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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission file number: 1-14998
ATLAS PIPELINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 23-3011077
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 Rouser Road
Moon Township, Pennsylvania 15108
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (412) 262-2830
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Units of Limited Partnership Interest American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
N/A
Title of class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the equity securities held by
non-affiliates of the registrant, based on the closing price on March 22, 2001
was approximately $40.3 million.
DOCUMENTS INCORPORATED BY REFERENCE
None
As of March 22, 2001, there were outstanding 1,621,159 Common Units and
1,641,026 Subordinated Units
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2
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO ANNUAL REPORT
ON FORM 10-K
PART I Page
Item 1: Business......................................................................... 4
Item 2: Properties....................................................................... 14
Item 3: Legal Proceedings................................................................ 15
Item 4: Submission of Matters to a Vote of Security Holders.............................. 15
PART II
Item 5: Market for Registrant's Common Equity and Related Stockholder Matters............ 15
Item 6: Selected Financial Data.......................................................... 16
Item 7: Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................... 17
Item 7A: Quantitative and Qualitative Disclosures About Market Risk....................... 19
Item 8: Financial Statements and Supplementary Data...................................... 20
Item 9: Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure....................................... 31
PART III
Item 10: Directors and Executive Officers of the Registrant............................... 32
Item 11: Executive Compensation........................................................... 34
Item 12: Security Ownership of Certain Beneficial Owners and Management................... 35
Item 13: Certain Relationships and Related Transactions................................... 36
PART IV
Item 14: Exhibits, Financial Statement Schedules and
Reports on Form 8-K.......................................................... 37
SIGNATURES ............................................................................. 38
3
PART I
ITEM 1. BUSINESS
General
We own and operate twelve natural gas pipeline gathering systems in
Eastern Ohio, Western New York and Western Pennsylvania. As of December 31,
2000, our gathering systems, in the aggregate, consisted of over 1,000 miles of
intrastate pipelines, including approximately 100 miles of intrastate pipelines
we constructed or acquired during the year ended December 31, 2000. Our
gathering systems served approximately 3,000 wells at December 31, 2000 with an
average monthly production for the year then ended of 1.3 billion cubic feet, or
bcf, of natural gas. Our gathering systems provide a means through which well
owners and operators can transport the natural gas produced by their wells to
public utility pipelines for delivery to customers. To a significantly lesser
extent, our gathering systems transport their natural gas directly to customers.
During the period from commencement of operations on January 28, 2000 through
December 31, 2000, hereafter referred to as the year ended December 31, 2000,
the gathering systems transported 14.5 bcf of natural gas.
Our gathering systems currently connect with public utility pipelines
operated by Peoples Natural Gas Company, National Fuel Gas Supply, Tennessee Gas
Pipeline Company, National Fuel Gas Distribution Company, East Ohio Gas Company,
Columbia of Ohio, Consolidated Natural Gas Co., Texas Eastern Pipeline and
Columbia Gas Transmission Corp. Transportation fees charged by public utility
pipelines are borne by the person having title to the natural gas being
transported, typically either the well owner, an intermediate purchaser such as
a natural gas distribution company, or a final purchaser. We do not have title
to the natural gas gathered and delivered by us and, accordingly, do not pay
transportation fees charged by public utility pipelines. We do not engage in
storage or gas marketing programs, nor do we engage in the purchase and resale
for our own account of natural gas transported through our gathering systems. We
do not transport any oil produced by wells connected to the gathering systems.
We and our subsidiary, Atlas Pipeline Operating Partnership, L.P., were
formed to acquire, own and operate substantially all of the natural gas
gathering systems of Atlas America, Inc. and its affiliates, all of which are
direct or indirect subsidiaries of Resource America, Inc. We completed our
initial public offering on February 2, 2000 and, at the close of the offering,
acquired the gathering systems in our subsidiary, Atlas Pipeline Operating
Partnership, L.P. The acquisition agreement provided that operations of the
gathering systems from and after January 28, 2000 would be for our account and,
accordingly, we deem January 28, 2000 to be the commencement of our operations.
As a partial consideration for the acquisition, Atlas America received 1,641,026
of our subordinated units, representing a 51% limited partnership interest in
us. The subordinated units are similar to the common units of limited
partnership interest issued to investors in our initial public offering, except
that the right of the subordinated units to receive distributions from us is
subordinate to the rights of the common units to receive minimum quarterly
distributions of $.42 per unit. The subordination period extends to December 31,
2004 and continues thereafter until we meet specific financial tests set forth
in our limited partnership agreement. When the subordination period terminates,
the subordinated units will convert to common units on a one-for-one basis.
Our general partner, Atlas Pipeline Partners GP, LLC, is a wholly-owned
subsidiary of Atlas America. Our general partner has a 1.0101% partnership
interest in each of Atlas Pipeline Partners and Atlas Pipeline Operating
Partnership, resulting in our general partner having a 2% partnership interest
in our pipeline operations on a consolidated basis. In addition, if
distributions exceed specified target levels, our general partner will receive
between 15% to 50% of the distributions in excess of the specified target
levels. We refer to these distributions as our general partner's "incentive
distribution rights."
4
Pipeline Characteristics
The volume of the natural gas transported is set forth in the following
table. Gas volumes are expressed in thousands of cubic feet, or mcfs.
Volume transported for the
period from
January 28, 2000
through
December 31, 2000
----------------------
New York Systems.................................. 408,800
Ohio Systems...................................... 3,902,200
Pennsylvania Systems.............................. 10,175,800
-------------
14,486,800
The gathering systems were constructed at various times beginning in
1969. The gathering systems are generally constructed with 2, 4, 6, 8 and 12
inch cathodically protected and wrapped steel pipe and are generally buried 36
inches below the ground. Pipelines constructed in this manner typically are
expected to last at least 50 years from the date of construction. For the year
ended December 31, 2000, the cost of operating the gathering systems was
approximately $1.2 million. In the areas serviced by our gathering systems, we
do not believe that there are any significant geographic limitations upon our
ability to expand.
Pipeline Construction During Fiscal 2000
During fiscal 2000, we added approximately 100 miles of pipeline at a
cost of $1.3 million, these additions were associated with the completion of 172
wells drilled by Atlas America or its affiliates.
Reserves
Our revenues are determined primarily by the amount of natural gas
flowing through our gathering systems. Our ability to increase the flow of
natural gas through our gathering systems and to offset the natural decline of
the production already connected to our gathering systems will be determined
primarily by our ability to connect new wells to our gathering systems and
acquire additional gathering assets.
Atlas America and its affiliates have entered into an agreement with us
relating to the connection of future wells owned or controlled by them to our
gathering systems. We anticipate that these wells will be the principal
producers of gas transported by our gathering systems. As of December 31, 2000,
Atlas America and its affiliates controlled leases on developed properties in
the operational area of our gathering systems which independent petroleum
engineers estimate contain 447.9 bcf of recoverable natural gas. In addition,
Atlas America and its affiliates control leases on 188,700 undeveloped acres of
land which independent petroleum engineers estimate contain 44.4 bcf of proven
undeveloped natural gas.
During the year ended December 2000, Atlas America and its affiliates
drilled and completed 172 gross wells. At December 31, 2000, these wells
contained an estimated 29.1 bcf of remaining recoverable natural gas reserves
after production in previous periods.
5
Agreements with Atlas America and its affiliates
At the completion of our initial public offering, we entered into an
omnibus agreement and a master natural gas gathering agreement with Atlas
America and two of its affiliates, Resource Energy, Inc. and Viking Resources
Corporation. The purpose of these agreements was to maximize the use and
expansion of our gathering systems and the volume of natural gas they transport.
Neither of these agreements resulted from arm's length negotiations and,
accordingly, we cannot assure you that we could have obtained more favorable
terms from independent third parties similarly situated. However, since these
agreements principally involve the imposition of obligations on Atlas America
and its affiliates, we do not believe that we could obtain similar agreements
from independent third parties.
General. The omnibus agreement relates to obligations that Atlas
America and its affiliates have undertaken to add wells to the gathering systems
and provide consulting services when we construct new gathering systems or
extend existing systems. The omnibus agreement is a continuing obligation,
having no specified term or provisions regarding termination except for a
provision terminating the agreement if our general partner is removed as general
partner, without cause.
Well Connections. Atlas America has sponsored in the past, and expects
that it will continue to sponsor in the future, oil and gas drilling programs in
areas served by the gathering systems. Under the omnibus agreement, Atlas
America must construct up to 2,500 feet of small diameter (two inches or less)
sales or flow lines from the wellhead of any well it drills and operates to a
point of connection to our gathering systems. Where Atlas America has extended
sales and flow lines to within 1,000 feet of one of our gathering systems, we
must extend our system to connect to that well.
With respect to wells to be drilled that will be more than 3,500 feet
from our gathering systems, we have the right under the omnibus agreement, at
our cost, to extend our gathering systems. If we do not elect to extend our
gathering systems, Atlas America may connect the wells to an interstate or
intrastate pipeline owned by third parties, a local natural gas distribution
company or an end user; however, we will have the right to assume the cost of
construction of the necessary lines, which then become part of our gathering
systems. Alternatively, Atlas America may connect the wells to a third party
gathering system, in which case we may assume the construction costs for, and
own, the lines from the well to the third party gathering system. We must
exercise our rights within 30 days of notice to us from Atlas America that it
intends to drill on a particular site that is not within 3,500 feet of our
gathering systems. If we elect to have the well connected to our gathering
systems, we must complete construction of one of our gathering systems to within
2,500 feet of the well within 60 days after Atlas America has notified us that
the well will be completed as a producing natural gas well. If we elect to
assume the cost of constructing lines, Atlas America will be responsible for the
construction, and we must pay the cost of that construction within 30 days of
Atlas America's invoice.
The omnibus agreement requires Atlas America and its affiliates to
drill not less than 225 wells that are within 2,500 feet of our gathering
systems on or before December 31, 2002. The drilling obligation includes wells
drilled in 1999 by general or limited partnerships sponsored by Atlas America or
its affiliates. As of December 31, 2000, Atlas America had drilled all of the
required wells.
6
The omnibus agreement requires Atlas America to assist us in
identifying existing gathering systems for possible acquisition and to provide
consulting services to us in evaluating and making a bid for these systems. Any
gathering system that Atlas America or its affiliates identify as a potential
acquisition must first be offered to us. We will have 30 days to determine
whether we want to acquire the identified system and advise Atlas America of our
intent. If we intend to acquire the system, we will have an additional 60 days
to complete the acquisition. If we do not complete the acquisition, or advise
Atlas America that we do not intend to acquire the system, then Atlas America
may do so. After the end of the fiscal year, we acquired two gathering systems
that Atlas America had identified as described in Item 8, "Financial Statements
and Supplementary Data" - Note 6.
Gathering System Construction. The omnibus agreement requires Atlas
America to provide us with construction management services if we determine to
expand one or more of our gathering systems. We must reimburse Atlas America for
its costs, including an allocable portion of employee salaries, in connection
with its construction management services. We used Atlas America's construction
management services during the year ended December 31, 2000 for gathering system
expansions and reimbursed $1.3 million in costs to Atlas America. At December
31, 2000, Atlas America was continuing to provide on-going construction
management services for gathering systems expansions.
Construction Financing. The omnibus agreement requires Atlas America to
provide us with financing for the cost of constructing new gathering systems or
gathering system expansions until February 2005, on a stand-by basis. If we
choose to use the stand-by commitment, the financing will be provided through
the purchase by Atlas America of our common units in the amount of the
construction costs. The purchase price of the common units will be the average
daily closing price for the common units on the American Stock Exchange for the
20 consecutive trading days before the purchase. Purchases will be made as we
incur construction costs for which we use the stand-by commitment. Construction
costs do not include maintenance expenses or capital improvements following
construction or costs of acquiring gathering systems. The stand-by commitment is
for a maximum of $1.5 million in any contract year during the commitment period.
We are not obligated to use the stand-by commitment and may seek financing from
other sources. We did not use the stand-by commitment during the year ended
December 31, 2000.
Disposition of Interest in Our General Partner. Direct and indirect
wholly-owned subsidiaries of Atlas America act as the general partners,
operators or managers of the general and limited partnerships sponsored by Atlas
America; another subsidiary of Atlas America acts as our general partner. Under
the omnibus agreement those subsidiaries, including our general partner, that
currently act as the general partners, operators or managers of partnerships
sponsored by Atlas America must also act as the general partners, operators or
managers for all new partnerships sponsored by Atlas America. Atlas America and
its affiliates may not divest their ownership of one entity without divesting
their ownership of the other entities to the same acquiror. For these purposes,
divestiture means a sale of all or substantially all of the assets of an entity,
the disposition of more than 50% of the capital stock or equity interest of an
entity, or a merger or consolidation that results in Atlas America and its
affiliates, on a combined basis, owning, directly or indirectly, less than 50%
of the entity's capital stock or equity interest. Atlas America and its
affiliates may transfer their interests to each other, or to their wholly or
majority-owned direct or indirect subsidiaries, or to a parent of any of them,
provided that their combined direct or indirect interest is not reduced to less
than 50%.
7
Master Natural Gas Gathering Agreement. Atlas America and two of its
subsidiaries, Resource Energy and Viking Resources, have entered into a master
natural gas gathering agreement with us. Under this agreement, we receive a fee
for gathering natural gas, determined as follows:
o for natural gas from well interests allocable to Atlas
America, Resource Energy and Viking Resources or their
subsidiaries (excluding general or limited partnerships
sponsored by them) that were connected to the gathering
systems at February 2, 2000, the greater of $.40 per mcf or
16% of the gross sales price of the natural gas transported;
o for natural gas from well interests allocable to general and
limited partnerships sponsored by Atlas America that are
connected to the gathering systems at any time, and well
interests allocable to independent third parties in wells
connected to the gathering systems before February 2, 2000,
the greater of $.35 per mcf or 16% of the gross sales price of
the natural gas transported;
o for natural gas from well interests allocable to Atlas
America, Resource Energy and Viking Resources that are
connected to the gathering systems after February 2, 2000, the
completion of our initial offering, the greater of $.35 per
mcf or 16% of the gross sales price of the natural gas
transported; and
o for natural gas from well interests operated by Atlas America
and Viking Resources and drilled after December 1, 1999 that
are connected to a gathering system that is not owned by us
and for which we assume the cost of constructing the
connection to that gathering system, an amount equal to the
greater of $.35 per mcf or 16% of the gross sales price of the
natural gas transported, less the gathering fee charged by the
other gathering system.
Atlas America, Resource Energy and Viking Resources receive gathering
fees from contracts or other arrangements with third party owners of well
interests connected to our gathering systems. However, Atlas America, Resource
Energy and Viking Resources must pay gathering fees owed to us from their own
resources regardless of whether they receive payment under those contracts or
arrangements.
The master natural gas gathering agreement is a continuing obligation
and, accordingly, has no specified term or provisions regarding termination.
However, if our general partner is removed as our general partner without cause,
then no gathering fees will be due under the agreement with respect to new wells
drilled by Atlas America. The agreement provides that Atlas America, Resource
Energy and Viking Resources, as the shippers of natural gas, will indemnify us
against claims relating to ownership of the natural gas transported. For all
other claims relating to natural gas we transport, the party that has control
and possession of the natural gas must indemnify the other party with respect to
losses arising in connection with or related to the natural gas when it is in
the first party's possession and control.
The master natural gas gathering agreement does not cover all of the
natural gas we transport. None of the natural gas produced by wells owned by
independent third parties and connected to our gathering systems after February
2, 2000 or wells connected to gathering systems we may acquire from independent
third parties after February 2, 2000 come under the agreement. We must negotiate
gathering fees for these wells with the well owners or assume the gathering fees
under any existing gathering contracts.
8
Purchase Contract with an Affiliate of FirstEnergy Services Corp.
Atlas America and Resource Energy have entered into a natural gas sale
agreement dated March 31, 1999 with Northeast Ohio Gas Marketing, Inc., an
affiliate of FirstEnergy Services Corp. FirstEnergy is a natural gas supplier to
industry and retail consumers. Under the agreement, Northeast Ohio has agreed to
buy substantially all of the natural gas produced by Atlas America, Resource
Energy and its affiliates. For these purposes, general and limited partnerships
sponsored by Atlas America are considered affiliates. Excepted from this
agreement is natural gas sold to three industrial users in Mercer County, Ohio
and natural gas sold pursuant to Resource Energy's existing contracts. Neither
Viking Resources nor general or limited partnerships sponsored by it are subject
to this agreement. Viking Resources has not sponsored any limited partnerships
since 1999.
The agreement extends through March 31, 2009 and provides that
Northeast Ohio must take substantially all of the gas produced by Atlas America
and Resource Energy. The agreement may be suspended for force majeure which
generally is defined to mean an act of God, strike, war, public riot, lightning,
fire, storm, flood, and explosion.
The agreement establishes a price formula to be paid for the natural
gas at the specified delivery points for either the first one or two years of
the agreement depending upon the delivery point. If, at the end of the
applicable period, Atlas America, Resource Energy and Northeast Ohio cannot
agree to a new price for the natural gas, Atlas America and Resource Energy may
arrange to sell their natural gas to third parties. However, they must first
give Northeast Ohio notice and an opportunity to match the price. Thereafter,
Northeast Ohio, Atlas America and Resource Energy will set the price formula
annually each November 30 and, if no agreement is reached, Atlas America and
Resource Energy will be free to sell their natural gas to third parties for the
succeeding 12 months.
Competition
Our gathering systems do not encounter direct competition in their
respective service areas since Atlas America controls the majority of the
drillable acreage in each area. However, our gathering systems may be subject to
two forms of indirect competition:
o competition to extend the gathering systems to wells owned or
operated by persons other than Atlas America and its
affiliates; and
o competition to acquire gathering systems owned by third
parties.
Although we did not encounter significant competition with respect to
well connections or gathering system acquisitions during fiscal 2000, we may
encounter competition in the future. Any competition may reduce transportation
charges or use of our gathering systems and increase the cost of acquiring other
gathering systems. This may adversely affect our revenues, cause dilution to
existing unitholders and result in a decrease of per unit distributions.
Atlas America may encounter competition in obtaining drilling sources
from third-party providers. Any competition it encounters could delay Atlas
America in drilling wells for its sponsored partnerships, and thus delay the
connection of wells to our gathering systems. These delays would reduce the
volume of gas we otherwise would have been transported, thus reducing our
potential transportation revenues. Although Atlas America did not experience any
material adverse effects from this competition in fiscal 2000, we cannot assure
you that it will not do so in fiscal 2001, particularly in view of the recent
significant increases in natural gas prices.
Atlas America anticipates that 85% to 90% of the natural gas produced
by each partnership from wells drilled to the Clinton/Medina geological
formation in western Pennsylvania will be sold to Northeast Ohio and
approximately 10% to 15% of the natural gas will be sold to Wheatland Tube
Company pursuant to an agreement that expires September 2001. Atlas America
further anticipates that all of the natural gas produced by each partnership
from wells drilled to the Mississippian/Upper Devonian Sandstone reservoirs in
Fayette County, Pennsylvania and the Clinton/Medina geological formation in
southern Ohio - will be sold to Northeast Ohio.
9
Regulation
Federal Regulation. Under the Natural Gas Act, the Federal Energy
Regulatory Commission regulates various aspects of the operations of any
"natural gas company," including the transportation of natural gas, rates and
charges, construction of new facilities, extension or abandonment of services
and facilities, the acquisition and disposition of facilities, reporting
requirements, and similar matters. However, the Natural Gas Act definition of a
"natural gas company" requires that the company be engaged in the transportation
of natural gas in interstate commerce, or the sale in interstate commerce of
natural gas for resale. Since we believe that each of our individual gathering
systems performs primarily a gathering function, we believe that we are not
subject to regulation under the Natural Gas Act. If we were determined to be a
natural gas company, our operations would become regulated under the Natural Gas
Act. We believe the expenses associated with seeking certificates of authority
for construction, service and abandonment, establishing rates and a tariff for
our gas gathering activities, and meeting the detailed regulatory accounting and
reporting requirements would substantially increase our operating costs and
would adversely affect our profitability, thereby reducing our ability to make
distributions to unitholders.
State Regulation. Our gas operations are subject to regulation at the
state level. The Public Utility Commission of Ohio, the New York Public Service
Commission and the Pennsylvania Public Utilities Commission regulate the
transportation of natural gas in their respective states. In Ohio, a producer or
gatherer of natural gas may file an application seeking exemption from
regulation as a public utility. We have been granted an exemption by the Public
Utility Commission of Ohio for our Ohio facilities. The New York Public Service
Commission imposes traditional public utility regulation on the transportation
of natural gas. This regulation includes rates, services and siting authority
for the construction of certain facilities. Our gas gathering operations
currently are not regulated by the New York Public Service Commission. In
addition, our operations in Pennsylvania currently are not subject to the
Pennsylvania Public Utility Commission's regulatory authority since they do not
provide service to the public generally and, accordingly, do not constitute the
operation of a public utility. In the event the New York and Pennsylvania
authorities seek to regulate on our operations, we believe that our operating
costs could increase and our transportation fees could be adversely affected,
thereby reducing our net revenues and ability to make distributions to
unitholders.
Environmental and Safety Regulation
Under the Comprehensive Environmental Response, Compensation and
Liability Act, the Toxic Substances Control Act, the Resource Conservation and
Recovery Act, the Clean Air Act, the Clean Water Act and other federal and state
laws relating to the environment, owners of natural gas pipelines can be liable
for fines, penalties and clean-up costs with respect to pollution caused by the
pipelines. Moreover, the owners' liability can extend to pollution costs from
situations that occurred prior to their acquisition of the pipeline. Natural gas
pipelines are also subject to safety regulation under the Natural Gas Pipeline
Safety Act of 1968 and the Pipeline Safety Act of 1992 which, among other
things, dictate the type of pipeline, quality of pipeline, depth, methods of
welding and other construction-related standards. The state public utility
regulators discussed above have either adopted the federal standards or
promulgated their own safety requirements consistent with the federal
regulations. Although we believe that our gathering systems comply in all
material respects with applicable environmental and safety regulations, risks of
substantial costs and liabilities are inherent in pipeline operations, and we
cannot assure you that we will not incur these costs and liabilities.
Employees
As is commonly the case with publicly traded limited partnerships, we
do not directly employ any of the persons responsible for our management or
operation. In general, Atlas America and Resource America personnel manage the
gathering systems and operate our business as officers and employees of our
general partner.
10
Risk Factors
Limited partner interests are inherently different from the capital
stock of a corporation, although many of the business risks to which we are
subject are similar to those that would be faced by a corporation engaged in a
similar business. If any of the following risks actually occurs, our business,
financial condition or results of operations could be materially adversely
affected. In that case, the trading price of our common units could decline and
you may lose some or all of your investment.
After the expiration of the distribution support period, cash
distributions are not assured and may fluctuate with our performance. Our
general partner currently intends to fund deficiencies in available cash so that
we can pay minimum quarterly distributions through January 2003. After that we
will distribute all of our cash, less any reserves our general partner believes
we need for operations or for potential acquisitions. We cannot assure you that
the amounts of cash that we will generate will be sufficient to pay the minimum
quarterly distributions or any other level of distributions following January
2003. The actual amounts of cash we generate will depend upon numerous factors
relating to our business which may be beyond our control, including:
o the demand for and price of natural gas;
o the volume of natural gas we transport;
o profitability of operations; o required principal and interest
payments on any debt we may incur; o the cost of acquisitions;
o our issuance of equity securities; o fluctuations in working
capital;
o capital expenditures;
o continued development of wells for connection to our gathering
systems;
o prevailing economic conditions; o fuel conservation measures;
o alternate fuel requirements;
o government regulations; and
o technical advances in fuel economy and energy generation
devices.
Our ability to make cash distributions depends primarily on our cash
flow. Cash distributions do not depend directly on our profitability, which is
affected by non-cash items. Therefore, cash distributions may be made during
periods when we record losses and may not be made during periods when we record
profits.
The failure of Atlas America and Resource Energy to perform their
obligations under the master natural gas gathering agreement may adversely
affect our revenues. All of our revenues for the foreseeable future will consist
of the fees we receive under the master natural gas gathering agreement. We
anticipate that Atlas America and Resource Energy will pay our fees from the
gathering fees they receive from the well owners. However, Atlas America and
Resource Energy are contractually obligated to pay our fees even if the
gathering fees they receive from well owners are insufficient. Our cash flow
could be materially adversely affected if Atlas America and Resource Energy fail
to discharge their obligations to us.
11
The amount of natural gas we transport will decline over time unless
new wells are connected to our gathering systems. Production of natural gas from
a well generally declines over time until it can no longer economically produce
natural gas and is plugged and abandoned. Failure to connect new wells to the
gathering systems could, therefore, result in the amount of natural gas we
transport reducing substantially over time and could, upon exhaustion of the
current wells, cause us to abandon one or more of our gathering systems and,
possibly, cease operations. As a consequence, our revenues and, thus, our
ability to make distributions to unitholders would be materially adversely
affected.
Although we entered into the omnibus agreement to, among other things,
increase the number of natural gas wells connected to our gathering systems,
well connections resulting from that agreement depend principally upon the
success of Atlas America in sponsoring drilling programs for investors and
completing wells for these programs. We cannot assure you that Atlas America
will be able to continue to organize these partnerships, the amount of money
these partnerships will raise, the number of wells that will actually be drilled
or that wells drilled for these partnerships will produce natural gas in
economic quantities. Moreover, we cannot assure you that production from any
newly developed wells will be sufficient to offset production declines from
existing wells.
The amount of gas we transport may be reduced if the public utility
pipelines to which we deliver gas cannot or will not accept the gas. Our
gathering systems principally serve as intermediate transportation facilities
between sales lines from wells connected to our systems and the public utility
pipelines to which we deliver natural gas. If one or more of these public
utility pipelines has service interruptions, capacity limitations or otherwise
does not accept the natural gas we transport, and we cannot arrange for delivery
to other public utility pipelines, local distribution companies or end users,
the amount of natural gas we transport may be reduced. Since our revenues depend
upon the volumes of natural gas we transport, this could result in a material
reduction in our revenues.
Governmental regulation of our pipelines could increase our operating
costs. Currently our operations involving the gathering of natural gas from
wells are exempt from regulation under the Natural Gas Act. We cannot assure
you, however, that this will remain the case. The implementation of new laws or
policies that would subject us to regulation by the Federal Energy Regulatory
Commission under the Natural Gas Act could have a material adverse effect on our
financial condition and operations, as discussed in "Regulation."
Our gas gathering operations are subject to regulation at the state
level, which increases the costs of operating our pipeline facilities. Matters
subject to regulation include rates, service and safety. We have been granted an
exemption from regulation as a public utility in Ohio. Presently, our rates are
not regulated in New York and Pennsylvania. Changes in state regulations, or our
status under these regulations, that subject us to further regulation could have
a material adverse effect on our financial condition and operations.
Litigation or governmental regulation relating to environmental
protection and operational safety may result in substantial costs and
liabilities. Our operations are subject to federal and state environmental laws
under which owners of natural gas pipelines can be liable for clean-up costs and
fines in connection with any pollution caused by the pipelines. We can also be
liable for clean-up costs resulting from pollution which occurred before our
acquisition of the gathering systems. In addition, we are subject to federal and
state safety laws that dictate the type of pipeline, quality of pipe protection,
depth, methods of welding and other construction-related standards. While we
believe that the gathering systems comply in all material respects with
applicable laws and will be indemnified for any violations arising from events
that occurred before our acquisition of the gathering systems by Atlas America,
Resource Energy and Viking Resources individually for the respective gathering
systems transferred by each, we cannot assure you that future events will not
occur for which we may be liable. None of these events will be covered by the
indemnification from Atlas America, Resource Energy and Viking Resources.
Possible future developments, including stricter laws or enforcement policies,
or claims for personal or property damages resulting from our operations could
result in substantial costs and liabilities to us. We have been advised by Atlas
America, Resource Energy and Viking Resources that, to date, compliance with
existing laws has not had a material impact on the capital expenditures,
earnings or competitive position of the gathering systems.
12
If we are unable to make acquisitions on economically and operationally
acceptable terms, our future financial performance may be limited. We cannot
assure you that:
o we will identify attractive acquisition candidates in the
future;
o we will be able to acquire assets on economically acceptable
terms;
o any acquisitions will not be dilutive to earnings and
operating surplus; or
o any debt incurred to finance an acquisition will not affect
our ability to make distributions to you.
If we are unable to make acquisitions on economically and operationally
acceptable terms, our future financial performance will be limited to the
performance of our existing gathering systems and any extensions of those
systems to new wells.
Our acquisition strategy involves many risks, including:
o difficulties inherent in the integration of operations and
systems;
o the diversion of management's attention from other business
concerns; and
o the potential loss of key employees of acquired businesses.
In addition, future acquisitions may involve significant expenditures.
Depending upon the nature, size and timing of future acquisitions, we may be
required to secure financing. We cannot assure you that additional financing
will be available to us on acceptable terms.
Our ability to expand our gathering systems could be adversely affected
if Atlas America fails to provide the required financing. If we elect to use the
standby commitment from Atlas America to provide financing described in "Omnibus
Agreement - Construction Financing," Atlas America most likely will be required
to seek its own financing. If it cannot secure sufficient financing, expansion
of our gathering systems could be adversely affected. This could adversely
affect our growth and the amount of natural gas transported by our gathering
systems.
The amount of natural gas recoverable from properties potentially
served by our gathering systems may be less than our estimates, which could
materially adversely affect the amount of natural gas we gather and, thus, our
revenues. Estimates of the amount of natural gas recoverable from properties
potentially served by our gathering systems may vary substantially from actual
amounts that are economically recoverable. There are numerous uncertainties
inherent in estimating quantities of recoverable natural gas, including many
factors over which Atlas America has no control. Estimates of recoverable
natural gas necessarily depend upon a number of factors, any one of which may
vary considerably from actual results. These factors and assumptions relate to:
o the geological features of the rock formations in which the
natural gas is found;
o historical production from the area compared with production
from other producing areas;
o the assumed effects of regulation by governmental agencies;
and
o assumptions concerning future natural gas prices, operating
costs and capital expenditures.
For these reasons, estimates of the recoverable quantities of natural
gas attributable to any particular group of properties, classifications of
properties based on risk of recovery of natural gas, and estimates of future net
cash flows expected from these properties, as prepared by different engineers or
by the same engineers at different times, may vary substantially. Actual
production, revenue and expenditures will likely vary from estimates, and these
variations may be material. If the amount of recoverable natural gas is
materially less than the estimates, the amount of natural gas we gather and,
thus, our revenues could be materially adversely affected.
13
If Atlas America, Resource Energy or Viking Resources default on their
obligations to us, we do not have contractual recourse to Resource America. The
omnibus agreement and natural gas agreement between us and Atlas America,
Resource Energy and Viking Resources are material to our business, financial
condition and results of operations. Although Atlas America, Resource Energy and
Viking Resources are subsidiaries of Resource America, Resource America has not
guaranteed or otherwise assumed responsibility for any of its subsidiaries'
obligations to us.
A decline in natural gas prices could adversely affect our revenues.
Our master natural gas gathering agreement with Atlas America, Resource Energy
and Viking Resources provides for gathering fees equal to 16% of the gross sales
price of the natural gas we transport, subject to minimum prices of $.35 or $.40
per mcf. Contracts for wells connected to our gathering systems in the future
that will not be subject to the master agreement will contain similar fee
provisions, but may not establish minimum prices. Our business will therefore
depend in part upon the prices at which the natural gas we transport is sold.
Although historically there has been an abundant demand for natural gas, there
has from time to time been a surplus of natural gas which has caused sharp
fluctuations and declines in prices obtainable.
Gathering system operations are subject to operational hazards and
unforeseen interruptions. The operations of our gathering systems are subject to
hazards and unforeseen interruptions, including natural disasters, adverse
weather, accidents or other events, beyond our control. A casualty occurrence
might result in injury and extensive property or environmental damage. Although
we intend to maintain customary insurance coverages for gathering systems of
similar capacity, we can offer no assurance that these coverages will be
sufficient for any casualty loss we may incur.
If we were to lose the management expertise of Atlas America, we would
not have sufficient stand-alone resources to operate. We do not directly employ
any of the persons responsible for our management. Rather, we rely on Atlas
America personnel to manage and operate our business as officers and employees
of our general partner. Therefore, if we were to lose the management expertise
of Atlas America, we would not have sufficient stand-alone resources to operate.
Further, neither we nor our general partner intends to obtain key man life
insurance for the officers and employees of our general partner.
ITEM 2. PROPERTIES
Substantially all of our gathering systems are constructed within
rights-of-way granted by property owners named in the appropriate land records.
In a few cases, property for gathering system purposes was purchased in fee. All
of our compressor stations are located on property owned in fee or on property
under long-term leases. Our general partner believes that we have satisfactory
title to all of our properties.
Our property or rights-of-way are subject to encumbrances, restrictions
and other imperfections, although our general partner does not expect that these
imperfections will interfere materially with the conduct of our business. In
many instances, lands over which rights-of-way have been obtained are subject to
prior liens which have not been subordinated to the right-of-way grants. In a
few instances, our rights-of-way are revocable at the election of the land
owners. In some cases, not all of the owners named in the appropriate land
records have joined in the right-of-way grants, but in substantially all such
cases signatures of the owners of majority interests have been obtained.
Substantially all permits have been obtained from public authorities to cross
over or under, or to lay facilities in or along, water courses, county roads,
municipal streets, and state highways, where necessary, although in some
instances these permits are revocable at the election of the grantor.
Substantially all permits have also been obtained from railroad companies to
cross over or under lands or rights-of-way, many of which are also revocable at
the grantor's election. Certain of our rights to lay and maintain pipelines are
derived from recorded gas well leases, which wells are currently in production;
however, the leases are subject to termination if the wells cease to produce. In
some of these cases, the rights to maintain existing pipelines continue in
perpetuity, even if the well associated with the lease ceases to be productive.
In addition, because many of these leases affect wells at the end of lines,
these rights-of-way will not be used for any other purpose once the related well
ceases to produce.
14
ITEM 3. LEGAL PROCEEDINGS
We are not, nor are any of our gathering systems, subject to any
pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED UNITHOLDER
MATTERS
Our common units are listed on the American Stock Exchange under the
symbol "APL." Our common units were held by approximately 47 record holders at
December 31, 2000.
The following table sets forth the range of high and low sales prices
of our common units and distributions on our common units on a quarterly basis
since our common units began trading on January 28, 2000.
Distributions
Declared
High Low Per Unit
------ ------- --------------
2001
First Quarter (through March 22, 2001)............. $ 26.75 $ 19.19 $ .65
2000
Fourth Quarter..................................... 18.94 13.50 .56
Third Quarter...................................... 19.38 12.75 .535
Second Quarter..................................... 14.06 10.88 .45
First Quarter...................................... 12.88 10.50 .295(1)
- ----------
(1) Minimum quarterly distribution of $.42 prorated for period from inception,
January 28, 2000, to March 31, 2000.
In connection with our initial public offering, we also issued
1,641,026 subordinated units, all of which are held by our general partner.
There is no established public trading market for these units.
Our limited partnership agreement generally requires us to distribute
available cash 98% to the limited partners and 2% to our general partner except
for our general partner's incentive distribution rights which require
distributions of increased percentages of available cash to the general partner
as distributions to limited partners exceed specified minimums, as follows:
Percent of available
cash in excess of
Minimum of minimum
------------------ ------------------------
$ .42 15%
$ .52 25%
$ .60 50%
Available cash generally means for any of our quarters, all cash on hand at the
end of the quarter less cash reserves that our general partner determines are
appropriate to provide for our operating costs, including potential
acquisitions, and to provide funds for distributions to the partners for any one
or more of the next four quarters.
15
Distributions to limited partners are allocated among the limited
partners in accordance with their relative number of units except that, during
the subordination period, distributions to subordinated units are subordinated
to the receipt by the common units of a minimum quarterly distribution of $.42
per common unit, plus any unpaid minimum quarterly distribution amounts from
prior periods. The subordination period extends until December 31, 2004 and,
thereafter, until certain financial criteria established by our limited
partnership agreement are met.
We make distributions of available cash to unitholders regardless of
whether the amount distributed is less than the minimum quarterly distribution.
If distributions from available cash on the common units for any quarter during
the subordination period are less than the minimum quarterly distribution of
$.42 per common unit, holders of common units will be entitled to arrearages.
Common unit arrearages will accrue and be payable in a future quarter after the
minimum quarterly distribution is paid for the quarter. Subordinated units will
not accrue any arrearages on distributions for any quarter. Upon expiration of
the subordination period, the subordinated units will convert into common units
on a one-for-one basis, and will then participate pro rata with the other common
units in distributions of our available cash.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data should be read together with the
financial statements, the notes to the financial statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" which
are included elsewhere in this report. The selected financial data set forth
below for the year ended December 31, 2000 is derived from financial statements
appearing elsewhere in this report, audited by Grant Thornton LLP.
For the Year Ended
December 31, 2000
(in thousands,
except per share data)
Income statement data:
Revenues................................................ $ 9,466
===========
Depreciation and amortization........................... $ 1,020
===========
Net income.............................................. $ 6,625
===========
Net income per limited partner unit-basic and diluted... $ 2.07
===========
Cash distributions per common unit...................... $ 1.28
===========
Balance sheet data:
Total assets............................................ $ 22,092
Long-term debt.......................................... -
Common unitholders' capital............................. 18,122
Subordinated unitholder capital......................... 2,074
General partner's capital............................... (89)
-----------
Total capital........................................ $ 20,107
===========
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-Looking Statements
WHEN USED IN THIS FORM 10-K, THE WORDS "BELIEVES," "ANTICIPATES,"
"EXPECTS" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD LOOKING
STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES WHICH
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. THE RISKS AND UNCERTAINIES ARE
DISCUSSED IN ITEM 1 OF THIS REPORT UNDER THE HEADING "RISK FACTORS." READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS WHICH
SPEAK ONLY AS OF THE DATE HEREOF. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE
THE RESULTS OF ANY REVISIONS TO FORWARD LOOKING STATEMENTS WHICH MAY BE MADE TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS.
General
Our principal business objective is to generate income for distribution
to our unitholders from the transportation of natural gas through our gathering
systems. We completed an initial public offering of our common units in February
2000 and used the proceeds of that offering to acquire the gathering systems
formerly owned by Atlas America, Inc. and its affiliates, all subsidiaries of
Resource America, Inc. The acquisition agreement provided that operations of the
gathering systems from and after January 28, 2000 would be for our account and,
accordingly, we deem January 28, 2000 to be the commencement of our operations.
The gathering systems gather natural gas from wells in Eastern Ohio, Western New
York, and Western Pennsylvania and transport the natural gas primarily to public
utility pipelines. To a lesser extent, the gathering systems transport natural
gas to end-users. The results of operations discussed below are for the year
ended December 31, 2000.
Results of Operations
The following table sets forth the average volumes transported,
transportation rates and revenues received by us for the year ended December 31,
2000.
Average daily throughput volumes (mcf) (1)............... 42,734
=============
Average transportation rate.............................. $ .65
=============
Total transportation and compression revenues............ $ 9,441,000
=============
- ------------
(1) In units of 1,000 cubic feet ("mcf").
Year Ended December 31, 2000
Revenues. Our primary source of income for the year ended December 31,
2000 was transportation and compression revenue. The two variables which affect
transportation and compression revenue are:
o the volumes of natural gas, expressed in thousands of cubic
feet, or "mcfs", that go through our gathering system, and
o the transportation rate per mcf paid to us under our master
natural gas gathering agreement.
17
During the year ended December 31, 2000, our average daily throughput
volume increased from 39,255 mcfs in the quarter ended March 31, 2000 to 44,676
mcfs in the quarter ended September 30, 2000, an increase of 5,421 mcf (14%).
Fourth quarter throughput decreased to 41,946 mcfs, a decrease of 2,730 mcfs
(6%), due to early severe winter weather and the associated use of house gas.
Our average transportation rate increased from $.45 in the quarter ended March
31, 2000 to $.80 in the quarter ended December 31, 2000, an increase of $.35
(78%). The increase in average daily throughput volume resulted from additional
volumes associated with wells drilled by Atlas America. The increase in our
average transportation rate was caused by the increase in average natural gas
prices received by Atlas America for wells transported through our system, which
were $2.91 per mcf during the first quarter of fiscal 2000 and $4.98 per mcf
during the fourth quarter of fiscal 2000, an increase of $2.07 or (71%).
Although natural gas prices have risen during the current year, there can be no
assurances as to the future demand for or price of natural gas.
Interest income of $25,200 consists of interest earned on funds
temporarily invested in short-term money market accounts.
During the year ended December 31, 2000, we incurred expenses of $2.8
million consisting primarily of $1.2 million of transportation and compression
expense relating to transporting natural gas through our pipeline, $576,000 of
general and administrative expense, consisting primarily of reimbursements to
our General Partner for salaries and benefits ($321,000), professional services
including audit, tax consulting, insurance and legal fees ($255,000) and $1.0
million of depreciation and amortization expense.
Liquidity and Capital Resources
Since commencement of operations, the principal source of our capital
resources has been the initial offering of our common units which after offering
costs and underwriting discounts and commissions, resulted in net proceeds to us
of $17.4 million. Secondarily, we received transportation and compression
revenue, and, in October 2000, obtained a $10.0 million revolving credit
facility. At December 31, 2000, our current ratio was 1.9 to 1.0.
Net cash provided by operating activities was $6.0 million in the year
ended December 31, 2000 principally derived from $7.7 million of income before
depreciation and amortization. Changes in current assets and current liabilities
resulted in a net cash use of $1.7 million which includes our transportation
receivable. Net cash used in investing activities was $18.0 million in the year
ended December 31, 2000, principally for our acquisition, in February 2000, of
the gathering systems. At December 31, 2000 property and equipment was
approximately 71% of total consolidated assets. Capital expenditures, other than
for the initial acquisition of the gathering system were $1.3 million for the
year ended December 31, 2000, principally consisting of costs relating to
expansion of our existing gathering systems as a result of new wells connected
to our system and compressor upgrades. We anticipate capital expenditures for
2001 of $1.75 million which we expect to fund from cash generated by operations
and our line of credit. These capital expenditures will go for further
expansions of our gathering systems and to improve our facilities by replacing
existing lines and upgrading our compressors. As of December 31, 2000, however,
we did not have any specific commitments to make any capital expenditures. Our
capital expenditures could increase materially from our estimate if the number
of wells connected to our gathering systems in fiscal 2001 exceeds our current
estimate. Net cash provided by financing activities was $14.0 million in the
year ended December 31, 2000, consisting of the proceeds from our initial public
offering offset principally by net distributions to unitholders and our general
partner of $3.2 million and by $751,000 of costs related to our formation.
18
We entered into a $10.0 million revolving credit facility in October
2000. For a description of the terms of this facility, you should read Note 5 to
our financial statements. Our principal purpose in obtaining the facility was to
help fund the expansion of our existing gathering systems, the acquisitions of
other gas gathering systems and ongoing operations. Subsequent to the end of our
fiscal year, in January and March 2001, we used $1.25 million and $150,000 of
the facility to fund, in part, the acquisitions of a 100 and a 20 mile gas
gathering system, respectively.
Inflation and Changes in Prices
Inflation affects the operating expenses of the gathering systems.
Increases in those expenses are not necessarily offset by increases in
transportation rates that the gathering operations are able to charge. We have
not been materially affected by inflation because we were formed relatively
recently and have only a limited period of operations. While we anticipate that
inflation will affect our future operating costs, we cannot predict the timing
or amounts of any such effects. In addition, the value of the gathering systems
has been and will continue to be affected by changes in natural gas prices.
Natural gas prices are subject to fluctuations which we are unable to control or
accurately predict.
Environmental Regulation
A continuing trend to greater environmental and safety awareness and
increasing environmental regulation has generally resulted in higher operating
costs for the oil and gas industry. We monitor environmental and safety laws and
we believe are in compliance with applicable environmental laws and regulations.
To date, however, compliance with environmental laws and regulations has not had
a material impact on our capital expenditures, earnings or competitive position.
We believe, however, that environmental and safety costs will increase in the
future. We cannot assure you that compliance with environmental laws and
regulations will not, in the future, materially adversely affect our operations
through increased costs of doing business or restrictions on the manner in which
we conduct our operations.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
All of our assets and liabilities are denominated in U.S. dollars,
and as a result, we do not have exposure to currency exchange-rate risks.
We do not engage in any interest rate, foreign currency exchange rate
or commodity price-hedging transactions.
We are subject to risks associated with the fluctuation of prices of
natural gas - see Risk Factors, page 11.
19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Certified Public Accountants
Partners
Atlas Pipeline Partners, L.P.
We have audited the accompanying consolidated balance sheets of Atlas
Pipeline Partners, L.P. and subsidiaries (the "Partnership") as of December 31,
2000 and 1999, the related consolidated statements of income, partners' capital
(deficit) and cash flows for the year ended December 31, 2000. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the consolidated financial position of the Partnership
at December 31, 2000 and 1999 and the consolidated results of its operations and
its consolidated cash flows for the year ended December 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.
/s/ Grant Thornton LLP
- ---------------------
Cleveland, Ohio
March 2, 2001
20
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
2000 1999
----------------- -----------------
ASSETS
Current assets:
Cash and cash equivalents...................................... $ 2,043,500 $ 1,000
Accounts receivable - affiliates............................... 1,781,400 -
Prepaid expenses............................................... 4,400 -
------------- -------------
Total current assets......................................... 3,829,300 1,000
Property and equipment:
Gas gathering and transmission facilities...................... 18,648,900 -
Less - accumulated depreciation................................ (2,875,900) -
------------- -------------
Net property and equipment................................... 15,773,000 -
Goodwill (net of accumulated amortization of $197,300)............ 2,392,600 -
Other Assets (net of accumulated amortization of $8,800).......... 96,600 -
------------- -------------
$ 22,091,500 $ 1,000
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and accrued liabilities....................... $ 101,100 $ -
Distribution payable........................................... 1,883,300 -
------------- -------------
Total current liabilities.................................... 1,984,400 -
Partners' capital (deficit):
Common unitholders, 1,500,000 units outstanding................ 18,122,200 -
Subordinated unitholder, 1,641,026 units outstanding........... 2,073,800 -
General partner................................................ (88,900) 1,000
------------- -------------
Total partners' capital...................................... 20,107,100 1,000
------------- -------------
$ 22,091,500 $ 1,000
============= =============
See accompanying notes to consolidated financial statements
21
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2000
Revenues:
Transportation and compression revenue................ $ 9,441,000
Interest income....................................... 25,200
-------------
Total revenues...................................... 9,466,200
Costs and expenses:
Transportation and compression........................ 1,223,800
General and administrative............................ 576,300
Depreciation and amortization......................... 1,019,600
Property tax.......................................... 13,100
Amortization of deferred finance costs................ 8,800
-------------
Total costs and expenses............................ 2,841,600
-------------
Net income............................................... $ 6,624,600
=============
Net income - limited partners............................ $ 6,492,100
=============
Net income - general partner............................. $ 132,500
=============
Basic and diluted net income per limited partner unit.... $ 2.07
=============
Weighted average limited partner units outstanding....... 3,141,026
=============
See accompanying notes to consolidated financial statements
22
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.......................................................................... $ 6,624,600
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization.................................................... 1,019,600
Amortization of deferred finance costs........................................... 8,800
Change in operating assets and liabilities:
Increase in accounts receivable-affiliates and prepaid expenses.................. (1,785,800)
Increase in accounts payable and accrued liabilities............................ 101,100
-------------
Net cash provided by operating activities........................................ 5,968,300
-------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of gathering systems.................................................... (16,635,100)
Capital expenditures................................................................ (1,329,500)
-------------
Net cash used in investing activities............................................ (17,964,600)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering............................................... 18,135,000
Payment of formation costs.......................................................... (751,000)
Capital contribution................................................................ 443,100
Distributions to partners........................................................... (3,682,900)
Increase in other assets............................................................ (105,400)
-------------
Net cash provided by financing activities........................................ 14,038,800
-------------
Increase in cash and cash equivalents............................................... 2,042,500
Cash and cash equivalents, beginning of year........................................ 1,000
-------------
Cash and cash equivalents, end of year.............................................. $ 2,043,500
=============
See accompanying notes to consolidated financial statements
23
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
YEAR ENDED DECEMBER 31, 2000
Number of Limited Total
Partner Units Partners'
------------------------- General Capital
Common Subordinated Common Subordinated Partner (Deficit)
-----------------------------------------------------------------------------------------
Balance at January 1, 2000......... - $ - $ - $ 1,000 $ 1,000
Issuance of common units........... 1,500,000 - 18,135,000 - - 18,135,000
Issuance of subordinated units..... - 1,641,026 - 1,220,600 - 1,220,600
Payment of offering expenses....... - - (352,500) (382,400) (16,100) (751,000)
Capital contribution............... - - - - 443,100 443,100
Distribution to partners........... - - (1,920,600) (1,237,200) (525,100) (3,682,900)
Distribution payable............... - - (840,000) (919,000) (124,300) (1,883,300)
Net income......................... - - 3,100,300 3,391,800 132,500 6,624,600
---------- ----------- ------------- ------------ ---------- -------------
Balance at December 31, 2000....... 1,500,000 1,641,026 $ 18,122,200 $ 2,073,800 $ (88,900) $ 20,107,100
========== =========== ============= ============ ========== =============
See accompanying notes to consolidated financial statements
24
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS
The Partnership
Atlas Pipeline Partners, L.P. (the "Partnership") is a Delaware limited
partnership formed in May 1999 to acquire, own and operate natural gas gathering
systems theretofore owned by Atlas America, Inc. ("Atlas") and its affiliates,
Viking Resources Corporation ("VRC") and Resource Energy, Inc. ("REI")
(collectively referred to as the Predecessor), all of which were wholly-owned
subsidiaries of Resource America, Inc. ("RAI" or "Parent"). RAI is a publicly
traded company (trading under the symbol REXI on NASDAQ) operating in the energy
and real estate finance business sectors.
The accompanying financial statements and related notes present the
Partnership's consolidated financial position as of December 31, 2000 and 1999
and the results of its consolidated operations, cash flows and changes in
partners' capital for the period from commencement of operations on January 28,
2000 through December 31, 2000, hereafter referred to as the year ended December
31, 2000. All material intercompany transactions and accounts have been
eliminated.
Initial Public Offering and Concurrent Transactions
On February 2, 2000, the Partnership completed its initial public
offering (the "IPO") of 1,500,000 common units ("Common Units") representing
limited partner interests in the Partnership at a price of $13.00 per unit. The
Partnership retained for working capital purposes $750,000 of the $18.1 million
of net proceeds from the IPO and used the balance to pay certain offering costs
and, along with the issuance of 1,641,026 subordinated units valued at $21.3
million, to acquire the gathering systems from the Predecessor.
Consistent with guidance provided by the Emerging Issues Task Force in
Issue No. 87-21 "Change of Accounting Basis in Master Limited Partnership
Transactions," the Partnership maintained the carrying value of the
Predecessor's historical gas gathering and transmission facilities and
associated goodwill of $17.8 million. The issuance of the subordinated units
were valued in the financial statements at $1.2 million, which represented the
excess of the Predecessor's carrying value in the transferred assets over the
cash amount paid for them.
Partnership Structure and Management
The Partnership's operations are conducted through subsidiary entities
whose equity interests are owned by Atlas Pipeline Operating Partnership, L.P.,
an operating partnership (the "Operating Partnership"). Atlas Pipeline Partners
GP, LLC (the General Partner and a wholly-owned subsidiary of Atlas), owns,
through its general partner interests in the Partnership and the Operating
Partnership, a 2% general partner interest in the consolidated pipeline
operations. The remaining 98% is owned by limited partner interests of which 47%
consists of Common Units and 51% consists of subordinated units ("Subordinated
Units"). The rights of holders of the Subordinated Units are different from and
are subordinated to the rights of the holders of common units to participate in
distributions. Through the ownership of these Subordinated Units and the General
Partner interest, the General Partner effectively manages and controls both the
Partnership and the Operating Partnership.
25
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied
in the preparation of the accompanying consolidated financial statements
follows.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Partnership, the Operating Partnership and the Operating Partnership's
wholly-owned subsidiaries. The General Partner's interest in the Operating
Partnership is reported as part of its overall 2% general partner interest in
the Partnership, as opposed to a minority interest. All material intercompany
transactions have been eliminated.
Use of Estimates
Preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Property and Equipment
Depreciation and amortization are provided for in amounts sufficient to
relate the cost of depreciable assets to operations over their estimated service
lives. Gas gathering and transmission facilities are depreciated over 15 or 20
years using the double declining balance and straight-line methods. Other
equipment is depreciated over 5 to 10 years using the straight-line method.
Impairment of Long-Lived Assets
The Partnership reviews its long-lived assets for impairment whenever
events or circumstances indicate that the carrying amount of an asset may not be
recoverable. If it is determined that an asset's estimated future cash flows
will not be sufficient to recover its carrying amount, an impairment charge will
be recorded to reduce the carrying amount for that asset to its estimated fair
value.
Goodwill
Goodwill is associated with the Predecessor's acquisition of the gas
gathering operations, and has been maintained at the Predecessor's carrying
value. Goodwill is being amortized over a period of 30 years, using the
straight-line method.
26
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)
Distributions
The Partnership is required to distribute, within 45 days of the end of
each quarter, all of its available cash for that quarter. For each quarter
during the subordination period (through January 2003), to the extent there is
sufficient cash available, the Common Unit holders have the right to receive a
minimum quarterly distribution ("MQD") of $.42 per unit prior to any
distribution to the subordinated units. The Partnership has met all MQD
requirements since inception. The General Partner, Atlas Pipeline Partners GP,
LLC, in connection with a distribution support agreement, was required to
advance the first distribution due to the average lag time between
transportation of volumes and receipt of cash. The General Partner was
subsequently repaid from the second quarterly distribution. If distributions in
any quarter exceed specified target levels, our general partner will receive
between 15% and 50% of such distributions in excess of the specified target
levels.
Federal Income Taxes
The Partnership is a limited partnership. As a result, the
Partnership's income for federal income tax purposes is reportable on the tax
returns of the individual partners. Accordingly, no recognition has been given
to income taxes in the accompanying financial statements of the Partnership.
Net income, for financial statement purposes, may differ significantly
from taxable income reportable to unitholders as a result of differences between
the tax bases and financial reporting bases of assets and liabilities and the
taxable income allocation requirements under the partnership agreement. These
different allocations can and usually will result in significantly different tax
capital account balances in comparison to the capital accounts per the
consolidated financial statements.
Revenue Recognition
Revenues are recognized at the time the natural gas is transmitted
through the gathering systems. Under the terms of the master natural gas
gathering agreement with Atlas America and its affiliates, ("Atlas"), the
Partnership receives fees for gathering natural gas from wells either owned by
Atlas, and limited partnerships sponsored by Atlas or by independent third
parties whose wells were connected to the Partnership's gathering systems when
operations commenced. The fees received for the gathering services are the
greater of 16% of the gross sales price for gas produced from the wells, or $.35
or $.40 per thousand cubic feet ("mcf"), depending on the ownership of the well.
Substantially all revenues received to date were derived from this agreement.
Fair Value of Financial Instruments
For cash and cash equivalents, receivables and payables, the carrying
amounts approximate fair value because of the short maturity of these
instruments.
27
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)
Net Income Per Unit
There is no difference between basic and diluted net income per limited
partner unit since there are no potentially dilutive units outstanding. Net
income per limited partner unit is determined by dividing net income, after
deducting the General Partner's 2% interest, by the weighted average number of
outstanding Common Units and Subordinated Units (a total of 3,141,026 units as
of December 31, 2000).
Comprehensive Income
The Partnership is subject to the provisions of Statement of Financial
Accounting Standards No. 130 "Reporting Comprehensive Income," which requires
disclosure of comprehensive income and its components. Comprehensive income
includes net income and all other changes in equity of a business during a
period from non-owner sources. These changes, other than net income, are
referred to as "other comprehensive income." The Partnership has no material
elements of comprehensive income, other than net income, to report.
Cash Flow Statements
For purposes of the statement of cash flows, all highly liquid debt
instruments purchased with a maturity of three months or less are considered to
be cash equivalents.
Supplemental Disclosure of Cash Flow Information
During the year ended December 31, 2000, the Partnership did not pay
cash for either interest or income taxes.
Non-cash activities include the issuance of subordinated units issued
as partial payment for gas gathering transmission facilities (see Note 1).
Concentration of Credit Risk
Financial instruments, which potentially subject the Partnership to
concentrations of credit risk, consist principally of periodic temporary
investments of cash. The Partnership places its temporary cash investments in
high quality short-term money market instruments and deposits with high quality
financial institutions and brokerage firms. At December 31, 2000, the
Partnership had $2.0 million in deposits at one bank, of which $1.9 million is
over the insurance limit of the Federal Deposit Insurance Corporation. No losses
have been experienced on such investments.
28
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
NOTE 3 - RELATED PARTY TRANSACTIONS
The Partnership is affiliated with RAI and its subsidiaries, including
Atlas, VRC and REI ("Affiliates"). The Partnership is dependent upon the
resources and services provided by RAI and these Affiliates. Accounts
receivable-affiliates represents the net balance due from these Affiliates for
gas transported through the gathering systems, net of reimbursements for
Partnership costs and expenses paid by these Affiliates.
The Partnership does not currently directly employ any persons to
manage or operate its business. These functions are provided by the General
Partner and employees of RAI and/or its Affiliates who are retained by the
General Partner. The General Partner does not receive a management fee or other
compensation in connection with its management of the Partnership. The
Partnership reimburses the General Partner for all direct and indirect costs of
services provided, including the cost of employees, officer and managing board
member compensation and benefits properly allocable to the Partnership, and all
other expenses necessary or appropriate to the conduct of the business of, and
allocable to, the Partnership. The partnership agreement provides that the
General Partner will determine the expenses that are allocable to the
Partnership in any reasonable manner determined by the General Partner at its
sole discretion. For the year ended December 31, 2000, such costs reimbursed to
the General Partner by the Partnership, without markup, were approximately $3.0
million, including costs capitalized by the Partnership. Under an agreement with
Atlas America and its affiliates ("Atlas"), Atlas must construct lines from its
existing wells to a point of connection to the Partnership's gathering systems.
The Partnership must, at its own cost, extend its system to connect to any such
lines extended to within 1,000 feet of its gathering systems. With respect to
wells to be drilled by Atlas that will be more than 3,500 feet from the
Partnership's gathering systems, the Partnership has various options to connect
those wells to its gathering systems at its own cost.
Credit Facility
Atlas has agreed to provide the Partnership with financing for the cost
of constructing new gathering system expansions for a period of five years from
February 2, 2000, on a stand-by basis. If the Partnership chooses to use this
stand-by commitment, the financing will be provided through the issuance of
Common Units to Atlas. The number of Common Units issued will be based upon the
construction costs advanced and the fair value of the Common Units at the time
of such advances. The commitment is for a maximum of $1.5 million in any
contract year. As of December 31, 2000, no advances have been made under this
credit facility.
29
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
NOTE 4 - DISTRIBUTION DECLARED
On December 19, 2000, the Partnership declared a cash distribution of
$.56 per unit on its outstanding Common Units and Subordinated Units. The
distribution represented the available cash flow for the three months ended
December 31, 2000. The $1,883,300 distribution, which included a distribution of
$124,300 to the General Partner, was paid on February 9, 2001 to unit holders of
record on December 29, 2000.
NOTE 5 - LONG-TERM DEBT AND CREDIT FACILITY
In October 2000, the Partnership entered into a $10.0 million revolving
credit facility administered by PNC Bank. Up to $3.0 million of the facility may
be used for standby letters of credit. Borrowings under the facility are secured
by a lien on and security interest in all the property of the Partnership and
its subsidiaries, including pledges by the Partnership of the issued and
outstanding units of its subsidiaries. The revolving credit facility has a term
ending in October 2003 and bears interest at one of two rates, elected at the
Partnership's option: (i) the Base Rate plus the Applicable Margin or (ii) the
Euro Rate plus the Applicable Margin. As used in the facility agreement, the
Base Rate is the higher of (a) PNC Bank's prime rate or (b) the sum of the
federal funds rate plus 50 basis points. The Euro Rate is (x) the average of
specified LIBOR rates divided by (y) 1.00 minus the percentage prescribed by the
Federal Reserve Board for determining the reserve requirements for euro currency
funding. The Applicable Margin varies with the Partnership's leverage ratio from
between 150 to 200 basis points (for the Euro Rate option) or 0 to 50 basis
points (for the Base Rate option). Draws under any letter of credit bear
interest as specified under (i), above. The credit facility contains financial
covenants, including the requirement that the Partnership maintain: (a) a
leverage ratio not to exceed 3.00 to 1.0, (b) an interest coverage ratio greater
than 3.5 to 1.0 and (c) a minimum tangible net worth of $14.0 million. In
addition, the facility limits, among other things, sales, leases or transfers of
property by the Partnership, the incurrence by the Partnership of other
indebtedness and certain investments by the Partnership. As of December 31,
2000, no borrowings have been made under this facility.
NOTE 6 - SUBSEQUENT EVENTS
In January 2001, the Partnership acquired the gas gathering system of
Kingston Oil Corporation. The gas gathering system consists of approximately 100
miles of pipeline located in southeastern Ohio. The purchase price consisted of
$1.25 million of cash and 88,235 common units. The Partnership drew on the $10.0
million line of credit in order to make the cash payment.
In March 2001, the Partnership acquired the gas gathering system of
American Refining and Exploration Company. The gas gathering system consists of
approximately 20 miles of pipeline located in Fayette County, Pennsylvania. The
purchase price consisted of $150,000 of cash and 32,924 common units. The
Partnership drew on its $10.0 million line of credit in order to make the cash
payment.
These acquisitions were accounted for under the purchase method of
accounting and, accordingly, the purchase prices were allocated to the assets
acquired based on their fair values at the dates of acquisition.
30
ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - QUARTERLY FINANCIAL DATA (Unaudited)
For the Quarter Ended
-------------------------------------------------------------
March 31 June 30 September 30 December 31
-------- ----------- ------------ -----------
(in thousands, except for unit and per unit data)
Revenues.................................................... $ 1,150 $ 2,295 $ 2,938 $ 3,083
Costs and expenses.......................................... 384 656 945 856
Net income.................................................. 766 1,639 1,993 2,227
Net income - limited partners............................... 751 1,606 1,953 2,182
Net income - general partner................................ 15 33 40 45
Basic and diluted net income per limited partner unit....... .24 .51 .62 .70
Weighted average units outstanding.......................... 3,141,026 3,141,026 3,141,026 3,141,026
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
DISCLOSURE
None
31
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
As is commonly the case with publicly traded limited partnerships, we
are managed and operated by our general partner. The following table sets forth
information with respect to the executive officers and managing board members of
our general partner, Atlas Pipeline Partners GP, LLC. Executive officers and
managing board members serve one year terms.
Name Age Position with General Partner
- ---- --- -----------------------------
Edward E. Cohen 62 Chairman of the Managing Board
Jonathan Z. Cohen 30 Vice-Chairman of the Managing Board
Michael L. Staines 51 President, Chief Operating Officer,
Secretary and Managing Board Member
Jeffrey C. Simmons 42 Vice President
Frank P. Carolas 41 Vice President
William R. Seiler 46 Vice President and Controller
Nancy J. McGurk 45 Chief Accounting Officer
Tony C. Banks 46 Managing Board Member
William R. Bagnell 38 Managing Board Member
George C. Beyer, Jr. 61 Managing Board Member
William P. Nicoletti 55 Managing Board Member
Edward E. Cohen has been Chairman of the Board of Resource America
since 1990 and Chief Executive Officer and a director of Resource America since
1988. He has been Chairman of the Board of Directors of Atlas America since
1998. He is Chairman of the Board of Directors and a director of Brandywine
Construction & Management, Inc., a real estate construction and management
company. Mr. Cohen is the father of Jonathan Z. Cohen.
Jonathan Z. Cohen has been Senior Vice President of Resource America
since 1999. Prior thereto, Mr. Cohen had been a Vice President of Resource
America since 1998. Mr. Cohen has been Vice Chairman and a director of Atlas
America and a director of Resource Energy since 1998. Since 1997, Mr. Cohen has
also served as Trustee and Secretary of RAIT Investment Trust, a real estate
investment trust. From 1994 to 1997, Mr. Cohen was Chief Executive Officer of
Blue Guitar Films, Inc., a New York based media company. Mr. Cohen is the son of
Edward E. Cohen.
Michael L. Staines has been Senior Vice President of Resource America
since 1989 and served as a director and Secretary from 1989 through 2000. Mr.
Staines has also been President, Secretary and a director of Resource Energy
since 1993. Since 1998, Mr. Staines has also been Executive Vice President,
Secretary and a director of Atlas America. Mr. Staines is a member of the Ohio
Oil and Gas Association and the Independent Oil and Gas Association of New York.
Jeffrey C. Simmons has served in various positions at Atlas America
since 1998, most recently as Executive Vice President. Mr. Simmons joined
Resource America in 1986 as Senior Petroleum Engineer. In 1994 he was promoted
to Vice President of Resource Energy. Since 1997 he has served as the Executive
Vice President, Chief Operating Officer and a director of Resource Energy.
32
Frank P. Carolas has been employed as a geologist with Atlas America
and its predecessors since 1981, becoming Executive Vice President in 2001. Mr.
Carolas is a certified petroleum geologist.
William R. Seiler has been Vice President and Treasurer of Atlas
America since 1999. From 1974 to 1999, Mr. Seiler was employed in various
financial and accounting positions with Consolidated Natural Gas Company, most
recently as Manager of Strategic Financial Planning. Mr. Seiler has served on
the American Gas Association Statistics and Load Forecasting Committee.
Nancy J. McGurk has been Vice President of Resource America since 1992
and Treasurer and Chief Accounting Officer of Resource America since 1989. Ms.
McGurk has been Vice President-Finance of Resource Energy, Inc. since 1995.
Tony C. Banks was President and Chief Executive Officer of Atlas
America from October 1, 1999 to December 31, 2000, and has been a director of
Atlas America since 1998. Mr. Banks has been Chairman of Optiron Corporation, a
subsidiary of Atlas America involved in energy technology, since September 2000.
Prior thereto, he had been Senior Vice President, Chief Financial Officer and
director of The Atlas Group, Inc. From 1995 to 1998, Mr. Banks was a Vice
President of various subsidiaries of Atlas America. From 1974 to 1995, Mr. Banks
was employed in various accounting and administrative positions with
subsidiaries of Consolidated Natural Gas Company, most recently as Treasurer of
its national energy marketing subsidiary.
William R. Bagnell has been Vice President-Energy for Planalytics,
Inc., an energy industry software company, since March 2000. Before that, he was
from 1998 the Director of Sales for Fisher Tank Company, a national manufacturer
of carbon and stainless steel bulk storage tanks. From 1992 through 1998 Mr.
Bagnell was a Manager of Business Development for Buckeye Pipeline Company, LP,
a publicly traded master limited partnership which is a transporter of refined
petroleum products.
George C. Beyer, Jr. has been Chief Executive Officer of Valley Forge
Financial Group, a financial planning company, since 1967, and is a co-founder
of Valley Forge Technologies Group, Inc. Mr. Beyer was also a co-founder of IBS,
Inc., an employee benefits consulting firm. Mr. Beyer serves as a director of
Commonwealth Bancorp, IBS, Valley Forge Financial Group, Inc., Valley Forge
Pension Management, Inc., Valley Forge Investment Consultants, Inc. and Valley
Forge Technologies Group, Inc.
William P. Nicoletti is Managing Director for Nicoletti & Company Inc.,
a private investment banking firm serving clients in the energy and
transportation industries. In addition, Mr. Nicoletti serves as a Senior Advisor
to the Energy Investment Banking Group of McDonald Investments Inc. From March
1998 until July 1999, Mr. Nicoletti was a Managing Director and co-head of
Energy Investment Banking for McDonald Investments Inc. Prior to forming
Nicoletti & Company Inc. in 1991, Mr. Nicoletti was a Managing Director and head
of Energy Investment Banking for PaineWebber Incorporated. Previously, he held a
similar position at E.F. Hutton & Company Inc. Mr. Nicoletti is a director of
Star Gas LLC, the general partner of Star Gas Partners, L.P., a publicly traded
master limited partnership that distributes propane gas and heating oil. He is
also a director of StatesRail, Inc., a short-line railroad holding company.
33
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and managing board members of our general partner and persons who own
more than ten percent of a registered class of our equity securities to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish us with copies of all such reports.
Based solely on our review of reports received by us, or written
representations from certain reporting persons that they were not required to
make any filings, we believe that, during fiscal 2000, the executive officers
and directors of our general partner and greater than ten percent unitholders
complied with all applicable filing requirements.
Reimbursement of Expenses of Our General Partner and its Affiliates
Our general partner does not receive any management fee or other
compensation for its services. We reimburse our general partner and its
affiliates, including Atlas America, for all expenses incurred in our behalf.
These expenses include the costs of employee, officer and managing board member
compensation and benefits properly allocable to us and all other expenses
necessary or appropriate to the conduct of our business. The partnership
agreement provides that the general partner will determine the expenses that are
allocable to us in any reasonable manner determined by the general partner in
its sole discretion. The general partner allocates the costs of employee and
officer compensation and benefits based upon the amount of business time spent
by those employees and officers on our business. We reimbursed our general
partner $3.0 million for expenses incurred during fiscal 2000.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
We do not directly compensate the executive officers of our general
partner. Rather, Atlas America and its affiliates allocate the compensation of
the executive officers between activities on behalf of our general partner and
us and activities on behalf of Atlas America and its affiliates, and we
reimburse our general partner for the compensation allocated to us. The
compensation allocation for fiscal 2000 was $321,000.
Compensation of Managing Board Members
No additional remuneration will be paid to officers or employees of our
general partner who also serve as managing board members. Each independent
managing board member receives an annual retainer of $6,000 together with $1,000
for each board meeting attended, $1,000 for each committee meeting attended
where he is chairman of the committee and $500 for each committee meeting
attended where he is not chairman. In addition, we reimburse each independent
board member for his out-of-pocket expenses in connection with attending
meetings of the board or committees. We indemnify our general partner's managing
board members for actions associated with being managing board members to the
extent permitted under Delaware law.
34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of units
beneficially owned, as of December 31, 2000, by (a) each person who, to our
knowledge beneficially owns 5% or more of our units, (b) each of the present
managing board members of our general partner, (c) each of the executive
officers of our general partner, and (d) all of the present executive officers
and managing board members of our general partner as a group. The subordinated
units listed opposite the name of each managing board member and executive
officer of our general partner represent subordinated units owned by our general
partner.
Percentage of Percentage of
Common Units to Subordinated Subordinated
Common Units to be be Beneficially Units to be Units to be
Name of Beneficial Owner (1) Beneficially Owned Owned Beneficially Owned Beneficially Owned
---------------------------- ------------------ ----- ------------------ ------------------
Atlas Pipeline Partners GP/Atlas America - - 1,641,026 100%
Edward E. Cohen....................... 8,250 - 1,641,026 100%
Jonathan Z. Cohen..................... 8,400 - 1,641,026 100%
Michael L. Staines.................... - - 1,641,026 100%
Jeffrey C. Simmons.................... - - 1,641,026 100%
Frank P. Carolas...................... - - 1,641,026 100%
William R. Seiler..................... - - 1,641,026 100%
Nancy J. McGurk....................... - - 1,641,026 100%
Tony C. Banks......................... - - 1,641,026 100%
William R. Bagnell.................... - - 1,641,026 100%
George C. Beyer, Jr................... - - 1,641,026 100%
William P. Nicoletti.................. - - 1,641,026 100%
Managing board members and executive
officers as a group (11 persons)... - - 1,641,026 100%
- ---------
(1) The address for Atlas Pipeline Partners GP, Atlas America and Messrs Banks,
Carolas and Seiler is 311 Rouser Road, Moon Township, PA 15108; the address
for Messrs. Cohen, Cohen, Staines, Bagnell, Beyer and Nicoletti is c/o
Resource America, Inc., 1521 Locust Street, Philadelphia, PA 19102; and the
address for Ms. McGurk and Mr. Simmons is c/o Resource America, Inc.,
Akron-Canton Corporate Center I, 3500 Massillon Road, Suite 100, Uniontown,
OH 44685.
35
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At December 31, 2000, our general partner owned 1,641,026 subordinated
units constituting a 51% limited partnership interest in us. Our general partner
also owned, through its 1.0101% general partnership interest in us and 1.0101%
general partnership interest in our operating subsidiary, Atlas Pipeline
Operating Partnership, a 2% general partner interest in our consolidated
pipeline operations. Through ownership of the subordinated units and its general
partner interest, our general partner manages and controls both us and Atlas
Pipeline Operating Partnership.
As discussed in Item 10, under "Reimbursement of Expenses of Our
General Partner and its Affiliates," we reimburse our general partner for
expenses it incurs in managing us and our operations.
As discussed in Item 1, at the close of our initial public offering, we
acquired our gathering systems from Atlas America and its affiliates, and
entered into both the omnibus agreement and the master natural gas gathering
agreement. These agreements were not the result of arms-length negotiations and,
accordingly, we cannot assure you that we could have obtained more favorable
terms from independent third parties similarly situated. However, since these
agreement principally involve the imposition of obligations on Atlas America and
its affiliates, we do not believe that we could obtain similar agreements from
independent third parties.
36
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The financial statements required by this Item 14(a)(1) are
set forth in Part II, Item 8.
(a)(2) Financial Statement Schedules
No schedules are required to be presented.
(a)(3) Exhibits
3.1 (1) Amended and Restated Agreement of Limited
Partnership of Atlas Pipeline Partners, L.P.
3.2 (1) Certificate of Limited Partnership of Atlas
Pipeline Partners, L.P.
3.3 (1) Certificate of Limited Partnership of Atlas
Pipeline Operating Partnership, L.P.
4.1 (1) Common unit certificate
10.1 (1) Amended and Restated Agreement of Limited
Partnership of Atlas Pipeline Operating
Partnership, L.P.
10.2 (1) Omnibus Agreement among Atlas Pipeline Partners,
L.P., Atlas Pipeline Operating Partnership, L.P.,
Atlas America, Inc., Resource Energy Inc. and
Viking Resources Corporation
10.3 (1) Master Natural Gas Agreement among Atlas Pipeline
Partners, L.P., Atlas Operating Pipeline
Partnership, L.P., Atlas America, Inc., Resource
Energy, Inc. and Viking Resources Corporation
10.4 (1) Distribution Support Agreement between Atlas
Pipeline Partners, L.P. and Atlas Pipeline
Partners, GP, LLC
10.5 Loan Agreement among Atlas Pipeline Partners, L.P.,
PNC Bank and First Union National Bank.
21.1 Subsidiaries of Atlas Pipeline Partners, L.P.
- -------------
(1) Filed previously as an exhibit to our Registration Statement on Form S-1
(Registration No. 333-85193) and by this reference incorporated herein.
37
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ATLAS PIPELINE PARTNERS, L.P. (Registrant)
By: Atlas Pipeline Partners GP, LLC, its General Partner
March 28, 2001 By: /s/ Edward E. Cohen
-----------------------------------------------------
Chairman of the Managing Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated as of March 28, 2001.
/s/ Edward E. Cohen Chairman of the Managing Board of the General Partner
- -------------------------------
EDWARD E. COHEN
/s/ Jonathan Z. Cohen Vice Chairman of the Managing Board of the General Partner
- -------------------------------
JONATHAN Z. COHEN
/s/ Michael L. Staines President, Chief Operating Officer, Secretary and
- ------------------------------- Managing Board Member of the General Partner
MICHAEL L. STAINES
/s/ Jeffrey C. Simmons Vice President of the General Partner
- -------------------------------
JEFFREY C. SIMMONS
/s/ Frank P. Carolas Vice President of the General Partner
- -------------------------------
FRANK P. CAROLAS
/s/ William R. Seiler Vice President and Controller of the General Partner
- -------------------------------
WILLIAM R. SEILER
/s/ Nancy J. McGurk Chief Accounting Officer of the General Partner
- -------------------------------
NANCY J. McGURK
/s/ Tony C. Banks Managing Board Member of the General Partner
- -------------------------------
TONY C. BANKS
/s/ William R. Bagnell Managing Board Member of the General Partner
- -------------------------------
WILLIAM R. BAGNELL
/s/ George C. Beyer, Jr. Managing Board Member of the General Partner
- -------------------------------
GEORGE C. BEYER, JR.
/s/ William P. Nicoletti Managing Board Member of the General Partner
- -------------------------------
WILLIAM P. NICOLETTI
38