UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 19, 2012
Atlas Resource Partners, L.P.
(Exact name of registrant as specified in its chapter)
Delaware | 1-35317 | 45-3591625 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Park Place Corporate Center One 1000 Commerce Drive, Suite 400 Pittsburgh, PA |
15275 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 800-251-0171
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. | Other Events. |
Attached to this report as Exhibit 23.1 is a consent of Wright & Company, Inc., independent petroleum engineers, consenting to the use of its reserve report to the Companys Registration Statement on Form S-3 (Registration No. 333-180477). Attached as Exhibit 99.1 is the summary report of Wright & Company, Inc. dated February 13, 2012.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
23.1 | Consent of Wright & Company, Inc. |
99.1 | Summary reserve report of Wright & Company, Inc. |
SIGNATURES
Pursuant to the requirements 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.
Dated: November 19, 2012 | ATLAS RESOURCE PARTNERS, L.P. | |||
By: Atlas Resource Partners GP, LLC, its general partner | ||||
By: | /s/ Sean P. McGrath | |||
Name: | Sean P. McGrath | |||
Its: | Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
23.1 | Consent of Wright & Company, Inc. | |
99.1 | Summary reserve report of Wright & Company, Inc. |
Exhibit 23.1
CONSENT OF INDEPENDENT PETROLEUM CONSULTANTS
We hereby consent to the use of our analysis relating to the evaluation dated February 13, 2012 for use or incorporation in the registration statement of Atlas Resource Partners, L.P. on Form S-3 (File No. 333-180477, effective April 13, 2012) and the prospectus or prospectus supplements related thereto and to all references therein to Wright & Company, Inc. (Wright) as having prepared such analysis and as an expert concerning such analysis. Wright further consents to the use of its name as it appears under the caption Independent Petroleum Engineers in the prospectus or prospectus supplements related to the Registration Statement.
/s/ D. Randall Wright |
D. Randall Wright |
President |
Wright & Company, Inc.
Brentwood, TN
November 7, 2012
Exhibit 99.1
Wright & Company, Inc.
February 13, 2012
Atlas Energy, L.P.
3500 Massillon Road
Uniontown, OH 44685
Attention: Mr. Jeffrey C. Simmons
SUBJECT: | Evaluation of Oil and Gas Reserves To the Interests of Atlas Energy, L.P. In Certain Properties Located in Various States Pursuant to the Requirements of the Securities and Exchange Commission Effective December 31, 2011 Job 11.1335 |
At the request of Atlas Energy, L.P. (Atlas), Wright & Company, Inc. (Wright) has performed an evaluation to estimate proved reserves and associated cash flow and economics from certain properties to the subject interests. This evaluation was authorized by Mr. Jeffrey C. Simmons of Atlas. Projections of the reserves and cash flow to the evaluated interests were based on specified economic parameters, operating conditions, and government regulations considered applicable at the effective date. This reserves evaluation is pursuant to the financial reporting requirements of the Securities and Exchange Commission (SEC) as specified in Regulation S-X, Rule 4-10(a) and Regulation S-K, Rule 1202(a)(8). It is the understanding of Wright that the purpose of this evaluation is for inclusion in relevant registration statements or other filings to the SEC. The effective date of this report is December 31, 2011. The report was completed February 13, 2012. The following is a summary of the results of the evaluation.
Atlas Energy, L.P. SEC Parameters |
Proved Developed |
Total Proved Developed (PDP & PDNP) |
Proved Undeveloped (PUD) |
Total Proved (PDP, PDNP & PUD) |
||||||||||||||||
Producing (PDP) |
Nonproducing (PDNP) |
|||||||||||||||||||
Net Reserves to the Evaluated Interests |
||||||||||||||||||||
Oil, Mbbl: |
1,580.205 | 0.000 | 1,580.205 | 8.216 | 1,588.421 | |||||||||||||||
Gas, MMcf: |
115,980.784 | 22,422.441 | 138,403.225 | 19,273.206 | 157,676.431 | |||||||||||||||
NGL, Mbbl: |
57.878 | 0.000 | 57.878 | 0.000 | 57.878 | |||||||||||||||
Gas Equivalent, MMcfe: (1 bbl = 6 Mcfe) |
125,809.282 | 22,422.441 | 148,231.723 | 19,322.502 | 167,554.225 | |||||||||||||||
Cash Flow (BTAX), M$ |
||||||||||||||||||||
Undiscounted: |
371,945.510 | 75,733.976 | 447,679.486 | 11,266.829 | 458,946.315 | |||||||||||||||
Discounted at 10% Per Annum: |
186,753.511 | 35,736.143 | 222,489.654 | -5,443.767 | 217,045.887 |
Mr. Jeffrey C. Simmons
Atlas Energy, L.P.
February 13, 2012
Page 2
The properties evaluated in this report are located in the states of Arkansas, Colorado, Indiana, Kansas, Kentucky, Louisiana, Michigan, New York, North Dakota, Ohio, Oklahoma, Pennsylvania, Tennessee, Texas, West Virginia and Wyoming. According to Atlas, the total proved reserves included in this evaluation represent 100 percent of the reported total proved reserves of Atlas.
Proved oil and gas reserves are those quantities of oil and gas which can be estimated with reasonable certainty to be economically producible under existing economic conditions, operating methods, and government regulations. As specified by the SEC regulations, when calculating economic producibility, the base product price must be the 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the prior 12-month period. The benchmark base prices used for this evaluation were $96.19 per barrel for West Texas Intermediate oil at Cushing, OK and $4.118 per Million British thermal units (MMBtu) for natural gas at Henry Hub, LA. These benchmark base prices were adjusted for energy content, quality, and basis differential, as appropriate. The average adjusted product prices used to estimate proved reserves are $91.04 per barrel of oil and $4.42 per Mcf of gas. The Natural Gas Liquids (NGL) product price was estimated to be approximately 66 percent of the base oil price, resulting in an average adjusted price of $63.76 per barrel. Product prices were held constant for the life of the properties.
Oil and other liquid hydrocarbon volumes are expressed in thousands of United States (U.S.) barrels (Mbbl), one barrel equaling 42 U.S. gallons. Gas volumes are expressed in millions of standard cubic feet (MMcf) at 60 degrees Fahrenheit and at the legal pressure base that prevails in the state in which the reserves are located. No adjustment of the individual gas volumes to a common pressure base has been made.
Net income to the evaluated interests is the cash flow after consideration of royalty revenue payable to others, standard state and county taxes, operating expenses, and investments, as applicable. The cash flow is before federal income tax (BTAX) and excludes consideration of any encumbrances against the properties if such exist. The cash flow (BTAX) was discounted at an annual rate of 10.00 percent (PCT) in accordance with the reporting requirements of the SEC.
The estimates of reserves contained in this report were determined by accepted industry methods, and the procedures used in this evaluation are appropriate for the purpose served by the report. Where sufficient production history and other data were available, reserves for producing properties were determined by extrapolation of historical production or sales trends. Analogy to similar producing properties was used for development projects and for those properties that lacked sufficient production history to yield a definitive estimate of reserves. When appropriate, Wright may have also utilized volumetric calculations and log correlations in the determination of estimated ultimate recovery (EUR). These calculations are often based upon limited log and/or core analysis data and incomplete formation fluid and rock data. Since these limited data must frequently be extrapolated over an assumed drainage area, subsequent production performance trends or material balance calculations may cause the need for significant revisions to the estimates of reserves. Wright has used all methods and procedures as it considered necessary under the circumstances to prepare this report.
Mr. Jeffrey C. Simmons
Atlas Energy, L.P.
February 13, 2012
Page 3
Oil and gas reserves were evaluated for the proved developed producing (PDP), proved developed nonproducing (PDNP) and proved undeveloped (PUD) reserves categories. The summary classification of total proved reserves combines the PDP, PDNP, and PUD categories. In preparing this evaluation, no attempt has been made to quantify the element of uncertainty associated with any category. Reserves were assigned to each category as warranted. Wright is not aware of any local, state, or federal regulations that would preclude Atlas from continuing to produce from currently active wells or to fully develop those properties included in this report.
There are significant uncertainties inherent in estimating reserves, future rates of production, and the timing and amount of future costs. The estimation of oil and gas reserves must be recognized as a subjective process that cannot be measured in an exact way, and estimates of others might differ materially from those of Wright. The accuracy of any reserves estimate is a function of the quantity and quality of available data and of subjective interpretations and judgments. It should be emphasized that production data subsequent to the date of these estimates or changes in the analogous properties may warrant revisions of such estimates. Accordingly, reserves estimates are often different from the quantities of oil and gas that are ultimately recovered.
All data utilized in the preparation of this report were provided by Atlas. No inspection of the properties was made as this was not considered to be within the scope of this evaluation. Wright has not independently verified the accuracy and completeness of information and data furnished by Atlas with respect to ownership interests, oil and gas production or sales, historical costs of operation and development, product prices, or agreements relating to current and future operations and sales of production. Wright requested and received detailed information allowing Wright to check and confirm any calculations provided by Atlas with regard to product pricing, appropriate adjustments, lease operating expenses, and capital investments for drilling the undeveloped locations. Furthermore, if in the course of Wrights examination something came to our attention that brought into question the validity or sufficiency of any information or data, Wright did not rely on such information or data until we had satisfactorily resolved our questions relating thereto or independently verified such information or data. In accordance with the requirements of the SEC, all operating costs were held constant for the life of the properties.
It should be noted that neither salvage values nor abandonment costs were included in the economic parameters in accordance with the instructions of Atlas. It was assumed that any salvage value would be directly offset by the cost to abandon the property. Wright has not performed a detailed study of the abandonment costs or the salvage values and offers no opinion as to Atlass assumptions.
Wright is not aware of any potential environmental liabilities that may exist concerning the properties evaluated. There are no costs included in this evaluation for potential property restoration, liability, or clean up of damages, if any, that may be necessary due to past or future operating practices.
Mr. Jeffrey C. Simmons
Atlas Energy, L.P.
February 13, 2012
Page 4
Wright is an independent petroleum consulting firm founded in 1988 and owns no interests in the oil and gas properties covered by this report. No employee, officer, or director of Wright is an employee, officer, or director of Atlas, nor does Wright or any of its employees have direct financial interest in Atlas. Neither the employment of nor the compensation received by Wright is contingent upon the values assigned or the opinions rendered regarding the properties covered by this report.
This report is prepared for the information of Atlas, its shareholders, and for the information and assistance of its independent public accountants in connection with their review of and report upon the financial statements of Atlas, and for reporting disclosures as required by the SEC. This report is also intended for public disclosure as an exhibit in filings made to the SEC by Atlas.
Based on data and information provided by Atlas, and the specified economic parameters, operating conditions, and government regulations considered applicable at the effective date, it is Wrights conclusion that this report provides a fair and accurate representation of the oil and gas reserves to the interests of Atlas in those certain properties included in this report.
The professional qualifications of the petroleum consultants responsible for the evaluation of the reserves and economics information presented in this report meet the standards of Reserves Estimator as defined in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information as promulgated by the Society of Petroleum Engineers.
It has been a pleasure to serve you by preparing this evaluation. All related data will be retained in our files and are available for your review.
Very truly yours, | ||
Wright & Company, Inc. | ||
TX Reg. No. F-12302 | ||
By: | /s/ D. Randall Wright | |
D. Randall Wright | ||
President |
DRW/TVF/EKL/ECH/ts
3_SEC Letter 11.1335
Job 11.1335
Professional Qualifications
D. Randall Wright
President
I, D. Randall Wright, am the primary technical person in charge of the estimates of reserves and associated cash flow and economics on behalf of Wright & Company, Inc. (Wright) for the results presented in this report to Atlas Energy, L.P. I have a Master of Science degree in Mechanical Engineering from Tennessee Technological University.
I am a qualified Reserves Estimator as set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. This qualification is based on more than 38 years of practical experience in the estimation and evaluation of petroleum reserves with Texaco, Inc., First City National Bank of Houston, Sipes, Williamson & Associates, Inc., Williamson Petroleum Consultants, Inc., and Wright which I founded in 1988.
I am a registered Professional Engineer in the state of Texas (TBPE #43291), granted in 1978, a member of the Society of Petroleum Engineers (SPE) and a member of the Order of the Engineer.
/s/ D. Randall Wright, P.E. |
D. Randall Wright, P.E. |