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EX-31.1 - EXHIBIT 31.1 - Atlas Resources Public #18-2008 (A) L.P.exhibit31_1.htm
EX-31.1 - EXHIBIT 32.1 - Atlas Resources Public #18-2008 (A) L.P.exhibit32_1.htm
EX-31.2 - EXHIBIT 31.2 - Atlas Resources Public #18-2008 (A) L.P.exhibit31_2.htm
EX-31.2 - EXHIBIT 32.2 - Atlas Resources Public #18-2008 (A) L.P.exhibit32_2.htm


 
United States
   
 
Securities and Exchange Commission
   
 
Washington, D.C. 20549
   
 
Form 10-Q
   
(Mark One)
   
R
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended September 30, 2009
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
   
 
For the transition period from _____ to _____
   
 
Commission file number 333-150925-03
   
   
 
ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
 
(Name of small business issuer in its charter)
   
   
   
Delaware
26-2202544
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
   
Westpointe Corporate Center One
 
1550 Coraopolis Heights Rd. 2nd Floor
 
Moon Township, PA
15108
(Address of principal executive offices)
(zip code)
   
Issuer’s telephone number, including area code: (412) 262-2830
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes R No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). Yes o No R
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filed” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act (Check One) Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨
Smaller reporting company R
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No R
 
Transitional Small Business Disclosure Format (check one): Yes o No R


 
 
 



ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
(A Delaware Limited Partnership)
INDEX TO QUARTERLY REPORT
ON FORM 10-Q

 
PART I.
 
FINANCIAL INFORMATION
PAGE
       
Item 1:
 
Financial Statements
 
       
   
Balance Sheets as of September 30, 2009 and December 31, 2008
3
       
   
Statements of Net Earnings for the Three Months and Nine Months ended September 30, 2009
4
       
   
Statement of Changes in Partners’ Capital for the Nine Months ended September 30, 2009
5
       
   
Statement of Cash Flows for the Nine Months ended September 30, 2009
6
       
   
Notes to Financial Statements
7-18
       
Item 2:
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18-23
       
Item 4:
 
Controls and Procedures
23
       
PART II.
 
OTHER INFORMATION
 
       
Item 6:
 
Exhibits
24
       
SIGNATURES
25
       
CERTIFICATIONS
26-29

 

2


 
ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
BALANCE SHEETS

 
   
September 30,
   
December 31,
 
   
2009
   
2008
 
   
(Unaudited)
       
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 1,600     $ 20,839,700  
Accounts receivable – affiliate
    9,767,200       70,600  
Short-term hedge receivable due from affiliate
    1,939,200        
Total current assets
    11,708,000       20,910,300  
                 
Oil and gas properties, net
    211,539,000       47,592,400  
Construction in progress
    2,388,100       115,371,700  
Long-term hedge receivable due from affiliate
    1,902,200        
    $ 227,537,300     $ 183,874,400  
                 
LIABILITIES AND PARTNERS’ CAPITAL
               
Current liabilities:
               
Accrued liabilities
  $ 37,300     $ 3,900  
Short-term hedge liability due to affiliate
    30,300        
Total current liabilities
    67,600       3,900  
                 
Asset retirement obligation
    1,532,100       957,000  
Long-term hedge liability due to affiliate
    839,600        
                 
Partners’ capital:
               
Managing general partner
    22,876,900       6,395,600  
Investors partners (20,152.50 units)
    199,249,600       201,171,100  
Accumulated other comprehensive income
    2,971,500        
Investor subscription receivable
          (24,653,200 )
Total partners' capital
    225,098,000       182,913,500  
    $ 227,537,300     $ 183,874,400  

 

 
The accompanying notes are an integral part of these financial statements.

3


 
ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
STATEMENTS OF NET EARNINGS
(Unaudited)

 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30, 2009
   
September 30, 2009
 
REVENUES
           
Natural gas, oil and liquid gas
  $ 10,156,300     $ 23,851,800  
Interest income
    2,000       2,200  
Total revenues
    10,158,300       23,854,000  
                 
COSTS AND EXPENSES
               
Production
    3,425,200       6,800,500  
Depletion
    3,646,800       9,511,100  
Accretion of asset retirement obligation
    22,100       62,700  
General and administrative
    93,700       209,300  
Total expenses
    7,187,800       16,583,600  
Net earnings
  $ 2,970,500     $ 7,270,400  
                 
Allocation of net earnings:
               
Managing general partner
  $ 1,645,200     $ 4,130,400  
Investor partners
  $ 1,325,300     $ 3,140,000  
Net earnings per investor partnership unit
  $ 66     $ 156  

 

 

 
The accompanying notes are an integral part of these financial statements.

4


 
ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
FOR THE NINE MONTHS ENDED
September 30, 2009
(Unaudited)

 
               
Accumulated
             
   
Managing
         
Other
   
Investor
       
   
General
   
Investor
   
Comprehensive
   
Subscription
       
   
Partner
   
Partners
   
Income
   
Receivable
   
Total
 
                               
Balance at January 1, 2009
  $ 6,395,600     $ 201,171,100     $     $ (24,653,200 )   $ 182,913,500  
                                         
Syndication and offering costs
    1,500                         1,500  
Total contribution
    1,500                         1,500  
                                         
Syndication and offering costs,
                                       
immediately charged to capital
    (1,500 )                       (1,500 )
                                         
Participation in revenues and expenses:
                                       
Net production revenues
    5,030,100       12,021,200                   17,051,300  
Interest income
    600       1,600                   2,200  
Depletion
    (820,100 )     (8,691,000 )                 (9,511,100 )
General and administrative
    (61,700 )     (147,600 )                 (209,300 )
Accretion of asset retirement obligation
    (18,500 )     (44,200 )                 (62,700 )
Net earnings
    4,130,400       3,140,000                   7,270,400  
                                         
Other comprehensive income
                2,971,500             2,971,500  
                                         
Asset contributions
    14,468,800                         14,468,800  
                                         
Distributions to partners
    (2,117,900 )     (5,061,500 )                 (7,179,400 )
                                         
Subscription received
                      24,653,200       24,653,200  
                                         
Balance at September 30, 2009
  $ 22,876,900     $ 199,249,600     $ 2,971,500     $     $ 225,098,000  

 

 
The accompanying notes are an integral part of these financial statements.

5


 
ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
STATEMENT OF CASH FLOWS
(Unaudited)

 
   
Nine Months Ended
 
   
September 30, 2009
 
Cash flows from operating activities:
     
Net earnings
  $ 7,270,400  
Adjustments to reconcile net earnings to net cash provided by operating activities:
       
Depletion
    9,511,100  
Accretion of asset retirement obligation
    62,700  
Increase in accounts receivable-affiliate
    (9,696,600 )
Increase in accrued liabilities
    33,400  
Net cash provided by operating activities
    7,181,000  
         
Cash flows from investing activities:
       
Oil and gas well drilling contract paid to MGP
    (45,492,900 )
Net cash used in financing activities
    (45,492,900 )
         
Cash flows from financing activities:
       
Partners’ capital contribution
    24,653,200  
Distributions to partners
    (7,179,400 )
Net cash provided by financing activities
    17,473,800  
         
Net decrease in cash and cash equivalents
    (20,838,100 )
Cash and cash equivalents at beginning of period
    20,839,700  
Cash and cash equivalents at end of period
  $ 1,600  
         
Supplemental Schedule of non-cash investing and financing activities:
       
         
Assets contributed by managing general partner:
       
Lease costs
  $ 1,303,700  
Tangible drilling costs
    13,165,100  
Syndication and offering costs
    1,500  
    $ 14,470,300  
         
Asset retirement obligation
  $ 512,400  

 

The accompanying notes are an integral part of these financial statements.

 
6
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Atlas Resources Public 18-2008 (A) L.P. (the “Partnership”) is a Delaware Limited Partnership which includes Atlas Resources, LLC of Pittsburgh, Pennsylvania, as Managing General Partner ("MGP") and Operator, and 4,426 Limited Partners or Investor General Partners. The Partnership was formed on April 8, 2008 to drill and operate gas wells located primarily in western Pennsylvania, West Virginia, Indiana, Michigan, Ohio and Tennessee. The Partnership has no employees and relies on its MGP for management which, in turn, relies on its parent company, Atlas Energy Resources, LLC, ("Atlas Energy"), for administrative services. On September 29, 2009, Atlas Energy Resources, LLC and Atlas America, Inc. (“Atlas America”) (NASDAQ: ATLS) merged with Atlas Energy Resources, LLC becoming a wholly owned subsidiary of Atlas America. In addition, Atlas America changed its name to “Atlas Energy, Inc.”

The financial statements as of September 30, 2009 and for the three months and nine months ended September 30, 2009 are unaudited except that the balance sheet at December 31, 2008 is derived from audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). However, in the opinion of management, these interim financial statements include all the necessary adjustments to fairly present the results of the interim periods presented. Management has considered for disclosure any material subsequent events through November 16, 2009, the date the financial statements were issued. The unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Partnership's Form 10-K for the year ended December 31, 2008. The results of operations for the three months and nine months ended September 30, 2009 may not necessarily be indicative of the results of operations for the year ended December 31, 2009. Partnership operations began April 8, 2008.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In addition to matters discussed further in this note, the Partnership’s significant accounting policies are detailed in its audited financial statements and notes thereto in the Partnership’s Form 10-K for the year ended December 31, 2008 filed with the SEC.

Use of Estimates

Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues, costs and expenses during the reporting period. The Partnership’s financial statements are based on a number of significant estimates, including revenue and expense accruals, depletion, fair value of derivative instruments and the probability of forecasted transactions. Actual results could differ from these estimates.

Accounts Receivable and Allowance for Possible Losses

In evaluating the need for an allowance for possible losses, the Partnership's MGP, performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by review of its customers' credit information. Credit is extended on an unsecured basis to many of its energy customers. At September 30, 2009 and December 31, 2008, the Partnership's MGP's credit evaluation indicated that the Partnership has no need for an allowance for possible losses.

 
7
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2009
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

The Partnership generally sells natural gas and crude oil at prevailing market prices.  Revenue is recognized when produced quantities are delivered to a custody transfer point, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale are reasonably assured and the sales price is fixed or determinable. Revenues from the production of natural gas and crude oil in which the Partnership has an interest with other producers are recognized on the basis of the Partnership’s percentage ownership of working interest or overriding royalty. Generally, the Partnership’s sales contracts are based on pricing provisions that are tied to a market index, with certain adjustments based on proximity to gathering and transmission lines and the quality of its natural gas.

Because there are timing differences between the delivery of natural gas and oil and its receipt of a delivery statement, the Partnership has unbilled revenues. These revenues are accrued based upon volumetric data from the Partnership’s records and estimates of the related transportation and compression fees which are, in turn, based upon applicable product prices. The Partnership had unbilled trade receivables at September 30, 2009 and December 31, 2008 of $5,816,500 and $80,100, respectively, which are included in accounts receivable on the Partnership’s Balance Sheets.

Oil and Gas Properties

The Partnership follows the successful-efforts method of accounting for oil and gas producing activities. Oil and gas properties are recorded at cost.  Depletion is determined on a field-by-field basis using the units-of-production method for well and related equipment costs based on proved developed reserves associated with each field. Depletion rates are determined based on reserve quantity estimates and the capitalized costs of developed producing properties.  In addition, accumulated depletion includes impairment adjustments to reflect the write-down to fair market value of the oil and gas properties. Maintenance and repairs are expensed as incurred. Major renewals and improvements that extend the useful lives of the property are capitalized. Oil is converted to gas equivalent basis (“Mcfe”) at the rate one barrel equals 6 thousand cubic feet (“Mcf”).

Upon the sale or retirement of a complete field of a proved property, the cost is eliminated from the property accounts, and the resultant gain or loss is recorded in operations. Upon the sale or retirement of an individual well, the net book value is credited to accumulated depletion.

 
Oil and gas properties consist of the following at the dates indicated:
 
September 30,
   
December 31,
 
   
2009
   
2008
 
Natural gas and oil properties:
           
Proved properties:
           
Leasehold interests
  $ 2,785,400     $ 1,481,700  
Wells and related equipment
    218,371,000       46,217,000  
      221,156,400       47,698,700  
                 
Accumulated depletion
    (9,617,400 )     (106,300 )
    $ 211,539,000     $ 47,592,400  

 

 
8
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2009
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Oil and Gas Properties (Continued)

Construction Progress (“CIP”) of oil and gas properties at December 31, 2008 was $115,371,700. During the nine months ended September 30, 2009, CIP decreased $112,983,600 and is included in the oil and gas properties balance as of September 30, 2009. The remaining balance in CIP of $2,388,100 as of September 30, 2009 is expected to be completed in 2009.

Impairment of Oil and Gas Properties and Long-Lived Assets

The Partnership’s oil and gas properties are reviewed for impairment annually or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Oil and gas properties are reviewed for potential impairments at the lowest levels for which there are identifiable cash flows.

The review of the Partnership’s oil and gas properties is done on a field-by-field basis by determining if the historical cost of proved properties less the applicable accumulated depletion and abandonment is less than the estimated expected undiscounted future cash flows. The expected future cash flows are estimated based on the Partnership’s plans to continue to produce and develop proved reserves. Expected future cash flow from the sale of production of reserves is calculated based on estimated future prices. The Partnership estimates prices based upon current contracts in place, adjusted for basis differentials and market related information including published futures prices. The estimated future level of production is based on assumptions surrounding future levels of prices and costs, field decline rates, market demand and supply, and the economic and regulatory climates. If the carrying value exceeds such cash flows, an impairment loss is recognized for the difference between the estimated fair market value (as determined by discounted future cash flows), and the carrying value of the assets.

The determination of oil and natural gas reserve estimates is a subjective process, and the accuracy of any reserve estimate depends on the quality of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary considerably from actual results.  In addition, reserve estimates for wells with limited or no production history are less reliable than those based on actual production.  Estimated reserves are often subject to future revisions, which could be substantial, based on the availability of additional information which could cause the assumptions to be modified.  The Partnership cannot predict what reserve revisions may be required in future periods. There were no impairments of oil and gas properties recorded by the Partnership for the three months and nine months ended September 30, 2009.

Working Interest

The Partnership agreement establishes that revenues and expenses will be allocated to the MGP and limited partners based on their ratio of capital contributions to total contributions, (“the working interest”). The MGP is also provided an additional working interest of 10% as provided in the Partnership Agreement. Due to the time necessary to complete drilling operations and accumulate all drilling costs, estimated working interest percentage ownership rates are utilized to allocate revenues and expenses until the wells are completely drilled and turned on-line into production. Once the wells are completed, the final working interest ownership of the partners is determined, and any previously allocated revenues and expenses based on the estimated working interest percentage ownership are adjusted to conform to the final working interest percentage ownership.



 
9
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2009
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Adopted Accounting Standards

In August 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2009-05, Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value (“Update 2009-05”). Update 2009-05 amends subtopic 820-10, “Fair Value Measurements and Disclosures- Overall” and provides clarification for the fair value measurement of liabilities in circumstances where quoted prices for an identical liability in an active market are not available. The amendments also provide clarification for not requiring the reporting entity to include separate inputs or adjustments to other inputs relating to the existence of a restriction that prevents the transfer of a liability when estimating the fair value of a liability.  Additionally, these amendments clarify that both the quoted price in an active market for an identical liability at the measurement date and the quoted price for an identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are considered Level 1 fair value measurements. These requirements are effective for financial statements issued after the release of Update 2009-05.  The Partnership adopted the requirements on September 30, 2009 and it did not have a material impact on its financial position, results of operations or related disclosures.

In June 2009, the FASB issued Accounting Standards Update 2009-01, Topic 105- Generally Accepted Accounting Principles Amendments Based on Statements of Financial Accounting Standards No. 168- The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“Update 2009-01”). Update 2009-01 establishes the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative U.S. generally accepted accounting principles recognized by the FASB to be applied by nongovernmental entities.  The ASC supersedes all existing non-Securities and Exchange Commission accounting and reporting standards.  Following the ASC, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the ASC.  ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  Entities are not required to include specific references to the ASC in their financial statements and, therefore, the Partnership has removed all previous references to FASB authoritative guidance and describes its accounting policies using a “plain English” approach. The Partnership adopted the requirements of Update 2009-01 to its financial statements on September 30, 2009 and it did not have a material impact to the Partnership’s financial statement disclosures.

In May 2009, the FASB issued ASC 855-10, Subsequent Events (“ASC 855-10”). ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The provisions require management of a reporting entity to evaluate events or transactions that may occur after the balance sheet date for potential recognition or disclosure in the financial statements and provides guidance for disclosures that an entity should make about those events. ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009 and shall be applied prospectively. The Partnership adopted the requirements of this standard on June 30, 2009 and it did not have a material impact to its financial position or results of operations or related disclosures. The adoption of these provisions does not change the Partnership’s current practices with respect to evaluating, recording and disclosing subsequent events.


 
10
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2009
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Adopted Accounting Standards (Continued)

In April 2009, the FASB issued ASC 820-10-65-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“ASC 820-10-65-4”). ASC 820-10-65-4 applies to all fair value measurements and provides additional clarification on estimating fair value when the market activity for an asset has declined significantly.  ASC 820-10-65-4 also require an entity to disclose a change in valuation technique and related inputs to the valuation calculation and to quantify its effects, if practicable. ASC 820-10-65-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The Partnership adopted the requirements of ASC 820-10-65-4 on April 1, 2009 and its adoption did not have a material impact on the Partnership’s financial position and results of operations.

In April 2009, the FASB issued ASC 825-10-65-1, Interim Disclosures about Fair Value of Financial Instruments (“ASC 825-10-65-1”), which requires an entity to provide disclosures about fair value of financial instruments in interim financial information. In addition, an entity shall disclose in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting periods the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position. ASC 825-10-65-1 is effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The Partnership adopted these requirements on April 1, 2009 and its adoption did not have a material impact on the Partnership’s financial position and results of operations.

Modernization of Oil and Gas Reporting

In December 2008, the SEC announced that it had approved revisions to its oil and gas reporting disclosures by adopting amendments to Rule 4-10 of Regulation S-X and Items 201, 801, and 802 of Regulation S-K. These new disclosure requirements are referred to as “Modernization of Oil and Gas Reporting” and include provisions that:

·  
Introduce a new definition of oil and gas producing activities. This new definition allows companies to include in their reserve base volumes from unconventional resources. Such unconventional resources include bitumen extracted from oil sands and oil and gas extracted from coal beds and shale formations.

·  
Report oil and gas reserves using an unweighted average price using the prior 12-month period, based on the closing prices on the first day of each month, rather than year-end pricing. This should maximize the comparability of reserve estimates among companies and mitigate the distortion of the estimates that arises when using a single pricing date.

 
11
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2009
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Modernization of Oil and Gas Reporting (Continued)

·  
Permit companies to disclose their probable and possible reserves on a voluntary basis. Current rules limit disclosure to only proved reserves.

·  
Update and revise reserve definitions to reflect changes in the oil and gas industry and new technologies. New updated definitions include “by geographic area” and “reasonable certainty.”

·  
Permit the use of new technologies to determine proved reserves if those technologies have been demonstrated empirically to lead to reliable conclusions about reserves volumes.

·  
Require additional disclosures regarding the qualifications of the chief technical person who oversees the Partnership’s overall reserve estimation process. Additionally, disclosures are required related to internal controls over reserve estimation, as well as a report addressing the independence and qualifications of a Partnership’s  reserves preparer or auditor based on Society of Petroleum Engineers criteria.

The Partnership will begin complying with the disclosure requirements in its annual report on Form 10-K for the year ending December 31, 2009. The new rules may not be applied to disclosures in quarterly reports prior to the first annual report in which the revised disclosures are required. The Partnership is currently in the process of evaluating the new requirements.

NOTE 3 - TRANSACTIONS WITH ATLAS RESOURCES, LLC AND ITS AFFILIATES

The Partnership has entered into the following significant transactions with its MGP and its affiliates as provided under its Partnership agreement:

·  
Administrative costs which are included in general and administrative expenses in the Partnership’s Statements of Net Earnings are payable at $75 per well per month. Administrative costs incurred for the three months and nine months ended September 30, 2009 were $32,500 and $65,200, respectively.

·  
Monthly well supervision fees which are included in production expenses in the Partnership’s Statements of Net Earnings are payable at $975 per well per month for Marcellus wells and $1,500 per well per month for New Albany and Indiana Wells. For all other wells a fee of $392 is charged per well per month, for operating and maintaining the wells. Well supervision fees incurred for the three months and nine months ended September 30, 2009 were $274,900 and $532,800, respectively.

·  
Transportation fees which are included in production expenses in the Partnership's Statements of Net Earnings are generally payable at 13% of the natural gas sales price. Transportation fees incurred for the three months and nine months ended September 30, 2009 were $1,228,300 and $2,968,100, respectively.

·  
Assets contributed from the MGP which are disclosed on the Partnership’s Statement of Cash Flows as a non-cash activity for the nine months ended September 30, 2009 were $14,470,300.

The MGP and its affiliates perform all administrative and management functions for the Partnership including billing revenues and paying expenses. “Accounts receivable-affiliate” on the Partnership's Balance Sheets represents the net production revenues due from the MGP.

 
12
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2009
(Unaudited)

NOTE 3 - TRANSACTIONS WITH ATLAS RESOURCES, LLC AND ITS AFFILIATES (Continued)

Subordination by Managing General Partner

Under the terms of the Partnership agreement, the MGP may be required to subordinate up to 50% of its share of net production revenues of the Partnership to provide a distribution to the investor partners equal to at least 10% of their agreed subscriptions. Subordination is determined on a cumulative basis, in each of the first five years of Partnership operations, commencing with the first distribution of net revenues to the investor partners (September 2009). Since inception of the program, the MGP has not been required to subordinate any of its distributions to its investor partners.

NOTE 4 - COMPREHENSIVE INCOME

Comprehensive income includes net earnings and all other changes in equity of a business during a period from transactions and other events and circumstances from non-owner sources. These changes, other than net earnings, are referred to as "other comprehensive income" and, for the Partnership, include changes in the fair value of unsettled derivative contracts accounted for as cash flow hedges. A reconciliation of the Partnership’s comprehensive income for the periods indicated is as follow:

 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30, 2009
   
September 30, 2009
 
             
Net earnings
  $ 2,970,500     $ 7,270,400  
Other comprehensive (loss) income:
               
Unrealized holding gains on hedging contracts
    2,135,100       9,649,100  
Less: reclassification adjustment for gains realized in net earnings
    (3,973,400 )     (6,677,600 )
Total other comprehensive (loss) income
    (1,838,300 )     2,971,500  
Comprehensive income
  $ 1,132,200     $ 10,241,900  

 
NOTE 5 - DERIVATIVE INSTRUMENTS

The Partnership is exposed to certain risks relating to its ongoing business operations. The risk is managed by using derivative instruments related to commodity price risk. Forward contracts on natural gas and oil are entered into to manage the price risk associated with forecasted sales of natural gas and crude oil. The Partnership designates these derivatives as cash flow hedges and the derivative instruments have been recorded as either assets or liabilities at fair value on the balance sheets. The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified to earnings in the same period during which the hedged transaction affects earnings. The following table summarizes the fair value of derivative instruments as of September 30, 2009 as well as the gain or loss recognized for the three months and nine months ended September 30, 2009. There were no gains or losses recognized in income for ineffective derivative instruments for the three months and nine months ended September 30, 2009.

 
13
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2009
(Unaudited)

NOTE 5 - DERIVATIVE INSTRUMENTS (Continued)

Fair Value of Derivative Instruments:

   
Asset Derivatives
 
Liability Derivatives
 
                   
     
Fair Value
     
Fair Value
 
Derivatives in Cash Flow
 
Balance Sheet
 
September 30,
 
Balance Sheet
 
September 30,
 
Hedging Relationships
 
Location
 
2009
 
Location
 
2009
 
                   
Commodity contracts:
 
Current assets
  $ 1,939,200  
Current liabilities
  $ (30,300 )
   
Long-term assets
    1,902,200  
Long-term liabilities
    (839,600 )
                       
Total derivatives
      $ 3,841,400       $ (869,900 )

Effects of Derivative Instruments on Statements of Net Earnings:
             
   
Gain
     
Gain
   
Recognized in OCI
     
Recognized in OCI
   
on Derivative
 
Location of Gain/(Loss)
 
on Derivative
   
(Effective Portion)
 
Reclassified from
 
(Effective Portion)
 
Three Months Ended
 
Accumulated
 
Three Months Ended
Derivatives in Cash Flow
 
September 30,
 
OCI into Income
 
September 30,
Hedging Relationships
 
2009
 
(Effective Portion)
 
2009
             
Commodity contracts
 
$            2,135,100
 
Natural gas and oil revenue
 
$                        3,973,400

   
Gain
     
Gain
   
Recognized in OCI
     
Recognized in OCI
   
on Derivative
 
Location of Gain/(Loss)
 
on Derivative
   
(Effective Portion)
 
Reclassified from
 
(Effective Portion)
 
 
Nine Months Ended
 
Accumulated
 
Nine Months Ended
Derivative in Cash Flow
 
September 30,
 
OCI into Income
 
September 30,
Hedging Relationships
 
2009
 
(Effective Portion)
 
2009
             
Commodity contracts
 
$            9,649,100
 
Natural gas and oil revenue
 
$                        6,677,600

Atlas Energy, on behalf of the Partnership, from time to time enters into natural gas and crude oil future option and collar contracts to hedge exposure to changes in natural gas prices and oil prices. At any point in time, such contracts may include regulated New York Mercantile Exchange (“NYMEX”) futures, options contracts and non-regulated over-the-counter futures contracts with qualified counterparties. NYMEX contracts are generally settled with offsetting positions, but may be settled by the delivery of natural gas. Crude oil contracts are based on a West Texas Intermediate ("WTI") index. These contracts have qualified and been designated as cash flow hedges and recorded at their fair values.

At September 30, 2009, the Partnership reflected a net hedge asset on its Balance Sheets of $2,971,500. Of the remaining $2,971,500 net unrealized gain in accumulated other comprehensive loss at September 30, 2009, if the fair values of the instruments remain at current market values, the Partnership will reclassify $1,908,900 of net gains to its Statements of Net Earnings over the next twelve month period as these contracts settle, and $1,062,600 of net gains in later periods. Actual amounts that will be reclassified will vary as a result of future price changes. Ineffective hedge gains or losses are recorded within the Statements of Net Earnings while the hedge contract is open and may increase or decrease until settlement of the contract. The Partnership recognized no gains or losses during the three months and nine months ended September 30, 2009 for hedge ineffectiveness or as a result of the discontinuance of cash flow hedges.

 
14
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2009
(Unaudited)

NOTE 5 - DERIVATIVE INSTRUMENTS (Continued)

As of September 30, 2009, Atlas Energy had allocated to the Partnership the following natural gas and oil volumes hedged.

Natural Gas Fixed Price Swaps
                   
Production
       
Average
       
Period Ending
 
Volumes
   
Fixed Price
   
Fair Value
 
December 31,
 
(MMbtu) (1)
   
(per MMbtu) (1)
   
Asset (2)
 
                   
2009
    222,900     $ 8.24     $ 780,000  
2010
    782,400       7.71       1,177,000  
2011
    462,100       7.04       409,800  
2012
    998,100       7.22       308,300  
2013
    543,200       7.08       33,300  
                    $ 2,708,400  

Natural Gas Costless Collars
                       
Production
           
Average
   
Fair Value
 
Period Ending
 
Option
 
Volumes
   
Floor & Cap
   
Asset
 
December 31,
 
Type
 
(MMbtu) (1)
   
(per MMbtu) (1)
   
(Liability) (2)
 
                       
2009
 
Puts purchased
    1,600     $ 11.00     $ 8,000  
2009
 
Calls sold
    1,600       15.35        
2010
 
Puts purchased
    84,900       7.84       148,500  
2010
 
Calls sold
    84,900       9.01        
2011
 
Puts purchased
    226,700       6.52       147,500  
2011
 
Calls sold
    226,700       7.67        
2012
 
Puts purchased
    86,900       6.51       400  
2012
 
Calls sold
    86,900       7.72       (20,100 )
2013
 
Puts purchased
    107,900       6.52        
2013
 
Calls sold
    107,900       7.81       (26,100 )
                        $ 258,200  

Crude Oil Fixed Price Swaps
                   
Production
       
Average
       
Period Ending
 
Volumes
   
Fixed Price
   
Fair Value
 
December 31,
 
(Bbl) (1)
   
(per Bbl) (1)
   
Asset (3)
 
                   
2009
    50     $ 99.32     $ 500  
2010
    50       97.40       1,300  
2011
    50       77.46       900  
2012
    50       76.86       600  
2013
    50       77.36       100  
                    $ 3,400  


 
15
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2009
(Unaudited)

NOTE 5 - DERIVATIVE INSTRUMENTS (Continued)

Crude Oil Costless Collars
                       
Production
           
Average
       
Period Ending
 
Option
 
Volumes
   
Floor & Cap
   
Fair Value
 
December 31,
 
Type
 
(Bbl) (1)
   
(per Bbl) (1)
   
Asset (3)
 
                       
2009
 
Puts purchased
    50     $ 85.00     $ 200  
2009
 
Calls sold
    50       116.56        
2010
 
Puts purchased
    50       85.00       500  
2010
 
Calls sold
    50       112.92        
2011
 
Puts purchased
    50       67.22       400  
2011
 
Calls sold
    50       89.44        
2012
 
Puts purchased
    50       65.51       300  
2012
 
Calls sold
    50       91.45        
2013
 
Puts purchased
    50       65.36       100  
2013
 
Calls sold
    50       93.44        
                        $ 1,500  
                             
               
Total Net Asset
    $ 2,971,500  
_____________

(1)  
MMBTU represents million British Thermal Units. Bbl represents barrels.
(2)  
Fair value based on forward NYMEX natural gas prices.
(3)  
Fair value based on forward WTI crude oil prices.

NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Partnership has established a hierarchy to measure its financial instruments at fair value which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy defines three levels of inputs that may be used to measure fair value.

Level 1– Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2– Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3– Unobservable inputs that reflect the entities own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

 
16
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2009
(Unaudited)

NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Partnership has certain assets and liabilities that are reported at fair value on a recurring basis in its balance sheets. The following methods and assumptions were used to estimate fair values.

All of the Partnership’s derivatives contracts are defined as Level 2. The Partnership's natural gas and crude oil derivative contracts are valued based on prices quoted on the NYMEX or WTI and adjusted by the respective counterparty using various assumptions including quoted forward prices, time value, volatility factors, and contractual prices for the underlying instruments. Information for assets and liabilities measured at fair value on a recurring basis at September 30, 2009 is as follows. There were no assets and liabilities measured at fair value on a recurring basis at December 30, 2008.

 
   
September 30, 2009
 
   
Level 2
   
Total
 
             
Commodity-based derivatives
  $ 2,971,500     $ 2,971,500  
Total
  $ 2,971,500     $ 2,971,500  

 
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Partnership has certain assets and liabilities that are reported at fair value on a nonrecurring basis in its Balance Sheets. The following methods and assumptions were used to estimate fair values.

Asset Retirement Obligations.  The Partnership estimates the fair value of asset retirement obligations based on discounted cash flow projections using numerous estimates, assumptions and judgments regarding such factors at the date of establishment of an asset retirement obligation such as: amounts and timing of settlements; the credit adjusted risk free rate of the Partnership; and estimated inflation rates. There were new asset retirement obligations incurred for the three months and nine months ended September 30, 2009 is as follows:

 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30, 2009
   
September 30, 2009
 
   
Level 3
   
Total
   
Level 3
   
Total
 
                         
Asset retirement obligations
  $     $     $ 512,400     $ 512,400  
Total
  $     $     $ 512,400     $ 512,400  

 
NOTE 7 - ASSET RETIREMENT OBLIGATION

The Partnership recognizes an estimated liability for the plugging and abandonment of its oil and gas wells and related facilities. It also recognizes a liability for future asset retirement obligations if a reasonable estimate of the fair value of that liability can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The Partnership also considers the estimated salvage value in the calculation of depreciation, depletion and amortization.

 
17
 
 


ATLAS RESOURCES PUBLIC 18-2008 (A) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2009
(Unaudited)

NOTE 7 - ASSET RETIREMENT OBLIGATION (Continued)

The estimated liability is based on historical experience in plugging and abandoning wells, estimated remaining lives of those wells based on reserve estimates, external estimates as to the cost to plug and abandon the wells in the future, and federal and state regulatory requirements. The liability is discounted using an assumed credit- adjusted risk-free interest rate. Revisions to the liability could occur due to changes in estimates of plugging and abandonment costs or remaining lives of the wells, or if federal or state regulators enact new plugging and abandonment requirements.

The Partnership has no assets legally restricted for purposes of settling asset retirement obligations.  Except for its oil and gas properties, the Partnership has determined that there are no other material retirement obligations associated with tangible long-lived assets.

A reconciliation of the Partnership’s liability for plugging and abandonment costs for the periods indicated is as follows:

 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30, 2009
   
September 30, 2009
 
             
Asset retirement obligation at beginning of period
  $ 1,510,000     $ 957,000  
Liabilities incurred from drilling wells
          512,400  
Accretion expense
    22,100       62,700  
Asset retirement obligation at end of period
  $ 1,532,100     $ 1,532,100  

 
NOTE 8 - COMMITMENTS AND CONTINGENCIES

The Managing General Partner is not aware of any legal proceedings filed against the Partnership.

Affiliates of the MGP and their subsidiaries are party to various routine legal proceedings arising in the ordinary course of their collective business. The MGP management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the MGP's financial condition or results of operations.

ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)

Forward-Looking Statements

The matters discussed within this report include forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this report are forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

Management’s Discussion and Analysis should be read in conjunction with our Financial Statements and the Notes to our Financial Statements.

 
18
 
 


General

We were formed as a Delaware limited partnership on April 8, 2008, with Atlas Resources, LLC as our Managing General Partner, or MGP, to drill natural gas development wells. We have no employees and rely on our MGP for management, which in turn relies on its parent company, Atlas Energy Resources, LLC, or Atlas Energy, for administrative services. On September 29, 2009 Atlas Energy completed its merger with Atlas America, Inc. (NASDAQ:ATLS). In addition, Atlas America changed its name to Atlas Energy, Inc.

Our wells are currently producing natural gas and, to a far lesser extent, oil and liquid gas which are our only products. Most of our gas is gathered and delivered to market through Laurel Mountain Midstream, LLC’s gas gathering system, a newly formed joint-venture between Atlas Energy’s affiliate, Atlas Pipeline Partners, L.P. (NYSE:APL) and The Williams Companies (NYSE:WMB). We do not plan to sell any of our wells and will continue to produce them until they are depleted or become uneconomical to produce, at which time they will be plugged and abandoned or sold.

Results of Operations

Partnership operations began April 8, 2008. The Partnership's first wells began production in December 31, 2008; therefore no comparative data is available for the nine months ended September 30, 2008.

The following table sets forth information relating to our production revenues, volumes, sales prices, production costs and depletion during the periods indicated:

 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30, 2009
   
September 30, 2009
 
             
Production revenues (in thousands):
           
Gas
  $ 9,875     $ 23,435  
Oil
    207       343  
Liquid
    74       74  
Total
  $ 10,156     $ 23,852  
                 
Production volumes:
               
Gas (mcf/day) (1)
    13,897       12,255  
Oil (bbls/day) (1)
    33       21  
Liquid (mcf/day)(1)
    198       67  
Total (mcfe/day) (1)
    14,293       12,448  
                 
Average sales prices:
               
Gas (per mcf) (1)
  $ 7.72     $ 7.00  
Oil (per bbl) (1)
  $ 68.12     $ 60.78  
Liquid (per mcf) (1)
  $ 4.06     $ 4.06  
                 
Average production costs:
               
As a percent of revenues
    34 %     29 %
Per mcfe (1)
  $ 2.66     $ 2.01  
                 
Depletion per mcfe
  $ 2.85     $ 2.81  
____________

(1)  
“Mcf” means thousand cubic feet, “mcfe” means thousand cubic feet equivalent and “bbls” means barrels. Bbls are converted to mcfe using the ratio of six mcfs to one bbl. Liquids are gathered in gallons and converted to mcfs.

 
19
 
 


Natural Gas Revenues.  Our natural gas revenues were $9,874,800 and $23,434,800 for the three months and nine months ended September 30, 2009, respectively. We expect that our natural gas revenues will increase over the next year, as more of our wells are put on-line and are producing larger volumes of natural gas.

Oil Revenues. We drill wells primarily to produce natural gas, rather than oil, but some wells have oil production. Our oil revenues were $207,600 and $343,100 for the three months and nine months ended September 30, 2009, respectively. We expect that our oil revenues will increase over the next year, as more of our wells are put on-line and are producing larger volumes of oil.

Natural Gas Liquids Revenue.  The majority of our wells produce “dry gas,” which is composed primarily of methane and requires no additional processing before being transported and sold to the purchaser. Some wells, however, produce “wet gas,” which contains larger amounts of ethane and other associated hydrocarbons (i.e. “natural gas liquids”) that must be removed prior to transporting the gas. Once removed, these natural gas liquids are sold to various purchasers. Our natural gas liquids revenues were $73,900 for the three months ended September 30, 2009.

Expenses. Production expenses were $3,425,200 and $6,800,500 for the three months and nine months ended September 30, 2009, respectively.

Depletion was estimated as a percentage of revenue were 36% and 40% for the three months and nine months ended September 30, 2009, respectively.

General and administrative expenses were $93,700 and $209,300 for the three months and nine months ended September 30, 2009, respectively. These expenses include third-party costs, audit, tax and other outside services as well as the monthly administrative fees charged by our MGP and vary from period to period due to the timing and billing of the costs and services provided to the Partnership.

Liquidity and Capital Resources

Cash provided by operating activities was $7,181,000 in the nine months ended September 30, 2009. This was due to net earnings before depletion and accretion of $16,844,200, partially offset by an increase and the change in accounts receivable-affiliate that decreased operating cash flows by $9,696,600.

Cash used in investing activities was $45,492,900 during the nine months ended September 30, 2009. This consisted of oil and gas well drilling contracts paid to MGP.

Cash provided by financing activities was $17,473,800 during the nine months ended September 30, 2009. Investor subscriptions receivable as of December 31, 2008 totaling $24,653,200 were collected and remitted to the MGP. Distributions to partners totaled $7,179,400 as of September 30, 2009.

Our MGP may withhold funds for future plugging and abandonment costs. Any additional funds, if required, will be obtained from production revenues or borrowings from our MGP or its affiliates, which are not contractually committed to make loans to us. The amount that we may borrow may not at any time exceed 5% of our total subscriptions, and we will not borrow from third-parties.

The Partnership is generally limited to the amount of funds generated by the cash flows from our operations, which we believe is adequate to fund future operations and distributions to our partners. Historically, there has been no need to borrow funds from our MGP to fund operations.

 
20
 
 


Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. On an on-going basis, we evaluate our estimates, including those related to our asset retirement obligations, depletion and certain accrued receivables and liabilities. We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. A discussion of our significant accounting policies we have adopted and followed in the preparation of our financial statements is included within “Notes to Financial Statements” in Part I, Item 1, “Financial Statements” in this quarterly report and in our Annual Report on Form 10-K for the year ended December 31, 2008.

Subordination by Managing General Partner

Under the terms of the Partnership agreement, the MGP may be required to subordinate up to 50% of its share of net production revenues of the Partnership to provide a distribution to the investor partners equal to at least 10% of their agreed subscriptions. Subordination is determined on a cumulative basis, in each of the first five years of Partnership operations, commencing with the first distribution of net revenues to the investor partners (September 2009). Since inception of the program, the MGP has not been required to subordinate any of its distributions to its investor partners.

Recently Adopted Accounting Standards

In August 2009, the Financial Accounting Standards Board or FASB issued Accounting Standards Update 2009-05, Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value an Update 2009-05. Update 2009-05 amends subtopic 820-10, “Fair Value Measurements and Disclosures- Overall” and provides clarification for the fair value measurement of liabilities in circumstances where quoted prices for an identical liability in an active market are not available. The amendments also provide clarification for not requiring the reporting entity to include separate inputs or adjustments to other inputs relating to the existence of a restriction that prevents the transfer of a liability when estimating the fair value of a liability. Additionally, these amendments clarify that both the quoted price in an active market for an identical liability at the measurement date and the quoted price for an identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are considered Level 1 fair value measurements. These requirements are effective for financial statements issued after the release of Update 2009-05. We adopted the requirements on September 30, 2009 and it did not have a material impact on our financial position, results of operations or related disclosures.

In June 2009, the FASB issued Accounting Standards Update 2009-01, Topic 105- Generally Accepted Accounting Principles Amendments Based on Statements of Financial Accounting Standards No. 168- The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles an Update 2009-01. Update 2009-01 establishes the FASB Accounting Standards Codification or ASC as the single source of authoritative U.S. generally accepted accounting principles recognized by the FASB to be applied by nongovernmental entities. The ASC supersedes all existing non-Securities and Exchange Commission accounting and reporting standards.  Following the ASC, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the ASC. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. Entities are not required to include specific references to the ASC in their financial statements and, therefore, we have removed all previous references to FASB authoritative guidance and describes our accounting policies using a “plain English” approach. We adopted the requirements of Update 2009-01 to our financial statements on September 30, 2009 and it did not have a material impact to our financial statement disclosures.

 
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In May 2009, the FASB issued ASC 855-10, Subsequent Events or ASC 855-10.  ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The provisions require management of a reporting entity to evaluate events or transactions that may occur after the balance sheet date for potential recognition or disclosure in the financial statements and provides guidance for disclosures that an entity should make about those events. ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009 and shall be applied prospectively.  We adopted the requirements of this standard on June 30, 2009 and it did not have a material impact to our financial position or results of operations or related disclosures. The adoption of these provisions does not change our current practices with respect to evaluating, recording and disclosing subsequent events.

In April 2009, the FASB issued ASC 820-10-65-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly or ASC 820-10-65-4. ASC 820-10-65-4 applies to all fair value measurements and provides additional clarification on estimating fair value when the market activity for an asset has declined significantly. ASC 820-10-65-4 also require an entity to disclose a change in valuation technique and related inputs to the valuation calculation and to quantify its effects, if practicable. ASC 820-10-65-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. We adopted the requirements of ASC 820-10-65-4 on April 1, 2009 and its adoption did not have a material impact on our financial position and results of operations.

In April 2009, the FASB issued ASC 825-10-65-1, Interim Disclosures about Fair Value of Financial Instruments or ASC 825-10-65-1, which requires an entity to provide disclosures about fair value of financial instruments in interim financial information. In addition, an entity shall disclose in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting periods the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position. ASC 825-10-65-1 is effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  We adopted these requirements on April 1, 2009 and its adoption did not have a material impact on our financial position and results of operations.

Modernization of Oil and Gas Reporting

In December 2008, the Securities and Exchange Commission or SEC announced that it had approved revisions to its oil and gas reporting disclosures by adopting amendments to Rule 4-10 of Regulation S-X and Items 201, 801, and 802 of Regulation S-K. These new disclosure requirements are referred to as “Modernization of Oil and Gas Reporting” and include provisions that:

·  
Introduce a new definition of oil and gas producing activities. This new definition allows companies to include in their reserve base volumes from unconventional resources. Such unconventional resources include bitumen extracted from oil sands and oil and gas extracted from coal beds and shale formations.

·  
Report oil and gas reserves using an unweighted average price using the prior 12-month period, based on the closing prices on the first day of each month, rather than year-end pricing. This should maximize the comparability of reserve estimates among companies and mitigate the distortion of the estimates that arises when using a single pricing date.

 
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·  
Permit companies to disclose their probable and possible reserves on a voluntary basis. Current rules limit disclosure to only proved reserves.

·  
Update and revise reserve definitions to reflect changes in the oil and gas industry and new technologies. New updated definitions include “by geographic area” and “reasonable certainty.”

·  
Permit the use of new technologies to determine proved reserves if those technologies have been demonstrated empirically to lead to reliable conclusions about reserves volumes.

·  
Require additional disclosures regarding the qualifications of the chief technical person who oversees the Partnership’s overall reserve estimation process. Additionally, disclosures are required related to internal controls over reserve estimation, as well as a report addressing the independence and qualifications of a Partnership’s reserves preparer or auditor based on Society of Petroleum Engineers criteria.

We will begin complying with the disclosure requirements in its annual report on Form 10-K for the year ending December 31, 2009. The new rules may not be applied to disclosures in quarterly reports prior to the first annual report in which the revised disclosures are required. We are currently in the process of evaluating the new requirements.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Partnership maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Securities and Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the MGP’s management, including the chief executive officer and the chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the MGP’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the MGP’s management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of the chief executive officer and chief financial officer, the MGP has carried out an evaluation of the effectiveness of the Partnership’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the chief executive officer and chief financial officer concluded that the Partnership’s disclosure controls and procedures are effective at the reasonable assurance level at September 30, 2009.

There have been no changes in the Partnership’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.


 
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PART II OTHER INFORMATION

ITEM 6.  EXHIBITS

EXHIBIT INDEX

 
Exhibit No.
 
Description
     
4.0
 
Amended and Restated Certificate and Agreement of Limited Partnership for Public 18-2008 (A) L.P. (1)
10.1
 
Drilling and Operating Agreement for Atlas America Public 18-2008 (A) L.P. (1)
31.1
 
Certification Pursuant to Rule 13a-14/15(d)-14
31.2
 
Certification Pursuant to Rule 13a-14/15(d)-14
32.1
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
   
Act of 2002
32.2
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
   
Act of 2002
____________

 
(1)
Filed on October 15, 2008 in the Form S-1A Registration Statement dated October 15, 2008, File No. 333-150925-03

 

 
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SIGNATURES

Pursuant to the requirements of the Securities of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Atlas Resources Public 18-2008 (A) L.P.
     
     
     
   
Atlas Resources, LLC, Managing General Partner
     
Date:  November 16, 2009
 
By:/s/ Freddie M. Kotek
   
Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive Officer
   
and President
     
     
In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
     
     
Date:  November 16, 2009
 
By:/s/ Freddie M. Kotek
   
Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive
   
Officer and President
     
     
Date:  November 16, 2009
 
By:/s/ Matthew A. Jones
   
Matthew A. Jones, Chief Financial Officer
     
     
Date:  November 16, 2009
 
By:/s/ Sean P. McGrath
   
Sean P. McGrath, Chief Accounting Officer
     
     
     
     
     


 
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