Attached files
file | filename |
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EX-32.1 - EXHIBIT 32.1 - Atlas Resources Public #18-2009 (C) L.P. | exhibit32_1.htm |
EX-31.1 - EXHIBIT 31.1 - Atlas Resources Public #18-2009 (C) L.P. | exhibit31_1.htm |
EX-31.2 - EXHIBIT 32.2 - Atlas Resources Public #18-2009 (C) L.P. | exhibit32_2.htm |
EX-31.2 - EXHIBIT 31.2 - Atlas Resources Public #18-2009 (C) L.P. | exhibit31_2.htm |
United
States
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Securities
and Exchange Commission
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Washington,
D.C. 20549
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Form
10-Q
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(Mark
One)
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R
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended September 30, 2009
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from _____ to _____
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Commission
file number 333-150925-01
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ATLAS
RESOURCES PUBLIC 18-2009 (C) L.P.
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(Name
of small business issuer in its charter)
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Delaware
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27-0213766
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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Westpointe
Corporate Center One
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1550
Coraopolis Heights Rd. 2nd Floor
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Moon
Township, PA
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15108
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(Address
of principal executive offices)
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(zip
code)
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Issuer’s
telephone number, including area code: (412)
262-2830
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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
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Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports),
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and
(2) has been subject to such filing requirements for the past 90 days.
Yes R
No o
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Indicate
by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every
Interactive
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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
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months
(or for such shorter period that the registrant was required to submit and
post such files). Yes o No R
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller
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reporting
company. See the definitions of “large accelerated filer”, “accelerated
filer”, “non-accelerated filer” and “smaller reporting
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company”
in Rule 12b-2 of the Exchange Act (Check One) Large accelerated filer
¨ Accelerated
filer ¨
Non-accelerated filer ¨
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Smaller
reporting company R
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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
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Transitional
Small Business Disclosure Format (check one): Yes o No R
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ATLAS
RESOURCES PUBLIC 18-2009 (C) L.P.
(A
Delaware Limited Partnership)
INDEX
TO QUARTERLY REPORT
ON
FORM 10-Q
PART
I.
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FINANCIAL
INFORMATION
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PAGE
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Item
1:
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Financial
Statements
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Balance
Sheet as of September 30, 2009
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3
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Statement
of Operations for the period September 17, 2009 through September 30,
2009
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4
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Statement
of Changes in Partners’ Capital for the period September 17, 2009 through
September 30, 2009
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5
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Statement
of Cash Flows for the period September 17, 2009 through September 30,
2009
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6
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Notes
to Financial Statements
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7-12
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Item
2:
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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13-16
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Item
4:
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Controls
and Procedures
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16
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PART
II.
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OTHER
INFORMATION
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Item
6:
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Exhibits
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16
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SIGNATURES
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17
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CERTIFICATIONS
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18-21
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2
ATLAS
RESOURCES PUBLIC 18-2009 (C) L.P.
BALANCE
SHEET
September
30,
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||||
2009
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||||
(Unaudited)
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||||
ASSETS
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||||
Current
assets:
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Cash
and cash equivalents
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$ | 474,500 | ||
Total
current assets
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474,500 | |||
Oil
and gas properties, net
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8,221,900 | |||
$ | 8,696,400 | |||
LIABILITIES
AND PARTNERS’ CAPITAL
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||||
Current
liabilities:
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||||
Accrued
liabilities
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$ | 22,200 | ||
Total
current liabilities
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22,200 | |||
Partners’
capital:
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||||
Managing
general partner
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765,300 | |||
Investors
partners
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8,343,900 | |||
Investor
subscriptions receivable
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(435,000 | ) | ||
Total
partners' capital
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8,674,200 | |||
$ | 8,696,400 |
The
accompanying notes are an integral part of these financial
statements.
3
ATLAS
RESOURCES PUBLIC 18-2009 (C) L.P.
STATEMENT
OF OPERATIONS
FOR
THE PERIOD September 17, 2009 THROUGH
September
30, 2009
(Unaudited)
REVENUES
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||||
Natural
gas and oil
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$ | — | ||
Total
revenues
|
— | |||
COSTS
AND EXPENSES
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||||
General
and administrative
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22,200 | |||
Total
expenses
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22,200 | |||
Net
loss
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$ | (22,200 | ) | |
Allocation
of net loss:
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||||
Managing
general partner
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$ | (6,700 | ) | |
Investor
partners
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$ | (15,500 | ) | |
Net
loss per investor partnership unit
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$ | (18 | ) |
The
accompanying notes are an integral part of these financial
statements.
4
ATLAS
RESOURCES PUBLIC 18-2009 (C) L.P.
STATEMENT
OF CHANGES IN PARTNERS’ CAPITAL
FOR
THE PERIOD September 17, 2009 THROUGH
September
30, 2009
(Unaudited)
Managing
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Investor
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|||||||||||||||
General
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Investor
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Subscription
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||||||||||||||
Partner
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Partners
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Receivable
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Total
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|||||||||||||
Balance
at September 17, 2009
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$ | 100 | $ | — | $ | — | $ | 100 | ||||||||
Partners’
capital contributions:
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||||||||||||||||
Capital
contribution
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— | 8,359,400 | (435,000 | ) | 7,924,400 | |||||||||||
Syndication
and offering costs
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1,188,700 | — | — | 1,188,700 | ||||||||||||
Tangible
equipment/leasehold costs
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771,900 | — | — | 771,900 | ||||||||||||
Total
contributions
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1,960,600 | 8,359,400 | (435,000 | ) | 9,885,000 | |||||||||||
Syndication
and offering costs,
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||||||||||||||||
immediately
charged to capital
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(1,188,700 | ) | — | — | (1,188,700 | ) | ||||||||||
771,900 | 8,359,400 | (435,000 | ) | 8,696,300 | ||||||||||||
Participation
in revenues and expenses:
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||||||||||||||||
General
and administrative
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(6,700 | ) | (15,500 | ) | — | (22,200 | ) | |||||||||
Net
loss
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(6,700 | ) | (15,500 | ) | — | (22,200 | ) | |||||||||
Balance
at September 30, 2009
|
$ | 765,300 | $ | 8,343,900 | $ | (435,000 | ) | $ | 8,674,200 |
The
accompanying notes are an integral part of these financial
statements.
5
ATLAS
RESOURCES PUBLIC 18-2009 (C) L.P.
STATEMENT
OF CASH FLOWS
FOR
THE PERIOD September 17, 2009 THROUGH
September
30, 2009
(Unaudited)
Cash
flows from operating activities:
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||||
Net
loss
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$ | (22,200 | ) | |
Adjustments
to reconcile net loss to net cash provided by operating
activities:
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||||
Increase
in accrued liabilities
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22,200 | |||
Net
cash provided by operating activities
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— | |||
Cash
flows from investing activities:
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Oil
and gas well drilling contract paid to MGP
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(7,450,000 | ) | ||
Net
cash used in financing activities
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(7,450,000 | ) | ||
Cash
flows from financing activities:
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Partners’
capital contribution
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7,924,400 | |||
Net
cash provided by financing activities
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7,924,400 | |||
Net
increase in cash and cash equivalents
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474,400 | |||
Cash
and cash equivalents at beginning of period
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100 | |||
Cash
and cash equivalents at end of period
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$ | 474,500 | ||
Supplemental Schedule
of non-cash investing and financing activities:
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Assets
contributed by managing general partner:
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Lease
costs
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$ | 334,900 | ||
Tangible
drilling costs
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437,000 | |||
Syndication and offering costs | 1,188,700 | |||
$ | 1,960,600 |
The
accompanying notes are an integral part of these financial
statements.
6
ATLAS
RESOURCES PUBLIC 18-2009 (C) L.P.
NOTES
TO FINANCIAL STATEMENTS
September
30, 2009
(Unaudited)
NOTE
1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Atlas
Resources Public 18-2009 (C) L.P. (the “Partnership”) is a Delaware Limited
Partnership which includes Atlas Resources, LLC of Pittsburgh, Pennsylvania, as
Managing General Partner ("MGP") and Operator. The Partnership was formed on
April 8, 2008 to drill and operate gas wells located primarily in Pennsylvania,
Indiana, Michigan 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 are unaudited. 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. 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 results of operations for the nine months
ended September 30, 2009 may not necessarily be indicative of the results of
operations for the period ended December 31, 2009. Partnership operations began
September 17, 2009.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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, the
Partnership's MGP's credit evaluation indicated that the Partnership has no need
for an allowance for possible losses.
7
ATLAS
RESOURCES PUBLIC 18-2009 (C) 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 the Partnership’s natural
gas and oil and the 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 no unbilled trade receivables as of September 30,
2009.
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.
September
30,
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||||
Oil
and gas properties consist of the following at the dates
indicated:
|
2009
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|||
Natural
gas and oil properties:
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||||
Proved
properties:
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||||
Leasehold
interests
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$ | 334,900 | ||
Wells
and related equipment
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7,887,000 | |||
8,221,900 | ||||
Accumulated
depletion
|
— | |||
$ | 8,221,900 |
8
ATLAS
RESOURCES PUBLIC 18-2009 (C) L.P.
NOTES
TO FINANCIAL STATEMENTS (Continued)
September
30, 2009
(Unaudited)
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
Working
Interest
The
Partnership agreement establishes that revenues and expenses will be allocated
to the managing and limited partners based on their ratio of capital
contributions to total contributions, (“the working interest”). The
managing partner 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 rates are utilized to allocate revenues and expenses until the
wells are completed. Once the wells are completed, the actual working interest
ownership of the partners is determined and any previously allocated revenues
and expenses are adjusted to conform to the final working
interest.
9
ATLAS
RESOURCES PUBLIC 18-2009 (C) 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 September 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.
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
September 30, 2009 and its adoption did not have a material impact on the
Partnership’s financial position and results of operations.
10
ATLAS
RESOURCES PUBLIC 18-2009 (C) 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 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
September 30, 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 Securities and Exchange Commission (“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.
|
·
|
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.
|
11
ATLAS
RESOURCES PUBLIC 18-2009 (C) 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)
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:
·
|
Assets
contributed from the MGP which are disclosed on the Partnership’s
Statement of Cash Flows as a non-cash activity for period ended September
30, 2009 were $771,900. The $771,900 of assets contributed is net of a
$1,188,700 adjustment for syndication and offering costs to reflect net
costs directly attributable to oil and gas properties. Organization and
offering costs credited to the MGP's capital account can not exceed 15% of
the Limited Partner's total investment. As of September 30, 2009 the 15%
ceiling has been reflected in the Partnership's Statement of Equity and
additional organizational and offering costs are anticipated as the
Partnership continues to raise
funds.
|
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 Sheet represents the net
production revenues due from the MGP.
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.
NOTE
4 - COMMITMENTS AND CONTINGENCIES
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.
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.
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ITEM
2.
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MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
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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.
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 (NYSE:ATN), or Atlas
Energy, for administrative services. Atlas Energy was merged with Atlas America,
Inc. (NASDAQ:ATLS). In addition, Atlas America changed its name to Atlas
America, Inc.
Our wells
are currently producing natural gas and, to a far lesser extent, oil 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 September 17, 2009. The Partnership currently has no producing
wells for the period ended September 30, 2009.
General
and administrative expenses were $22,200 for the period ended September 30,
2009. These expenses include third-party costs, audit, tax and other outside
services as well as the monthly administrative fees charged by our
MGP.
Liquidity
and Capital Resources
Cash used
in investing activities was $7,450,000 during the period ended September 30,
2009. This consisted of oil and gas well drilling contracts paid to
MGP.
Cash
provided by financing activities was $7,924,400 during the period ended
September 30, 2009. This was due to Partners’ capital
contribution.
13
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. In addition, outside
capital is not readily available to the Partnership.
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.
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.
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 its accounting policies
using a “plain English” approach. We adopted the requirements of Update 2009-01
to its financial statements on September 30, 2009 and it did not have a material
impact to our financial statement disclosures.
14
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
September 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 September 30, 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 September 30, 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:
·
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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.
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·
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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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·
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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.
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·
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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.”
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·
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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.
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15
·
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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.
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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.
PART
II OTHER INFORMATION
ITEM
6. EXHIBITS
EXHIBIT
INDEX
Exhibit
No.
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Description
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4.0
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Amended
and Restated Certificate and Agreement of Limited Partnership for Public
18-2009 (C) L.P. (1)
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10.1
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Drilling
and Operating Agreement for Atlas America Public 18-2009 (C) L.P. (1)
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31.1
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Certification
Pursuant to Rule 13a-14/15(d)-14
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31.2
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Certification
Pursuant to Rule 13a-14/15(d)-14
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32.1
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Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley
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Act
of 2002
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32.2
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Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley
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Act
of 2002
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____________
(1)
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Filed
on October 15, 2008 in the Form S-1A Registration Statement dated October
15, 2008, File No. 333-150925-01
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16
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.
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Atlas
Resources Public 18-2009 (C) L.P.
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Atlas
Resources, LLC, Managing General Partner
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Date: November
16, 2009
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By:/s/ Freddie M.
Kotek
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Freddie
M. Kotek, Chairman of the Board of Directors, Chief Executive
Officer
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and
President
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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.
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Date: November
16, 2009
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By:/s/ Freddie M.
Kotek
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Freddie
M. Kotek, Chairman of the Board of Directors, Chief
Executive
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Officer
and President
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Date: November
16, 2009
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By:/s/ Matthew A.
Jones
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Matthew
A. Jones, Chief Financial Officer
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Date: November
16, 2009
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By:/s/ Sean P.
McGrath
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Sean
P. McGrath, Chief Accounting Officer
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17