Atlas Pipeline Holdings, L.P. Reports Third Quarter 2009 Results

November 3, 2009 6:54 PM EST

PHILADELPHIA--(BUSINESS WIRE)-- Atlas Pipeline Holdings, L.P. (NYSE: AHD) (the "Partnership"), the parent of the general partner of Atlas Pipeline Partners, L.P. (NYSE: APL) ("APL" or "Atlas Pipeline") and its subsidiaries, today reported its results for the third quarter 2009. The Partnership, which owns the 2% general partner interest, all of the incentive distribution rights, 5.8 million common and 15,000 $1,000 par value 12% preferred limited partnership units of Atlas Pipeline, presents its financial results consolidated with those of Atlas Pipeline.

On a GAAP basis, the Partnership had a net loss attributable to common limited partners of $3.6 million for the third quarter 2009 compared with income of $34.0 million for the prior year third quarter. The decrease in net income attributable to common limited partners was primarily due to non-cash derivative gains incurred in third quarter 2008 as a result of the decline in crude oil prices, compounded by lower average commodity prices during the current period. Please see today's APL press release regarding its third quarter 2009 earnings for further information regarding its results.

Interested parties are invited to access the live webcast of an investor call with management regarding Atlas Pipeline's third quarter 2009 results on Wednesday, November 4, 2009 at 9:00 am EST by going to the home page of Atlas Pipeline's website at www.atlaspipelinepartners.com. An audio replay of the conference call will also be available beginning at 11:00 am EST on Wednesday, November 4, 2009. To access the replay, dial 1-888-286-8010 and enter conference code 60143730.

Atlas Pipeline Holdings, L.P. is a limited partnership which owns and operates the general partner of Atlas Pipeline Partners, L.P., through which it owns a 2% general partner interest, all the incentive distribution rights, 5.8 million common and 15,000 $1,000 par value 12% preferred limited partner units of Atlas Pipeline Partners, L.P.

Atlas Pipeline Partners, L.P. is active in the gathering and processing segments of the midstream natural gas industry. In the Mid-Continent region of Oklahoma, southern Kansas, northern and western Texas and the Texas panhandle, APL owns and operates eight active gas processing plants and a treating facility, as well as approximately 8,750 miles of active intrastate gas gathering pipeline. In Appalachia, APL is a 49% joint venture partner with Williams in Laurel Mountain Midstream, LLC, which manages the natural gas gathering system in that region, namely from the Marcellus Shale in southwestern Pennsylvania. For more information, visit APL's website at www.atlaspipelinepartners.com or contact investorrelations@atlaspipelinepartners.com.

Atlas Energy, Inc. is one of the largest independent natural gas producers in the Appalachian and Michigan Basins and a leading producer in the Marcellus Shale in southwestern Pennsylvania. Atlas Energy, Inc. is also the country's largest sponsor and manager of tax-advantaged energy investment partnerships that finance the exploration and development of Atlas Energy, Inc.'s acreage. Atlas Energy, Inc. also owns 1.1 million common units in APL and a 64% interest in AHD. For more information, please visit our website at www.atlasamerica.com, or contact Investor Relations at InvestorRelations@atlasamerica.com.

Certain matters discussed within this press release are forward-looking statements. Although Atlas Pipeline Holdings, L.P. believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from expectations include financial performance, inability of Atlas Pipeline Partners to successfully integrate the operations at the acquired systems, regulatory changes, changes in local or national economic conditions and other risks detailed from time to time in Atlas Holdings' reports filed with the SEC, including quarterly reports on Form 10-Q, current reports on Form 8-K and annual reports on Form 10-K.

ATLAS PIPELINE HOLDINGS, L.P. AND SUBSIDIARIES

Financial Summary

(unaudited; in thousands, except per unit amounts)

                           Three Months Ended         Nine Months Ended

                           September 30,              September 30,

STATEMENTS OF OPERATIONS     2009         2008(1)       2009         2008(1)

Revenue:

Natural gas and liquids    $ 194,440    $ 396,739     $ 526,478    $ 1,186,688

Transportation,
compression, and other       380          11,916        16,877       32,496
fees - affiliates

Transportation,
compression, and other       4,719        6,125         12,574       16,792
fees - third parties

Equity income in joint       1,430                      2,140
venture

Gain on asset sales          1,499                      111,440

Other income (loss), net     3,997        153,883       (6,694  )    (247,124  )

Total revenue and other      206,465      568,663       662,815      988,852
income (loss), net

Costs and expenses:

Natural gas and liquids      144,990      314,315       409,411      937,852

Plant operating              14,762       16,652        42,713       46,418

Transportation and           134          2,883         6,256        7,842
compression

General and administrative   9,159        (2,964   )    25,864       10,981

Compensation reimbursement   375          1,175         1,125        3,694
- affiliates

Depreciation and             21,896       20,741        67,563       61,200
amortization

Interest                     29,283       22,564        77,800       63,960

Total costs and expenses     220,599      375,366       630,732      1,131,947

Income (loss) from           (14,134 )    193,297       32,083       (143,095  )
continuing operations

Discontinued operations:

Gain on sale of                                         51,078
discontinued operations

Income from discontinued                  6,538         11,417       21,029
operations

Income from discontinued                  6,538         62,495       21,029
operations

Net income (loss)            (14,134 )    199,835       94,578       (122,066  )

Income attributable to       (954    )    (2,591   )    (2,075  )    (7,793    )
non-controlling interests

(Income) loss attributable
to non-controlling           11,487       (163,239 )    (82,201 )    122,843
interest in Atlas Pipeline
Partners, L.P.

Net income (loss)
attributable to common     $ (3,601  )  $ 34,005      $ 10,302     $ (7,016    )
limited partners

Net income (loss) per common limited
partner unit:

Basic:

Continuing operations      $ (0.13   )  $ 1.18        $ 0.05       $ (0.34     )

Discontinued operations                   0.04          0.32         0.09

                           $ (0.13   )  $ 1.22        $ 0.37       $ (0.25     )

Diluted:

Continuing operations      $ (0.13   )  $ 1.16        $ 0.05       $ (0.34     )

Discontinued operations                   0.04          0.32         0.09

                           $ (0.13   )  $ 1.20        $ 0.37       $ (0.25     )

Weighted average common
limited partner units
outstanding:

Basic                        27,659       27,658        27,659       27,462

Diluted                      27,659       27,987        27,659       27,462

Amounts attributable to
common limited partners:

Continuing operations      $ (3,601  )  $ 32,859      $ 1,433      $ (9,556    )

Discontinued operations      -            1,146         8,869        2,540

Net income (loss)
attributable to common     $ (3,601  )  $ 34,005      $ 10,302     $ (7,016    )
limited partners

ATLAS PIPELINE HOLDINGS, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands)

                                                September 30,    December 31,

ASSETS                                            2009             2008(1)

Current assets:

Cash and cash equivalents                       $ 5,588          $ 7,285

Accounts receivable affiliates                                     341

Accounts receivable                               71,118           100,000

Current portion of derivative asset               4,514            44,961

Prepaid expenses and other                        15,315           10,998

Current assets of discontinued operations                          13,441

Total current assets                              96,535           177,026

Property, plant and equipment, net                1,698,226        1,781,011

Intangible assets, net                            174,480          193,647

Investment in joint venture                       133,740

Long-term portion of derivative asset             1,980

Other assets, net                                 35,013           25,135

Long-term assets of discontinued operations                        242,165

                                                $ 2,139,974      $ 2,418,984

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:

Current portion of long-term debt               $ 31,658         $

Accounts payable affiliates                       852

Accounts payable                                  19,706           66,571

Accrued liabilities                               31,546           15,862

Current portion of derivative liability           41,464           60,947

Accrued producer liabilities                      45,539           66,846

Current liabilities of discontinued operations                     10,572

Total current liabilities                         170,765          220,798

Long-term derivative liability                    9,256            48,333

Long-term debt, less current portion              1,243,050        1,539,427

Other long-term liability                         448              574

Commitments and contingencies

Partners' capital:

Common limited partners' interests                (1,903      )    (5,463     )

Accumulated other comprehensive loss              (8,424      )    (15,788    )

                                                  (10,327     )    (21,251    )

Non-controlling interests                         (30,255     )    (32,337    )

Non-controlling interest in Atlas Pipeline        757,037          663,440
Partners, L.P.

Total partners' capital                           716,455          609,852

                                                $ 2,139,974      $ 2,418,984

(1)  Restated to reflect amounts reclassified to discontinued operations due to
     APL's sale of its NOARK gas gathering and interstate pipeline system.

    Source: Atlas Pipeline Holdings, L.P.

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