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

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 The property sold had been superseded by the Partnership’s new Nine Mile processing facility completed earlier this year and is likewise located in western Oklahoma.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:
  
  
  • Maximum Leverage – 6.50x
  • Maximum Senior Secured Leverage – 3.75x
  • 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.