8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 30, 2014

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)

Registrant’s 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))

Explanatory Note

On July 2, 2014 Atlas Resource Partners, L.P. (“ARP”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the completion by ARP Rangely Production, LLC, ARP’s wholly-owned subsidiary, of the previously announced acquisition (the “Rangely Acquisition”) of certain oil and gas related interests in the Rangely Field assets in northwest Colorado from Merit Management Partners I, L.P., Merit Energy Partners III, L.P. and Merit Energy Company, LLC (“Merit Energy”) for $420.0 million in cash (the “Acquired Assets”). This Current Report on Form 8-K/A amends Item 9.01 of the Original 8-K to present certain financial statements for Merit Energy and to present certain unaudited pro forma financial information in connection with the Rangely Acquisition.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

• The Acquired Assets’ Statements of Revenues and Direct Operating Expenses of the Oil and Gas Properties under Contract for Purchase by ARP Rangely Production, LLC from Merit Energy for the year ended December 31, 2013, together with independent auditors’ report thereon, and unaudited Statements of Revenues and Direct Operating Expenses of the Oil and Gas Properties under Contract for Purchase by ARP Rangely Production, LLC from Merit Energy for the three months ended March 31, 2014 and 2013, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma consolidated balance sheet of ARP as of March 31, 2014, and the related pro forma consolidated statements of operations for the three months ended March 31, 2014 and the year ended December 31, 2013, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(d) Exhibits

23.1	Consent of KPMG LLP
99.1	Statements of Revenues and Direct Operating Expenses of the Oil and Gas Properties under Contract for Purchase by ARP Rangely Production, LLC from Merit Energy for the year ended December 31, 2013, together with independent auditors’ report thereon, and unaudited Statements of Revenues and Direct Operating Expenses of the Oil and Gas Properties under Contract for Purchase by ARP Rangely Production, LLC from Merit Energy for the three months ended March 31, 2014 and 2013
99.2	Unaudited pro forma consolidated financial statements

2

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: August 7, 2014	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

3

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of KPMG LLP
99.1	Statements of Revenues and Direct Operating Expenses of the Oil and Gas Properties under Contract for Purchase by ARP Rangely Production, LLC from Merit Energy for the year ended December 31, 2013, together with independent auditors’ report thereon, and unaudited Statements of Revenues and Direct Operating Expenses of the Oil and Gas Properties under Contract for Purchase by ARP Rangely Production, LLC from Merit Energy for the three months ended March 31, 2014 and 2013
99.2	Unaudited pro forma consolidated financial statements

4

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the registration statements on Form S-8 (No. 333-180209), Form S-3 (No. 333-182616, No. 333-183995 and No. 333-193238), Form S-3ASR (No. 333-193727) and Form S-4 (No. 333-189741 and No. 333-194595) of Atlas Resource Partners, L.P. of our report dated June 30, 2014, with respect to the Statement of Revenues and Direct Operating Expenses of the Oil and Gas Properties under Contract for Purchase by ARP Rangely Production, LLC from Merit Energy for the year ended December 31, 2013 which report appears in the Current Report on Form 8-K/A of Atlas Resource Partners, L.P. filed on August 7, 2014.

/s/ KPMG LLP

Dallas, Texas

August 7, 2014

EX-99.1

Exhibit 99.1

STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

OF THE OIL AND GAS PROPERTIES UNDER CONTRACT FOR PURCHASE BY

ARP RANGELY PRODUCTION, LLC FROM MERIT ENERGY

THREE MONTHS ENDED MARCH 31, 2014 AND 2013 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2013

CONTENTS

	Page
Independent Auditors’ Report	3
Statements of Revenues and Direct Operating Expenses	4
Notes to Statements of Revenues and Direct Operating Expenses	5

2

	KPMG LLP
	Suite 3100
	717 North Harwood Street
	Dallas, TX 75201-6585

Independent Auditors’ Report

The Members

Merit Energy Company, LLC:

We have audited the accompanying statements of revenues and direct operating expenses of Merit Energy Company’s oil and gas properties under contract for purchase by ARP Rangely Production, LLC (the Properties) for the year ended December 31, 2013.

Management’s Responsibility for the Schedule

Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 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 from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the revenues and direct expenses of Merit Energy Company’s oil and gas properties under contract for purchase by ARP Rangely Production, LLC for the year ended December 31, 2013, in accordance with U.S. generally accepted accounting principles.

Dallas, Texas

June 30, 2014

KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (“KPMG International”), a Swiss entity.

STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

OF THE OIL AND GAS PROPERTIES UNDER CONTRACT FOR PURCHASE BY

ARP RANGELY PRODUCTION, LLC FROM MERIT ENERGY

(In thousands)

	Three Months Ended March 31,				Year Ended December 31,
	2014		2013		2013
	(Unaudited)
Revenues:
Oil Sales	$	21,291	$	20,002	$	84,354
NGL Sales		1,814		1,915		7,221
		23,105		21,917		91,575
Direct Operating Expenses:
Lease Operating Expenses		6,869		6,216		26,168
Production and Ad Valorem Taxes		1,378		1,369		5,901
		8,247		7,585		32,069
Excess of Revenues over Direct Operating Expenses	$	14,858	$	14,332	$	59,506

See accompanying Notes to Statements of Revenues and Direct Operating Expenses

4

NOTES TO STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

OF THE OIL AND GAS PROPERTIES UNDER CONTRACT FOR PURCHASE BY

ARP RANGELY PRODUCTION, LLC FROM MERIT ENERGY

THREE MONTHS ENDED MARCH 31, 2014 AND 2013 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2013

NOTE 1 – BASIS OF PRESENTATION

On May 6, 2014, ARP Rangely Production, LLC (“ARP”) entered into a Purchase and Sale agreement (“PSA”) with Merit Energy Company and certain of its affiliates (“Merit Energy”) to purchase oil and gas properties and related facilities located in the Iles, Hiawatha West, and Rangely fields in Colorado as further defined in the PSA (the “Properties”) for approximately $420 million, subject to normal closing adjustments, with an effective date of April 1, 2014. The accompanying statements of revenues and direct operating expenses relate only to the Properties.

Historical financial statements prepared in accordance with accounting principles generally accepted in the United States of America have never been prepared for the Properties. During the periods presented, the Properties were not accounted for or operated as a consolidated entity or as a separate division by Merit Energy. The accompanying statements of revenues and direct operating expenses related to the Properties were prepared from the historical accounting records of Merit Energy.

Certain indirect expenses, as further described in Note 4, were not allocated to the Properties and have been excluded from the accompanying statements. Any attempt to allocate these expenses would require significant and judgmental allocations, which would be arbitrary and may not be indicative of the performance of the properties on a stand-alone basis.

These statements of revenues and direct operating expenses do not represent a complete set of financial statements reflecting the financial position, results of operations, stakeholder’s equity and cash flows of the Properties and are not necessarily indicative of the results of operations for the Properties going forward.

The accompanying statements of revenues and direct operating expenses for the three months ended March 31, 2014 and 2013 are unaudited but, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the revenues and direct operating expenses of the Properties for those periods.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Merit Energy utilizes the sales method of accounting for oil and natural gas liquids revenues whereby revenues, net of royalties, are recognized based on the actual volumes of oil and natural gas liquids production sold to purchasers. The amount of natural gas liquids sold may differ from the amount to which Merit Energy is entitled based on its revenue interests in the properties.

Direct Operating Expenses

Direct operating expenses, which are recognized on an accrual basis, relate to the direct expenses of operating the Properties. The direct operating expenses include lease operating, ad valorem tax and production tax expense. Lease operating expenses include lifting costs, well repair expenses, surface repair expenses, well workover costs and other field expenses. Lease operating expenses also include expenses directly associated with support personnel, support services, equipment and facilities directly related to oil and natural gas production activities.

5

NOTES TO STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

OF THE OIL AND GAS PROPERTIES UNDER CONTRACT FOR PURCHASE BY

ARP RANGELY PRODUCTION, LLC FROM MERIT ENERGY

THREE MONTHS ENDED MARCH 31, 2014 AND 2013 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2013

Note 3 – CONTINGENCIES

The activities of the Properties are subject to potential claims and litigation in the normal course of operations. Merit Energy management does not believe that any liability resulting from any pending or threatened litigation will have a material adverse effect on the operations or financial results of the Properties.

Note 4 – EXCLUDED EXPENSES

The Properties are part of a much larger enterprise prior to their sale by Merit Energy to ARP. Indirect general and administrative expenses, interest, income taxes, and other indirect expenses were not allocated to the Properties and have been excluded from the accompanying statements. In addition, any allocation of such indirect expenses may not be indicative of costs which would have been incurred by the Properties on a stand-alone basis.

Depreciation, depletion, and amortization have been excluded from the accompanying statements of revenues and direct operating expenses as such amounts would not necessarily be indicative of the depletion calculated on the Properties on a stand-alone basis.

6

NOTES TO STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

OF THE OIL AND GAS PROPERTIES UNDER CONTRACT FOR PURCHASE BY

ARP RANGELY PRODUCTION, LLC FROM MERIT ENERGY

THREE MONTHS ENDED MARCH 31, 2014 AND 2013 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2013

Note 5 – SUPPLEMENTARY OIL AND GAS INFORMATION (UNAUDITED)

Estimated Net Quantities of Oil and Natural Gas Reserves

The estimates of Proved Oil and Gas Reserves as of December 31, 2013 and 2012 were prepared for Merit Energy utilizing year-end estimates of reserve quantities provided by third-party independent petroleum engineering consultants. The estimated proved net recoverable reserves presented below include only those quantities that were expected to be commercially recoverable at the SEC applicable prices and costs for each year under the then existing regulatory practices and with conventional equipment and operating methods. Proved Developed Reserves represent only those reserves estimated to be recovered through existing wells. Proved Undeveloped Reserves include those reserves that may be recovered from new wells on undrilled acreage or from existing wells on which a relatively major expenditure for recompletion or secondary recovery operation is required. All of the Properties’ Proved Reserves set forth here in are located in Colorado. The estimate of reserves, and the standardized measure of discounted future net cash flows shown below reflect Merit Energy’s development plan for the Properties rather than ARP’s development plan for those Properties.

Discounted future cash flow estimates like those shown below are not intended to represent estimates of the fair value of our oil and natural gas properties. Estimates of fair value should also consider unproved reserves, anticipated future oil and natural gas prices, interest rates, changes in development and production costs and risks associated with future production. Because of these and other considerations, any estimate of fair value is subjective and imprecise.

The following table sets forth estimates of the proved oil and natural gas liquids reserves (net of royalty interests) for the Properties and changes therein, for the periods indicated. The Properties do not contain any natural gas reserves.

	Oil (BBLS)			NGLs (BBLS)
Proved Reserves
Balance at December 31, 2012		19,831,680			1,352,990
Production		(930,748	)		(101,642	)
Revisions		25,584			30,524
Balance at December 31, 2013		18,926,516			1,281,872
	Oil (BBLS)			NGLs (BBLS)
Proved Developed Reserves
December 31, 2012		18,164,413			1,352,990
December 31, 2013		17,480,779			1,281,872

7

NOTES TO STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

OF THE OIL AND GAS PROPERTIES UNDER CONTRACT FOR PURCHASE BY

ARP RANGELY PRODUCTION, LLC FROM MERIT ENERGY

THREE MONTHS ENDED MARCH 31, 2014 AND 2013 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2013

Standardized Measure of Discounted Future Net Cash Flows

We have summarized the Standardized Measure related to our proved oil and natural gas liquids reserves. We have based the following summary on a valuation of Proved Reserves using discounted cash flows based on SEC pricing applicable for each year, costs and economic conditions and a 10% discount rate. The additions to Proved Reserves from the purchase of reserves in place and new discoveries and extensions could vary significantly from year to year; additionally, the impact of changes to reflect current prices and costs of reserves proved in prior years could also be significant. Accordingly, you should not view the information presented below as an estimate of the fair value of our oil and natural gas properties, nor should you consider the information indicative of any trends.

Standardized Measure of Oil and Gas

In Thousands	December 31, 2013
Future Cash Inflows	$	1,798,238
Future Production Costs		(784,622	)
Future Development Costs		(83,848	)
Future Net Cash Flows		929,768
Discount of 10% per annum		(558,029	)
Standardized Measure of Discounted Future Net Cash Flows	$	371,739

During recent years, prices paid for oil and natural gas have fluctuated significantly. Estimated discounted future net cash flows in the table above for December 31, 2013 were computed using NYMEX prices of $96.90 per barrel of oil and $3.67 per MMBTU of natural gas.

8

NOTES TO STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

OF THE OIL AND GAS PROPERTIES UNDER CONTRACT FOR PURCHASE BY

ARP RANGELY PRODUCTION, LLC FROM MERIT ENERGY

THREE MONTHS ENDED MARCH 31, 2014 AND 2013 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2013

The following table sets forth the changes in standardized measure of discounted future net cash flows relating to proved oil and natural gas liquids reserves for the period indicated.

Changes in Standardized Measure

	(In thousands)
Balance at December 31, 2012	$	372,338
Sales of oil and natural gas liquids produced, net		(59,506	)
Net changes in prices and production costs		(803	)
Net changes in future development costs		(6,500	)
Revisions of previous quantity estimates		1,125
Previously estimated development costs incurred		17,306
Accretion of discount		37,234
Changes in timing and other		10,545
Balance at December 31, 2013	$	371,739

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EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma consolidated financial data reflects Atlas Resource Partners, L.P.’s (the “Partnership”) historical results as adjusted on a pro forma basis to give effect to its acquisitions of (i) certain oil and gas assets from EP Energy E&P Company, L.P. (“EP Energy”) for $709.6 million in cash (the “EP Energy Acquisition”) and (ii) a 25% non-operated net working interest in oil and natural gas liquids producing assets in the Rangely Field in northwest Colorado from Merit Management Partners I, L.P., Merit Energy Partners III, L.P. and Merit Energy Company, LLC (“Merit Energy”) for $420.0 million in cash (the “Rangely Acquisition”), funded with borrowings under the Partnership’s revolving credit facility, the issuance of an additional $100.0 million of the Partnership’s 7.75% senior unsecured notes due on January 15, 2021 (“7.75% Senior Notes”) for net proceeds of approximately $97.3 million, and the issuance of an additional 15.5 million common limited partner units (including approximately 2.0 million units pursuant to an over-allotment option) in a public offering at a price of $19.90 per unit yielding net proceeds of approximately $297.5 million. The estimated adjustments to give effect to the acquisitions are described in the notes to the unaudited pro forma financial data.

The unaudited pro forma consolidated statements of operations information for the three months ended March 31, 2014 and the year ended December 31, 2013 assume the following transactions had occurred as of January 1, 2013. In addition, the pro forma consolidated balance sheet as of March 31, 2014 reflects the following transactions as if they had occurred on March 31, 2014:

• the EP Energy Acquisition for cash consideration of $709.6 million;

• the issuance of 6.3 million common limited partner units (including 0.8 million units pursuant to an over-allotment option) in a public offering at a price of $21.18 per unit yielding net proceeds of approximately $129.1 million;

• the issuance of an additional $100.0 million of the Partnership’s 7.75% Senior Notes for net proceeds of approximately $97.3 million; and

• the Rangely Acquisition for cash consideration of $420.0 million, which was funded through borrowings under the Partnership’s revolving credit facility and the related issuance of approximately 15.5 million common limited partner units (including approximately 2.0 million units pursuant to an over-allotment option) in a public offering at a price of $19.90 per unit yielding net proceeds of approximately $297.5 million.

The unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statements of operations were derived by adjusting the Partnership’s historical consolidated financial statements. However, management of the Partnership believes that the adjustments provide a reasonable basis for presenting the significant effects of the transactions described above. The unaudited pro forma financial data presented is for informational purposes only and is based upon available information and assumptions that management of the Partnership believes are reasonable under the circumstances. The allocation of the fair value of the assets acquired and liabilities assumed is based upon their estimated fair values, which are subject to adjustment and could change significantly as the Partnership continues to evaluate the preliminary allocations related to the Rangely Acquisition. This unaudited pro forma financial information is not necessarily indicative of what the financial position or results of operations of the Partnership would have been had the transactions been

consummated on the dates assumed, nor are they necessarily indicative of any future operating results or financial position. The Partnership may have performed differently had the transactions actually occurred on the dates assumed.

Consolidated supplemental oil and gas disclosures as of December 31, 2013, which were presented inclusive of the EP Energy Acquisition, were included with the Partnership’s annual filing on Form 10-K for the year ended December 31, 2013 specifically in Item 8: Financial Statements and Supplementary Data – Footnote 18 “Supplemental Oil and Gas Disclosures (Unaudited)”.

The Partnership was formed in October 2011 by ATLS, a publicly traded master-limited partnership, to own and operate substantially all of ATLS’s exploration and production assets, which were transferred to the Partnership on March 5, 2012. In February 2012, the board of directors of ATLS’s general partner approved the distribution of 5.24 million of the Partnership’s common limited partner units which were distributed on March 13, 2012 to ATLS’ unitholders using a ratio of 0.1021 of the Partnership’s common limited partner units for each of ATLS’ common units owned on the record date of February 28, 2012.

The Partnership’s historical consolidated balance sheet at March 31, 2014, its historical consolidated statement of operations for the three months ended March 31, 2014 and its historical consolidated statement of operations for the year ended December 31, 2013 include its and its wholly-owned subsidiaries’ accounts. Accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the amounts reported in consolidated balance sheet and related consolidated statements of operations. Actual balances and results could be different from those estimates.

With regard to the calculation of pro forma net income (loss) per common limited partner unit, the general partner’s Class A unit interest in net income (loss) is calculated on a quarterly basis based upon its 2% Class A ownership interest and incentive distributions, with a priority allocation of net income in an amount equal to the general partner’s actual incentive distributions for the respective period, in accordance with the partnership agreement, and the remaining net income or loss is allocated with respect to the general partner’s and limited partners’ ownership interests.

ATLAS RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET

MARCH 31, 2014

(in thousands)

(Unaudited)

	Historical		Acquisition Rangely			Adjustments			Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,965	$	—		$	420,000	(b)	$	131,043
							129,078	(c)
							(420,000	) (e)
Accounts receivable		78,127		—			—			78,127
Current portion of derivative asset		161		—			—			161
Prepaid expenses and other		17,481		4,041	(a)		—			21,522
Total current assets		97,734		4,041			129,078			230,853
PROPERTY, PLANT AND EQUIPMENT, NET		2,125,189		417,264	(a,o)		—			2,542,453
GOODWILL AND INTANGIBLE ASSETS, NET		32,679		—			—			32,679
LONG-TERM DERIVATIVE ASSET		23,749		—			—			23,749
OTHER ASSETS, NET		42,554		—			8,253	(d)		53,057
							2,250	(d)
	$	2,321,905	$	421,305		$	139,581		$	2,882,791
LIABILITIES AND PARTNERS’ CAPITAL/EQUITY
CURRENT LIABILITIES:
Accounts payable	$	94,472	$	—		$	—		$	94,472
Advances from affiliates		24,413		—			—			24,413
Current portion of derivative liability		22,372		—			—			22,372
Accrued well drilling and completion costs		66,199		—			—			66,199
Accrued interest		7,843		—			—			7,843
Accrued liabilities		31,118		—			—			31,118
Total current liabilities		246,417		—			—			246,417
LONG-TERM DEBT, LESS CURRENT PORTION		889,388		—			97,250	(b)		1,031,201
							25,269	(b)
							19,294	(d)
ASSET RETIREMENT OBLIGATIONS		91,389		1,305	(a)		—			92,694
OTHER LONG-TERM LIABILITIES		721		—			—			721
COMMITMENTS AND CONTINGENCIES
PARTNERS’ CAPITAL/EQUITY:
General partner’s interests		1,485		—			(176	) (d)		1,309
Preferred limited partners’ interests		180,543		—			—			180,543
Class C Common limited partner warrants		1,176		—			—			1,176
Common limited partners’ interests		905,888		—			297,481	(b)		1,323,832
							129,078	(c)
							(8,615	) (d)
Equity		—		420,000	(a)		(420,000	) (e)		—
Accumulated other comprehensive income		4,898		—			—			4,898
Total partners’ capital/equity		1,093,990		420,000			(2,232	)		1,511,758
	$	2,321,905	$	421,305		$	139,581		$	2,882,791

ATLAS RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(in thousands)

(Unaudited)

	Historical			Acquisition Rangely		Adjustments			Pro Forma
REVENUES:
Gas and oil production	$	96,245		$	23,105	$	—		$	119,350
Well construction and completion		49,377			—		—			49,377
Gathering and processing		4,468			—		—			4,468
Administration and oversight		1,729			—		—			1,729
Well services		5,479			—		—			5,479
Other, net		47			—		—			47
Total revenues		157,345			23,105		—			180,450
COSTS AND EXPENSES:
Gas and oil production		36,792			8,247		—			45,039
Well construction and completion		42,936			—		—			42,936
Gathering and processing		4,413			—		—			4,413
Well services		2,482			—		—			2,482
General and administrative		16,455			—		(2,379	) (f)		14,076
Depreciation, depletion and amortization		50,237			—		4,418	(g)		54,674
							19	(h)
Total costs and expenses		153,315			8,247		2,058			163,620
OPERATING INCOME (LOSS)		4,030			14,858		(2,058	)		16,830
Interest expense		(13,188	)		—		377	(i)		(15,203	)
							(1,953	) (j)
							(369	) (k)
							(70	) (l)
Loss on asset sales and disposal		(1,603	)		—		—			(1,603	)
NET INCOME (LOSS)		(10,761	)		14,858		(4,073	)		24
Preferred limited partner dividends		(4,399	)		—		—			(4,399	)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON LIMITED PARTNERS AND THE GENERAL PARTNER	$	(15,160	)	$	14,858	$	(4,073	)	$	(4,375	)
ALLOCATION OF NET INCOME (LOSS) ATTRIBUTABLE TO COMMON LIMITED PARTNERS AND THE GENERAL PARTNER
Common limited partners’ interest	$	(17,164	)						$	(6,595	)
General partner’s interest		2,004								2,220
NET LOSS ATTRIBUTABLE TO COMMON LIMITED PARTNERS AND THE GENERAL PARTNER	$	(15,160	)						$	(4,375	)
NET LOSS ATTRIBUTABLE TO COMMON LIMITED PARTNERS PER UNIT:
Basic	$	(0.28	)						$	(0.08	)
Diluted	$	(0.28	)						$	(0.08	)
WEIGHTED AVERAGE COMMON LIMITED PARTNER UNITS OUTSTANDING:
Basic		61,219								81,312
Diluted		61,219								81,312

ATLAS RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

(in thousands, except per unit data)

(Unaudited)

				For the Period from January 1 to July 31, 2013		For the Year Ended December 31, 2013
	Historical			EP Energy		Rangely		Adjustments			Pro Forma
REVENUES:
Gas and oil production	$	266,783		$	90,626	$	91,575	$	—		$	448,984
Well construction and completion		167,883			—		—		—			167,883
Gathering and processing		15,676			—		—		—			15,676
Administration and oversight		12,277			—		—		—			12,277
Well services		19,492			—		—		—			19,492
Other, net		(14,456	)		—		—		—			(14,456	)
Total revenues		467,655			90,626		91,575		—			649,856
COSTS AND EXPENSES:
Gas and oil production		97,237			41,630		32,069		—			170,936
Well construction and completion		145,985			—		—		—			145,985
Gathering and processing		18,012			—		—		—			18,012
Well services		9,515			—		—		—			9,515
General and administrative		78,063			—		—		(24,735	) (f)		53,328
Depreciation, depletion and amortization		136,763			17,742		—		17,381	(g)		171,962
									76	(h)
Asset impairment		38,014			—		—		—			38,014
Total costs and expenses		523,589			59,372		32,069		(7,278	)		607,752
OPERATING INCOME (LOSS)		(55,934	)		31,254		59,506		7,278			42,104
Interest expense		(34,324	)		—		—		(1,391	) (i)		(46,587	)
									(1,303	) (m)
									(7,813	) (j)
									(1,476	) (k)
									(280	) (l)
Loss on asset sales and disposal		(987	)		—		—		—			(987	)
NET INCOME (LOSS)		(91,245	)		31,254		59,506		(4,985	)		(5,470	)
Preferred limited partner dividends		(11,992	)		—		—		(4,622	) (n)		(16,614	)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON LIMITED PARTNERS AND THE GENERAL PARTNER	$	(103,237	)	$	31,254	$	59,506	$	(9,607	)	$	(22,084	)
ALLOCATION OF NET INCOME (LOSS) ATTRIBUTABLE TO COMMON LIMITED PARTNERS AND THE GENERAL PARTNER:
Common limited partners’ interest	$	(106,581	)								$	(27,051	)
General partner’s interest		3,344										4,967
Net loss attributable to common limited partners and the general partner	$	(103,237	)								$	(22,084	)
NET LOSS ATTRIBUTABLE TO COMMON LIMITED PARTNERS PER UNIT:
Basic	$	(2.03	)								$	(0.33	)
Diluted	$	(2.03	)								$	(0.33	)
WEIGHTED AVERAGE COMMON LIMITED PARTNER UNITS OUTSTANDING:
Basic		52,528										81,096
Diluted		52,528										81,096

ATLAS RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(a) To reflect the preliminary purchase price allocation of the Rangely Acquisition. Due to the recent date of the Rangely Acquisition, the purchase price allocation for the assets acquired and liabilities assumed is based upon estimated fair values, which are subject to adjustment and could change significantly as the Partnership continues to evaluate this preliminary allocation.

(b) To reflect (i) $97.3 million of net proceeds from the public offering of the Partnership’s additional $100.0 million 7.75% Senior Notes in a private placement transaction; (ii) borrowings of $25.3 million under the Partnership’s revolving credit facility; and (iii) net proceeds of $297.5 million from the Partnership’s issuance of an additional 15.5 million common limited partner units (including approximately 2.0 million units pursuant to an over-allotment option) in a public offering at a price of $19.90 per unit.

(c) To reflect the issuance of 6.3 million common limited partner units (including 0.8 million units pursuant to an over-allotment option) in a public offering at a price of $21.18 per unit yielding net proceeds of $129.1 million in March 2014.

(d) To reflect the partial application of borrowings under the Partnership’s revolving credit facility for (i) the payment of $8.3 million of revolving credit facility fees, which will be amortized over the remaining term of the respective debt instrument; (ii) the payment of $2.3 million of deferred financing costs related to the issuance of the additional $100.0 million 7.75% Senior Notes, which will be amortized over the remaining term of the respective debt instrument; and (iii) the payment of costs of $8.8 million related to acquisitions, which are expensed as incurred and are allocated between general partner’s interest and common limited partners’ interests.

(e) To reflect the consummation of the Rangely Acquisition through the transfer of cash consideration of $420.0 million.

(f) To reflect the adjustment to general and administrative expense to exclude the Partnership’s acquisition-related costs incurred related to the acquisitions consummated per the pro forma financial statements.

(g) To reflect incremental depreciation, depletion amortization expense related to the acquisition of oil and gas assets as part of the Rangely Acquisition.

(h) To reflect incremental accretion expense related to $1.3 million of asset retirement obligations on oil and natural gas properties acquired.

(i) To reflect the adjustment to interest expense related to the borrowings under the Partnership’s revolving credit facility to partially fund the acquisition of assets as part of the Rangely Acquisition based on the interest rate of 2.2%.

(j) To reflect the adjustment to interest expense from the additional $100.0 million issuance of 7.75% Senior Notes and the amortization of the debt discount associated with the 7.75% Senior Notes.

(k) To reflect the amortization of deferred financing costs incurred as a result of the Rangely Acquisition related to the Partnership’s revolving credit facility over the remainder of the facility’s term.

(l) To reflect the amortization of deferred financing costs related to the additional $100.0 million issuance of 7.75% Senior Notes.

(m) To reflect the adjustment to interest expense on the 7.75% Senior Notes issued on January 23, 2013.

(n) To reflect the Partnership’s Class C preferred unit dividend payments per quarter.

(o) The following tables set forth certain unaudited pro forma information concerning the Partnership’s proved oil, natural gas and natural gas liquids reserves for the year ended December 31, 2013, giving effect to the Rangely Acquisition as if it had occurred on January 1, 2013. There are numerous uncertainties inherent in estimating the quantities of proved reserves and projecting future rates of production and timing of development costs. The following reserve data represent estimates only and should not be construed as being precise.

Proved Gas and Oil Reserve Quantities

The pro forma net proved gas and oil reserves and changes in net proved gas and oil reserves attributable to the Rangely Acquisition are summarized below:

	Historical			Rangely Acquisition Natural Gas (Mcf)			Pro Forma
Balance, January 1, 2013		573,774,257			—			573,774,257
Extensions, discoveries and other additions		90,098,219			—			90,098,219
Sales of reserves in-place		(2,755,155	)		—			(2,755,155	)
Purchase of reserves in-place		452,683,902			—			452,683,902
Transfers to limited partnerships		(2,485,210	)		—			(2,485,210	)
Revisions(5)		(88,488,497	)		—			(88,488,497	)
Production		(57,993,487	)		—			(57,993,487	)
Balance, December 31, 2013		964,834,029			—			964,834,029
Proved developed reserves at:
January 1, 2013		338,655,324			—			338,655,324
December 31, 2013		727,926,951			—			727,926,951
Proved undeveloped reserves at:
January 1, 2013		235,118,932			—			235,118,932
December 31, 2013		236,907,078			—			236,907,078
	Historical			Rangely Acquisition Oil (Bbl)			Pro Forma
Balance, January 1, 2013		8,868,836			19,831,680			28,700,516
Extensions, discoveries and other additions		8,255,531			—			8,255,531
Sales of reserves in-place		—			—			—
Purchase of reserves in-place		1,598			—			1,598
Transfers to limited partnerships		(239,910	)		—			(239,910	)
Revisions		(1,412,359	)		25,584			(1,386,775	)
Production		(485,226	)		(930,748	)		(1,415,974	)
Balance, December 31, 2013		14,988,470			18,926,516			33,914,986
Proved developed reserves at:
January 1, 2013		3,400,447			18,164,413			21,564,860
December 31, 2013		3,458,907			17,480,779			20,939,686
Proved undeveloped reserves at:
January 1, 2013		5,468,389			1,667,267			7,135,656
December 31, 2013		11,529,563			1,445,737			12,975,300
	Historical			Rangely Acquisition Natural Gas Liquids (Bbl)			Pro Forma
Balance, January 1, 2013		16,061,897			1,352,990			17,414,887
Extensions, discoveries and other additions		8,197,272			—			8,197,272
Sales of reserves in-place		(4,625	)		—			(4,625	)
Purchase of reserves in-place		55,187			—			55,187
Transfers to limited partnerships		(258,381	)		—			(258,381	)
Revisions(5)		(3,826,744	)		30,524			(3,796,220	)
Production		(1,267,590	)		(101,642	)		(1,369,232	)

	Historical		Rangely Acquisition Natural Gas Liquids (Bbl)		Pro Forma
Balance, December 31, 2013		18,957,016		1,281,872		20,238,888
Proved developed reserves at:
January 1, 2013		7,884,778		1,352,990		9,237,768
December 31, 2013		7,676,389		1,281,872		8,958,261
Proved undeveloped reserves at:
January 1, 2013		8,177,120		—		8,177,120
December 31, 2013		11,280,627		—		11,280,627

Standardized Measure

The pro forma standardized measure of discounted future net cash flows before income taxes related to the proved gas and oil reserves of the Rangely Acquisition is as follows (in thousands):

	For the Year Ended December 31, 2013
	Historical			Rangely Acquisition			Pro Forma
Future cash inflows	$	5,145,835		$	1,798,238		$	6,944,073
Future production costs		(2,347,592	)		(784,622	)		(3,132,214	)
Future development costs		(746,725	)		(83,848	)		(830,573	)
Future net cash flows		2,051,518			929,768			2,981,286
Less 10% annual discount for estimated timing of cash flows		(1,012,326	)		(558,029	)		(1,570,355	)
Standardized measure of discounted future net cash flows	$	1,039,192		$	371,739		$	1,410,931

FASB requirements for gas and oil reserve estimation and disclosure require that reserve estimates and future cash flows be based on the average market prices for sales of gas and oil on the first calendar day of each month during the year. The average prices used for 2013 under these rules were $3.67 per Mcf of natural gas and $96.78 per barrel of oil.

Changes in Standardized Measure

Pro forma changes in the standardized measure of discounted future net cash flows before income taxes related to the proved gas and oil reserves of the Rangely Acquisition are as follows:

	Year Ended December 31, 2013
	Historical			Rangely Acquisition			Pro Forma
Balance, beginning of year	$	623,676		$	372,338		$	996,014
Increase (decrease) in discounted future net cash flows:
Sales and transfers of oil and gas, net of related costs		(167,581	)		(59,506	)		(227,087	)
Net changes in prices and production costs		85,191			(803	)		84,388
Revisions of previous quantity estimates		(1,881	)		1,125			(756	)
Development costs incurred		27,245			17,306			44,551
Changes in future development costs		(21,579	)		(6,500	)		(28,079	)
Transfers to limited partnerships		(53,392	)		—			(53,392	)
Extensions, discoveries, and improved recovery less related costs		143,338			—			143,338
Purchases of reserves in-place		473,058			—			473,058
Sales of reserves in-place		(2,053	)		—			(2,053	)
Accretion of discount		62,368			37,234			99,602
Estimated settlement of asset retirement obligations		(18,858	)		—			(18,858	)
Estimated proceeds on disposals of well equipment		17,052			—			17,052
Changes in production rates (timing) and other		(127,392	)		10,545			(116,847	)
Outstanding, end of year	$	1,039,192		$	371,739		$	1,410,931