                                      31,784               45,244                       -                   94,532

    Depreciation, depletion and amortization

                                                                                        -                                     43,405               76,841                       -                  120,246

              Total costs and expenses                                             17,504                                     194,156              918,470                   (148)                1,129,982
                                                                                   ------                                     -------              -------                    ----                 ---------

    Operating income (loss)                                                      (17,252)                                      1,218               51,949                       -                   35,915

    Loss on asset sales and disposal                                                    -                                    (1,374)             (1,519)                      -                  (2,893)

    Interest expense                                                                (677)                                   (11,397)            (41,267)                      -                 (53,341)

    Loss on early extinguishment of debt                                                -                                          -            (26,601)                      -                 (26,601)
                                                                                      ---                                        ---             -------                     ---                  -------

    Net loss before tax                                                          (17,929)                                   (11,553)            (17,438)                      -                 (46,920)

    Income tax benefit                                                                  -                                          -                  37                       -                       37
                                                                                      ---                                        ---                 ---                     ---                      ---

    Net loss                                                                     (17,929)                                   (11,553)            (17,401)                      -                 (46,883)

      (Income) loss attributable to non-controlling interests

                                                                                        -                                          -             (3,179)                 29,219                    26,040
                                                                                      ---                                        ---              ------                  ------                    ------

    Net loss attributable to common limited partners

                                                                                $(17,929)                                  $(11,553)           $(20,580)                $29,219                 $(20,843)
                                                                                 ========                                    ========             ========                 =======                  ========


                                                                                 ATLAS ENERGY, L.P.

                                                                       CONDENSED CONSOLIDATING BALANCE SHEETS

                                                                             (unaudited; in thousands)

                                                     June 30, 2014
                                                     -------------

                                                  Atlas                            Atlas                       Atlas

    ASSETS                                        Energy                         Resource                     Pipeline            Eliminations             Consolidated
                                                  ------                         --------                     --------            ------------             ------------

    Current assets:

          Cash and cash equivalents                            $12,985                            $3,993                   $4,074         $              -                 $21,052

          Accounts receivable                                   11,037                            85,419                  254,953                  (6,056)                 345,353

          Receivable from (advances from)

              affiliates                                        32,140                          (27,838)                 (4,302)                       -                       -

          Current portion of derivative asset                        -                              255                        -                       -                     255

          Subscriptions receivable                                   -                           16,336                        -                       -                  16,336

          Prepaid expenses and other                               378                            21,023                   26,549                        -                  47,950

              Total current assets                              56,540                            99,188                  281,274                  (6,056)                 430,946

    Property, plant and equipment, net                          75,956                         2,666,718                2,984,168                        -               5,726,842

    Intangible assets, net                                           -                              827                  634,086                        -                 634,913

    Investment in joint ventures                                     -                                -                 179,054                        -                 179,054

    Goodwill, net                                                    -                           31,784                  365,763                        -                 397,547

    Long-term derivative asset                                     766                             3,415                      451                        -                   4,632

    Investment in subsidiaries                                 445,601                                 -                       -               (445,601)                       -

    Other assets, net                                           30,181                            51,516                   43,931                    6,056                  131,684

                                                              $609,044                        $2,853,448               $4,488,727               $(445,601)              $7,505,618
                                                              ========                        ==========               ==========                =========               ==========

    LIABILITIES AND PARTNERS' CAPITAL

    Current liabilities:

          Current portion of long-term debt                     $2,400               $                 -                    $320         $              -                  $2,720

          Accounts payable                                       6,845                            96,778                  124,074                        -                 227,697

          Accrued producer liabilities                               -                                -                 179,843                        -                 179,843

          Current portion of derivative liability                  379                            19,983                   11,454                        -                  31,816

          Accrued interest                                          43                            22,194                   26,746                        -                  48,983

          Accrued well drilling and completion

              costs                                              3,263                            70,319                        -                       -                  73,582

          Accrued liabilities                                   11,152                            37,119                   52,810                  (6,056)                  95,025

              Total current liabilities                         24,082                           246,393                  395,247                  (6,056)                 659,666

    Long-term debt, less current portion                       235,800                         1,203,973                1,654,319                        -               3,094,092

    Deferred income taxes, net                                       -                                -                  32,394                        -                  32,394

    Asset retirement obligations and other                       6,376                           102,606                    7,227                        -                 116,209

    Partners' Capital:

          Common limited partners' interests                   346,103                         1,314,685                2,327,760              (3,642,445)                 346,103

          Accumulated other comprehensive

              loss                                             (3,317)                         (14,209)                       -                  14,209                  (3,317)
                                                                ------                           -------                      ---                  ------                   ------

                                                               342,786                         1,300,476                2,327,760              (3,628,236)                 342,786

          Non-controlling interests                                  -                                -                  71,780                3,188,691                3,260,471

              Total partners' capital                          342,786                         1,300,476                2,399,540                (439,545)               3,603,257
                                                               -------                         ---------                ---------                 --------                ---------

                                                              $609,044                        $2,853,448               $4,488,727               $(445,601)              $7,505,618
                                                              ========                        ==========               ==========                =========               ==========




                                                                                 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 ventures                                     -                              -                   248,301                        -                 248,301

    Goodwill, net                                                    -                         31,784                    368,572                        -                 400,356

    Long-term derivative asset                                   1,514                          27,084                      2,270                        -                  30,868

    Investment in subsidiaries                                 476,169                               -                         -               (476,169)                       -

    Other assets, net                                           35,390                          42,821                     46,461                        -                 124,672

                                                              $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

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

          Accrued well drilling and completion

              costs                                                418                          40,481                          -                       -                  40,899

          Accrued liabilities                                    9,192                          30,794                     47,449                        -                  87,435

              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

    Deferred income taxes, net                                       -                              -                    33,290                        -                  33,290

    Asset retirement obligations and other                       5,002                          90,460                      7,638                        -                 103,100

    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.

                                                       Ownership Interests Summary

    Atlas Energy Ownership Interests as of August 7, 2014:                               Overall

                                                                                           Ownership

                                                                                           Interest

                                                       Amount                            Percentage
    ---                                                ------                            ----------

    ATLAS RESOURCE:

          General partner interest                                                  100%                2.0%

          Common units                                                        20,962,485                23.5%

          Preferred units                                                      3,749,986                 4.2%

          Incentive distribution rights                                             100%                 N/A

                Total Atlas Energy ownership interests in Atlas Resource                             29.7%
                                                                                                      ====

    DEVELOPMENT SUBSIDIARY:

          General partner interest                                                 80.0%                2.0%

          Common units                                                           200,010                 4.0%

          Incentive distribution rights                                            80.0%                 N/A

                Total Atlas Energy ownership interests in Development                                 6.0%

    Subsidiary

    ATLAS PIPELINE:

          General partner interest                                                  100%                2.0%

          Common units                                                         5,754,253                 5.7%

          Incentive distribution rights                                             100%                 N/A

                Total Atlas Energy ownership interests in Atlas Pipeline                              7.7%
                                                                                                       ===

    LIGHTFOOT CAPITAL PARTNERS, GP LLC:

          Approximate general partner ownership interest                                             15.9%

          Approximate limited partner ownership interest                                             12.0%


    CONTACT:                                Brian J. Begley

                                             Vice President -Investor
                                             Relations

                                            Atlas Energy, L.P.

                                            (877) 280-2857

                                            (215) 405-2718 (fax)

SOURCE Atlas Energy, L.P.


Source: PR Newswire



comments powered by Disqus