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Atlas Pipeline Partners, L.P. Reports Record Fourth Quarter 2005 Results.


PHILADELPHIA Philadelphia, ancient cities
Philadelphia, name of several ancient cities. One was in Lydia, W Asia Minor (now W Turkey). At the foot of Mt. Tmolus and near the location of modern Alaşehir, it was founded in the 2d cent. B.C.
 -- Atlas Atlas, in Greek mythology
Atlas (ăt`ləs), in Greek mythology, a Titan; son of Iapetus and Clymene and the brother of Prometheus.
 Pipeline Partners, L.P. (NYSE NYSE

See: New York Stock Exchange
:APL (A Programming Language) A high-level mathematical programming language noted for its brevity and matrix generation capabilities. Developed by Kenneth Iverson in the mid-1960s, it runs on micros to mainframes and is often used to develop mathematical models.  - the "Partnership") today reported record earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
:EBITDA = Operating Revenue – Operating Expenses + Other Revenue
 ("EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become "), a non-GAAP measure, of $21.3 million for the fourth quarter 2005 compared with $14.5 million for the prior year fourth quarter, an increase of $6.8 million or 47%. Net income for the fourth quarter 2005 was $10.9 million, or $0.70 per limited partner unit, compared with $11.1 million for the fourth quarter 2004, or $1.35 per limited partner unit. Net income and EBITDA for the fourth quarter 2004 included a $4.4 million non-recurring gain on an arbitration arbitration

Process of resolving a dispute or a grievance outside a court system by presenting it for decision to an impartial third party. Both sides in the dispute usually must agree in advance to the choice of arbitrator and certify that they will abide by the
 settlement. The period over period increase in EBITDA was principally related to contributions from the acquisitions of a 75% interest in NOARK Pipeline System, Limited Partnership ("NOARK") in October October: see month.  2005 and ETC ETC - ExTendible Compiler. Fortran-like, macro extendible. "ETC - An Extendible Macro-Based Compiler", B.N. Dickman, Proc SJCC 38 (1971).  Oklahoma Oklahoma (ōkləhō`mə), state in SW United States. It is bordered by Missouri and Arkansas (E); Texas, partially across the Red R. (S, W); New Mexico, across the narrow edge of the Oklahoma Panhandle (W); and Colorado and Kansas (N).  Pipeline, Ltd. ("Elk City Elk City can refer to:
  • Elk City, Kansas
  • Elk City, Idaho
  • Elk City, Oklahoma
  • Elk City (Band)
") in April 2005 and continued growth in the Partnership's Appalachian Ap`pa`la´chi`an

a. 1. Of or pertaining to a chain of mountains in the United States, commonly called the Allegheny ltname> mountains.

Noun 1.
 operations, partially offset by the absence in the current quarter of the gain recognized on the arbitration settlement.

Excluding the net gain on arbitration settlement and solely for purposes of comparing the fourth quarter 2005 to the fourth quarter 2004, the Partnership's distributable cash flow, a non-GAAP measure, of $17.5 million for the fourth quarter 2005 would have represented an increase of $8.6 million, or 97%, compared with adjusted distributable cash flow of $8.9 million for the fourth quarter 2004. A schedule is provided at the end of this release to reconcile net income to adjusted distributable cash flow.

On January January: see month.  9, 2006, the Partnership declared de·clare  
v. de·clared, de·clar·ing, de·clares

v.tr.
1. To make known formally or officially. See Synonyms at announce.

2. To state emphatically or authoritatively; affirm.

3.
 a record quarterly cash distribution for the fourth quarter 2005 of $0.83 per limited partner unit, paid February February: see month.  14, 2006 to unitholders of record as of February 7, 2006. Distributions declared for the year ended December December: see month.  31, 2005 of $3.16 per limited partner unit represent an 18% increase compared with distributions declared per limited partner unit for the year ended December 31, 2004.

"Our record fourth quarter results demonstrate the continued execution of our growth strategies and the commendable com·mend  
tr.v. com·mend·ed, com·mend·ing, com·mends
1. To represent as worthy, qualified, or desirable; recommend.

2. To express approval of; praise. See Synonyms at praise.

3.
 performance of our assets," said Edward Edward

killed his father at his mother’s instigation. [Br. Balladry: Edward in Benét, 302]

See : Patricide
 E. Cohen cohen
 or kohen

(Hebrew: “priest”) Jewish priest descended from Zadok (a descendant of Aaron), priest at the First Temple of Jerusalem. The biblical priesthood was hereditary and male.
, Chairman and Chief Executive Officer of the Partnership's general partner. "Our Mid-Continent operations achieved significant growth quarter over quarter due to a substantial contribution from the NOARK system from its date of acquisition and favorable fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 increases in volumes and processing margins at our Elk City system. We expect that our interest in the NOARK system will continue to add meaningfully to our results and provide us with additional expansion opportunities to fuel our growth in the region. Our Appalachia Appalachia, region: see Appalachian Mountains.

Appalachia

West Virginia coal mining region known for its abysmal poverty. [Am. Hist.: NCE, 160]

See : Poverty
 system continues to generate strong returns due to its strategic market position. The sustained growth of our cash flow and prospects for future expansion reinforces our decision to increase our quarterly distribution to $0.83 per limited partner unit, representing a 15% increase over the prior year fourth quarter and our seventh consecutive distribution increase. We believe this increase exhibits the strength of our assets and epitomizes our objective to maximize unitholder value."

On December 20, 2005, the Partnership issued $250.0 million of 10 year, 8.125% senior unsecured Unsecured

A loan or equity interest that is given without any guarantee of payment, performance, satisfaction or opportunity for return from the recipient. No property, interest or security is used as collateral in either a guarantee or a pledge.
 notes in a private placement for net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 of approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 $243.1 million, after underwriting Underwriting

1. The process by which investment bankers raise investment capital from investors on behalf of corporations and governments that are issuing securities (both equity and debt).

2. The process of issuing insurance policies.
 and other transaction costs Transaction Costs

Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it).
. The Partnership utilized the net proceeds principally to repay indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421.
     2.
 under its credit facility.

On November November: see month.  28, 2005, the Partnership sold 2,700,000 limited partner units in a public offering for gross proceeds of $113.4 million. In addition, pursuant to an option granted to the underwriters of the offering, the Partnership sold 330,000 limited partner units on December 27, 2005 for gross proceeds of $13.9 million, or aggregate total gross proceeds of $127.3 million. The units were issued under the Partnership's previously filed Form S-3 shelf registration statement. The sale of the units resulted in net proceeds of approximately $121.0 million, after underwriting commissions Underwriting Commission

The fee investment bankers charge for underwriting a security issue.
 and other transaction costs. The Partnership primarily utilized the net proceeds from the sale of the units to repay a portion of the amounts due under its credit facility.

On October 31, 2005, the Partnership acquired all of the outstanding equity interests in a subsidiary of OGE OGE Office of Government Ethics
OGE Oklahoma Gas and Electric
OGE Out of Ground Effect
OGE Operational Ground Equipment
OGE Outdoor Gear Exchange
OGE Österreichische Gesellschaft für Erdbebeningenieurwesen Und Baudynamik
 Energy Corp., which owns a 75% operating interest in NOARK. NOARK's assets include a FERC-regulated interstate in·ter·state  
adj.
Involving, existing between, or connecting two or more states.

n.
One of a system of highways extending between the major cities of the 48 contiguous United States.

Noun 1.
 pipeline and an unregulated Adj. 1. unregulated - not regulated; not subject to rule or discipline; "unregulated off-shore fishing"
regulated - controlled or governed according to rule or principle or law; "well regulated industries"; "houses with regulated temperature"

2.
 natural gas gathering system. Total consideration of $179.8 million, including $16.8 million for working capital adjustments and other related transaction costs, was funded through borrowings under the Partnership's amended a·mend  
v. a·mend·ed, a·mend·ing, a·mends

v.tr.
1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive.

2.
 credit facility. The remaining 25% interest in NOARK is owned by Southwestern south·west  
n.
1. Abbr. SW The direction or point on the mariner's compass halfway between due south and due west, or 135° west of due north.

2. An area or region lying in the southwest.

3.
 Energy Pipeline Company ("Southwestern"), a wholly-owned subsidiary of Southwestern Energy Company (NYSE:SWN SWN Southwestern Energy Company
SWN Statewide Wireless Network
SWN Seattle Wireless Network
SWN Sure Why Not
SWN Stop Work Notice
SWN Stochastic Well-formed Network
SWN Static Wireless Network
SWN Secure Wireless Network
).

Segment Analysis

Mid-Continent

The Mid-Continent segment, which was initiated upon the acquisition of the Velma system assets in July July: see month.  2004 and expanded with the acquisitions of the Elk City system assets and the 75% interest in NOARK, recognized total revenue of $128.3 million for the fourth quarter 2005, an increase of $86.2 million from the fourth quarter 2004. This increase principally reflects the contributions from the acquisitions of the 75% interest in NOARK and the Elk City system, higher volumes at the Velma system and an increase in commodity prices. Velma's gross natural gas gathered volume averaged 61.1 million cubic feet per day ("MMcfd") for the fourth quarter 2005, an increase of 6.8% from the prior year's comparable quarter. The Velma system connected 10 new wells to its gas gathering system for the fourth quarter 2005; overall, 63 new wells were connected to the Velma system for the year ended December 31, 2005 compared with 66 new wells connected from its date of acquisition to December 31, 2004. For the Elk City system, gross natural gas gathered volume averaged 266.3 MMcfd, and 16 new wells were connected to the system for the fourth quarter 2005, or 42 new wells since its date of acquisition. For the NOARK system, average throughput The speed with which a computer processes data. It is a combination of internal processing speed, peripheral speeds (I/O) and the efficiency of the operating system and other system software all working together.

1.
 volume was 255.8 MMcfd from October 31, 2005, its date of acquisition, to December 31, 2005.

The segmented Mid-Continent results include the consolidated financial statements Consolidated Financial Statements

The combined financial statements of a parent company and its subsidiaries.

Notes:
Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge
 of NOARK. Minority interest in NOARK represents Southwestern's 25% ownership interest in the net income of NOARK and is classified within costs and expenses within the consolidated con·sol·i·date  
v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates

v.tr.
1. To unite into one system or whole; combine:
 statements of income.

Appalachia

Total revenue for the Appalachia system increased to $8.0 million for the fourth quarter 2005, a 45% increase from $5.5 million for the fourth quarter 2004. For the fourth quarter 2005, Appalachia segment profit was $5.6 million, or 33% of total segment operating profit Operating profit (or loss)

Revenue from a firm's regular activities less costs and expenses and before income deductions.


operating profit

See operating income.
 for the period, compared with $3.8 million, or 45% of total segment operating profit for the prior year fourth quarter. Average transportation rate per thousand cubic feet ("mcf") rose to $1.53 for the fourth quarter 2005 from $1.08 for the prior year fourth quarter due mainly to the rise in natural gas prices. Throughput volume increased to 56.4 MMcfd for the fourth quarter 2005 compared with 55.1 MMcfd for the fourth quarter 2004. The Partnership has recently completed two major transmission line connections and is in the process of completing a third connection that will result in substantial additional natural gas volume to be transported through its Appalachia system. The Partnership estimates that there are approximately 270 wells that were awaiting completion of these expansion projects. During the fourth quarter 2005, 91 new wells were connected to the gathering system. Overall, 451 new wells were connected to the system for the year ended December 31, 2005 compared with 352 wells connected for the prior year.

Corporate and Other

General and administrative expenses, including amounts reimbursed to affiliates, increased $2.7 million to $4.5 million for the fourth quarter 2005 from $1.8 million for the fourth quarter 2004. This increase was primarily related to general and administrative expenses associated with the operations of the acquired assets in the Mid-Continent region and a $1.5 million increase in non-cash compensation expense related to vesting Vesting

The process by which employees accrue non-forfeitable rights over employer contributions that are made to the employee's qualified retirement plan account.

Notes:
 of incentive awards. Depreciation and amortization increased $3.1 million to $5.5 million for the fourth quarter 2005 due principally to the depreciation and amortization of the assets acquired.

Interest expense increased to $5.7 million for the fourth quarter 2005, an increase of $4.6 million from the prior year fourth quarter. This increase was primarily related to interest associated with the borrowings under the credit facility used to finance the acquired assets. At December 31, 2005, there was $9.5 million of outstanding borrowings under the credit facility as the majority of the borrowings associated with the acquired assets were repaid with the net proceeds from the Partnership's November 2005 equity offering and December 2005 issuance of $250.0 million of senior unsecured notes.

Interested parties are invited to access the live webcast of an investor call with management regarding our fourth quarter and yearend results on Thursday Thursday: see week.  morning, March 2, 2006 at 8:30 am EDT EDT
abbr.
Eastern Daylight Time


EDT Eastern Daylight Time

EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York

EDT 
 by going to the home page 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 EDT on Thursday, March 2, 2006 until 11:59 pm on Friday Friday: see Sabbath; week.

Friday

young Indian rescued by Crusoe and kept as servant and companion. [Br. Lit.: Robinson Crusoe]

See : Servant
, March 31, 2006. To access the replay, dial 1-888-286-8010 and enter conference code 59398584.

Atlas Pipeline Partners, L.P. is active in the transmission, gathering and processing segments of the midstream mid·stream  
n.
1. The middle part of a stream.

2. The part of a course that is neither at the beginning nor at the end: the midstream of life.

Noun 1.
 natural gas industry. In the Mid-Continent region of Oklahoma, Arkansas Arkansas, river, United States
Arkansas (ärkăn`zəs, är`kənsô'), river, c.1,450 mi (2,330 km) long, rising in the Rocky Mts., central Colo.
, northern Texas and the Texas panhandle panhandle, in geography, a strip of land projecting from the main body of an area and shaped like the handle of a pan, such as the panhandles of West Virginia, Texas, and Alaska. , the Partnership owns and operates approximately 2,565 miles of intrastate in·tra·state  
adj.
Relating to or existing within the boundaries of a state.

Adj. 1. intrastate - relating to or existing within the boundaries of a state; "intrastate as well as interstate commerce"
 gas gathering pipeline and a 565-mile interstate natural gas pipeline. The Partnership also operates two gas processing plants and a treating facility in Velma, Elk City and Prentiss, Oklahoma where natural gas liquids and impurities are removed. In Appalachia, it owns and operates approximately 1,500 miles of natural gas gathering pipelines in western Pennsylvania Western Pennsylvania consists of the western third of the state of Pennsylvania in the United States.

Pittsburgh is the largest city in the region, with a metropolitan area of about 2.4 million people, and is the cultural center for Western Pennsylvania.
, western New York
Western, New York is also the name of a town in Oneida County, New York.


Western New York refers to the westernmost region of New York State.
 and eastern Ohio. For more information, visit our website at www.atlaspipelinepartners.com or contact pschreiber@atlaspipelinepartners.com.

Atlas America America [for Amerigo Vespucci], the lands of the Western Hemisphere—North America, Central (or Middle) America, and South America. The world map published in 1507 by Martin Waldseemüller is the first known cartographic use of the name. , Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:ATLS ATLS Advanced Trauma Life Support
ATLS Aerial Target Launch Ship
), the parent company of Atlas Pipeline Partners, L.P.'s general partner and owner of 1,641,026 units of limited partner interest of APL, is an energy company engaged primarily in the development and production of natural gas in the Appalachian Basin for its own account and for its investors through the offering of tax advantaged investment programs. For more information, please visit our website at www.atlasamerica.com, or contact investor relations Investor relations

The process by which the corporation communicates with its investors.
 at pschreiber@atlasamerica.com.

Statements made in this release include forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
, which involve substantial risks and uncertainties. The Partnership's actual results, performance or achievements could differ materially from those expressed or implied in this release as a result of certain factors, including competition within the energy industry, climactic cli·mac·tic   also cli·mac·ti·cal
adj.
Relating to or constituting a climax.



cli·macti·cal·ly adv.

Adj. 1.
 conditions and the price of gas in the Appalachian and Mid-Continent areas, actual versus projected volumetric volumetric /vol·u·met·ric/ (vol?u-met´rik) pertaining to or accompanied by measurement in volumes.

vol·u·met·ric
adj.
Of or relating to measurement by volume.
 production from wells connected to the Partnership's gas-gathering pipeline system, and the cost of supplies and services in the energy industry.
ATLAS PIPELINE PARTNERS, L.P.
                           Financial Summary
                (in thousands, except per unit amounts)
                              (unaudited)

                               Three Months Ended     Years Ended
INCOME STATEMENT                  December 31,        December 31,
                               ------------------- -------------------
                                 2005      2004      2005      2004
                               --------- --------- --------- ---------
Revenue:
  Natural gas and liquids      $122,029  $ 42,061  $340,297  $ 72,109
  Transportation and
   compression - affiliates       7,899     5,432    24,346    18,724
  Transportation and
   compression - third parties    5,909        24     5,963        76
  Interest income and other         542       100       894       382
                               --------- --------- --------- ---------
    Total revenue and other
     income                     136,379    47,617   371,500    91,291
                               --------- --------- --------- ---------

Costs and expenses:
  Natural gas and liquids       103,602    34,119   288,180    58,707
  Plant operating                 3,315     1,101    10,557     2,032
  Transportation and
   compression                    1,884       551     4,053     2,260
  General and administrative      4,062     1,382    11,825     3,562
  Compensation reimbursement -
   affiliates                       418       360     1,783     1,081
  Loss (gain) on arbitration
   settlement, net                    -    (4,444)      138    (1,457)
  Depreciation and amortization   5,459     2,339    13,954     4,471
  Interest                        5,697     1,099    14,175     2,301
  Minority interest in NOARK      1,083         -     1,083         -
                               --------- --------- --------- ---------
    Total costs and expenses    125,520    36,507   345,748    72,957
                               --------- --------- --------- ---------

Net income                       10,859    11,110    25,752    18,334
Premium on preferred unit
 redemption                           -         -         -      (400)
                               --------- --------- --------- ---------
Net income attributable to
 partners                      $ 10,859  $ 11,110  $ 25,752  $ 17,934
                               ========= ========= ========= =========

Allocation of net income
 attributable to partners:
  Limited partners' interest   $  7,352  $  9,759  $ 16,355  $ 14,864
  General partner's interest      3,507     1,351     9,397     3,070
                               --------- --------- --------- ---------
    Net income attributable to
     partners                  $ 10,859  $ 11,110  $ 25,752  $ 17,934
                               ========= ========= ========= =========

Net income attributable to
 partners per limited partner
 unit:
    Basic                      $   0.70  $   1.35  $   1.86  $   2.53
                               ========= ========= ========= =========
    Diluted                    $   0.69  $   1.35  $   1.84  $   2.53
                               ========= ========= ========= =========

Weighted average limited
 partner units outstanding:
    Basic                        10,535     7,205     8,808     5,866
                               ========= ========= ========= =========
    Diluted                      10,638     7,216     8,872     5,870
                               ========= ========= ========= =========

Capital expenditure data:
-------------------------
  Maintenance capital
   expenditures                $    812  $    672  $  1,922  $  1,516
  Expansion capital
   expenditures                  17,167     4,952    50,576     8,527
                               --------- --------- --------- ---------
    Total                      $ 17,979  $  5,624  $ 52,498  $ 10,043
                               ========= ========= ========= =========

                                  December 31,
                               -------------------
Balance Sheet Data (at period
 end):                           2005      2004
-----------------------------  --------- ---------
  Cash and cash equivalents      34,237    18,214
  Total assets                  742,726   216,785
  Total debt                    298,625    54,452
  Total partners' capital       329,510   136,704



                     ATLAS PIPELINE PARTNERS, L.P.
                          Segment Information
                      (in thousands - unaudited)

                               Three Months Ended     Years Ended
                                  December 31,        December 31,
                               ------------------- ------------------
                                 2005      2004      2005      2004
                               --------- --------- --------- ---------
Mid-Continent:
--------------
 Revenue
  Natural gas and liquids      $122,029  $ 42,061  $340,297  $ 72,109
  Transportation and
   compression                    5,880         -     5,880         -
  Interest income and other         436        36       513        60
                               --------- --------- --------- ---------
    Total revenue and other
     income                     128,345    42,097   346,690    72,169
                               --------- --------- --------- ---------

 Costs and expenses
  Natural gas and liquids       103,602    34,119   288,180    58,707
  Plant operating                 3,315     1,101    10,557     2,032
  Transportation and
   compression                      952         -       952         -
  General and administrative      3,068       454     7,375     1,088
  Depreciation and amortization   4,710     1,795    11,307     2,408
  Minority interest in NOARK      1,083         -     1,083         -
                               --------- --------- --------- ---------
    Total costs and expenses    116,730    37,469   319,454    64,235
                               --------- --------- --------- ---------
 Segment profit                $ 11,615  $  4,628  $ 27,236  $  7,934
                               ========= ========= ========= =========

Appalachia:
-----------
 Revenue
  Transportation and
   compression                 $  7,928  $  5,456  $ 24,429  $ 18,800
  Interest income and other         106        64       381       322
                               --------- --------- --------- ---------
    Total revenue and other
     income                       8,034     5,520    24,810    19,122
                               --------- --------- --------- ---------

 Costs and expenses
  Transportation and
   compression                      932       551     3,101     2,260
  General and administrative        707       644     3,117     1,777
  Depreciation and amortization     749       544     2,647     2,063
                               --------- --------- --------- ---------
    Total costs and expenses      2,388     1,739     8,865     6,100
                               --------- --------- --------- ---------
 Segment profit                $  5,646  $  3,781  $ 15,945  $ 13,022
                               ========= ========= ========= =========

Reconciliation of segment
 profit to net income:
-------------------------
 Segment profit
  Mid-Continent                $ 11,615  $  4,628  $ 27,236  $  7,934
  Appalachia                      5,646     3,781    15,945    13,022
                               --------- --------- --------- ---------
    Total segment profit         17,261     8,409    43,181    20,956
  Corporate general and
   administrative expense          (705)     (644)   (3,116)   (1,778)
  Interest expense               (5,697)   (1,099)  (14,175)   (2,301)
  Loss (gain) on arbitration
   settlement, net                    -     4,444      (138)    1,457
                               --------- --------- --------- ---------
 Net income                    $ 10,859  $ 11,110  $ 25,752  $ 18,334
                               ========= ========= ========= =========



                     ATLAS PIPELINE PARTNERS, L.P.
                      (in thousands - unaudited)

                               Three Months Ended     Years Ended
                                  December 31,        December 31,
                               ------------------- -------------------
                                 2005      2004      2005      2004
                               --------- --------- --------- ---------
Reconciliation of net income
 to non-GAAP measures(1):
  Net income attributable to
   partners                    $ 10,859  $ 11,110  $ 25,752  $ 17,934
  Depreciation and amortization   5,459     2,339    13,954     4,471
  Minority interest share of
   depreciation and
   amortization and interest
   expense for NOARK               (735)        -      (735)        -
  Interest expense                5,697     1,099    14,175     2,301
                               --------- --------- --------- ---------
    EBITDA                       21,280    14,548    53,146    24,706
  Interest expense               (5,697)   (1,099)  (14,175)   (2,301)
  Minority interest share of
   interest expense for NOARK       490         -       490         -
  Non-cash compensation
   expense                        1,863       358     4,672       700
  Amortization of deferred
   financing costs (included
   within interest expense)         399       237     2,140       400
  Maintenance capital
   expenditures                    (812)     (672)   (1,922)   (1,516)
                               --------- --------- --------- ---------
    Distributable cash flow      17,523    13,372    44,351    21,989
  Loss (gain) on arbitration
   settlement                         -    (4,444)      138    (1,457)
                               --------- --------- --------- ---------
    Adjusted distributable
     cash flow                 $ 17,523  $  8,928  $ 44,489  $ 20,532
                               ========= ========= ========= =========

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

                               Three Months Ended     Years Ended
                                  December 31,        December 31,
                               ------------------- -------------------
                                 2005      2004      2005      2004
                               --------- --------- --------- ---------
Reconciliation of net income
 to adjusted net income:
  Net income                   $ 10,859  $ 11,110  $ 25,752  $ 18,334
  Loss (gain) on arbitration
   settlement, net                    -    (4,444)      138    (1,457)
                               --------- --------- --------- ---------
    Adjusted net income          10,859     6,666    25,890    16,877
  Premium on preferred unit
   redemption                         -         -         -      (400)
                               --------- --------- --------- ---------
  Adjusted net income
   attributable to partners    $ 10,859  $  6,666  $ 25,890  $ 16,477
                               ========= ========= ========= =========

  Adjusted net income
   attributable to partners
   per limited partner unit:
    Basic                      $   0.70  $   0.75  $   1.87  $   2.29
                               ========= ========= ========= =========
    Diluted                    $   0.69  $   0.75  $   1.86  $   2.29
                               ========= ========= ========= =========
  Weighted average limited
   partner units outstanding:
    Basic                        10,535     7,205     8,808     5,866
                               ========= ========= ========= =========
    Diluted                      10,638     7,216     8,872     5,870
                               ========= ========= ========= =========



                     ATLAS PIPELINE PARTNERS, L.P.
                         Operating Highlights

                               Three Months Ended     Years Ended
                                  December 31,        December 31,
                               ------------------- -------------------
                                 2005      2004      2005      2004
                               --------- --------- --------- ---------
Mid-Continent - Velma
 System(1)
---------------------
  Gas
     Gross natural gas
      gathered - mcf/day         61,093    57,222    67,075    56,441
     Gross natural gas
      processed - mcf/day        56,475    55,586    62,538    55,202
     Gross residue natural gas
      - mcf/day                  46,160    43,577    50,880    42,659
  Natural Gas Liquid
     Gross NGL sales -
      barrels/day                 6,141     5,700     6,643     5,799
  Condensate
     Gross condensate sales -
      barrels/day                   219       170       256       185

Mid-Continent - Elk City
 System(2)
------------------------
  Gas
     Gross natural gas
      gathered - mcf/day        266,280         -   250,717         -
     Gross natural gas
      processed - mcf/day       124,196         -   119,324         -
     Gross residue natural gas
      - mcf/day                 113,935         -   109,553         -
  Natural Gas Liquid
     Gross NGL sales -
      barrels/day                 5,277         -     5,303         -
  Condensate
     Gross condensate sales -
      barrels/day                   137         -       127         -

Mid-Continent - NOARK(3)
------------------------
     Throughput - mcf/day       255,777         -   255,777         -

Appalachia
----------
     Throughput - mcf/day        56,391    55,125    55,204    53,343
     Average transportation
      rate per mcf             $   1.53  $   1.08  $   1.21  $   0.96


(1) Included from its date of acquisition on July 16, 2004.

(2) Included from is date of acquisition on April 14, 2005.

(3) Included from its date of acquisition on October 31, 2005.

    Mcf - thousand cubic feet
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