Attached files
file | filename |
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EX-31.2 - EXHIBIT 31.2 - Atlas Resources Public #17-2008 (B) L.P. | c00642exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - Atlas Resources Public #17-2008 (B) L.P. | c00642exv32w2.htm |
EX-31.1 - EXHIBIT 31.1 - Atlas Resources Public #17-2008 (B) L.P. | c00642exv31w1.htm |
EX-32.1 - EXHIBIT 32.1 - Atlas Resources Public #17-2008 (B) L.P. | c00642exv32w1.htm |
Table of Contents
United States
Securities and Exchange Commission
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
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 000-53507
ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
(Name of small business issuer in its charter)
Delaware | 26-1466056 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
Westpointe Corporate Center One | ||
1550 Coraopolis Heights Rd. 2nd Floor | ||
Moon Township, PA | 15108 | |
(Address of principal executive offices) | (zip code) |
Issuers 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 þ 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 þ
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 filer and smaller reporting company in Rule
12b-2 of the Exchange Act (Check one):
Large accelerated filer o
|
Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Transitional Small Business Disclosure Format (check one): Yes o No þ
ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
(A Delaware Limited Partnership)
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
(A Delaware Limited Partnership)
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
PAGE | ||||||||
PART I. FINANCIAL INFORMATION |
||||||||
Item 1: Financial Statements |
||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
7-16 | ||||||||
16-19 | ||||||||
19 | ||||||||
20 | ||||||||
20 | ||||||||
21 | ||||||||
CERTIFICATIONS |
||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
2
Table of Contents
ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
BALANCE SHEETS
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 1,549,200 | $ | 1,845,500 | ||||
Accounts receivable affiliate |
5,153,700 | 6,009,300 | ||||||
Short-term hedge receivable due from affiliate |
6,640,500 | 4,108,000 | ||||||
Total current assets |
13,343,400 | 11,962,800 | ||||||
Oil and gas properties, net |
136,100,000 | 139,687,000 | ||||||
Long-term hedge receivable due from affiliate |
6,026,600 | 3,375,500 | ||||||
$ | 155,470,000 | $ | 155,025,300 | |||||
LIABILITIES AND PARTNERS CAPITAL |
||||||||
Current liabilities: |
||||||||
Accrued liabilities |
$ | 535,800 | $ | 494,200 | ||||
Short-term hedge liability due to affiliate |
41,900 | 49,100 | ||||||
Total current liabilities |
577,700 | 543,300 | ||||||
Asset retirement obligation |
4,604,100 | 4,536,000 | ||||||
Long-term hedge liability due to affiliate |
1,253,000 | 526,600 | ||||||
Partners capital: |
||||||||
Managing general partner |
36,424,500 | 37,920,400 | ||||||
Investor partners (23,644.10 units) |
104,302,200 | 108,045,100 | ||||||
Accumulated other comprehensive income |
8,308,500 | 3,453,900 | ||||||
Total partners capital |
149,035,200 | 149,419,400 | ||||||
$ | 155,470,000 | $ | 155,025,300 | |||||
The accompanying notes are an integral part of these financial statements.
3
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
REVENUES |
||||||||
Natural gas and oil |
$ | 6,060,400 | $ | 11,918,000 | ||||
Interest income |
400 | 4,700 | ||||||
Total revenues |
6,060,800 | 11,922,700 | ||||||
COSTS AND EXPENSES |
||||||||
Production |
2,021,900 | 3,720,200 | ||||||
Depletion |
3,845,900 | 4,611,300 | ||||||
Accretion of asset retirement obligation |
68,100 | 49,500 | ||||||
General and administrative |
139,000 | 111,300 | ||||||
Total expenses |
6,074,900 | 8,492,300 | ||||||
Net (loss) earnings |
$ | (14,100 | ) | $ | 3,430,400 | |||
Allocation of net (loss) earnings: |
||||||||
Managing general partner |
$ | 569,300 | $ | 1,946,200 | ||||
Limited partners |
$ | (583,400 | ) | $ | 1,484,200 | |||
Net (loss) earnings per limited partnership unit |
$ | (25 | ) | $ | 63 | |||
The accompanying notes are an integral part of these financial statements.
4
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
STATEMENT OF CHANGES IN PARTNERS CAPITAL
FOR THE THREE MONTHS ENDED
March 31, 2010
(Unaudited)
Accumulated | ||||||||||||||||
Managing | Other | |||||||||||||||
General | Limited | Comprehensive | ||||||||||||||
Partner | Partners | Income | Total | |||||||||||||
Balance at January 1, 2010 |
$ | 37,920,400 | $ | 108,045,100 | $ | 3,453,900 | $ | 149,419,400 | ||||||||
Participation in revenues and expenses: |
||||||||||||||||
Net production revenues |
1,420,300 | 2,618,200 | | 4,038,500 | ||||||||||||
Interest income |
100 | 300 | | 400 | ||||||||||||
Depletion |
(778,300 | ) | (3,067,600 | ) | | (3,845,900 | ) | |||||||||
General and administrative expenses |
(48,900 | ) | (90,100 | ) | | (139,000 | ) | |||||||||
Accretion of asset retirement obligations |
(23,900 | ) | (44,200 | ) | | (68,100 | ) | |||||||||
Net (loss) earnings |
569,300 | (583,400 | ) | | (14,100 | ) | ||||||||||
Other comprehensive income |
| | 4,854,600 | 4,854,600 | ||||||||||||
Subordination |
(395,500 | ) | 395,500 | | | |||||||||||
Asset contributions |
258,900 | | | 258,900 | ||||||||||||
Distribution to partners |
(1,928,600 | ) | (3,555,000 | ) | | (5,483,600 | ) | |||||||||
Balance at March 31, 2010 |
$ | 36,424,500 | $ | 104,302,200 | $ | 8,308,500 | $ | 149,035,200 | ||||||||
The accompanying notes are an integral part of these financial statements.
5
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Cash flows from operating activities: |
||||||||
Net (loss) earnings |
$ | (14,100 | ) | $ | 3,430,400 | |||
Adjustments to reconcile net (loss) earnings to net
cash provided by operating activities: |
||||||||
Depletion |
3,845,900 | 4,611,300 | ||||||
Non-cash loss on derivative value |
390,200 | 1,320,500 | ||||||
Accretion of asset retirement obligation |
68,100 | 49,500 | ||||||
Decrease in accounts receivable-affiliate |
855,600 | 92,900 | ||||||
Increase in accrued liabilities and affiliate payable |
41,600 | 4,100 | ||||||
Net cash provided by operating activities |
5,187,300 | 9,508,700 | ||||||
Cash flows from investing activities: |
||||||||
Costs related to extension of wells |
| (2,767,500 | ) | |||||
Net cash used in investing activities |
| (2,767,500 | ) | |||||
Cash flows from financing activities: |
||||||||
Costs related to extension of wells |
| 2,767,500 | ||||||
Distributions to partners |
(5,483,600 | ) | (13,868,800 | ) | ||||
Net cash used in financing activities |
(5,483,600 | ) | (11,101,300 | ) | ||||
Net decrease in cash and cash equivalents |
(296,300 | ) | (4,360,100 | ) | ||||
Cash and cash equivalents at beginning of period |
1,845,500 | 8,061,300 | ||||||
Cash and cash equivalents at end of period |
$ | 1,549,200 | $ | 3,701,200 | ||||
Supplemental Schedule of non-cash investing and financing
activities: |
||||||||
Assets contributed by managing general partner: |
||||||||
Tangible equipment |
$ | 169,600 | $ | 127,500 | ||||
Intangible drilling costs |
89,300 | 5,206,000 | ||||||
$ | 258,900 | $ | 5,333,500 | |||||
The accompanying notes are an integral part of these financial statements.
6
Table of Contents
ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 2010
(Unaudited)
NOTE 1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Atlas Resources Public 17-2008 (B) 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 5,081 subscribers to units as Limited Partners. The Partnership was
formed on May 7, 2007 to drill and operate gas wells located primarily in Pennsylvania, Tennessee
and West Virginia.
In March 2006, Atlas Resources, Inc. merged into a newly-formed limited liability company,
Atlas Resources, LLC, which became an indirect subsidiary of Atlas Energy Resources, LLC, a
newly-formed subsidiary of Atlas America, Inc. In December 2006, Atlas America, Inc. contributed
substantially all of its natural gas and oil assets and its investment partnership management
business to Atlas Energy Resources, LLC. On September 29, 2009 Atlas Energy Resources, LLC and
Atlas America, Inc. merged, with Atlas Energy Resources, LLC becoming a wholly owned subsidiary of
Atlas America, Inc. In addition, Atlas America, Inc. changed its name to Atlas Energy, Inc,
(NASDAQ: ATLS). Atlas Resources, LLC serves as the Partnerships MGP.
The accompanying financial statements, which are unaudited except that the balance sheet at
December 31, 2009, is derived from audited financial statements, are presented in accordance with
the requirements of Form 10-Q and accounting principles generally accepted in the United States of
America (U.S. GAAP) for interim reporting. They do not include all disclosures normally made in
financial statements contained in Form 10-K. In managements opinion, all adjustments necessary for
a fair presentation of the Partnerships financial position, results of operations and cash flows
for the periods disclosed have been made. Management has considered for disclosure any material
subsequent events through the date the financial statements were issued. These interim financial
statements should be read in conjunction with the audited financial statements and notes thereto
presented in the Partnerships Annual Report on Form 10-K for the year ended December 31, 2009. The
results of operations for the three months ended March 31, 2010 may not necessarily be indicative
of the results of operation for the year ended December 31, 2010.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In addition to matters discussed further in this note, the Partnerships significant
accounting policies are detailed in its audited financial statements and notes thereto in the
Partnerships annual report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange
Commission (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 that exist at the date of the Partnerships financial statements, as well as the
reported amounts of revenue and costs and expenses during the reporting periods. The Partnerships
financial statements are based on a number of significant estimates, including the revenue and
expense accruals, depletion, asset impairments, fair value of derivative instruments and the
probability of forecasted transactions. Actual results could differ from those estimates.
The natural gas industry principally conducts its business by processing actual transactions
as much as 60 days after the month of delivery. Consequently, the most recent two months financial
results were recorded using estimated volumes and contract market prices. Differences between
estimated and actual amounts are recorded in the following months financial results. Management
believes that the operating results presented for the three months ended March 31, 2010 represent
actual results in all material respects (see Revenue Recognition accounting policy for further
description).
7
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Accounts Receivable and Allowance for Possible Losses
In evaluating the need for an allowance for possible losses, the Partnerships MGP, performs
ongoing credit evaluations of its customers and adjusts credit limits based upon payment history
and the customers 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 March 31,
2010, the Partnerships MGPs credit evaluation indicated that the Partnership has no need for an
allowance for possible losses.
Revenue Recognition
The Partnerships natural gas and oil is sold under various contracts entered into by its MGP.
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 is 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 Partnerships
percentage ownership of working interest. Generally, the MGPs 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.
The Partnership accrues unbilled revenue due to timing differences between the delivery of
natural gas and crude oil and the receipt of a delivery statement. These revenues are recorded
based upon volumetric data from the Partnership records and estimates of the related commodity
sales and transportation and compression fees which are, in turn, based upon applicable product
prices. The Partnership had unbilled revenues at March 31, 2010 and December 31, 2009 of $3,637,100
and $4,230,500, respectively, which are included in accounts receivable-affiliate within the
Partnerships Balance Sheets.
Impairment of Long-Lived Assets
The Partnership reviews its long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If it is
determined that an assets estimated future cash flows will not be sufficient to recover its
carrying amount, an impairment charge will be recorded to reduce the carrying amount for that asset
to its estimated fair value if such carrying amount exceeds the fair value.
The review of the Partnerships 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,
depreciation and amortization and abandonment is less than the estimated expected undiscounted
future cash flows. The expected future cash flows are estimated based on the Partnerships 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 prices and costs, field decline rates, market demand and supply
and the economic and regulatory climates. If the carrying value exceeds the expected future 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.
8
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Impairment of Long-Lived Assets (Continued)
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 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 7% 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.
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. The
Partnership is required to consider estimated salvage value in the calculation of depletion. Oil
and gas properties consist of the following at the dates indicated:
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Natural gas and oil properties: |
||||||||
Proved properties: |
||||||||
Leasehold interests |
$ | 5,366,700 | $ | 5,366,700 | ||||
Wells and related equipment |
302,180,700 | 301,921,800 | ||||||
307,547,400 | 307,288,500 | |||||||
Accumulated depletion |
(171,447,400 | ) | (167,601,500 | ) | ||||
$ | 136,100,000 | $ | 139,687,000 | |||||
9
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Oil and Gas Properties (Continued)
The Partnerships long-lived assets are reviewed for impairment at least annually or whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Long-lived assets are reviewed for potential impairments at the lowest levels for
which there are identifiable cash flows. During the year ended December 31, 2009, the Partnership
recognized an impairment charge of $5,791,800, net of an offsetting gain in other comprehensive
income of $574,400. There was no impairment charge recognized during the three month period ending
March 31, 2010.
Upon the sale or retirement of a complete or partial unit of a proved property, the cost is
eliminated from the property accounts, and the resultant gain or loss is reclassified to
accumulated depletion. Upon the sale of an entire interest where the property had been assessed for
impairment, a gain or loss is recognized in the Statement of Operations.
Recently Adopted Accounting Standards
In January 2010, the FASB issued Accounting Standards Update 2010-02, Fair Value Measurement
and Disclosures (Topic (820) Improving Disclosures about Fair Value Measurement (Update
2010-06). Update 2010-06 clarifies and requires new disclosures about the transfer of amounts
between Level 1 and Level 2, as well as significant transfers in and out of Level 3. In addition,
for Level 2 and Level 3 measurements, Update 2010-06 requires additional disclosure about the
valuation technique used or any changes in technique. Update 2010-06 also clarifies that entities
must disclose fair value measurements by classes of assets and liabilities, based on the nature and
risks of the assets and liabilities. The requirements of Update 2010-06 are effective at the start
of a reporting entitys first fiscal year beginning after December 15, 2009 (January 1, 2010 for
the Partnership). The Partnership applied the requirements of Update 2010-06 upon its adoption on
January 1, 2010, and it did not have a material impact on its financial position, results of
operations or related disclosures.
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
Partnerships Statements of Operations are payable at $75 per well per month.
Administrative costs incurred for the three months ended March 31, 2010 and 2009 were
$96,300 and $85,000, respectively. |
| Monthly well supervision fees which are included in production expenses in the
Partnerships Statements of Operations are payable at $377 per well per month in 2009
for operating and maintaining the wells. Well supervision fees incurred for the three
months ended March 31, 2010 and 2009 were $484,000 and $427,200, respectively. |
10
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTE 3 TRANSACTIONS WITH ATLAS RESOURCES, LLC AND ITS AFFILIATES (Continued)
| Transportation fees which are included in production expenses in the Partnerships
Statements of Operations are generally payable at 13% of the natural gas sales price.
Transportation fees incurred for the three months ended March 31, 2010 and 2009 were
$794,700 and $1,614,900, respectively. |
| Assets contributed from the MGP which are disclosed on the Partnerships Statement of
Cash Flows as a non-cash activity for the three months ended March 31, 2010 and 2009
were $258,900 and $5,333,500, respectively. |
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
Partnerships Balance Sheets 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 production revenues of the Partnership to the benefit of the limited partners for
an amount equal to at least 10% of their net subscriptions, determined on a cumulative basis, in
each of the first five years of Partnership operations, commencing with the first distribution to
the investor partners (February 2009) and expiring 60 months from that date. For the three months
ended March 31, 2010, the MGP was required to subordinate $395,500 of its net production of
$1,058,700. Therefore MGP capital was decreased and the limited partners were increased by $395,500
as shown on the Statement of Changes in Partners Capital for the three months ended March 31,
2010.
NOTE 4 COMPREHENSIVE INCOME
Comprehensive income includes net income and all other changes in equity of a business during
a period from transactions and other events and circumstances from non-owner sources that, under
accounting principles generally accepted in the United States, have not been recognized in the
calculation of net income. These changes, other than net loss, 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 hedge. A reconciliation of the Partnerships
comprehensive income for the periods indicated is as follows:
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Net (loss) earnings |
$ | (14,100 | ) | $ | 3,430,400 | |||
Other comprehensive income (loss): |
||||||||
Unrealized holding gain (loss) on hedging contracts |
6,154,200 | (575,400 | ) | |||||
Less: reclassification adjustment for gains realized in net earnings |
(1,299,600 | ) | (1,249,900 | ) | ||||
Total other comprehensive income (loss) |
4,854,600 | (1,825,300 | ) | |||||
Comprehensive income |
$ | 4,840,500 | $ | 1,605,100 | ||||
11
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTE 5 DERIVATIVE INSTRUMENTS
The MGP on behalf of the Partnership uses a number of different derivative instruments,
principally swaps and collars, in connection with its commodity price risk management activities.
The MGP enters into financial instruments to hedge the Partnerships forecasted natural gas, and
crude oil against the variability in expected future cash flows attributable to changes in market
prices. Swap instruments are contractual agreements between counterparties to exchange obligations
of money as the underlying natural gas, and crude oil is sold. Under swap agreements, the
Partnership receives or pays a fixed price and receives or remits a floating price based on certain
indices for the relevant contract period. Commodity-based option instruments are contractual
agreements that grant the right, but not obligation, to purchase or sell natural gas, and crude oil
at a fixed price for the relevant contract period.
The MGP formally documents all relationships between hedging instruments and the items being
hedged, including its risk management objective and strategy for undertaking the hedging
transactions. This includes matching the commodity derivative contracts to the forecasted
transactions. The MGP assesses, both at the inception of the derivative and on an ongoing basis,
whether the derivative is effective in offsetting changes in the forecasted cash flow of the hedged
item. If it is determined that a derivative is not effective as a hedge or that it has ceased to be
an effective hedge due to the loss of adequate correlation between the hedging instrument and the
underlying item being hedged, the Partnership will discontinue hedge accounting for the derivative
and subsequent changes in the derivative fair value, which is determined by the MGP through the
utilization of market data, will be recognized immediately in the Partnerships Statements of
Operations. For derivatives qualifying as hedges, the Partnership recognizes the effective portion
of changes in fair value in partners capital as accumulated other comprehensive income and will
reclassify commodity derivatives to gas and oil production revenues in the Partnerships Statements
of Operations as the underlying transactions are settled. For non-qualifying derivatives and for
the ineffective portion of qualifying derivatives, the Partnership recognizes changes in fair value
within gain (loss) on mark-to-market derivatives in its Statements of Operations as they occur. The
following table summarizes the fair value of derivative instruments as of March 31, 2010 and
December 31, 2009, as well as the gain or loss on the derivative instruments as of March 31, 2010
and 2009, respectively.
Fair Value of Derivative Instruments:
Asset Derivatives | Liability Derivatives | |||||||||||||||||||
Derivatives in | Fair Value | Fair Value | ||||||||||||||||||
Cash Flow | Balance Sheet | March 31, | December 31, | Balance Sheet | March 31, | December 31, | ||||||||||||||
Hedging Relationships | Location | 2010 | 2009 | Location | 2010 | 2009 | ||||||||||||||
Commodity contracts: |
Current assets | $ | 6,640,500 | $ | 4,108,000 | Current liabilities | $ | (41,900 | ) | $ | (49,100 | ) | ||||||||
Long-term assets | 6,026,600 | 3,375,500 | Long-term liabilities | (1,253,000 | ) | (526,600 | ) | |||||||||||||
Total derivatives |
$ | 12,667,100 | $ | 7,483,500 | $ | (1,294,900 | ) | $ | (575,700 | ) | ||||||||||
Effects of Derivative Instruments on Statements of Operations:
Gain/(Loss) | Gain | |||||||||||||||||
Recognized in OCI on Derivative | Reclassified from OCI into Income | |||||||||||||||||
(Effective Portion) | Location of Gain | (Effective Portion) | ||||||||||||||||
Derivatives in | Three Months Ended | Reclassified from Accumulated | Three Months Ended | |||||||||||||||
Cash Flow | March 31, | March 31, | OCI into Income | March 31, | March 31, | |||||||||||||
Hedging Relationship | 2010 | 2009 | (Effective Portion) | 2010 | 2009 | |||||||||||||
Commodity contracts |
$ | 6,154,200 | $ | (575,400 | ) | Natural gas and oil revenue | $ | 1,299,600 | $ | 1,249,900 | ||||||||
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTE 5 DERIVATIVE INSTRUMENTS (Continued)
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 March 31, 2010, the Partnership reflected a net hedge asset on our Balance Sheets of
$11,372,200, however unrealized gain of $3,063,700 recognized in income results in a net
accumulated other comprehensive income balance of $8,308,500. The unrealized gain of $3,063,700 is
comprised of $481,000 and $2,582,700 from 2009 and 2008 impairments, respectively. Of the remaining
$8,308,500 net unrealized gain in accumulated other comprehensive income at March 31, 2010, if the
fair values of the instruments remain at current market values, the Partnership will reclassify
$5,130,000 of net gains to its Statements of Operations over the next twelve month period as these
contracts settle, and $3,178,500 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 Operations while the hedge contract is open and may increase or
decrease until settlement of the contract.
As of March 31, 2010, 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) | |||||||||
2010 |
1,707,300 | $ | 7.35 | $ | 5,225,100 | |||||||
2011 |
1,273,600 | 6.69 | 2,146,400 | |||||||||
2012 |
917,900 | 6.85 | 1,368,600 | |||||||||
2013 |
573,800 | 6.82 | 507,800 | |||||||||
$ | 9,247,900 | |||||||||||
Natural Gas Costless Collars
Production | Average | |||||||||||||
Period Ending | Option | Volumes | Floor & Cap | Fair Value | ||||||||||
December 31, | Type | (MMbtu)(1) | (per MMbtu)(1) | Asset(2) | ||||||||||
2010 |
Puts purchased | 119,800 | $ | 7.84 | $ | 495,700 | ||||||||
2010 |
Calls sold | 119,800 | 9.01 | | ||||||||||
2011 |
Puts purchased | 641,600 | 6.20 | 981,500 | ||||||||||
2011 |
Calls sold | 641,600 | 7.28 | | ||||||||||
2012 |
Puts purchased | 402,800 | 6.22 | 344,800 | ||||||||||
2012 |
Calls sold | 402,800 | 7.31 | | ||||||||||
2013 |
Puts purchased | 487,400 | 6.23 | 250,700 | ||||||||||
2013 |
Calls sold | 487,400 | 7.39 | | ||||||||||
$ | 2,072,700 | |||||||||||||
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTE 5 DERIVATIVE INSTRUMENTS (Continued)
Crude Oil Fixed Price Swaps
Production | Average | |||||||||||
Period Ending | Volumes | Fixed Price | Fair Value | |||||||||
December 31, | (Bbl)(1) | (per Bbl)(1) | Asset(3) | |||||||||
2010 |
2,600 | $ | 97.22 | $ | 32,300 | |||||||
2011 |
2,600 | 77.46 | 5,800 | |||||||||
2012 |
2,000 | 76.86 | 2,100 | |||||||||
2013 |
600 | 77.36 | 600 | |||||||||
$ | 40,800 | |||||||||||
Crude Oil Costless Collars
Production | Average | |||||||||||||
Period Ending | Option | Volumes | Floor & Cap | Fair Value | ||||||||||
December 31, | Type | (Bbl)(1) | (per Bbl)(1) | Asset(3) | ||||||||||
2010 |
Puts purchased | 1,600 | $ | 85.00 | $ | 7,800 | ||||||||
2010 |
Calls sold | 1,600 | 112.55 | | ||||||||||
2011 |
Puts purchased | 1,700 | 67.22 | 1,700 | ||||||||||
2011 |
Calls sold | 1,700 | 89.44 | | ||||||||||
2012 |
Puts purchased | 1,300 | 65.51 | 1,000 | ||||||||||
2012 |
Calls sold | 1,300 | 91.45 | | ||||||||||
2013 |
Puts purchased | 300 | 65.36 | 300 | ||||||||||
2013 |
Calls sold | 300 | 93.44 | | ||||||||||
$ | 10,800 | |||||||||||||
Total Net Asset | $ | 11,372,200 | ||||||||||||
(1) | MMBTU represents million British Thermal Units. Bbl represents barrels. |
|
(2) | Fair value based on forward NYMEX natural gas prices as applicable. |
|
(3) | Fair value based on forward WTI crude oil prices as applicable. |
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 entitys 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.
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTE 6 FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Partnership uses a fair value methodology to value the assets and liabilities for its
outstanding derivative contracts (see Note 5). The Partnerships derivative contracts are valued
based on observable market data related to the change in price of the underlying commodity and are
therefore defined as Level 2 fair value measurements. Assets and Liabilities measured at fair value
at March 31, 2010 and December 31, 2009 were as follows.
March 31, 2010 | December 31, 2009 | |||||||||||||||
Level 2 | Total | Level 2 | Total | |||||||||||||
Commodity-based derivatives |
$ | 11,372,200 | $ | 11,372,200 | $ | 6,907,800 | $ | 6,907,800 | ||||||||
Total |
$ | 11,372,200 | $ | 11,372,200 | $ | 6,907,800 | $ | 6,907,800 | ||||||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Partnership estimates the fair value of asset retirement obligations, using Level 3 inputs
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:
amount and timing of settlements; the risk-free rate of the Partnership; and estimated inflation
rates (see Note 7).
The Partnerships long-lived assets are reviewed for impairment at least annually or whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. If the carrying value exceeds such undiscounted cash flows, an impairment loss is
recognized for the difference between the estimated fair market value and the carrying value of the
assets. The fair market value using Level 3 inputs is determined as the present value of future net
revenues from the production of proved reserves discounted using an annual discount rate of 12% in
2009 (see Note 2).
NOTE 7 ASSET RETIREMENT OBLIGATION
The Partnership recognizes an estimated liability for the plugging and abandonment of its oil
and gas wells. The associated asset retirement costs are capitalized as part of oil and gas
properties. The Partnership also considers the estimated salvage value in the calculation of
depletion.
The estimated liability is based on the MGPs 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 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.
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ATLAS RESOURCES PUBLIC 17-2008 (B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
NOTE 7 ASSET RETIREMENT OBLIGATION (Continued)
A reconciliation of the Partnerships liability for plugging and abandonment costs for the
periods indicated is as follows:
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Asset retirement obligation at beginning of period |
$ | 4,536,000 | $ | 3,298,000 | ||||
Accretion expense |
68,100 | 49,500 | ||||||
Asset retirement obligation at end of period |
$ | 4,604,100 | $ | 3,347,500 | ||||
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (UNAUDITED) |
Forward-Looking Statements
When used in this Form 10-Q, the words believes, anticipates, expects and similar
expressions are intended to identify forward-looking statements. These risks and uncertainties
could cause actual results to differ materially from the results stated or implied in this
document. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. We undertake no obligation to publicly release the results
of any revisions to forward-looking statements which we may make to reflect events or circumstances
after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.
Managements 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 May 7, 2007, with Atlas Resources, LLC as
our Managing General Partner, or MGP, to drill natural gas development wells.
In March 2006, Atlas Resources, Inc. merged into a newly-formed limited liability company,
Atlas Resources, LLC, which became an indirect subsidiary of Atlas Energy Resources, LLC, a
newly-formed subsidiary of Atlas America, Inc. In December 2006, Atlas America, Inc. contributed
substantially all of its natural gas and oil assets and its investment partnership management
business to Atlas Energy Resources, LLC. On September 29, 2009 Atlas Energy Resources, LLC and
Atlas America, Inc. merged, with Atlas Energy Resources, LLC becoming a wholly owned subsidiary of
Atlas America, Inc. In addition, Atlas America, Inc. changed its name to Atlas Energy, Inc,
(NASDAQ: ATLS). Atlas Resources, LLC serves as the Partnerships MGP.
Our wells are currently producing natural gas and oil which are our only products. Most of our
gas is gathered and delivered to market through Laurel Mountain Midstream, LLCs gas gathering
system, a newly formed joint-venture between Atlas Energy, Inc.s affiliate Atlas Pipeline Partners
L.P. (NYSE: APL) and The Williams Companies Inc. (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. No other wells will be drilled and no
additional funds will be required for drilling.
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Results of Operations
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 | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Production revenues (in thousands): |
||||||||
Gas |
$ | 5,798 | $ | 11,612 | ||||
Oil |
251 | 306 | ||||||
Liquid |
11 | | ||||||
Total |
$ | 6,060 | $ | 11,918 | ||||
Production volumes: |
||||||||
Gas (mcf/day) (1) |
10,963 | 16,477 | ||||||
Oil (bbls/day) (1) |
43 | 76 | ||||||
Liquid (bbl/day) (1) |
3 | | ||||||
Total (mcfe/day) (1) |
11,239 | 16,933 | ||||||
Average sales prices: (2) |
||||||||
Gas (per mcf) (1) (3) |
$ | 6.25 | $ | 8.69 | ||||
Oil (per bbl) (1) (4) |
$ | 70.22 | $ | 52.18 | ||||
Liquid (per bbl) (1) |
$ | 47.80 | $ | | ||||
Average production costs: |
||||||||
As a percent of revenues |
33 | % | 31 | % | ||||
Per mcfe (1) |
$ | 2.00 | $ | 2.44 | ||||
Depletion per mcfe |
$ | 3.81 | $ | 3.03 |
(1) | Mcf represents thousand cubic feet, mcfe represents thousand cubic feet
equivalent, and bbls represents barrels. Bbls are converted to mcfe using the ratio
of six mcfs to one bbl. Liquid gallons are converted into bbls by a ratio of 42 gallons
per bbl. |
|
(2) | Average sales prices represent accrual basis pricing after reversing the effect
of previously recognized gains resulting from prior period impairment charges. |
|
(3) | Average gas prices are calculated by including in total revenue derivative gains
previously recognized into income and dividing by the total volume for the period.
Previously recognized derivative gains were $367,900 and $1,271,000 for the three
months ended March 31, 2010 and 2009, respectively. The derivative gains are included
in other comprehensive income and resulted from prior period impairment charges. |
|
(4) | Average oil prices are calculated by including in total revenue derivative gains
previously recognized into income and dividing by the total volume for the period.
Previously recognized derivative gains were $22,300 and $49,500 for the three months
ended March 31, 2010 and 2009, respectively. The derivative gains are included in other
comprehensive income and resulted from prior period impairment charges. |
Natural Gas Revenues. Our natural gas revenues were $5,798,300 and $11,611,700 for the three
months ended March 31, 2010 and 2009, respectively, a decrease of $5,813,400 (50%). The $5,813,400
decrease in natural gas revenues for the three months ended March 31, 2010 as compared to the prior
year period was attributable to a $3,886,200 decrease in production volumes and a $1,927,200
decrease in our natural gas sales prices after the effect of financial hedges, which were driven by
market conditions. Our production volumes decreased to 10,963 mcf per day for the three months
ended March 31, 2010 from 16,477 mcf per day for the three months ended March 31, 2009, a decrease
of 5,514 mcf per day (33%). The overall decrease in natural gas production volumes for the three
months ended March 31, 2010 resulted primarily from the normal decline inherit in the life of a
well.
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Oil Revenues. We drill wells primarily to produce natural gas, rather than oil, but some wells
have limited oil production. Our oil revenues were $251,200 and $306,300 for the three months ended
March 31, 2010 and 2009, respectively, a decrease of $55,100 (18%). The $55,100 decrease in oil
revenues for the three months ended March 31, 2010 as compared to the prior year similar period was
attributable to a $131,300 decrease in production volumes, partially offset by a $76,200 increase
in oil prices after the effect of financial hedges. Our production volumes decreased to 43 bbls per
day for the three months ended March 31, 2010 from 76 bbls per day for the three months ended March
31, 2009, a decrease of 33 bbls per day (43%).
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 $10,900 for the three months ended March 31, 2010.
Expenses. Production expenses were $2,021,900 and $3,720,200 for the three months ended March
31, 2010 and 2009, respectively, a decrease of $1,698,300 (46%). This decrease was primarily
attributable to a decrease in transportation fees, which are affected by a decrease in production
volumes.
Depletion of oil and gas properties as a percentage of oil and gas revenues were 63% and 39%
for the three months ended March 31, 2010 and 2009, respectively. These percentage changes are
directly attributable to revenues, oil and gas reserve quantities, product prices, production
volumes and changes in the depletable cost basis of our oil and gas properties.
General and administrative expenses for the three months ended March 31, 2010 and 2009, were
$139,000 and $111,300, respectively, an increase of $27,700 (25%). This increase was primarily due
to an increase in taxes and other third-party fees. These expenses include third-party costs for
services as well as the monthly administrative fees charged by our MGP.
Liquidity and Capital Resources
Cash provided by operating activities decreased $4,321,400 in the three months ended March 31,
2010 to $5,187,300 as compared to $9,508,700 for the three months ended March 31, 2009. This
decrease was due to a decrease in net earnings before depletion and accretion of $4,191,300 and a
decrease of a net non-cash loss on derivative values of $930,300. In addition, the change in
accrued liabilities and affiliate payable increased operating cash flows by $37,500 and an increase
in the change in accounts receivable affiliate of $762,700 for the three months ended March 31,
2010 compared to the three months ended March 31, 2009.
Cash used in investing activities for the three months ended March 31, 2009 consists of costs
related to extension of wells of $2,767,500.
Cash used in financing activities was $5,483,600 for the three months ended March 31, 2010.
This was entirely due to distributions to partners. Cash used in financing activities was
$11,101,300 for the three months ended March 31, 2009. This was mostly due to distributions, offset
by costs related to extension of wells.
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.
We believe that our future cash flows from operations and amounts available from borrowings
from our MGP or its affiliates, if any, will be adequate to fund our operations.
18
Table of Contents
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, 2009.
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 production revenues of the Partnership to the benefit of the limited partners for
an amount equal to at least 10% of their net subscriptions, determined on a cumulative basis, in
each of the first five years of Partnership operations, commencing with the first distribution to
the investor partners (February 2009) and expiring 60 months from that date. For the three months
ended March 31, 2010, the MGP was required to subordinate $395,500 of its net production of
$1,058,700. Therefore MGP capital was decreased and the limited partners were increased by $395,500
as shown on the Statement of Changes in Partners Capital for the three months ended March 31,
2010.
ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our Securities Exchange Act of 1934 reports is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms, and that
such information is accumulated and communicated to our management, including our Chairman of the
Board of Directors, Chief Executive Officer, President and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, our 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 our management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
Under the supervision of our Chairman of the Board of Directors, Chief Executive Officer,
President and Chief Financial Officer, we have carried out an evaluation of the effectiveness of
our disclosure controls and procedures as of the end of the period covered by this report. Based
upon that evaluation, our Chairman of the Board of Directors, Chief Executive Officer, President
and Chief Financial Officer, concluded that, at March 31, 2010, our disclosure controls and
procedures were effective at the reasonable assurance level.
There have been no changes in the Partnerships 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.
19
Table of Contents
PART II. OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
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
MGPs financial condition or results of operations.
ITEM 6. | EXHIBITS |
EXHIBIT INDEX
Exhibit No. | Description | |||
4.0 | Amended and Restated Certificate and Agreement of Limited Partnership for Public 17-2007 (B) L.P. (1) |
|||
10.1 | Drilling and Operating Agreement for Atlas America Public 17-2007 (B) 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 June 27, 2007
in the Form S-1 Registration Statement dated June 27, 2007, File
No. 000-53507 |
20
Table of Contents
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 17-2008 (B) L.P.
Atlas Resources, LLC, Managing General Partner |
||||
Date: May 17, 2010 | 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: May 17, 2010 | By: | /s/ Freddie M. Kotek | ||
Freddie M. Kotek, Chairman of the Board of Directors, | ||||
Chief Executive Officer and President | ||||
Date: May 17, 2010 | By: | /s/ Matthew A. Jones | ||
Matthew A. Jones, Chief Financial Officer | ||||
Date: May 17, 2010 | By: | /s/ Sean P. McGrath | ||
Sean P. McGrath, Chief Accounting Officer |
21