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

* Reuters is not responsible for the content in this press release.

Mon May 11, 2009 9:00am EDT

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

The results of the first quarter 2009 include:

* Adjusted earnings before interest, income taxes, depreciation and amortization
("Adjusted EBITDA"), a non-GAAP measure, of $70.6 million, compared to $73.3
million for the prior year comparable quarter. A reconciliation of non-GAAP
measures, including adjusted EBITDA, distributable cash flow and adjusted net
income, is provided within the financial tables of this release; 
* Distributable cash flow, a non-GAAP measure, of $48.9 million, compared to
$51.8 million for the prior year comparable quarter. The Partnership declared a
quarterly cash distribution for the first quarter 2009 of $0.15 per common
limited partner unit; 
* Adjusted net income, a non-GAAP measure, of $25.2 million, compared to $29.2
million for the prior year comparable quarter. After including the non-recurring
derivative losses recognized in the current quarter as described below, on a
GAAP basis the Partnership recognized a net loss of $23.2 million for the first
quarter 2009 compared with a net loss of $43.7 million for the prior year first
quarter; and 
* System-wide volumes of 1,357.8 million cubic feet per day ("Mmcfd") for the
first quarter 2009 compared to volumes of approximately 1,227.7 Mmcfd for the
prior year comparable quarter, an increase of approximately 11%.

During the first quarter 2009, Partnership generated $24.5 million of benefit
from the following actions:

* The Partnership entered into early settlement arrangements on certain
commodity hedge contracts covering second quarter 2009 natural gas liquids (NGL)
and condensate production volumes. The Partnership received approximately $19.5
million in net proceeds from these early settlements concluded in February 2009.
The net proceeds from these settlements were used to reduce outstanding
indebtedness. A summary of the Partnership`s commodity hedge position is
included at the end of this release; and 
* The Partnership recognized a $5.0 million benefit resulting from the early
termination of certain derivative positions.

Recent Events

Sale of NOARK System

On April 7, 2009, the Partnership entered into a definitive agreement with
Spectra Energy Partners, LP to sell its NOARK natural gas gathering and
interstate transmission system ("NOARK") for approximately $300.0 million in
cash. The transaction closed on May 4, 2009 and the Partnership used the net
proceeds from the transaction to reduce borrowings under its senior secured term
loan and credit facility. 

Appalachia Joint Venture Agreement

On March 31, 2009, the Partnership entered into an agreement with a subsidiary
of Williams (NYSE: WMB - "Williams") to form a joint venture, Laurel Mountain
Midstream, LLC (the "joint venture"), which will own and operate the
Partnership`s Appalachia Basin natural gas gathering system, which include
gathering and processing assets in the Marcellus Shale region in southwestern
Pennsylvania, and excludes the Partnership`s northern Tennessee operations. The
Partnership will receive approximately $90.0 million in cash, a preferred equity
right to proceeds under a $25.5 million obligation (the "Obligation") from
Williams, and a 49% equity interest in the joint venture. The Obligation
amortizes in equal principal installments over a three-year period following the
closing of the transaction, and the right to receive accrued principal and
interest can be converted at the Partnership`s option into an equivalent sum to
pay joint venture capital expenditures the Partnership would otherwise be
required to fund under the joint venture agreement. The agreement assesses the
initial enterprise value of the system in Pennsylvania, New York, Ohio and West
Virginia at $250.0 million. The new joint venture intends to be the leading
gathering system in the southwestern Pennsylvania portion of the Marcellus
Shale. Although the system will be operated on a day-to-day basis by Williams,
all important decisions will be made jointly by the Partnership and Williams.
The transaction is expected to close during the second quarter of 2009. The
Partnership will use the $90.0 million of net proceeds from the transaction to
reduce borrowings under its senior secured credit facility. 

Mid-Continent Segment Results

* Mid-Continent segment total revenue for the first quarter 2009 decreased to
$228.4 million, or approximately 38% compared with the prior year comparable
quarter, excluding the effect of non-cash derivative expenses and the
non-recurring cash derivative early termination expense. This decrease
principally relates to lower average realized commodity prices, partially offset
by system-wide increases in volumes. 
* The Elk City/Sweetwater system`s average natural gas processed volume
increased to 253.9 MMcfd for the first quarter 2009, an increase of over 7% when
compared with the prior year comparable quarter. Average natural gas liquid
("NGL") production increased by 1,042 barrels per day ("bpd") for the first
quarter 2009, or approximately 10%, when compared with the prior year comparable
quarter due to increases in plant production efficiency. 
* The Velma system`s average natural gas processed volume was 63.9 MMcfd for the
first quarter 2009, an increase of approximately 7% when compared with the prior
year comparable quarter. 
* The Chaney Dell system`s average natural gas processed volume for the first
quarter 2009 was 227.9 MMcfd. Average NGL production volumes increased to 15,531
bpd, or over 25%, when compared to the prior year first comparable due to
increases in plant production efficiency. 
* The Midkiff/Benedum system`s average natural gas processed volume was 146.1
MMcfd for the first quarter 2009, an increase of approximately 7% when compared
with the prior year comparable quarter. Average NGL production volumes increased
to 22,650 bpd, or over 11% when compared to the prior year comparable quarter
due to increases in plant production efficiency. 
* The NOARK Ozark Gas Transmission system`s throughput volume for first quarter
2009 increased to 482.5 MMcfd, or 24%, compared with the prior year first
quarter.

Appalachia Segment Results

* Total revenue for the Appalachia segment increased to $10.9 million for the
first quarter 2009, or approximately 4%, compared with $10.5 million the prior
year comparable quarter due principally to higher throughput volume generated
through new wells connected to the Partnership`s gathering system, partially
offset by a lower average transportation rate in comparison with the prior year
comparable quarter due to lower average commodity prices. 
* Throughput volume increased to a record 98.5 MMcfd for the first quarter 2009,
an increase of over 30% when compared with the prior year first quarter,
resulting from the connection of new wells to the Appalachia gathering system,
primarily through its relationship with its affiliate, Atlas Energy Resources,
LLC (NYSE: ATN).

Corporate and Other

* General and administrative expense, including amounts reimbursed to
affiliates, increased $5.5 million to $11.0 million for first quarter 2009 when
compared with $5.5 million for the prior year comparable quarter. This increase
was primarily related to $2.8 million of non-recurring severance and other
related costs incurred during the first quarter of 2009 in the Mid-Continent
segment, and the absence of a $2.8 million non-cash compensation gain recognized
during the first quarter 2008 principally associated with the vesting of certain
common unit awards. 
* Depreciation and amortization increased $2.8 million to $24.7 million for the
first quarter 2009 when compared with the prior year first quarter due primarily
to the expansion of the Partnership`s systems subsequent to March 31, 2008. 
* Interest expense increased to $21.1 million for the first quarter 2009
compared with $20.4 million for the prior year comparable quarter. This increase
was primarily due to a $4.9 million increase in interest expense associated with
the Partnership`s additional senior notes issued during June 2008, primarily
offset by a $4.9 million decrease due to the repayment of $122.8 million of term
loan indebtedness during June 2008 and lower floating interest rates. 
* At March 31, 2009, the Partnership had $1,525.4 million of total debt,
including $707.2 million outstanding on its term loan that matures in 2014,
$494.2 million of senior unsecured notes that mature in 2015 and 2018, and
$324.0 million of outstanding borrowings under its revolving credit facility
that matures in 2013. The Partnership also has interest rate swap contracts for
a notional principal amount totaling $450.0 million which expire during the
first half of 2010. These contracts convert a portion of the Partnership`s
LIBOR-based floating rate exposure under its term loan and revolving credit
facility to a fixed LIBOR rate averaging 3.02%, plus the applicable margin as
defined under the terms credit facility.

Interested parties are invited to access the live webcast of an investor call
with management regarding the Partnership`s first quarter 2009 results on
Monday, May 11, 2009 at 11:00 am ET by going to the Investor Relations section
of the Partnership`s website at www.atlaspipelinepartners.com. An audio replay
of the conference call will also be available beginning at 1:00 pm ET on Monday,
May 11, 2009. To access the replay, dial 1-888-286-8010 and enter conference
code 88421178. 

Atlas Pipeline Partners, L.P. is active in the transmission, gathering and
processing segments of the midstream natural gas industry. In the Mid-Continent
region of Oklahoma, southern Kansas, northern and western Texas and the Texas
panhandle, APL owns and operates eight active gas processing plants and a
treating facility, as well as approximately 8,750 miles of active intrastate gas
gathering pipeline. In Appalachia, it owns and operates approximately 1,800
miles of natural gas gathering pipelines in western Pennsylvania, western New
York, eastern Ohio and northeastern Tennessee. For more information, visit the
Partnership`s website at www.atlaspipelinepartners.com or contact
InvestorRelations@atlaspipelinepartners.com. 

Atlas Pipeline Holdings, L.P. is a limited partnership which owns and operates
the general partner of Atlas Pipeline Partners, L.P., through which it owns a 2%
general partner interest, all the incentive distribution rights and
approximately 5.8 million common and 15,000 $1,000 par value 12% preferred
limited partner units of Atlas Pipeline Partners, L.P. 

Atlas Energy Resources, LLC is one of the largest independent natural gas
producers in the Appalachian and Michigan Basins. The Company is also the
country`s largest sponsor and manager of tax-advantaged energy investment
partnerships that finance the exploration and development of the Company`s
acreage. For more information, visit Atlas Energy`s website at
www.atlasenergyresources.com or contact investor relations at
InvestorRelations@atlasamerica.com. 

Atlas America, Inc. owns approximately 48% of the Class B common unit interests
and all of the management incentive interests in Atlas Energy Resources, LLC.
Atlas America, Inc. also owns 1.1 million common units in Atlas Pipeline
Partners, L.P. and a 64% interest in Atlas Pipeline Holdings, L.P., a limited
partnership which owns the general partner interest, all the incentive
distribution rights and 5.8 million common units of Atlas Pipeline Partners,
L.P. For more information, please visit our website at www.atlasamerica.com, or
contact Investor Relations at InvestorRelations@atlasamerica.com. 

Certain matters discussed within this press release are forward-looking
statements.Although Atlas Pipeline Partners, L.P. believes the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, it can give no assurance that its expectations will be
attained.Factors that could cause actual results to differ materially from
expectations include financial performance, inability of the Partnership to
successfully integrate the operations at the acquired systems, regulatory
changes, changes in local or national economic conditions and other risks
detailed from time to time in Atlas Pipeline`s reports filed with the SEC,
including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports
on Form 10-K.

 ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES                                                    
 Financial Summary                                                                                 
 (unaudited; in thousands, except per unit amounts)                                                
                                                                                                   
                                  Three Months Ended                                             
                                  March 31,                                                      
 STATEMENTS                       2009                                    2008                 
 OF                                                                                            
 OPERATIONS                                                                                    
                                                                                             
 Revenue:                                                                                    
 Natural gas                       $                     158,618          $        366,119    
 and liquids                                                                                  
 Transportat                                             10,068                    9,159      
 ion,                                                                                        
 compression                                                                                  
 , and other                                                                                  
 fees -                                                                                      
 affiliates                                                                                  
 Transportat                                             16,412                    14,862     
 ion,                                                                                        
 compression                                                                                  
 , and other                                                                                  
 fees -                                                                                      
 third                                                                                       
 parties                                                                                     
 Other                                                  5,148                     (86,754)   
 income                                                                                      
 (loss), net                                                                                  
 Total                                                  190,246                   303,386    
 revenue and                                                                                  
 other                                                                                       
 income                                                                                      
 (loss), net                                                                                  
                                                                                             
 Costs and                                                                                   
 expenses:                                                                                   
 Natural gas                                             138,059                   276,664    
 and liquids                                                                                  
 Plant                                                  13,823                    14,935     
 operating                                                                                   
 Transportat                                             4,767                     3,812      
 ion and                                                                                     
 compression                                                                                  
 General and                                             10,644                    4,370      
 administrat                                                                                  
 ive                                                                                         
 Compensatio                                             375                       1,129      
 n                                                                                           
 reimburseme                                                                                  
 nt -                                                                                        
 affiliates                                                                                  
 Asset                                                  −                         3,981      
 impairment                                                                                  
 Depreciatio                                             24,680                    21,844     
 n and                                                                                       
 amortizatio                                                                                  
 n                                                                                           
 Interest                                               21,134                    20,381     
 Total costs                                             213,482                   347,116    
 and                                                                                         
 expenses                                                                                    
                                                                                             
 Net loss                                               (23,236)                  (43,730)   
 Loss                                                   (469)                     (2,090)    
 attributabl                                                                                  
 e to non                                                                                    
 -controllin                                                                                  
 g interests                                                                                  
 Preferred                                              (900)                     (137)      
 unit                                                                                        
 dividends                                                                                   
 Preferred                                              −                         (505)      
 unit                                                                                        
 imputed                                                                                     
 dividend                                                                                    
 cost                                                                                        
 Net loss                         $                     (24,605)         $        (46,462)   
 attributabl                                                                                  
 e to common                                                                                  
 limited                                                                                     
 partners                                                                                    
 and the                                                                                     
 general                                                                                     
 partner                                                                                     
                                                                                             
 Allocation                                                                                  
 of net loss                                                                                  
 attributabl                                                                                  
 e to common                                                                                  
 limited                                                                                     
 partners                                                                                    
 
and the                                                                                    
 general                                                                                     
 partner:                                                                                    
 Common                           $                     (24,110)         $        (52,387)   
 limited                                                                                     
 partners`                                                                                   
 interest                                                                                    
 General                                                (495)                     5,925      
 partner`s                                                                                   
 interest                                                                                    
 Net loss                         $                     (24,605)         $        (46,462)   
 attributabl                                                                                  
 e to common                                                                                  
 limited                                                                                     
 partners                                                                                    
 and the                                                                                     
 general                                                                                     
 partner                                                                                     
                                                                                             
 Net loss attributable to common limited partners per                                          
 unit:                                                                                         
 Basic and                        $                     (0.52)           $        (1.35)     
 Diluted                                                                                     
                                                                                             
 Weighted                                                                                    
 average                                                                                     
 common                                                                                      
 limited                                                                                     
 partner                                                                                     
 units                                                                                       
 outstanding                                                                                  
 :                                                                                           
 Basic and                                              45,971                    38,763     
 Diluted                                                                                     
                                                                                             
 Capital                                                                                     
 expenditure                                                                                  
 data:                                                                                       
 Maintenance                       $                     695              $        1,619      
 capital                                                                                     
 expenditure                                                                                  
 s                                                                                           
 Expansion                                              72,218                    82,450     
 capital                                                                                     
 expenditure                                                                                  
 s                                                                                           
 Total                            $                     72,913           $        84,069     
                                                                                             
 Balance                          March 31,                               December 31,         
 Sheet Data                       
2009                                   
2008                
 (at period                                                                                    
 end):                                                                                         
 Cash and                         $                     1,912            $        1,520      
 cash                                                                                        
 equivalents                                                                                  
 Total                                                  2,382,231                 2,413,196  
 assets                                                                                      
 Total debt                                             1,525,403                 1,493,427  
 Total                                                  607,862                   650,842    
 partners`                                                                                   
 capital                                                                                     


 ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES                                                                    
 Segment Information                                                                                               
 (in thousands)                                                                                                    
                                                                                                                 
                                                                Three Months Ended                               
                                                                
March 31,                                       
                                                                2009                      2008                 
 Mid-Continent                                                                                                 
 Revenue:                                                                                                      
 Natural gas and liquids                                        $    158,247            $    365,159       
 Transportation, compression, and other fees                         16,031                  14,615        
 Other income (loss), net                                            5,075                   (86,865  )    
 Total revenue and other income (loss), net                          179,353                 292,909       
                                                                                                               
 Costs and expenses:                                                                                           
 Natural gas and liquids                                             137,870                 276,182       
 Plant operating                                                     13,823                  14,935        
 Transportation and compression                                      1,436                   1,498         
 General and administrative                                          8,655                   2,530         
 Asset impairment                                                    −                       3,981         
 Depreciation and amortization                                       22,761                  20,462        
 Total costs and expenses                                            184,545                 319,588       
 Segment loss                                                   $    (5,192   )         $    (26,679  )    
                                                                                                               
 Appalachia                                                                                                    
 Revenue:                                                                                                      
 Natural gas and liquids                                        $    371                $    960           
 Transportation, compression, and other fees - affiliates            10,068                  9,159         
 Transportation, compression, and other fees - third parties         381                     247           
 Other income, net                                                   73                      111           
 Total revenue and other income, net                                 10,893                  10,477        
                                                                                                               
 Costs and expenses:                                                                                           
 Natural gas and liquids                                             189                     482           
 Transportation and compression                                      3,331                   2,314         
 General and administrative                                          1,182                   1,484         
 Depreciation and amortization                                       1,919                   1,382         
 Total costs and expenses                                            6,621                   5,662         
 Segment profit                                                 $    4,272              $    4,815         
                                                                                                               
 Reconciliation of segment profit (loss) to net loss:                                                          
 Segment profit (loss):                                                                                        
 Mid-Continent                                                  $    (5,192   )         $    (26,679  )    
 Appalachia                                                          4,272                   4,815         
 Total segment loss                                                  (920     )              (21,864  )    
 Corporate general and administrative expense                        (1,182   )              (1,485   )    
 Interest expense                                                    (21,134  )              (20,381  )    
 Net loss                                                       $    (23,236  )         $    (43,730  )    


 ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES                                                       
 (unaudited; in thousands, except per unit amounts)                                                   
                                                                                                      
                            Three Months Ended                                                      
                            
March 31,                                                              
                            2009                                             2008                 
 Reconciliatio                                                                                     
 n of total                                                                                       
 revenue and                                                                                      
 other income                                                                                     
 (loss), net                                                                                      
 to adjusted                                                                                      
 total revenue                                                                                     
 and other                                                                                        
 income                                                                                           
 (loss),                                                                                          
 net(1):                                                                                          
 Total revenue               $             190,246                          $    303,386       
 and other                                                                                    
 income                                                                                       
 (loss), net                                                                                  
 Non-cash                                 44,018                                76,856        
 derivative                                                                                   
 expense                                                                                      
 Early                                    5,000                                 −             
 termination                                                                                  
 cash                                                                                         
 derivative                                                                                   
 expense(2)                                                                                   
 Adjusted                   $             239,264                          $    380,242       
 total revenue                                                                                 
 and other                                                                                    
 income                                                                                       
 (loss), net                                                                                  
                                                                                                  
 Reconciliatio                                                                                     
 n of net loss                                                                                     
 to adjusted                                                                                      
 net                                                                                              
 income(1):                                                                                       
 Net loss                   $             (23,236       )                  $    (43,730  )    
 Non-cash                                 44,018                                76,856        
 derivative                                                                                   
 expense                                                                                      
 Early                                    5,000                                 −             
 termination                                                                                  
 cash                                                                                         
 derivative                                                                                   
 expense(2)                                                                                   
 Non-cash                                 (469          )                       (1,141   )    
 linefill gain                                                                                 
 (3)                                                                                          
 Non-cash                                 (93           )                       (2,795   )    
 compensation                                                                                 
 income                                                                                       
 Adjusted net                             25,220                                29,190        
 income                                                                                       
 Loss                                     (469          )                       (2,090   )    
 attributable                                                                                 
 to non                                                                                       
 -controlling                                                                                 
 interests                                                                                    
 Preferred                                (900          )                       (137     )    
 unit                                                                                         
 dividends                                                                                    
 Preferred                                (−            )                       (505     )    
 unit imputed                                                                                 
 dividend cost                                                                                 
 Adjusted net               $             23,851                           $    26,458        
 income                                                                                       
 attributable                                                                                 
 to common                                                                                    
 limited                                                                                      
 partners and                                                                                 
 the general                                                                                  
 partner                                                                                      
                                                                                                  
 Allocation of                                                                                     
 adjusted net                                                                                     
 income                                                                                           
 attributable                                                                                     
 to common                                                                                        
 limited                                                                                          
 partners and                                                                                     
 the general                                                                                      
 partner:                                                                                         
 Common                     $             23,372                           $    19,067        
 limited                                                                                      
 partners`                                                                                    
 interest                                                                                     
 General                                  479                                   7,391         
 partner`s                                                                                    
 interest                                                                                     
 Adjusted net               $             23,851                           $    26,458        
 income                                                                                       
 attributable                                                                                 
 to common                                                                                    
 limited                                                                                      
 partners and                                                                                 
 the general                                                                                  
 partner                                                                                      
                                                                                                  
 Adjusted net                                                                                     
 income                                                                                           
 attributable                                                                                     
 to common                                                                                        
 limited                                                                                          
 partners per                                                                                     
 unit:                                                                                            
 Basic                      $             0.51                             $    0.49          
 Diluted                    $             0.46                             $    0.48          
                                                                                                  
 Weighted average common limited partner units outstanding:                                         
 Basic                                    45,971                                38,763        
 Diluted                                  50,256                                39,735        


See footnotes on page 8 of this earnings release.

 ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES                                                                  
 (unaudited; in thousands, except per unit amounts)                                                              
                                                                                                                 
                                                              Three Months Ended                               
                                                              
March 31,                                       
                                                              2009                      2008                 
 Reconciliation of net loss to other non-GAAP measures(1):                                                   
 Net loss                                                     $    (23,236  )         $    (43,730  )    
 Loss attributable to non-controlling interests                    (469     )              (2,090   )    
 Asset impairment                                                  −                       3,981         
 Depreciation and amortization                                     24,680                  21,844        
 Interest expense                                                  21,134                  20,381        
 EBITDA                                                            22,109                  386           
 Non-cash derivative expense                                       44,018                  76,856        
 Early termination cash derivative expense(2)                      5,000                   −             
 Non-cash linefill gain(3)                                         (469     )              (1,141   )    
 Non-cash compensation income                                      (93      )              (2,795   )    
 Adjusted EBITDA                                                   70,565                  73,306        
 Interest expense                                                  (21,134  )              (20,381  )    
 Amortization of deferred financing costs                          1,017                   679           
 Preferred unit dividends                                          (900     )              (137     )    
 Maintenance capital expenditures                                  (695     )              (1,619   )    
 Distributable cash flow                                      $    48,853             $    51,848        


(1) Adjusted net income, adjusted total revenue and other income (loss), net,
EBITDA, adjusted EBITDA and distributable cash flow are non-GAAP (generally
accepted accounting principles) financial measures under the rules of the
Securities and Exchange Commission. Management of the Partnership believes that
adjusted net income, adjusted total revenue and other income (loss), net,
EBITDA, adjusted EBITDA and distributable cash flow provide additional
information for evaluating the Partnership`s ability to make distributions to
its common unitholders and the general partner, among other things. These
measures are widely used by commercial banks, investment bankers, rating
agencies and investors in evaluating performance relative to peers and pre-set
performance standards. EBITDA and adjusted EBITDA are also financial
measurements that, with certain negotiated adjustments, are utilized within the
Partnership`s financial covenants under its credit facility. Adjusted net
income, adjusted total revenue and other income (loss), net, EBITDA, adjusted
EBITDA and distributable cash flow are not measures of financial performance
under GAAP and, accordingly, should not be considered as a substitute for net
income, total revenue and other income (loss), net, operating income, or cash
flows from operating activities in accordance with GAAP. 

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

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

 ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES                                  
 Operating Highlights                                                            
                                                                               
                                                  Three Months Ended           
                                                  
March 31,                   
                                                  2009              2008     
 Mid-Continent - Velma System(1)                                             
 NaturalGas                                                                  
 Gross natural gas gathered - mcfd                65,955            62,400   
 Gross natural gas processed - mcfd               63,875            59,867   
 Gross residue natural gas - mcfd                 50,173            47,138   
 Natural Gas Liquids                                                         
 Gross NGL sales - bpd                            7,035             6,688    
 Condensate                                                                  
 Gross condensate sales - bpd                     345               254      
                                                                             
 Mid-Continent - Elk City/Sweetwater System(1)                               
 Natural Gas                                                                 
 Gross natural gas gathered - mcfd                253,878           305,377  
 Gross natural gas processed - mcfd               253,918           236,403  
 Gross residue natural gas - mcfd                 232,038           213,130  
 Natural Gas Liquids                                                         
 Gross NGL sales - bpd                            11,719            10,677   
 Condensate                                                                  
 Gross condensate sales - bpd                     529               363      
                                                                             
 Mid-Continent - Chaney Dell System(1)                                       
 Natural Gas                                                                 
 Gross natural gas gathered - mcfd                303,022           251,487  
 Gross natural gas processed - mcfd               227,855           247,861  
 Gross residue natural gas - mcfd                 255,976           220,194  
 Natural Gas Liquids                                                         
 Gross NGL sales - bpd                            15,531            12,401   
 Condensate                                                                  
 Gross condensate sales - bpd                     927               707      
                                                                             
 Mid-Continent - Midkiff/Benedum System(1)                                   
 Natural Gas                                                                 
 Gross natural gas gathered - mcfd                153,978           142,542  
 Gross natural gas processed - mcfd               146,055           136,654  
 Gross residue natural gas - mcfd                 105,238           96,612   
 Natural Gas Liquids                                                         
 Gross NGL sales - bpd                            22,650            20,349   
 Condensate                                                                  
 Gross condensate sales - bpd                     789               720      
                                                                             
 Mid-Continent - NOARK system(1)                                             
 Ozark Gas Transmission throughput - mcfd         482,471           390,293  
                                                                             
 Appalachia(1)                                                               
 Throughput - mcfd                                98,529            75,632   


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

 ATLAS PIPELINE PARTNERS, L.P. AND SUBSIDIARIES                 
 Current Hedge Positions                                        
 (as of April 27, 2009)                                         
                                                                
 Interest Fixed-Rate Swap                                       
                  Notional                                  
 Term             Amount          Type                      
 January 2008-                                              
 January 2010     $200,000,000    Pay 2.88% -Receive LIBOR  
                                                            
                                                            
                                                            
                                                            
 April 2008-                                                
 April 2010       $250,000,000    Pay 3.14% -Receive LIBOR  


 Natural Gas Liquids Sales - Fixed Price Swaps              
 Production Period                   Average            
 Ended December 31,    Volumes       Fixed Price        
                       (gallons)     (per gallon)       
 2009                  13,230,000    $        0.745    


 Crude Oil Sales Options (associated with NGL volume)                                               
 Production Period                  Associated     Average                                  
 Ended                Crude         NGL            Crude                                    
 December 31,         Volume        Volume         Strike Price         Option Type         
                      
(barrels)    
(gallons)     
(per barrel)                            
 2009                 152,100       13,542,984     $        111.53     Puts sold(1)        
 2009                 152,100       13,542,984     $        157.82     Calls purchased(1)  
 2009                 1,588,500     88,643,058     $        84.69      Calls sold          
 2010                 3,127,500     213,088,050    $        86.20      Calls sold          
 2010                 714,000       45,415,440     $        132.17     Calls purchased(1)  
 2011                 606,000       33,145,560     $        100.70     Calls sold          
 2011                 252,000       13,547,520     $        133.16     Calls purchased(1)  
 2012                 450,000       25,893,000     $        102.71     Calls sold          
 2012                 180,000       9,676,800      $        134.27     Calls purchased(1)  


 Natural Gas Sales - Fixed Price Swaps                        
 Production Period                   Average              
 Ended December 31,    Volumes       Fixed Price          
                       (mmbtu)(2)    (per mmbtu)(2)       
 2009                  4,293,000     $         8.611     
 2010                  4,560,000     $         8.526     
 2011                  2,160,000     $         8.270     
 2012                  1,560,000     $         8.250     


 Natural Gas Basis Sales                                         
 Production Period                   Average                 
 Ended December 31,    Volumes       Fixed Price             
                       (mmbtu)(2)    (per mmbtu)(2)          
 2009                  4,293,000     $      (0.558  )      
 2010                  3,420,000     $      (0.606  )      
 2011                  1,200,000     $      (0.700  )      
 2012                  1,200,000     $      (0.610  )      


 Natural Gas Purchases - Fixed Price Swaps                    
 Production Period                   Average              
 Ended December 31,    Volumes       Fixed Price          
                       (mmbtu)(2)    (per mmbtu)(2)       
 2009                  11,673,000    $         8.680     
 2010                  8,940,000     $         8.580     
 2011                  2,160,000     $         8.270     
 2012                  1,560,000     $         8.250     


 Natural Gas Basis Purchases                                     
 Production Period                   Average                 
 Ended December 31,    Volumes       Fixed Price             
                       (mmbtu)(2)    (per mmbtu)(2)          
 2009                  11,673,000    $      (0.654  )      
 2010                  7,800,000     $      (0.576  )      
 2011                  1,200,000     $      (0.700  )      
 2012                  1,200,000     $      (0.610  )      


 Ethane Put Options                                                            
 Production Period                                                       
 Ended                              Average                              
 December 31,         Volume        Strike Price         Option Type     
                      
(gallons)    
(per gallon)                        
 2009                 630,000       $        0.340      Puts purchased  


 Isobutane Put Options                                                         
 Production Period                                                       
 Ended                              Average                              
 December 31,         Volume        Strike Price         Option Type     
                      
(gallons)    
(per gallon)                        
 2009                 126,000       $        0.589      Puts purchased  


 Normal Butane Put Options                                                     
 Production Period                                                       
 Ended                              Average                              
 December 31,         Volume        Strike Price         Option Type     
                      
(gallons)    
(per gallon)                        
 2009                 126,000       $        0.577      Puts purchased  


 Natural Gasoline Put Options                                                  
 Production Period                                                       
 Ended                              Average                              
 December 31,         Volume        Strike Price         Option Type     
                      
(gallons)    
(per gallon)                        
 2009                 126,000       $        0.762      Puts purchased  


 Crude Oil Sales                                           
 Production Period                  Average            
 Ended December 31,    Volumes      Fixed Price        
                       (barrels)    (per barrel)       
 2009                  24,000       $        62.700   


 Crude Oil Sales Options                                                        
 Production Period                      Average                           
 Ended December 31,    Volumes          Strike Price         Option Type  
                       (barrels)        (per barrel)                      
 2009                  229,500          $        84.802     Calls sold   
 2010                  234,000          $        88.088     Calls sold   
 2011                  72,000           $        93.109     Calls sold   
 2012                  48,000           $        90.314     Calls sold   


___________________________

(1) Puts sold and calls purchased for 2009 represent collars entered into by the
Partnership as offsetting positions for the calls sold related to ethane and
propane production. In addition, calls were purchased for 2010 through 2012 to
offset positions for calls sold. These offsetting positions were entered into to
limit the loss which could be incurred if crude oil prices continued to rise. 

(2) Mmbtu represents million British Thermal Units. 





Atlas Pipeline Partners, L.P.
Vice President, Investor Relations
Brian J. Begley, 215-546-5005
Fax: 215-553-8455 

Copyright Business Wire 2009

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