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PHILADELPHIA--(BUSINESS WIRE)-- Atlas Energy, Inc. (NASDAQ: ATLS) ("Atlas Energy" or "the Company") today reported operating and financial results for the third quarter 2009.
Highlights of Atlas Energy's operations (as previously reported) and financial results include the following:
-- Atlas Energy successfully drilled and completed two additional
horizontal Marcellus Shale wells in southwestern Pennsylvania: one in
western Fayette County and another in eastern Greene County. The Fayette
County well, which is the first horizontal Marcellus Shale well drilled
and completed in the county, has produced into a pipeline an average of
3.3 million cubic feet per day ("Mmcf/d") for its first 30 days. This
well inclined for most of its first 30 days and is showing very little
decline after 40 days. The Company's second horizontal Marcellus Shale
well drilled during 2009 in Greene County is exhibiting a similar flat
production profile after an initial peak rate of 3.5 Mmcf/d. Both of
these wells are producing at rates that exceed the Company's assumed 4
billion cubic feet ("Bcf") type curve. Atlas's last four horizontal
Marcellus Shale wells that were turned into line in southwestern
Pennsylvania had an average peak 24-hour rate of 5.1 Mmcfe/d;
-- During the first nine months of 2009, Atlas successfully drilled 14
horizontal Marcellus Shale wells. Four of these wells are online, one is
flowing but not yet online, three will be returned to production as a
gas processing plant has been brought back onto production this week,
and six are yet to be frac'd;
-- Adjusted earnings before interest, income taxes, depreciation and
amortization ("adjusted EBITDA"), a non-GAAP measure, was $56.2 million
for the Company's Exploration and Production operations ("E&P
Operations") for the third quarter 2009, as compared with $75.9 million
for the prior year comparable quarter. The decrease from the prior year
comparable quarter was primarily related to 1) lower commodity prices,
partially offset by higher natural gas production volumes and strong
hedge protection, and 2) the comparable year over year timing of the
offering of direct investment programs (funds received in the fourth
quarter 2009 are already five times higher than funds received in the
third quarter 2009). As a result of the currently realized and continued
expected increase in direct investment funds received in the fourth
quarter 2009, and higher anticipated production volumes and realized
natural gas prices compared to the third quarter 2009, the Company
expects to generate $68 million to $72 million of adjusted EBITDA in the
fourth quarter 2009. A reconciliation from net income to adjusted EBITDA
is provided in the financial tables of this release;
-- The Company reaffirms its 2009 total production guidance of 37 to 37.5
billion cubic feet equivalents ("Bcfe"), up approximately 7% from 2008,
and between 45 and 50 Bcfe for 2010, up 28% at the midpoint compared to
estimated 2009 production. Due to increasing Marcellus Shale production,
Atlas Energy expects to exit 2009 with over 50 million cubic feet
("Mmcf") per day of net production in Appalachia and expects this figure
to more than double by the end of 2010;
-- Atlas Energy's natural gas and oil production in Appalachia was 41.3
million cubic feet equivalents ("Mmcfe") per day for the third quarter
2009, compared to 35.7 Mmcfe per day for the prior year third quarter,
up approximately 16%. The increase is due primarily to Atlas Energy's
expanding drilling programs and increased production from the Marcellus
Shale. Michigan segment natural gas production was 58.6 Mmcfe per day in
the third quarter 2009, compared to 60.5 Mmcfe per day in the prior year
comparable quarter, but higher than the second quarter 2009 production
of 58.1 Mmcfe per day; and
-- Adjusted net income was $3.8 million for the third quarter 2009 compared
with $9.9 million for the prior year third quarter. Adjusted diluted net
income per share was $0.09 for the third quarter 2009 compared with
$0.23 per share for the third quarter 2008. Inclusive of the impact of
the consolidation of Atlas Pipeline Partners, L.P. ("APL") and Atlas
Pipeline Holdings, L.P. ("AHD") and other items, on a GAAP basis, the
Company recognized a net loss of $0.7 million for the third quarter 2009
compared with net income of $24.1 million for the prior year third
quarter. A reconciliation of net income to adjusted net income is
provided in the financial tables of this release.
Recent Events
-- On September 29, 2009, Atlas America, Inc. and Atlas Energy Resources,
LLC ("ATN") completed their merger (the "Merger") to form Atlas Energy,
Inc. Atlas Energy's common stock continues to trade on NASDAQ under the
symbol "ATLS." Atlas Energy expects to continue the accelerated
expansion of its leading Marcellus Shale position in southwestern
Pennsylvania with retained cash flows from operations. As a result of
the Merger, Atlas Energy has a single class of publicly traded common
equity with one board of directors.
-- Atlas Energy began marketing the $275 million Atlas Resources Public
#18-2009 (C) drilling program (1) in September of this year. When
combined with the $125 million Atlas Resources Public #18-2009 (B)
drilling program completed earlier this year, Atlas expects to raise
approximately $400 million in 2009 through its direct investment
programs.
-- ATN's bank group, as a result of the regularly scheduled semi-annual
review, approved ATN's borrowing base related to its senior secured
revolving credit facility at $575 million. All other terms and
conditions remain the same. JP Morgan led the group of 26 lenders in the
review process. As of September 30, 2009, ATN had $270 million
outstanding against the revolving facility.
Appalachia Segment
-- Atlas Energy drilled 19 gross vertical Marcellus Shale wells and 5 gross
horizontal Marcellus Shale wells in the third quarter 2009.
-- As of September 30, 2009, the Company held approximately 873,600 net
acres in the Appalachian Basin, of which approximately 599,800 were
undeveloped.
-- As of September 30, 2009, the Company had an interest in approximately
9,900 gross producing wells in Appalachia, of which it operated
approximately 85%.
-- Partnership management margin (2) was $18.1 million for the third
quarter 2009, compared to $23.0 million for the prior year third
quarter. The lower partnership management margin in the third quarter
2009 compared to the prior year was due primarily to the comparable year
over year timing of the offering of direct investment programs.
Michigan/Indiana Segment
-- Natural gas and oil production from the Michigan segment averaged 58.6
Mmcfe per day during the third quarter 2009, up from 58.1 Mmcfe per day
in the second quarter 2009.
-- At September 30, 2009, the Company had approximately 271,900 net acres
in the Antrim Shale in Michigan, of which approximately 26,400 were
undeveloped. The Company also had access to approximately 250,000 gross
acres in the New Albany Shale in Indiana, of which approximately 243,000
acres were undeveloped.
Corporate and Other
-- General and administrative expense, excluding amounts attributable to
APL and AHD, was $22.5 million for the third quarter 2009, compared to
$14.4 million for the prior year comparable quarter. The increase in the
third quarter 2009 compared to the prior year was primarily related to
1) $6.1 million of non-recurring expenses related to the Merger and 2)
the timing of the offering and receipt of funds associated with the
direct investment programs, which influences the capitalization of costs
directly related to those programs.
-- Depreciation, depletion and amortization expense, excluding amounts
attributable to APL and AHD, was $24.6 million in the third quarter
2009, compared to $23.6 million in the prior year comparable quarter.
The increase was due primarily to the increase in production in the
Company's Appalachia segment, notably from Marcellus Shale production.
-- Interest expense, excluding amounts attributable to APL and AHD, was
$18.5 million for the third quarter 2009, compared to $14.8 million for
the prior year third quarter. The increase in interest expense was
primarily due to ATN's $200 million 12.5% senior note offering in July
2009, partially offset by lower average borrowings under its credit
facility.
Hedging Summary
The Company entered into additional hedging contracts during the third quarter 2009 for its natural gas production.
A summary of the Company's current equity hedge positions as of November 5, 2009 is as follows:
Natural Gas
Fixed Price Swaps
Average
Production Period Fixed Price Volumes
Ended December 31, (per mcf)(1)(2) (per mcf)(1)
2009((3)) $ 8.48 7,338,385
2010 $ 7.75 25,551,562
2011 $ 7.20 16,073,364
2012 $ 7.23 13,954,642
2013 $ 7.27 9,886,929
Costless Collars
Average Average
Production Period Floor Price Ceiling Price Volumes
Ended December 31, (per mcf)(1)(2) (per mcf)(1)(2) (per mcf)(1)
2009((3)) $ 11.25 $ 15.68 42,746
2010 $ 8.03 $ 9.22 2,420,645
2011 $ 6.45 $ 7.68 8,685,232
2012 $ 6.67 $ 7.88 7,650,684
2013 $ 6.77 $ 8.00 8,773,111
Crude Oil
Fixed Price Swaps
Average
Production Period Fixed Price Volumes
Ended December 31, (per bbl)(1) (bbls)(1)
2009((3)) $ 98.85 9,017
2010 $ 97.30 36,977
2011 $ 69.77 32,194
2012 $ 71.55 26,139
2013 $ 72.26 5,900
Costless Collars
Average Average
Production Period Floor Price Ceiling Price Volumes
Ended December 31, (per bbl)(1) (per bbl)(1) (bbls)(1)
2009((3)) $ 85.00 $ 115.72 5,589
2010 $ 85.00 $ 112.72 23,442
2011 $ 60.00 $ 80.92 20,361
2012 $ 60.00 $ 86.50 16,777
2013 $ 60.00 $ 88.90 3,540
(1) "Mcf" represents thousand cubic feet; "bbl" represents barrel.
(2) Includes an estimated positive basis differential and Btu (British thermal
units) adjustment.
(3) Reflects hedges covering the last three months of 2009.
Interest in Atlas Pipeline and Atlas Pipeline Holdings
Through Atlas Energy's controlling interest in Atlas Pipeline Holdings, L.P. (NYSE: AHD), which owns and operates the general partner of Atlas Pipeline Partners, L.P. (NYSE: APL) and owns 5.8 million limited partner units in APL, the Company recognizes approximately 11% of APL's net income after eliminating minority interest from non-controlling parties. A consolidating statement of operations and balance sheet has been provided in the financial tables of the release, which segregates the Atlas Energy E&P Operations financial results from the Atlas Pipeline midstream financial results.
Interested parties are invited to access the live webcast of an investor call with management regarding Atlas Energy, Inc.'s third quarter 2009 results on Friday, November 6, 2009 at 9:00 am ET by going to the Investor Relations section of Atlas Energy's website at www.atlasenergyresources.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 12:00 p.m. ET on November 6, 2009 by dialing 888-286-8010, passcode: 75002061.
(1) Atlas Energy's subsidiary serves as managing general partner of the partnership. A written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, may be obtained from Anthem Securities, Inc. (a subsidiary of Atlas Energy), 1550 Coraopolis Heights Rd. - 3rd Floor, Moon Township, PA 15108.
(2) Partnership management margin is comprised of Well Construction & Completion margin, Well Services margin and Administration & Oversight Fee revenues.
The Company has a 100.0% ownership interest in Atlas Energy Resources, LLC ("ATN"), an approximate 2.2% direct ownership interest in Atlas Pipeline Partners, L.P. ("APL"), a publicly-traded limited partnership, and an approximate 64.4% limited partner interest and 100% of the general partner interest in Atlas Pipeline Holdings, L.P. ("AHD"). The Company's financial results are presented on a consolidated basis with those of ATN, AHD, and APL. Non-controlling minority interests in ATN, AHD, and APL are reflected as income (expense) in the Company's consolidated statements of operations and as a component of stockholders' equity on its consolidated balance sheet. A consolidating statement of operations and balance sheet has also been provided in the financial tables to the release for the comparable periods presented.
Please see the respective AHD and APL earnings releases for more information with regard to their third quarter 2009 financial results.
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 Pennsylvania. Atlas Energy, Inc. is also the country's largest sponsor and manager of tax-advantaged energy investment partnerships. Atlas Energy, Inc. also owns 1.1 million common units in Atlas Pipeline Partners, L.P. (NYSE: APL) and a 64% interest in Atlas Pipeline Holdings, L.P. (NYSE: AHD), a limited partnership which owns the general partner interest, all the incentive distribution rights and approximately 5.8 million common units of Atlas Pipeline Partners, L.P. For more information, please visit our website at www.atlasamerica.com, or contact Investor Relations at InvestorRelations@atlasamerica.com.
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 the Partnership's website at www.atlaspipelinepartners.com or contact investorrelations@atlaspipelinepartners.com.
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 and approximately 5.8 million common of Atlas Pipeline Partners, L.P.
Cautionary Note Regarding Forward-Looking Statements
This document contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Atlas Energy, Inc. 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 the benefits of the recently completed merger between a subsidiary of Atlas America and Atlas Energy Resources, including future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. Risks, assumptions and uncertainties that could cause actual results to materially differ from the forward-looking statements include, but are not limited to, those associated with general economic and business conditions; changes in commodity price; inability to obtain capital needed for operations; the level of indebtedness; changes in government environmental policies; tax consequences of business transactions; and other risks, assumptions and uncertainties detailed from time to time in either company's reports filed with the U.S. Securities and Exchange Commission (the "SEC"), including each company's report on Form 10-K for the year ended December 31, 2008, and subsequent quarterly reports on Forms 10-Q. Forward-looking statements speak only as of the date hereof, and each company assumes no obligation to update such statements.
ATLAS ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Revenue:
Well construction and $ 81,496 $ 116,987 $ 257,231 $ 343,466
completion
Gas and oil production 65,986 81,235 207,908 236,417
Transmission, gathering 205,603 410,942 555,373 1,218,359
and processing
Administration and 3,149 5,216 9,644 15,370
oversight
Well services 5,012 5,299 14,911 15,363
Gain on asset sales 55 105,746
Gain (loss) on
mark-to-market 1,032 147,505 (17,245 ) (257,344 )
derivatives(1)
Other, net 4,851 3,818 11,696 11,842
Total revenue 367,184 771,002 1,145,264 1,583,473
Costs and expenses:
Well construction and 69,138 101,727 218,236 298,666
completion
Gas and oil production 12,128 12,688 33,217 35,735
Transmission, gathering 167,862 333,988 470,752 992,504
and processing
Well services 2,378 2,753 6,922 7,815
General and 32,066 12,647 81,619 58,592
administrative
Depreciation, depletion 46,460 44,325 147,427 129,539
and amortization
Total costs and 330,032 508,128 958,173 1,522,851
expenses
Operating income (loss) 37,152 262,874 187,091 60,622
Interest expense (47,754 ) (37,331 ) (124,322 ) (106,538 )
Income (loss) from
continuing operations
before income (10,602 ) 225,543 62,769 (45,916 )
tax provision (benefit)
Provision (benefit) for (716 ) 13,647 5,555 12,288
income taxes
Net income (loss) from (9,886 ) 211,896 57,214 (58,204 )
continuing operations
Discontinued
operations:
Gain on sale of
discontinued operations
(net of income
tax provision of $2,228
for the nine months
ended
September 30, 2009) 48,851
Income from
discontinued operations
(net of income tax
provision of $277 for
the three months ended
September 30, 2008 and
$498 and $848 for the
nine
months ended September
30, 2009 and 2008,
respectively) 6,261 10,918 20,181
Net income (loss) (9,886 ) 218,157 116,983 (38,023 )
(Income) loss
attributable to
non-controlling 9,172 (194,054 ) (103,686 ) 60,777
interests
Net income (loss)
attributable to common $ (714 ) $ 24,103 $ 13,297 $ 22,754
shareholders
Net income (loss)
attributable to common
shareholders per share
- basic:
Income (loss) from
continuing operations $ (0.02 ) $ 0.59 $ 0.23 $ 0.54
attributable to common
shareholders
Discontinued operations
attributable to common 0.00 0.01 0.11 0.03
shareholders
Net income (loss)
attributable to common $ (0.02 ) $ 0.60 $ 0.34 $ 0.57
shareholders
Net income (loss)
attributable to common
shareholders per share
- diluted:
Income (loss) from
continuing operations $ (0.02 ) $ 0.56 $ 0.22 $ 0.51
attributable to common
shareholders
Discontinued operations
attributable to common 0.00 0.01 0.11 0.03
shareholders
Net income (loss)
attributable to common $ (0.02 ) $ 0.57 $ 0.33 $ 0.54
shareholders
Weighted average common
shares outstanding:
Basic 39,780 40,093 39,460 40,251
Diluted 39,780 41,994 40,051 42,121
Income (loss)
attributable to common
shareholders:
Income (loss) from
continuing operations
(net of income
tax provision (benefit)
of ($716) and $13,647
for the
three months ended
September 30, 2009 and
2008,
respectively, and
$5,555 and $12,288 for
the nine
months ended September
30, 2009 and 2008,
respectively) $ (714 ) $ 23,670 $ 9,044 $ 21,431
Discontinued operations
(net of income tax
provision of
$277 for the three
months ended September
30, 2008
and $2,726 and $848 for
the nine months ended
September 30, 2009 and 433 4,253 1,323
2008, respectively)
Net income (loss)
attributable to common $ (714 ) $ 24,103 $ 13,297 $ 22,754
shareholders
Consists principally of hydrocarbon derivative gains / (losses) that relate
(1) to the operating activities of the Company's consolidated subsidiary, Atlas
Pipeline, and the underlying hydrocarbon derivatives do not represent
present or potential future obligations of the Company.
ATLAS ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except per share data)
September 30, December 31,
ASSETS 2009 2008
Current assets:
Cash and cash equivalents $ 35,693 $ 104,496
Accounts receivable 145,894 172,427
Current portion of derivative asset 88,960 152,726
Prepaid expenses and other 28,781 57,679
Current assets of discontinued operations 13,441
Total current assets 299,328 500,769
Property, plant and equipment, net 3,708,389 3,744,815
Goodwill and intangible assets, net 212,705 232,651
Long-term derivative asset 42,405 69,451
Investment in joint venture 133,740
Other assets, net 75,159 56,030
Long-term assets of discontinued operations 242,165
$ 4,471,726 $ 4,845,881
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 12,000 $
Accounts payable 105,929 140,725
Liabilities associated with drilling contracts 16,590 96,883
Accrued producer liabilities 45,539 66,846
Current portion of derivative liability 46,570 73,776
Accrued and other current liabilities 188,783 138,424
Current liabilities of discontinued operations 10,572
Total current liabilities 415,411 527,226
Long-term debt, less current portion 2,115,505 2,413,082
Deferred tax liability 51,158 242,058
Long-term derivative liability 33,847 59,103
Other long-term liabilities 71,962 74,844
Stockholders' equity:
Stockholders' equity 1,131,025 390,372
Accumulated other comprehensive income 50,351 21,143
1,181,376 411,515
Non-controlling interests 602,467 1,118,053
Total stockholders' equity 1,783,843 1,529,568
$ 4,471,726 $ 4,845,881
ATLAS ENERGY, INC.
Financial and Operating Highlights
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Net income attributable to common
$ (0.02 ) $ 0.60 $ 0.34 $ 0.57
shareholders per share - basic
Adjusted net income attributable to
common $ 0.09 $ 0.25 $ 0.63 $ 0.76
shareholders per share - basic(1)
Pro forma adjusted net income
attributable to
$ 0.10 $ 0.30 $ 0.65 $ 0.78
common shareholders per share -
basic(1)
E&P Operations Discretionary Cash
Flow per $ 0.58 $ 0.78 $ 2.18 $ 2.36
Share(2)
Production revenues (in thousands):
Gas $ 62,748 $ 77,253 $ 199,519 $ 224,345
Oil 3,238 3,982 8,389 12,072
Production volume:(3) (4)
Appalachia:
Gas (Mcfd) 38,579 33,228 39,749 31,929
Oil (Bpd) 460 413 442 410
Total (Mcfed) 41,339 35,706 42,401 34,389
Michigan:
Gas (Mcfd) 58,519 60,436 58,277 59,755
Oil (Bpd) 9 11 9 11
Total (Mcfed) 58,573 60,502 58,331 59,821
Total:
Gas (Mcfd) 97,098 93,664 98,026 91,684
Oil (Bpd) 469 424 451 421
Total (Mcfed) 99,912 96,208 100,732 94,210
Average sales prices:(4)
Gas (per Mcf)(5)(6) $ 7.29 $ 9.26 $ 7.67 $ 9.35
Oil (per Bbl)(7) 75.03 101.34 68.13 104.15
Production costs:(4)(8)
Lease operating expenses per Mcfe $ 0.81 $ 0.82 $ 0.84 $ 0.82
Production taxes per Mcfe 0.14 0.41 0.16 0.39
Total production costs per Mcfe $ 0.95 $ 1.23 $ 1.00 $ 1.21
Depletion per Mcfe(4) $ 2.55 $ 2.57 $ 2.79 $ 2.55
A reconciliation from net income to adjusted net income attributable to
(1) common shareholders per share and pro forma adjusted net income
attributable to common shareholders per share is provided in the financial
tables of this release.
Calculation consists of discretionary cash flow divided by pro forma
weighted average common shares outstanding for the respective period. A
reconciliation from net income to discretionary cash flow is provided in
(2) the financial tables of this release. Pro forma weighted average common
shares outstanding for the respective period consists of the historical
basic weighted average shares of the Company for the respective period,
adjusted for the 38.8 million shares of the Company's common stock issued
in connection with the Merger.
Production quantities consist of the sum of (i) the Company's proportionate
share of production from wells in which it has a direct interest, based on
the Company's proportionate net revenue interest in such wells, and (ii)
(3) the Company's proportionate share of production from wells owned by the
investment partnerships in which the Company 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.
"Mcf" and "Mcfd" represent thousand cubic feet and thousand cubic feet per
day; "Mcfe" and "Mcfed" represent thousand cubic feet equivalents and
(4) 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.
The Company's average sales price for gas before the effects of financial
hedging was $3.20 and $10.49 per Mcf for the three months ended September
30, 2009 and 2008, respectively, and $4.01 and $10.03 per Mcf for the nine
months ended September 30, 2009 and 2008, respectively. Including the
(5) effects of certain allocations of the Company's production revenue to the
investor partners within the Company's investment partnerships, average gas
sales prices for the three and nine months ended September 30, 2009 was
$7.06 per Mcf ($2.97 per Mcf before the effects of financial hedging) and
$7.55 per Mcf ($3.89 per Mcf before the effects of financial hedging),
respectively.
Includes cash proceeds of $0.3 million and $2.6 million for the three
months ended September 30, 2009 and 2008, respectively, and $2.4 million
(6) and $10.5 million for the nine months ended September 30, 2009 and 2008,
respectively, received from the settlement of ineffective derivative gains
associated with the acquisition of the Company's Michigan operations but
not reflected in the consolidated statements of operations.
The Company's average sales price for oil before the effects of financial
(7) hedging was $62.81 and $106.94 per barrel for the three months ended
September 30, 2009 and 2008, respectively, and $52.30 and $108.09 per
barrel for the nine months ended September 30, 2009 and 2008, respectively.
Production costs include labor to operate the wells and related equipment,
repairs and maintenance, materials and supplies, property taxes, severance
taxes, insurance and production overhead. Including the effects of the
Company's proportionate share of lease operating expenses associated with
(8) certain allocations of production revenue to investor partners within its
investment partnerships (see Note 5), lease operating expenses per Mcfe for
the three and nine months ended September 30, 2009 was $0.73 per Mcfe
(total production costs per Mcfe were $0.87) and $0.80 per Mcfe (total
production costs per Mcfe were $0.96), respectively.
ATLAS ENERGY, INC.
CAPITALIZATION INFORMATION
(unaudited; in thousands, except per share data)
September 30, 2009 December 31, 2008
Atlas Atlas
Pipeline Pipeline
and Atlas and Atlas
Atlas Pipeline Atlas Pipeline
Energy Holdings Consolidated Energy Holdings Consolidated
Total debt $ 872,455 $ 1,255,050 $ 2,127,505 $ 873,655 $ 1,539,427 $ 2,413,082
Less: Cash (30,105 ) (5,588 ) (35,693 ) (97,211 ) (7,285 ) (104,496 )
Total net debt 842,350 1,249,462 2,091,812 776,444 1,532,142 2,308,586
Stockholders' 1,185,545 716,454 1,783,843 1,168,768 588,889 1,529,568
equity (1) (1)
Total $ 2,027,895 $ 1,965,916 $ 3,875,655 $ 1,945,212 $ 2,121,031 $ 3,838,154
capitalization
Ratio of net
debt to 0.54x 0.60x
capitalization
(1) Net of eliminated amounts.
ATLAS ENERGY, INC.
CAPITAL EXPENDITURE DATA
(unaudited; in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008((1)) 2009 2008((1))
Atlas Energy $ 34,372 $ 89,300 $ 130,785 $ 224,970
Atlas Pipeline Partners 7,116 81,714 137,610 223,768
Consolidated capital expenditures $ 41,488 $ 171,014 $ 268,395 $ 448,738
(1) Restated to reflect amounts reclassified to discontinued operations due to
APL's sale of its NOARK gas gathering and interstate pipeline system.
ATLAS ENERGY, INC.
Financial Information
(unaudited; in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
E&P Operations:
Well construction and $ 12,358 $ 15,260 $ 38,995 $ 44,800
completion margin
Gas and oil production 54,211 67,481 199,463 202,325
margin(1)
Administration and 3,149 5,216 9,644 15,370
oversight margin
Well services margin 2,634 2,546 7,989 7,548
Gas gathering (1,874 ) (3,645 ) (6,720 ) (9,142 )
E&P Operations Gross Margin 70,478 86,858 249,371 260,901
Cash general and (15,390 ) (11,729 ) (41,824 ) (35,795 )
administrative costs(2)
Other income (loss), net 1,082 737 (337 ) 1,622
E&P Operations Adjusted 56,170 75,866 207,210 226,728
EBITDA(3)
Cash interest expense(4) (17,903 ) (14,099 ) (44,287 ) (40,398 )
Cash income tax refunds 7,298 7,298
(payments)
E&P Operations 45,565 61,767 170,221 186,330
Discretionary Cash Flow(3)
Capital expenditures (34,372 ) (89,300 ) (130,785 ) (224,970 )
E&P Operations Free Cash $ 11,193 $ (27,533 ) $ 39,436 $ (38,640 )
Flow(3)(5)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Reconciliation of non-GAAP
measures to net income
attributable to common
shareholders(3):
E&P Operations $ 45,565 $ 61,767 $ 170,221 $ 186,330
Discretionary Cash Flow
Atlas Pipeline and Atlas
Pipeline Holdings net
(income) (2,614 ) 25,865 6,233 (1,326 )
loss attributable to common
shareholders
Cash income tax payments (7,298 ) (7,298 )
(refunds)
Income tax benefit 716 (13,647 ) (5,555 ) (12,288 )
(provision)
Non-recurring Merger costs (6,108 ) (6,752 )
Depreciation, depletion and (24,563 ) (23,584 ) (79,863 ) (68,339 )
amortization
Amortization of deferred (1,230 ) (670 ) (2,897 ) (2,182 )
finance costs
Non-cash stock compensation (1,034 ) (2,706 ) (6,055 ) (8,121 )
expense
Non-cash net loss on sale (1,444 ) (5,694 )
of assets
Income attributable to ATN
non-controlling interests (2,351 ) (20,361 ) (18,067 ) (60,811 )
(6)
Adjustment to reflect the
cash impact of derivatives (353 ) (2,561 ) (30,976 ) (10,509 )
(1)
Net income (loss)
attributable to common $ (714 ) $ 24,103 $ 13,297 $ 22,754
shareholders
Includes adjustments to reflect the cash impact of derivatives, including
(i) $28.5 million of cash proceeds received in May 2009 from the early
settlement of natural gas and oil derivative positions and (ii) cash
(1) proceeds received from the settlement of ineffective derivative gains
recognized in connection with the acquisition of the Company's Michigan
assets in June 2007 but not reflected in its consolidated statements of
operations for the three and nine months ended September 30, 2009 and 2008.
(2) Excludes non-cash stock-compensation expense and non-recurring costs
incurred in connection with the Merger.
Adjusted EBITDA, discretionary cash flow and net cash flow are non-GAAP
(generally accepted accounting principles) financial measures under the
rules of the Securities and Exchange Commission. Management of the Company
believes that adjusted EBITDA, discretionary cash flow and net cash flow
provide additional information for evaluating the Company's performance,
among other things. These measures are widely used by commercial banks,
(3) investment bankers, rating agencies and investors in evaluating performance
relative to peers and pre-set performance standards. Adjusted EBITDA is
also a financial measurement that, with certain negotiated adjustments, is
utilized within Atlas Energy Resources' financial covenants under its
credit facility. Adjusted EBITDA, discretionary cash flow and net cash flow
are not measures of financial performance under GAAP and, accordingly,
should not be considered as a substitute for net income, operating income,
or cash flows from operating activities in accordance with GAAP.
(4) Excludes non-cash amortization of deferred financing costs.
Excludes the impact of cash distributions paid by Atlas Energy Resources,
(5) LLC to its non-controlling interests for periods prior to the Merger on
September 29, 2009.
(6) Represents the non-controlling interests in the net income (loss) of Atlas
Energy Resources, LLC prior to the Merger on September 29, 2009.
ATLAS ENERGY, INC.
Financial Information
(unaudited; in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Reconciliation of net income
(loss) to non-GAAP measure
(1):
Net income (loss)
attributable to common $ (714 ) $ 24,103 $ 13,297 $ 22,754
shareholders
Atlas Pipeline and Atlas
Pipeline Holdings loss
(income) attributable to 2,614 (25,865 ) (6,233 ) 1,326
common shareholders, net
of attributable income tax
provision (benefit)
Non-recurring Merger costs 6,108 6,752
Adjustments to reflect the 353 2,561 30,976 10,509
cash impact of derivatives
Non-cash net loss on sale of 1,444 5,694
assets
Non-cash compensation expense 1,034 2,706 6,055 8,121
Adjustment to non-controlling (4,295 ) (2,028 ) (24,192 ) (7,442 )
interests for the above items
Tax effect of the above items (2,786 ) 8,387 (7,312 ) (4,529 )
Adjusted net income $ 3,758 $ 9,864 $ 25,037 $ 30,739
Adjusted net income per
common share:
Basic $ 0.09 $ 0.25 $ 0.63 $ 0.76
Diluted $ 0.09 $ 0.23 $ 0.63 $ 0.73
Weighted average common
shares outstanding:
Basic 39,780 40,093 39,460 40,251
Diluted 40,706 41,994 40,051 42,121
Pro forma adjusted net income
per share(2):
Adjusted net income $ 3,758 $ 9,864 $ 25,037 $ 30,739
Adjustment to remove
non-controlling interests for 6,646 22,389 42,259 51,747
Atlas Energy Resources
Tax effect of the above item (2,393 ) (8,198 ) (16,219 ) (18,940 )
Pro forma adjusted net income $ 8,011 $ 24,055 $ 51,077 $ 63,546
Pro forma adjusted net income
per common
share:
Basic $ 0.10 $ 0.30 $ 0.65 $ 0.80
Diluted $ 0.10 $ 0.30 $ 0.65 $ 0.78
Pro forma weighted average
common shares
outstanding(3):
Basic 78,136 78,869 78,095 79,027
Diluted 79,144 81,307 78,714 81,451
Adjusted net income is a non-GAAP financial measure under the rules of the
Securities and Exchange Commission. Management of the Company believes that
the above financial measure provides additional information with respect to
(1) the Company's ability to meet its capital expense and working capital
requirements. Adjusted net income is not a measure of financial performance
under GAAP and, accordingly, should not be considered as a substitute for
revenues, net income or cash flows from operating activities prepared in
accordance with GAAP.
Adjusted to reflect the Merger on September 29, 2009, through which the
Company issued 38.8 million shares of its common stock in exchange for the
(2) 33.4 million Class B common units of ATN not previously held by the
Company. The Merger effectively removes the non-controlling interests in
the net income of Atlas Energy Resources, LLC upon the completion of the
transaction.
Consists of the historical basic and diluted weighted average shares of the
(3) Company for the respective period, adjusted for the 38.8 million shares of
the Company's common stock issued in connection with the Merger (see Note
2).
ATLAS ENERGY, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
Three Months Ended September 30, 2009
Atlas Pipeline
and Atlas
Atlas Pipeline
Energy Holdings Eliminations Consolidated
Revenue:
Well construction and $ 81,496 $ $ $ 81,496
completion
Gas and oil production 65,986 65,986
Transmission, gathering 6,098 199,505 205,603
and processing
Administration and 3,149 3,149
oversight
Well services 5,012 5,012
Gain (loss) on asset (1,444 ) 1,499 55
sales
Gain on mark-to-market 1,032 1,032
derivatives
Other income, net 424 4,427 4,851
Total revenue 160,721 206,463 367,184
Costs and expenses:
Well construction and 69,138 69,138
completion
Gas and oil production 12,128 12,128
Transmission, gathering 7,972 159,890 167,862
and processing
Well services 2,378 2,378
General and 22,532 9,534 32,066
administrative
Depreciation, depletion 24,563 21,897 46,460
and amortization
Total costs and 138,711 191,321 330,032
expenses
Operating income 22,010 15,142 37,152
Interest expense (18,475 ) (29,279 ) (47,754 )
Income (loss) from
continuing operations
before income 3,535 (14,137 ) (10,602 )
tax provision (benefit)
Provision (benefit) for (716 ) (716 )
income taxes
Net income (loss) from 4,251 (14,137 ) (9,886 )
continuing operations
Discontinued operations
Net income (loss) 4,251 (14,137 ) (9,886 )
Income attributable to
non-controlling
(2,351 ) (2,351 )
interests - E&P
Operations
(Income) loss
attributable to
non-controlling
interests - Atlas (953 ) 12,476 11,523
Pipeline and Atlas
Pipeline
Holdings
Net income (loss)
attributable to common $ 1,900 $ (15,090 ) $ 12,476 $ (714 )
shareholders
ATLAS ENERGY, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
Three Months Ended September 30, 2008
Atlas Pipeline
and Atlas
Atlas Pipeline
Energy Holdings Eliminations Consolidated
Revenue:
Well construction and $ 116,987 $ $ $ 116,987
completion
Gas and oil production 81,235 81,235
Transmission, gathering 4,886 418,077 (12,021 ) 410,942
and processing
Administration and 5,216 5,216
oversight
Well services 5,299 5,299
Gain on mark-to-market 147,505 147,505
derivatives
Other income, net 737 3,081 3,818
Total revenue 214,360 568,663 (12,021 ) 771,002
Costs and expenses:
Well construction and 101,727 101,727
completion
Gas and oil production 16,315 (3,627 ) 12,688
Transmission, gathering 8,531 333,851 (8,394 ) 333,988
and processing
Well services 2,753 2,753
General and 14,435 (1,788 ) 12,647
administrative
Depreciation, depletion 23,584 20,741 44,325
and amortization
Total costs and 167,345 352,804 (12,021 ) 508,128
expenses
Operating income 47,015 215,859 262,874
Interest expense (14,769 ) (22,562 ) (37,331 )
Income from continuing
operations before
income 32,246 193,297 225,543
tax provision
Provision for income 13,647 13,647
taxes
Net income from 18,599 193,297 211,896
continuing operations
Discontinued operations 6,261 6,261
Net income 18,599 199,558 218,157
Income attributable to
non-controlling
(20,361 ) (20,361 )
interests - E&P
Operations
Income attributable to
non-controlling
interests - Atlas (2,591 ) (171,102 ) (173,693 )
Pipeline and Atlas
Pipeline
Holdings
Net income (loss)
attributable to common $ (1,762 ) $ 196,967 $ (171,102 ) $ 24,103
shareholders
ATLAS ENERGY, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
Nine Months Ended September 30, 2009
Atlas Pipeline
and Atlas
Atlas Pipeline
Energy Holdings Eliminations Consolidated
Revenue:
Well construction and $ 257,231 $ $ $ 257,231
completion
Gas and oil production 207,908 207,908
Transmission, gathering 16,210 555,929 (16,766 ) 555,373
and processing
Administration and 9,644 9,644
oversight
Well services 14,911 14,911
Gain (loss) on asset (5,694 ) 111,440 105,746
sales
Loss on mark-to-market (17,245 ) (17,245 )
derivatives
Other income (loss), (995 ) 12,691 11,696
net
Total revenue 499,215 662,815 (16,766 ) 1,145,264
Costs and expenses:
Well construction and 218,236 218,236
completion
Gas and oil production 39,421 (6,204 ) 33,217
Transmission, gathering 22,930 458,384 (10,562 ) 470,752
and processing
Well services 6,922 6,922
General and 54,631 26,988 81,619
administrative
Depreciation, depletion 79,863 67,564 147,427
and amortization
Total costs and 422,003 552,936 (16,766 ) 958,173
expenses
Operating income 77,212 109,879 187,091
Interest expense (46,526 ) (77,796 ) (124,322 )
Income from continuing
operations before
income 30,686 32,083 62,769
tax provision
Provision for income 5,555 5,555
taxes
Net income from 25,131 32,083 57,214
continuing operations
Discontinued operations 59,769 59,769
Net income 25,131 91,852 116,983
Income attributable to
non-controlling
(18,067 ) (18,067 )
interests - E&P
Operations
Income attributable to
non-controlling
interests - Atlas (2,075 ) (83,544 ) (85,619 )
Pipeline and Atlas
Pipeline
Holdings
Net income (loss)
attributable to common $ 7,064 $ 89,777 $ (83,544 ) $ 13,297
shareholders
ATLAS ENERGY, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share data)
Nine Months Ended September 30, 2008
Atlas Pipeline
and Atlas
Atlas Pipeline
Energy Holdings Eliminations Consolidated
Revenue:
Well construction and $ 343,466 $ $ $ 343,466
completion
Gas and oil production 236,417 236,417
Transmission,
gathering and 15,151 1,235,976 (32,768 ) 1,218,359
processing
Administration and 15,370 15,370
oversight
Well services 15,363 15,363
Gain on asset sales
Loss on mark-to-market (257,344 ) (257,344 )
derivatives
Other income, net 1,622 10,220 11,842
Total revenue 627,389 988,852 (32,768 ) 1,583,473
Costs and expenses:
Well construction and 298,666 298,666
completion
Gas and oil production 44,601 (8,866 ) 35,735
Transmission,
gathering and 24,293 992,113 (23,902 ) 992,504
processing
Well services 7,815 7,815
General and 43,916 14,676 58,592
administrative
Depreciation,
depletion and 68,339 61,200 129,539
amortization
Total costs and 487,630 1,067,989 (32,768 ) 1,522,851
expenses
Operating income 139,759 (79,137 ) 60,622
(loss)
Interest expense (42,580 ) (63,958 ) (106,538 )
Income (loss) from
continuing operations
before income 97,179 (143,095 ) (45,916 )
tax provision
(benefit)
Provision for income 12,288 12,288
taxes
Net income (loss) from 84,891 (143,095 ) (58,204 )
continuing operations
Discontinued 20,181 20,181
operations
Net income (loss) 84,891 (122,914 ) (38,023 )
Income attributable to
non-controlling
(60,811 ) (60,811 )
interests - E&P
Operations
(Income) loss
attributable to
non-controlling
interests - Atlas (7,793 ) 129,381 121,588
Pipeline and Atlas
Pipeline
Holdings
Net income (loss)
attributable to common $ 24,080 $ (130,707 ) $ 129,381 $ 22,754
shareholders
ATLAS ENERGY, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited; in thousands, except per share data)
September 30, 2009
Atlas Pipeline
and Atlas
Atlas Pipeline
ASSETS Energy Holdings Eliminations Consolidated
Current assets:
Cash and cash $ 30,105 $ 5,588 $ $ 35,693
equivalents
Accounts receivable 95,285 70,267 (19,658 ) 145,894
Current portion of 84,446 4,514 88,960
derivative asset
Prepaid expenses and 13,466 15,315 28,781
other
Current assets of
discontinued operations
Total current assets 223,302 95,684 (19,658 ) 299,328
Property, plant and 2,010,163 1,698,226 3,708,389
equipment, net
Goodwill and intangible 38,225 174,480 212,705
assets, net
Long-term derivative 40,425 1,980 42,405
asset
Investment in joint 133,740 133,740
venture
Investment in 114,156 (114,156 )
subsidiaries
Other assets, net 40,147 35,012 75,159
Long-term assets of
discontinued operations
$ 2,466,418 $ 2,139,122 $ (133,814 ) $ 4,471,726
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of $ $ 31,658 $ (19,658 ) $ 12,000
long-term debt
Accounts payable 86,223 19,706 105,929
Liabilities associated 16,590 16,590
with drilling contracts
Accrued producer 45,539 45,539
liabilities
Current portion of 5,106 41,464 46,570
derivative liability
Accrued and other 157,236 31,547 188,783
current liabilities
Current liabilities of
discontinued operations
Total current 265,155 169,914 (19,658 ) 415,411
liabilities
Long-term debt, less 872,455 1,243,050 2,115,505
current portion
Deferred tax liability 51,158 51,158
Long-term derivative 24,591 9,256 33,847
liability
Other long-term 71,514 448 71,962
liabilities
Stockholders' equity:
Stockholders' equity 1,131,025 (1,893 ) 1,893 1,131,025
Accumulated other 50,351 (8,427 ) 8,427 50,351
comprehensive income
1,181,376 (10,320 ) 10,320 1,181,376
Non-controlling 169 726,774 (124,476 ) 602,467
interests
Total stockholders' 1,181,545 716,454 (114,156 ) 1,783,843
equity
$ 2,466,418 $ 2,139,122 $ (133,814 ) $ 4,471,726
ATLAS ENERGY, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited; in thousands, except per share data)
December 31, 2008
Atlas Pipeline
and Atlas
Atlas Pipeline
ASSETS Energy Holdings Eliminations Consolidated
Current assets:
Cash and cash $ 97,211 $ 7,285 $ $ 104,496
equivalents
Accounts receivable 93,101 79,326 172,427
Current portion of 107,765 44,961 152,726
derivative asset
Prepaid expenses and 46,681 10,998 57,679
other
Current assets of 13,441 13,441
discontinued operations
Total current assets 344,758 156,011 500,769
Property, plant and 1,963,804 1,781,011 3,744,815
equipment, net
Goodwill and intangible 39,004 193,647 232,651
assets, net
Long-term derivative 69,451 69,451
asset
Investment in joint
venture
Investment in 228,089 (228,089 )
subsidiaries
Other assets, net 30,845 25,185 56,030
Long-term assets of 242,165 242,165
discontinued operations
$ 2,675,951 $ 2,398,019 $ (228,089 ) $ 4,845,881
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of $ $ $ $
long-term debt
Accounts payable 74,154 66,571 140,725
Liabilities associated 96,883 96,883
with drilling contracts
Accrued producer 66,846 66,846
liabilities
Current portion of 12,829 60,947 73,776
derivative liability
Accrued and other 122,563 15,861 138,424
current liabilities
Current liabilities of 10,572 10,572
discontinued operations
Total current 306,429 220,797 527,226
liabilities
Long-term debt, less 873,655 1,539,427 2,413,082
current portion
Deferred tax liability 242,058 242,058
Long-term derivative 10,771 48,332 59,103
liability
Other long-term 74,270 574 74,844
liabilities
Stockholders' equity:
Stockholders' equity 390,372 (5,463 ) 5,463 390,372
Accumulated other 21,143 (15,788 ) 15,788 21,143
comprehensive income
411,515 (21,251 ) 21,251 411,515
Non-controlling 757,253 610,140 (249,340 ) 1,118,053
interests
Total stockholders' 1,168,768 588,889 (228,089 ) 1,529,568
equity
$ 2,675,951 $ 2,398,019 $ (228,089 ) $ 4,845,881
ATLAS ENERGY RESOURCES, LLC
STAND-ALONE STATEMENTS OF OPERATIONS DATA
(unaudited; in thousands, except per unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Revenues:
Well construction and $ 81,496 $ 116,987 $ 257,231 $ 343,466
completion
Gas and oil production 65,986 81,234 207,908 236,417
Administration and oversight 3,150 5,216 9,644 15,370
Well services 5,012 5,298 14,911 15,362
Gathering 6,098 4,886 16,210 15,151
Other income, net 201 325 280 844
Total revenues 161,943 213,946 506,184 626,610
Costs and expenses:
Well construction and 69,138 101,727 218,236 298,666
completion
Gas and oil production 12,127 16,315 39,421 44,601
Well services 2,378 2,753 6,922 7,815
Gathering 7,973 4,625 18,951 14,358
General and administrative 20,573 11,952 47,390 36,030
Depreciation, depletion and 24,563 23,586 79,866 68,344
amortization
Loss on asset sale 1,444 -- 5,694 --
Total costs and expenses 138,196 160,958 416,480 469,814
Operating income 23,747 52,988 89,704 156,796
Interest expense (19,162 ) (14,798 ) (47,270 ) (42,666 )
Net income 4,585 38,190 42,434 114,130
Income attributable to (14 ) (10 ) (44 ) (48 )
non-controlling interests
Net income attributable to $ 4,571 $ 38,180 $ 42,390 $ 114,082
owner's/members' interests
Allocation of ne
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