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

ATLAS ENERGY, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per unit data)

Three Months Ended

Six Months Ended

June 30,

June 30,

Revenues:

2014

2013

2014

2013

      Gas and oil production

$      110,694

$         47,094

$      211,519

$        93,158

      Well construction and completion

16,336

24,851

65,713

81,329

      Gathering and processing

721,259

535,922

1,432,239

956,009

      Administration and oversight

4,166

3,391

5,895

4,476

      Well services

6,365

4,864

11,844

9,680

      Gain (Loss) on mark-to-market derivatives⁽¹⁾

(6,367)

27,107

(15,038)

15,024

Other, net

(564)

566

17

6,221

          Total revenues

851,889

643,795

1,712,189

1,165,897

Costs and expenses:

      Gas and oil production

43,828

19,035

82,586

34,251

      Well construction and completion

14,206

21,609

57,142

70,721

      Gathering and processing

612,050

453,868

1,217,004

805,609

      Well services       

2,426

2,305

4,908

4,623

      General and administrative

55,976

53,874

104,416

94,532

Depreciation, depletion and amortization

109,626

68,580

210,904

120,246

          Total costs and expenses       

838,112

619,271

1,676,960

1,129,982

Operating income

13,777

24,524

35,229

35,915

Gain (loss) on asset sales and disposal

48,477

(2,191)

46,874

(2,893)

Interest expense

(40,819)

(27,531)

(82,133)

(53,341)

Loss on early extinguishment of debt

—

(19)

—

(26,601)

Net income (loss) before tax

21,435

(5,217)

(30)

(46,920)

Income tax benefit

498

28

896

37

Net income (loss)

21,933

(5,189)

866

(46,883)

Loss (income) attributable to non-controlling interests    

(31,956)

(3,058)

(24,814)

26,040

Net loss attributable to common limited

       partners

$       (8,247)

$       (23,948)

$       (20,843)

Net loss attributable to common limited partners per unit:

Basic and Diluted

$          (0.19)

$          (0.16)

$          (0.46)

$          (0.41)

Weighted average common limited partner units outstanding:

Basic and Diluted

51,886

51,380

51,689

51,375

⁽¹⁾  Consists principally of hydrocarbon derivative gains / (losses) that relate to the operating activities of ATLS's consolidated subsidiary, APL. The underlying hydrocarbon derivatives do not represent present or potential future obligations of ATLS.

ATLAS ENERGY, L.P.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands)

June 30,

December 31,

ASSETS

2014

2013

Current assets:

      Cash and cash equivalents

$             21,052

$             23,501

      Accounts receivable

345,353

279,464

      Current portion of derivative asset

255

2,066

      Subscriptions receivable

16,336

47,692

      Prepaid expenses and other

47,950

27,612

          Total current assets

430,946

380,335

Property, plant and equipment, net

5,726,842

4,910,875

Intangible assets, net

634,913

697,234

Investment in joint ventures

179,054

248,301

Goodwill, net

397,547

400,356

Long-term derivative asset

4,632

30,868

Other assets, net

131,684

124,672

$        7,505,618

$        6,792,641

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:

      Current portion of long-term debt

$               2,720

$               2,924

      Accounts payable 

227,697

149,279

      Liabilities associated with drilling contracts

−

49,377

      Accrued producer liabilities

179,843

152,309

      Current portion of derivative liability

31,816

17,630

      Accrued interest

48,983

47,402

      Accrued well drilling and completion costs

73,582

40,899

      Accrued liabilities

95,025

87,435

          Total current liabilities

659,666

547,255

Long-term debt, less current portion

3,094,092

2,886,120

Deferred income taxes, net

32,394

33,290

Asset retirement obligations and other

116,209

103,100

Commitments and contingencies

Partners' Capital:

      Common limited partners' interests

346,103

361,511

      Accumulated other comprehensive income (loss)

(3,317)

10,338

342,786

371,849

      Non-controlling interests

3,260,471

2,851,027

Total partners' capital 

3,603,257

3,222,876

$         7,505,618

$         6,792,641

ATLAS ENERGY, L.P.

Financial and Operating Highlights

(unaudited)

Three Months Ended

Six Months Ended

June 30,

June 30,

2014

2013

2014

2013

Net loss attributable to common limited partners per unit - basic

$           (0.19)

$        (0.16)

$           (0.46)

$        (0.41)

Cash distributions paid per unit⁽¹⁾

$            0.49

$         0.44

$            0.95

$         0.75

Production volume: ⁽²⁾⁽³⁾

  ATLAS ENERGY:

Natural gas (Mcfd)

12,630

−

12,069

−

Oil (Bpd)

200

−

125

−

Natural gas liquids (Bpd)

118

−

75

−

Total (Mcfed)

14,538

−

13,272

−

  ATLAS RESOURCES:

Natural gas (Mcfd)

226,684

105,638

221,714

106,442

Oil (Bpd)

2,084

1,281

1,827

1,191

Natural gas liquids (Bpd)

3,689

3,386

3,556

3,292

Total (Mcfed)

261,323

133,641

254,016

133,341

  TOTAL:

Natural gas (Mcfd)

239,314

105,638

233,783

106,442

Oil (Bpd)

2,284

1,281

1,953

1,191

Natural gas liquids (Bpd)

3,808

3,386

3,631

3,292

Total (Mcfed)

275,861

133,641

267,288

133,341

Average sales prices:⁽³⁾

  ATLAS ENERGY:

Natural gas (per Mcf) ⁽⁴⁾

$          3.96

$               −

$          3.97

$               −

Oil (per Bbl)

$        96.53

$               −

$        93.77

$               −

Natural gas liquids (per gallon)

$          0.74

$               −

$          0.73

$               −

  ATLAS RESOURCES:

Natural gas (per Mcf) ⁽⁴⁾

$          3.78

$          3.31

$          3.92

$          3.32

Oil (per Bbl)⁽⁵⁾

$        90.66

$        90.90

$        89.12

$        89.97

Natural gas liquids (per gallon) ⁽⁶⁾

$          0.66

$          0.63

$          0.70

$          0.65

  TOTAL:

Natural gas (per Mcf) ⁽⁴⁾

$          3.79

$          3.31

$          3.92

$          3.32

Oil (per Bbl)⁽⁵⁾

$        91.18

$        90.90

$        89.42

$        89.97

Natural gas liquids (per gallon) ⁽⁶⁾

$          0.66

$          0.63

$          0.70

$          0.65

Production costs:⁽³⁾⁽⁷⁾

  ATLAS ENERGY:

Lease operating expenses per Mcfe

$          1.12

$               −

$          1.08

$               −

Production taxes per Mcfe

0.32

−

0.30

−

Transportation and compression expenses per Mcfe

0.13

−

0.30

−

Total production costs per Mcfe

$          1.56

$              −

$          1.68

$              −

  ATLAS RESOURCES:

Lease operating expenses per Mcfe

$          1.24

$          1.21

$          1.21

$          1.09

Production taxes per Mcfe

0.24

0.23

0.26

0.23

Transportation and compression expenses per Mcfe

0.27

0.24

0.28

0.20

Total production costs per Mcfe

$          1.76

$          1.68

$          1.74

$          1.51

  TOTAL:

Lease operating expenses per Mcfe

$          1.23

$          1.21

$          1.20

$          1.09

Production taxes per Mcfe

0.25

0.23

0.26

0.23

Transportation and compression expenses per Mcfe

0.26

0.24

0.28

0.20

Total production costs per Mcfe

$          1.74

$          1.68

$          1.74

$          1.51

ATLAS PIPELINE:

Production volume:⁽³⁾

Gathered gas volume (Mcfd)

1,604,351

1,432,818

1,545,769

1,371,537

Processed gas volume (Mcfd)

1,502,985

1,253,158

1,445,844

1,203,953

Residue gas volume (Mcfd)

1,289,080

1,090,703

1,227,679

1,052,202

NGL volume (Bpd)

122,992

118,966

118,230

108,731

Condensate volume (Bpd)

5,395

4,543

4,852

4,090

Average sales prices:⁽³⁾

Natural gas (per Mcf)

$          4.19

$          3.82

$          4.45

$          3.59

Condensate (per Bbl)

$        95.78

$        89.15

$        92.74

$        88.09

Natural gas liquids (per gallon)

$          0.98

$          0.84

$          1.02

$          0.84

⁽¹⁾ 

Represents the cash distributions declared per limited partner unit for the respective period and paid by ATLS within 50 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter.

⁽²⁾

Production quantities consist of the sum of (i) the proportionate share of production from wells in which ATLS and ARP have a direct interest, based on the proportionate net revenue interest in such wells, and (ii) ARP's proportionate share of production from wells owned by the investment partnerships in which ARP has an interest, based on its equity interest in each such partnership and based on each partnership's proportionate net revenue interest in these wells.

⁽³⁾

"Mcf" and "Mcfd" represent thousand cubic feet and thousand cubic feet per day; "Mcfe" and "Mcfed" represent thousand cubic feet equivalents and thousand cubic feet equivalents per day, and "Bbl" and "Bpd" represent barrels and barrels per day.  Barrels are converted to Mcfe using the ratio of six Mcf's to one barrel.

⁽⁴⁾

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

⁽⁵⁾

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

⁽⁶⁾

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

⁽⁷⁾

Production costs include labor to operate the wells and related equipment, repairs and maintenance, materials and supplies, property taxes, severance taxes, insurance, production overhead and transportation and compression expenses.  These amounts exclude the effects of ARP's proportionate share of lease operating expenses associated with subordination of production revenue to investor partners within ARP's investor partnerships.  Including the effects of these costs, ARP's lease operating expenses per Mcfe were $1.24 per Mcfe ($1.76 per Mcfe for total production costs) and $1.10 per Mcfe ($1.57 per Mcfe for total production costs) for the three months ended June 30, 2014 and 2013, respectively, and $1.17 per Mcfe ($1.71 per Mcfe for total production costs) and $1.00 per Mcfe ($1.42 per Mcfe for total production costs) for the six months ended June 30, 2014 and 2013, respectively. Including the effects of these costs, total lease operating expenses per Mcfe were $1.24 per Mcfe ($1.75 per Mcfe for total production costs) and $1.10 per Mcfe ($1.57 per Mcfe for total production costs) for the three months ended June 30, 2014 and 2013, respectively, and $1.17 per Mcfe ($1.71 per Mcfe for total production costs) and $1.00 per Mcfe ($1.42 per Mcfe for total production costs) for the six months ended June 30, 2014 and 2013, respectively.

ATLAS ENERGY, L.P.

Financial Information

(unaudited; in thousands except per unit amounts)

Three Months Ended

Six Months Ended

June 30,

June 30,

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

2014

2013

2014

2013

Net income (loss)

$        21,933

$       (5,189)

$             866

$     (46,883)

Atlas Resource net loss attributable to ATLS common limited partners

3,186

3,111

4,884

6,449

Atlas Resource cash distributions earned by ATLS⁽²⁾

18,347

13,204

35,844

24,841

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

(8,231)

(3,968)

(11,228)

(3,535)

Atlas Pipeline cash distributions earned by ATLS⁽²⁾

10,677

9,443

20,340

16,815

Development Subsidiary net loss attributable to ATLS common limited partners

368

1,157

801

1,157

Development Subsidiary cash distributions earned by ATLS⁽²⁾

43

−

82

−

Non-recurring spinoff and acquisition costs

−

−

77

−

Amortization of deferred finance costs

495

87

990

146

Depreciation, depletion and amortization

1,679

−

3,261

−

Non-cash stock compensation expense

9,622

5,578

16,987

11,354

Maintenance capital expenditures⁽³⁾

(300)

−

(600)

−

Gain on asset sales and disposal

(3)

−

(3)

−

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

−

227

−

227

Other non-cash adjustments

(210)

417

(111)

249

Loss (income) attributable to non-controlling interests

(31,956)

(3,058)

(24,814)

26,040

Distributable Cash Flow⁽¹⁾

$        25,650

$      21,009

$        47,376

$      36,860

Supplemental Adjusted EBITDA and Distributable Cash Flow Summary:

Atlas Resource Cash Distributions Earned⁽²⁾:

Limited Partner Units

$        14,412

$      11,320

$        28,745

$      22,011

Class A Units (2%)

1,060

697

1,929

1,195

Incentive Distribution Rights

2,875

1,187

5,170

1,635

Total Atlas Resource Cash Distributions Earned⁽²⁾

18,347

13,204

35,844

24,841

per limited partner unit

$            0.583

$       0.540

$            1.163

$      1.050

Atlas Pipeline Cash Distributions Earned⁽²⁾:

Limited Partner Units

3,625

3,568

7,193

6,963

General Partner 2% Interest

1,169

1,074

2,296

2,055

Incentive Distribution Rights

5,883

4,801

10,851

7,797

Total Atlas Pipeline Cash Distributions Earned⁽²⁾

10,677

9,443

20,340

16,815

per limited partner unit

$            0.630

$      0.620

$            1.250

$      1.200

Development Subsidiary Cash Distributions Earned⁽²⁾

43

−

82

−

Total Cash Distributions Earned

29,067

22,647

56,266

41,656

Production Margin

2,821

−

5,100

−

Cash general and administrative expenses⁽⁵⁾

(2,341)

(2,006)

(6,265)

(4,993)

Other, net

405

723

845

728

Adjusted EBITDA⁽¹⁾

29,952

21,364

55,946

37,391

Cash interest expense⁽⁶⁾

(4,002)

(355)

(7,970)

(531)

Maintenance capital expenditures⁽³⁾

(300)

−

(600)

−

Distributable Cash Flow⁽¹⁾

$        25,650

$      21,009

$        47,376

$      36,860

Discretionary adjustments considered by the Board of Directors of the General Partner in the determination of quarterly cash distributions:

Net cash from acquisitions from the effective date through closing date⁽⁷⁾

−

1,470

−

1,470

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

$        25,650

$      22,479

$        47,376

$      38,330

Distributions Paid⁽⁹⁾

$        25,435

$      22,609

$        49,299

$      38,535

per limited partner unit

$              0.49

$          0.44

$              0.95

$          0.75

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

$             215

$          (130)

$         (1,923)

$          (205)

⁽¹⁾

EBITDA and Distributable Cash Flow is relevant and useful because it helps ATLS' investors understand its operating performance, allows for easier comparison of its results with other master limited partnerships ("MLP"), and is a critical component in the determination of quarterly cash distributions. As a MLP, ATLS is required to distribute 100% of available cash, as defined in its limited partnership agreement ("Available Cash") and subject to cash reserves established by its general partner, to investors on a quarterly basis. ATLS refers to Available Cash prior to the establishment of cash reserves as DCF. EBITDA, Adjusted EBITDA and DCF should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. While ATLS's management believes that its methodology of calculating EBITDA, Adjusted EBITDA and DCF is generally consistent with the common practice of other MLPs, such metrics may not be consistent and, as such, may not be comparable to measures reported by other MLPs, who may use other adjustments related to their specific businesses. EBITDA, Adjusted EBITDA and DCF are supplemental financial measures used by ATLS' management and by external users of ATLS' financial statements such as investors, lenders under its credit facilities, research analysts, rating agencies and others to assess its:

- Operating performance as compared to other publicly traded partnerships and other companies in the upstream and midstream energy sectors, without regard to financing methods, historical cost basis or capital structure;

- Ability to generate sufficient cash flows to support its distributions to unitholders;

- Ability to incur and service debt and fund capital expansion;

- The viability of potential acquisitions and other capital expenditure projects; and

- Ability to comply with financial covenants in its credit facility, which is calculated based upon Adjusted EBITDA

DCF is determined by calculating EBITDA, adjusting it for non-cash, non-recurring and other items to achieve Adjusted EBITDA, and then deducting cash interest expense and maintenance capital expenditures. ATLS defines EBITDA as net income (loss) plus the following adjustments:

- Interest expense;

- Income tax expense;

- Depreciation, depletion and amortization

ATLS defines Adjusted EBITDA as EBITDA plus the following adjustments:

- Cash distributions paid by ARP and APL within 45 days after the end of the respective quarter, based upon their distributable cash flow generated during that quarter;

- Asset impairments;

- Acquisition and related costs;

- Non-cash stock compensation;

- (Gains) losses on asset disposal;

- Cash proceeds received from monetization of derivative transactions;

- Amortization of premiums paid on swaption derivative contracts; and

- Other items

ATLS adjusts DCF for non-cash, non-recurring and other items for the sole purpose of evaluating its cash distribution for the quarterly period, with EBITDA and Adjusted EBITDA adjusted in the same manner for consistency. ATLS defines DCF as Adjusted EBITDA less the following adjustments:

- Cash interest expense; and-

- Maintenance capital expenditures

⁽²⁾

Represents the cash distribution paid by ARP, APL and its new Development Subsidiary within 45 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter

⁽³⁾

Production from oil and gas assets naturally decline in future periods and, as such, ATLS recognizes the estimated capitalized cost of stemming such decline in production margin for the purpose of stabilizing its DCF and cash distributions, which it refers to as maintenance capital expenditures. ATLS calculates the estimate of maintenance capital expenditures by first multiplying its forecasted future full year production margin by its expected aggregate production decline of proved developed producing wells. Maintenance capital expenditures are then the estimated capitalized cost of wells that will generate an estimated first year margin equivalent to the production margin decline, assuming such wells are connected on the first day of the calendar year. ATLS does not incur specific capital expenditures expressly for the purpose of maintaining or increasing production margin, but such amounts are a hypothetical subset of wells it expects to drill in future periods on undeveloped acreage already leased. Estimated capitalized cost of wells included within maintenance capital expenditures are also based upon relevant factors, including utilization of public forward commodity exchange prices, current estimates for regional pricing differentials, estimated labor and material rates and other production costs. Generally, estimates for maintenance capital expenditures in the current year are the sum of the estimate calculated in the prior year plus estimates for the decline in production margin from wells connected during the current year and production acquired through acquisitions. ATLS considers expansion capital expenditures to be any capital expenditure costs expended that are not maintenance capital expenditures – generally, this will include expenditures to increase, rather than maintain, production margin in future periods, as well as land, gathering and processing, and other non-drilling capital expenditures

⁽⁴⁾

Swaption derivative contracts grant ATLS the option to enter into a swap derivative transaction to hedge future production period sales prices for a stated option period, which generally have a duration of a few months and commences upon entering into the derivative contract, in return for an upfront premium. The amounts included within the reconciliation reflect the amortization of premiums ATLS paid to enter into swaption derivative contracts for certain acquired volumes over the option period. Generally, ATLS enters into swaption derivative contracts to hedge acquired volumes after the announcement of the signed definitive purchase and sale agreement to acquire the oil and gas properties, but before it closes on the transaction, as its senior secured revolving credit agreement does not allow it to hedge production volume until it owns such volumes. ATLS excludes such costs in its determination of DCF, Adjusted EBITDA and cash distributions for the respective period as they are specific to the related transaction

⁽⁵⁾

Excludes non-cash stock compensation expense and certain non-recurring spinoff costs and acquisition and related costs

⁽⁶⁾

Excludes non-cash amortization of deferred financing costs

⁽⁷⁾

These amounts reflect net cash proceeds received from the effective date through the closing date of the EP Energy assets acquired, less estimated and pro forma amounts of maintenance capital expenditures and financing costs. The management of ATLS believes these amounts are critical in its evaluation of Distributable Cash Flow and cash distributions for the period. Under GAAP, such amounts are characterized as purchase price adjustments and are reflected in the net purchase price paid for the acquired assets, rather than reflected as components of net income or loss for the period. For the three and six months ended June 30, 2013, such amounts include pro forma net cash generated by the EP Energy assets of $3.0 million from April 1, 2013 to June 30, 2013, less pro forma interest expense of $1.1 million and estimated maintenance capital expenditures of $0.4 million

⁽⁸⁾

Including the discretionary adjustments by the Board of Directors of the General Partner in the determination of quarterly cash distributions, Adjusted EBITDA would have been $24.3 million and $40.4 million for the three and six months ended June 30, 2013, respectively

⁽⁹⁾

Represents the cash distribution paid within 50 days after the end of each quarter, based upon the distributable cash flow generated during the respective quarter

⁽¹⁰⁾

ATLS seeks to at least maintain its current cash distribution in future quarterly periods, and expects to only increase such cash distributions when future Distributable Cash Flow amounts allow for it and are expected to be sustained. ATLS' determination of quarterly cash distributions and its resulting determination of the amount of excess (shortfall) those cash distributions generate in comparison to Distributable Cash Flow are based upon its assessment of numerous factors which affect it, ARP and APL and the cash distributions it receives from these subsidiaries, including but not limited to future commodity price and interest rate movements, variability of operating asset performance, weather effects, and financial leverage. ATLS also considers its historical trailing four quarters of excess or shortfalls and future forecasted excess or shortfalls that its cash distributions generate in comparison to Distributable Cash Flow due to the variability of its Distributable Cash Flow generated each quarter, which could cause it to have more or less excess (shortfalls) generated from quarter to quarter

ATLAS ENERGY, L.P.

CAPITALIZATION INFORMATION

(unaudited; in thousands)

June 30, 2014

Atlas

Atlas

Atlas

Energy

Resource

Pipeline

Consolidated

Total debt

$        238,200

$1,203,973

$   1,654,639

$     3,096,812

Less:  Cash

(12,985)

(3,993)

(4,074)

(21,052)

Total net debt

225,215

1,199,980

1,650,565

3,075,760

Partners' capital  

342,786

1,300,476

2,399,540

      3,603,257⁽¹⁾

Total capitalization

$        568,001

$2,500,456

$    4,050,105

$    6,679,017

Ratio of net debt to capitalization

0.40x

⁽¹⁾ Net of eliminated amounts.    

December 31, 2013

Atlas

Atlas

Atlas

Energy

Resource

Pipeline

Consolidated

Total debt

$        239,400

$ 942,334

$   1,707,310

$     2,889,044

Less:  Cash

(16,759)

(1,828)

(4,914)

(23,501)

Total net debt

222,641

940,506

1,702,396

2,865,543

Partners' capital  

371,849

1,067,291

2,259,905

      3,222,876⁽²⁾

Total capitalization

$        594,490

$2,007,797

$    3,962,301

$    6,088,419

Ratio of net debt to capitalization

0.37x

⁽²⁾ Net of eliminated amounts.    

ATLAS ENERGY, L.P.

Hedge Position Summary – Directly-Held E&P Assets

(as of August 7, 2014)

Natural Gas

Fixed Price Swaps

Average

Production Period

Fixed Price

Volumes

Ended December 31,

(per mmbtu)^(a)

(mmbtus)^(a)

  2014^(b)

$    4.18

2,070,000

2015

$    4.30

2,280,000

2016

$    4.43

1,440,000

2017

$    4.59

1,200,000

2018

$    4.80

420,000

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

ATLAS ENERGY, L.P.

CONSOLIDATING STATEMENTS OF OPERATIONS

(unaudited; in thousands)

Three Months Ended June 30, 2014

Atlas

Atlas

Atlas

Energy

Resource

Pipeline

Eliminations

Consolidated

Revenues:

      Gas and oil production

$          6,637

$      104,057

$                 −

$                 −

$      110,694

      Well construction and completion

−

16,336

−

−

16,336

      Gathering and processing

−

3,758

717,592

(91)

721,259

      Administration and oversight

−

4,166

−

−

4,166

      Well services

−

6,365

−

−

6,365

      Loss on mark-to-market derivatives

−

−

(6,367)

−

(6,367)

Other, net

525

35

(1,124)

−

(564)

          Total revenues

7,162

134,717

710,101

(91)

851,889

Costs and expenses:

      Gas and oil production

2,065

41,763

−

−

43,828

      Well construction and completion

−

14,206

−

−

14,206

      Gathering and processing

−

4,273

607,868

(91)

612,050

      Well services       

−

2,426

−

−

2,426

      General and administrative

16,245

21,315

18,416

−

55,976

Depreciation, depletion and amortization

2,405

58,001

49,220

−

109,626

          Total costs and expenses      

20,715

141,984

675,504

(91)

838,112

Operating income (loss)

(13,553)

(7,267)

34,597

−

13,777

Gain on asset sales and disposal

3

9

48,465

−

48,477

Interest expense

(4,497)

(13,263)

(23,059)

−

(40,819)

Net income (loss) before tax

(18,047)

(20,521)

60,003

−

21,435

Income tax benefit

−

−

498

−

498

Net income (loss)

(18,047)

(20,521)

60,501

−

21,933

  Income attributable to non-controlling interests

−

−

(3,965)

(27,991)

(31,956)

Net income (loss) attributable to common limited partners

$       (18,047)

$       (20,521)

$        56,536

$       (27,991)

$       (10,023)

ATLAS ENERGY, L.P.

CONSOLIDATING STATEMENTS OF OPERATIONS

(unaudited; in thousands)

Three Months Ended June 30, 2013

Atlas

Atlas

Atlas

Energy

Resource

Pipeline

Eliminations

Consolidated

Revenues:

      Gas and oil production

$                 −

$        47,094

$                 −

$                 −

$        47,094

      Well construction and completion

−

24,851

−

−

24,851

      Gathering and processing

−

4,463

531,536

(77)

535,922

      Administration and oversight

−

3,391

−

−

3,391

      Well services

−

4,864

−

−

4,864

      Gain on mark-to-market derivatives

−

−

27,107

−

27,107

Other, net

79

(1,337)

1,824

−

566

          Total revenues

79

83,326

560,467

(77)

643,795

Costs and expenses:

      Gas and oil production

−

19,035

−

−

19,035

      Well construction and completion

−

21,609

−

−

21,609

      Gathering and processing

−

4,959

448,986

(77)

453,868

      Well services

−

2,305

−

−

2,305

      General and administrative

8,741

14,217

30,916

−

53,874

Depreciation, depletion and amortization

−

22,197

46,383

−

68,580

          Total costs and expenses

8,741

84,322

526,285

(77)

619,271

Operating income (loss)

(8,662)

(996)

34,182

−

24,524

Loss on asset sales and disposal

−

(672)

(1,519)

−

(2,191)

Interest expense

(442)

(4,508)

(22,581)

−

(27,531)

Loss on early extinguishment of debt

−

−

(19)

−

(19)

Net income (loss) before tax

(9,104)

(6,176)

10,063

−

(5,217)

Income tax benefit

−

−

28

−

28

Net income (loss)

(9,104)

(6,176)

10,091

−

(5,189)

  Income attributable to non-controlling interests

−

−

(1,810)

(1,248)

(3,058)

Net income (loss) attributable to common limited partners

$         (9,104)

$         (6,176)

$          8,281

$         (1,248)

$         (8,247)

ATLAS ENERGY, L.P.

CONSOLIDATING STATEMENTS OF OPERATIONS

(unaudited; in thousands)

Six Months Ended June 30, 2014

Atlas

Atlas

Atlas