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

November 3, 2009 6:54 PM EST

PHILADELPHIA--(BUSINESS WIRE)-- Atlas Pipeline Partners, L.P. (NYSE: APL) ("APL" or the "Partnership") today reported financial results for the third quarter 2009.

Highlights from the third quarter 2009 and recent events include the following:

    --  Adjusted earnings before interest, income taxes, depreciation and
        amortization ("adjusted EBITDA"), a non-GAAP measure, was $29.3 million
        in the third quarter 2009 compared to $80.7 million for the prior year
        comparable quarter. Adjusted EBITDA for the third quarter 2009 included
        approximately $19.0 million of realized losses from legacy derivative
        positions, partially offset by a realized cash gain on asset sales of
        approximately $1.5 million. A reconciliation of non-GAAP measures,
        including adjusted EBITDA and distributable cash flow, is provided
        within the financial tables of this release;
    --  Excluding the approximately $1.5 million gain on asset sales and the
        approximately $19.0 million of realized hedge losses in the third
        quarter 2009 discussed above, adjusted EBITDA would have been $46.8
        million compared with adjusted EBITDA of $80.7 million for the prior
        year comparable quarter. The decrease between periods was primarily due
        to lower overall commodity prices combined with reduced earnings
        resulting from the sale of income-generating assets during the second
        quarter of 2009;
    --  Net loss was $12.3 million compared with net income of $201.2 million
        for the prior year third quarter. The decrease between periods was
        primarily due to mark to market gains on certain derivatives in the
        prior year period as a result of the decline in crude oil prices, as
        well as overall lower commodity prices in the current period; and
    --  The Partnership closed the sale of the Sweetwater II processing facility
        ("Sweetwater II"), a redundant natural gas processing facility, to Penn
        Virginia Resource Partners, LP. The property sold had been superseded by
        the Partnership's new Nine Mile processing facility completed earlier
        this year and is likewise located in western Oklahoma. Total proceeds
        from the transaction of approximately $22.6 million were used to reduce
        indebtedness.

"We are pleased to report another quarter of solid performance," said Eugene N. Dubay, chief executive officer of Atlas Pipeline Partners, L.P. "For the quarter, we received average natural gas liquids price of $0.75, up 12% versus our second quarter 2009 price of $0.67. Since the end of the quarter, our margins have further improved as the outlook for NGLs has strengthened on increasing economic fundamentals. While the past year has been challenging, we are making significant progress on our initiatives to maximize the capacity of our systems, and to improve our balance sheet for the benefit of all stakeholders. We are confident we can deliver on all these objectives."

Midkiff Consolidator Plant

The Partnership and Pioneer Natural Resources Company (NYSE: PXD), which owns a 27.2% undivided interest, are in the process of upgrading the processing facilities on the Midkiff-Benedum system in the Permian Basin of western Texas. The Consolidator gas plant is being constructed at APL's Midkiff location and is progressing on budget and on schedule for a mid-November 2009 startup. The Consolidator plant will extract an incremental 3,200 barrels per day ("bpd") of natural gas liquids ("NGL") (primarily ethane) from existing processed natural gas volumes and will also offer increased reliability, reduced emissions and additional operating efficiencies. The new cryogenic plant also provides an incremental 40 million cubic feet per day ("mmcf/d") of processing capacity to pursue the numerous growth prospects in the Spraberry area and the ability to accommodate the robust 2010 drilling programs by producers in the Permian Basin of Western Texas.

Mid-Continent Segment Results

    --  The Velma system's average natural gas processed volume was 78.7 Mmcfd
        for the third quarter 2009, an increase of approximately 29.2% compared
        with the prior year comparable quarter. This increase is primarily due
        to the expansion of the gathering system and connections made to new
        production through the recently installed Madill to Velma pipeline.
        Average NGL production also increased to 8,922 bpd, an increase of 35.3%
        compared to the prior year third quarter.
    --  The western Oklahoma systems, comprised of the Elk City/Sweetwater and
        Chaney Dell complexes, had average NGL production of 24,168 bpd and
        average natural gas processed volume was 402.7 Mmcfd for the third
        quarter 2009. System volumes were impacted by decreased drilling in
        western Oklahoma and producer well shut-ins because of lower natural gas
        prices.
    --  The Midkiff/Benedum system's average natural gas processed volume was
        152.3 Mmcfd for the third quarter 2009, an increase of approximately
        11.5% compared with the prior year comparable quarter. Average gross NGL
        production volumes increased to 19,926 bpd, up 5.3% when compared to the
        prior year comparable quarter.

Appalachia Segment Results

    --  Gross margin for the Appalachia segment, including $1.4 million of
        equity income from its interest in Laurel Mountain Midstream, LLC
        ("Laurel Mountain") was $2.9 million for the third quarter 2009 compared
        with $10.1 million for the prior year comparable quarter. The decrease
        is due to APL's contribution of the majority of the Appalachia system to
        Laurel Mountain, the joint venture established between the Partnership
        and The Williams Companies (NYSE: WMB), in which APL has a 49% ownership
        interest. Laurel Mountain generated $9.6 million in revenues and $2.4
        million in net income during third quarter 2009.
    --  Gross throughput volume on the Appalachia system, including 100% of the
        volumes of Laurel Mountain, increased to 106.0 Mmcfd for the third
        quarter 2009, an increase of approximately 15.4% compared with the prior
        year third quarter, resulting from the connection of new wells to the
        Appalachia gathering system from drilling activity by APL's affiliate,
        Atlas Energy Inc. (NASDAQ: ATLS).

Corporate and Other

    --  General and administrative expense, including amounts reimbursed to
        affiliates, was $8.8 million for the third quarter 2009 compared with
        income of $2.7 million for the prior year third quarter. The prior year
        third quarter included a $13.3 million gain related to a non-cash
        mark-to-market reduction in share-based compensation expense. Excluding
        this gain, general and administrative expense decreased $1.8 million
        compared to third quarter 2008.
    --  Depreciation and amortization increased to $21.9 million for the third
        quarter 2009 compared with $20.7 million for the prior year third
        quarter due primarily to expansion capital expenditures incurred
        subsequent to third quarter 2008, offset by the sale of certain assets
        in the second quarter 2009.
    --  Net of deferred financing costs, interest expense increased to $26.5
        million for the third quarter 2009 as compared with $20.8 million for
        the comparable prior year period. This increase was primarily due to an
        increase in the interest rate on our revolver and senior secured term
        loans as a result of the amendment to our credit facility in May 2009,
        offset by a $183 million diminution in debt outstanding.
    --  At September 30, 2009, the Partnership had $1.243 billion of total debt
        which includes $433.5 million outstanding on its term loan that matures
        in 2014, $494.5 million of 8 1/8% and 8 7/8% senior unsecured notes that
        mature in 2015 and 2018, respectively, and $315.0 million of outstanding
        borrowings under its $380.0 million revolving credit facility that
        matures in 2013. Up to $50.0 million of the credit facility may be
        utilized for letters of credit, of which $9.1 million was outstanding at
        September 30, 2009. Remaining available borrowings on the credit
        facility are $55.9 million.
    --  The credit facility contains customary covenants, including maintaining
        the following ratios as of the fiscal quarter ending September 30, 2009:

        o Maximum Leverage - 6.50x
        o Maximum Senior Secured Leverage - 3.75x
        o Minimum Interest Coverage - 2.50x

          The Partnership is in compliance with all of its covenants under the
          credit facility. As of September 30, 2009, the Partnership's Leverage
          ratio was 4.2x, its Senior Secured Leverage ratio was 2.5x, and its
          Interest Coverage ratio was 3.3x.

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

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 and 15,000 $1,000 par value 12% preferred limited partner units of Atlas Pipeline Partners, L.P.

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 Partners, 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 the Partnership 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 Pipeline's reports filed with the SEC, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K.


ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES

Financial Summary

(unaudited; in thousands)

                            Three Months Ended        Nine Months Ended

                            September 30,             September 30,

                            2009         2008(1)      2009(1)      2008(1)

Revenue:

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

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

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

Equity income in joint        1,430                     2,140
venture

Gain on asset sales           1,499                     111,440

Other income (loss), net      4,065        153,878      (6,431  )    (247,136  )

Total revenue and other       206,533      568,658      663,078      988,840
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    8,379        (3,832  )    24,846       8,325

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

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

Interest                      28,320       22,098       75,820       62,663

Total costs and expenses      218,856      374,032      627,734      1,127,994

Income (loss) from            (12,323 )    194,626      35,344       (139,154  )
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)             (12,323 )    201,164      97,839       (118,125  )

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

Preferred unit dividends                   (650    )    (900    )    (1,437    )

Preferred unit imputed                                               (505      )
dividend cost

Net income (loss)
attributable to common      $ (13,277 )  $ 197,923    $ 94,864     $ (127,860  )
limited partners and the
general partner

See footnotes at the end of this earnings release.




ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES

Financial Summary

(unaudited; in thousands, except per unit amounts)

                               Three Months Ended       Nine Months Ended

                               September 30,            September 30,

                               2009         2008(1)     2009(1)     2008(1)

Allocation of net income
(loss) attributable to common
limited partners and the
general partner:

Common limited partner
interest:

Continuing operations          $ (13,011 )  $ 179,466   $ 31,718    $ (168,897 )

Discontinued operations          -            6,406       61,239      20,606

                                 (13,011 )    185,872     92,957      (148,291 )

General partner interest:

Continuing operations            (266    )    11,919      651         20,008

Discontinued operations          -            132         1,256       423

                                 (266    )    12,051      1,907       20,431

Net income (loss)
attributable to common
limited partners and the
general partner:

Continuing operations            (13,277 )    191,385     32,369      (148,889 )

Discontinued operations          -            6,538       62,495      21,029

                               $ (13,277 )  $ 197,923   $ 94,864    $ (127,860 )

Net income (loss)
attributable to common
limited partners per unit:

Basic:

Continuing operations          $ (0.26   )  $ 3.89      $ 0.67      $ (4.07    )

Discontinued operations          -            0.14        1.29        0.50

                               $ (0.26   )  $ 4.03      $ 1.96      $ (3.57    )

Diluted:

Continuing operations          $ (0.26   )  $ 3.79      $ 0.67      $ (4.07    )

Discontinued operations          -            0.14        1.29        0.50

                               $ (0.26   )  $ 3.93      $ 1.96      $ (3.57    )

Weighted average common
limited partner units
outstanding:

Basic                            49,127       45,937      47,554      41,360

Diluted                          49,127       47,203      47,591      41,360

Capital expenditure data:

Maintenance capital            $ 1,460      $ 1,490     $ 3,561     $ 4,976
expenditures

Expansion capital                5,656        80,224      134,049     218,792
expenditures

Total                          $ 7,116      $ 81,714    $ 137,610   $ 223,768

See footnotes at the end of this earnings release.




ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited; in thousands)

                                                    September 30,  December 31,
ASSETS
                                                    2009           2008

Current assets:

Cash and cash equivalents                           $ 5,261        $ 1,445

Accounts receivable affiliates                        -              537

Accounts receivable                                   71,118         100,000

Current portion of derivative asset                   4,514          44,961

Prepaid expenses and other                            15,304         10,996

Current assets of discontinued operations                            13,441

Total current assets                                  96,197         171,380

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                                     34,938         24,993

Long-term assets of discontinued operations                          242,165

                                                    $ 2,139,561    $ 2,413,196

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:

Accounts payable affiliates                         $ 798          $

Accounts payable                                      19,706         66,571

Accrued liabilities                                   31,411         15,809

Current portion of derivative liability               41,019         60,396

Accrued producer liabilities                          45,539         66,846

Current liabilities of discontinued operations                       10,572

Total current liabilities                             138,473        220,194

Long-term derivative liability                        9,256          48,159

Long-term debt, less current portion                  1,243,050      1,493,427

Other long-term liability                             448            574

Commitments and contingencies

Partners' capital:

Class A preferred limited partner's interest                         27,853

Class B preferred limited partner's interest          14,955         10,007

Common limited partners' interests                    823,195        735,742

Investment in Class B cumulative preferred member
units of Atlas Pipeline Holdings II, LLC (reported    (15,000   )
as treasury units)

General partner's interest                            16,581         14,521

Accumulated other comprehensive loss                  (61,142   )    (104,944  )

                                                      778,589        683,179

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

Total partners' capital                               748,334        650,842

                                                    $ 2,139,561    $ 2,413,196

See footnotes at the end of this earnings release.




ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES

Segment Information

(in thousands)

                            Three Months Ended        Nine Months Ended

                            September 30,             September 30,

                            2009         2008(1)      2009(1)      2008(1)

Mid-Continent

Revenue:

Natural gas and liquids     $ 194,438    $ 395,621    $ 525,891    $ 1,183,487

Transportation,               3,632        5,741        10,644       15,840
compression and other fees

Gain on asset sale            2,493        -            2,493        -

Other income (loss), net      4,797        153,805      (5,838  )    (247,409  )

Total revenue and other       205,360      555,167      533,190      951,918
loss, net

Costs and expenses:

Natural gas and liquids       145,001      313,763      409,152      936,313

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

General and administrative    6,028        (5,380  )    19,298       3,283

Depreciation and              21,743       19,064       64,111       56,597
amortization

Total costs and expenses      187,534      344,099      535,274      1,042,611

Segment profit (loss)       $ 17,826     $ 211,068    $ (2,084  )  $ (90,693   )

Appalachia

Revenue:

Natural gas and liquids     $ 2          $ 1,118      $ 587        $ 3,201

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

Transportation,
compression and other fees    1,087        384          1,930        952
- third parties

Equity income in joint        1,430        -            2,140        -
venture

Gain on asset sale            (994    )    -            108,947      -

Other income, net             91           73           230          273

Total revenue and other       1,996        13,491       130,711      36,922
income, net

Costs and expenses:

Natural gas and liquids       (11     )    552          259          1,539

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

General and administrative    1,363        1,361        3,337        4,368

Depreciation and              153          1,677        3,452        4,603
amortization

Total costs and expenses      1,639        6,473        13,304       18,352

Segment profit              $ 357        $ 7,018      $ 117,407    $ 18,570

Reconciliation of segment
profit (loss) to net
income (loss):

Segment profit (loss):

Mid-Continent               $ 17,826     $ 211,068    $ (2,084  )  $ (90,693   )

Appalachia                    357          7,018        117,407      18,570

Total segment income          18,183       218,086      115,323      (72,123   )
(loss)

Corporate general and         (1,363  )    (1,362  )    (3,336  )    (4,368    )
administrative expenses

Other loss, net               (823    )    -            (823    )    -

Interest expense              (28,320 )    (22,098 )    (75,820 )    (62,663   )

Income (loss) from            (12,323 )    194,626      35,344       (139,154  )
continuing operations

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

Net income (loss)           $ (12,323 )  $ 201,164    $ 97,839     $ (118,125  )

See footnotes at the end of this earnings release.




ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES

(unaudited; in thousands)

                            Three Months Ended         Nine Months Ended

                            September 30,              September 30,

                            2009         2008(1)       2009         2008(1)

Reconciliation of net
income (loss) to other
non-GAAP measures(2):

Net income (loss)           $ (12,323 )  $ 201,164     $ 97,839     $ (118,125 )

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

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

Interest expense              28,320       22,098        75,820       62,663

NOARK depreciation and
amortization (included        -            1,809         2,773        5,409
within income from
discontinued operations)

NOARK asset impairment
(included within income                    -                          7,962
from discontinued
operations)

NOARK interest expense
(income) (included within     -            (252     )    29           (1,051   )
income from discontinued
operations)

EBITDA                        36,939       242,969       241,949      10,265

Non-cash derivative           (6,709  )    (221,984 )    39,806       36,019
expense

Early termination cash                     71,516        5,000        187,641
derivative expense(3)

Non-recurring crude oil to
natural gas liquids price                  -                          10,653
correlation impact(4)

Non-cash portion of gain      -                          (79,733 )
on asset sale(5)

Non-cash linefill (gain)      (1,122  )    913           (3,338  )    (1,443   )
loss(6)

Non-cash compensation         238          (12,673  )    497          (14,273  )
expense (income)

Adjusted EBITDA               29,346       80,741        204,181      228,862

Interest expense              (28,320 )    (22,098  )    (75,820 )    (62,663  )

NOARK interest income
(expense) (included within    -            252           (29     )    1,051
income from discontinued
operations)

Amortization of deferred      1,796        1,042         6,449        3,650
financing costs

Preferred unit dividends                   (650     )    (900    )    (1,437   )

Maintenance capital           (1,459  )    (1,490   )    (3,560  )    (4,976   )
expenditures

NOARK maintenance capital
expenditures (included        -            (221     )    (454    )    (399     )
within discontinued
operations)

Distributable cash flow     $ 1,363      $ 57,576      $ 129,867    $ 164,088




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

       EBITDA, adjusted EBITDA and distributable cash flow are non-GAAP
       (generally accepted accounting principles) financial measures under the
       rules of the Securities and Exchange Commission. Management of the
       Partnership believes that EBITDA, adjusted EBITDA and distributable cash
       flow provide additional information for evaluating the Partnership's
       ability to make distributions to its common unitholders and the general
       partner, among other things. These measures are widely used by commercial
  (2)  banks, investment bankers, rating agencies and investors in evaluating
       performance relative to peers and pre-set performance standards. EBITDA
       and adjusted EBITDA are also financial measurements that, with certain
       negotiated adjustments, are utilized within the Partnership's financial
       covenants under its credit facility. EBITDA, adjusted EBITDA and
       distributable 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.

       During the three months ended March 31, 2009, the Partnership made net
       payments of $5.0 million related to the early termination of derivative
       contracts for second quarter 2009 production periods. These payments were
       funded through the Partnership's March 2009 issuance of 5,000 12.0%
       convertible preferred units of limited partner interests to Atlas
       Pipeline Holdings, L.P. (NYSE: AHD), the owner of the Partnership's
  (3)  general partner, for cash consideration of $1,000 per preferred unit. The
       Partnership had previously entered into an amendment to its credit
       facility to revise the definition of Consolidated EBITDA to allow for the
       add-back of charges relating to the early termination of certain
       derivative contracts for debt covenant calculation purposes when the
       early termination of derivative contracts is funded through the issuance
       of equity.

       Represents the non-recurring impact generated from the decline in the
       price correlation of crude oil and natural gas liquids during the second
       quarter 2008 and the resulting impact it had on certain crude oil
       derivative instruments ("proxy hedges") which the Partnership intended to
       mitigate the effect of commodity price movements on the ethane and
       propane portion of its natural gas liquid production volume. These
       derivative instruments were put in place simultaneously with the
       Partnership's acquisition of the Chaney Dell and Midkiff/Benedum systems
  (4)  in July 2007 and have become less effective as a result of significant
       increases in the price of crude oil and less significant increases in the
       price of ethane and propane. During 2008, the Partnership closed the
       derivative positions it had on approximately 85% of the ethane and
       propane portion of its NGL production volume for the periods from the 2nd
       quarter 2008 through the 4th quarter of 2009 for an aggregate net cost of
       $274.0 million. As such, the Partnership's future cash flow should more
       accurately reflect the revenues generated from its ethane and propane
       volumes produced in its natural gas processing operations.

       Represents the portion of the gain on sale recognized upon the sale of
       the Partnership's Appalachia gathering system related to the $25.5
  (5)  million note receivable from which the Partnership has preferential
       rights to the net proceeds and the portion of the gain attributed to the
       increase of the Partnership's investment in the Laurel Mountain joint
       venture to fair value.

  (6)  Includes the non-cash impact of commodity price movements on pipeline
       linefill inventory.




ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES

Operating Highlights

                                           Three Months Ended  Nine Months Ended

                                           September 30,       September 30,

                                           2009     2008       2009     2008

Mid-Continent - Velma System(1)

Natural Gas

Gross natural gas gathered - mcfd          81,562   64,386     75,919   64,103

Gross natural gas processed - mcfd         78,714   60,902     73,351   60,972

Gross residue natural gas - mcfd           62,219   48,300     57,959   48,158

Natural Gas Liquids

Gross NGL sales - bpd                      8,922    6,595      8,158    6,758

Condensate

Gross condensate sales - bpd               389      308        383      286

Mid-Continent - Elk City/Sweetwater
System(1)

Natural Gas

Gross natural gas gathered - mcfd          211,287  279,145    228,630  292,307

Gross natural gas processed - mcfd         200,182  243,409    223,438  236,520

Gross residue natural gas - mcfd           181,011  219,945    203,034  213,668

Natural Gas Liquids

Gross NGL sales - bpd                      10,792   11,486     11,361   10,874

Condensate

Gross condensate sales - bpd               260      251        374      299

Mid-Continent - Chaney Dell System(1)

Natural Gas

Gross natural gas gathered - mcfd          268,723  300,467    282,756  278,906

Gross natural gas processed - mcfd         202,516  234,529    216,407  246,365

Gross residue natural gas - mcfd           218,420  250,994    238,167  238,264

Natural Gas Liquids

Gross NGL sales - bpd                      13,376   14,128     13,574   13,299

Condensate

Gross condensate sales - bpd               750      759        861      774

Mid-Continent - Midkiff/Benedum System(1)

Natural Gas

Gross natural gas gathered - mcfd          166,423  143,224    160,631  145,300

Gross natural gas processed - mcfd         152,314  136,656    149,516  138,178

Gross residue natural gas - mcfd           104,895  84,372     103,078  92,352

Natural Gas Liquids

Gross NGL sales - bpd                      19,926   18,920     21,006   20,029

Condensate

Gross condensate sales - bpd               1,942    1,573      1,426    1,288

Appalachia(1)

Average throughput volume - mcfd(2)        105,989  91,829     104,009  84,007




(1)  "Mcf" represents thousand cubic feet; "Mcfd" represents thousand cubic feet
     per day; "Bpd" represents barrels per day.

     Effective May 31, 2009, this amount represents 100% of the throughput
     volume of Laurel Mountain, a joint venture in which the Partnership has a
(2)  49% ownership interest, for the period from May 31, 2009, the date of
     inception, through September 30, 2009 and the throughput volume of its
     Tennessee gathering system.




ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES

Current Hedge Positions through 2010

(as of November 3, 2009)

Note: The natural gas, natural gas liquid and condensate hedge positions shown
below represent the hedge contracts in place through December 31, 2010. APL's
hedge position in its entirety, including any hedges for periods after December
31, 2010, will be disclosed in the Partnership's Form 10-Q.




INTEREST RATE HEDGES

Swap Contracts

                  Notional

 Term             Amount          Type

 January 2008-

 January 2010     $200,000,000    Pay 2.88% --Receive LIBOR

 April 2008-

 April 2010       $250,000,000    Pay 3.14% --Receive LIBOR




NATURAL GAS HEDGES

Natural Gas Sales - Fixed Price Swaps

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              120,000     -           -          -          -
 (MMBTU)(1)

 Average
              $8.000      -           -          -          -
 Fixed Price

Natural Gas Basis Sales

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              1,230,000   1,110,000   1,110,000  -          -
 (MMBTU)(1)

 Average
              $(0.558)    $(0.575)    $(0.575)   -          -
 Fixed Price

Natural Gas Purchases - Fixed Price Swaps

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              2,580,000   2,190,000   2,190,000  -          -
 (MMBTU)(1)

 Average
              $8.687      $8.635      $8.635     -          -
 Fixed Price

Natural Gas Basis Purchases

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              3,690,000   3,300,000   3,300,000  -          -
 (MMBTU)(1)

 Average
              $(0.659)    $(0.560)    $(0.560)   -          -
 Fixed Price

NATURAL GAS LIQUID (NGLs) HEDGES

NGLs Sales - Fixed Price Swaps

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              5,544,000   -           -          -          -
 (gallons)

 Average
              $0.754      -           -          -          -
 Fixed Price

Ethane Put Options Purchased

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              630,000     -           -          -          -
 (gallons)

 Average
              $0.340      -           -          -          -
 Price(2)

Propane Put Options Purchased

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              15,246,000  18,270,000  -          -          -
 (gallons)

 Average
              $0.820      $0.845      -          -          -
 Price(2)

Isobutane Put Options Purchased

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              126,000     -           -          -          -
 (gallons)

 Average
              $0.589      -           -          -          -
 Price(2)

Normal Butane Put Options Purchased

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              3,654,000   3,654,000   -          -          -
 (gallons)

 Average
              $0.943      $1.038      -          -          -
 Price(2)

Natural Gasoline Put Options Purchased

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              3,906,000   3,906,000   -          -          -
 (gallons)

 Average
              $1.341      $1.345      -          -          -
 Price(2)

Crude Oil Put Options Purchased (associated with NGLs, normal butane,
isobutane

and natural gasoline)

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              165,000     172,500     181,500    66,000     66,000
 (barrels)

 Average
              $63.53      $61.20      $63.05     $58.81     $58.81
 Price(2)

Crude Oil Call Options Sold (associated with NGLs)

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              527,700     1,314,750   1,314,750  249,000    249,000
 (barrels)

 Average
              $84.80      $82.81      $82.89     $103.85    $103.85
 Price(2)

Crude Oil Call Options Purchased (associated with NGLs)(3)

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              -           270,000     270,000    87,000     87,000
 (barrels)

 Average
              -           $131.93     $131.93    $132.93    $132.93
 Price(2)

CONDENSATE HEDGES

Crude Oil Sales (associated with condensate)

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              6,000       -           -          -          -
 (barrels)

 Average
              $62.70      -           -          -          -
 Price(2)

Crude Oil Put Options Purchased (associated with condensate)

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              117,000     121,500     121,500    84,000     84,000
 (barrels)

 Average
              $64.15      $64.30      $65.57     $63.79     $65.09
 Price(2)

Crude Oil Call Options Sold (associated with condensate)

              4Q 2009     1Q 2010     2Q 2010    3Q 2010    4Q 2010

 Volumes
              76,500      85,500      85,500     31,500     31,500
 (barrels)

 Average
              $84.96      $83.92      $83.96     $99.33     $99.35
 Price(2)




(1)  MMBTU represents million British Thermal Units

(2)  Average price for options is based upon average strike price adjusted by
     the premium paid or received.

     Calls were purchased for 2010 to offset positions for calls sold. These
(3)  offsetting positions were entered into to limit the loss which could be
     incurred if crude oil prices continued to rise.




    Source: Atlas Pipeline Partners, L.P.


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