-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IhUoGUYMsRSakBze5Jn5a59A5IrxXYGrVNy9ntrsbpEbirbQ7bOEGVicEJJwXB++ J2n/NpDE5FRcj5apmT7tEQ== 0000950123-10-104632.txt : 20101112 0000950123-10-104632.hdr.sgml : 20101111 20101112103850 ACCESSION NUMBER: 0000950123-10-104632 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100930 FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS AMERICA PUBLIC 12 2003 PROGRAM CENTRAL INDEX KEY: 0001238289 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50700 FILM NUMBER: 101183840 BUSINESS ADDRESS: STREET 1: WESTPOINTE CORPORATE CENTER ONE STREET 2: 1550 CORAOPOLIS HEIGHTS RD. 2ND. FLOOR CITY: MOON TOWNSHIP STATE: PA ZIP: 15108 BUSINESS PHONE: 4122622830 MAIL ADDRESS: STREET 1: WESTPOINTE CORPORATE CENTER ONE STREET 2: 1550 CORAOPOLIS HEIGHTS RD. 2ND. FLOOR CITY: MOON TOWNSHIP STATE: PA ZIP: 15108 10-Q 1 c08016e10vq.htm FORM 10-Q Form 10-Q
Table of Contents

 
 
United States
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 September 30, 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 000-50700
ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
(Name of small business issuer in its charter)
     
Delaware   54-2113989
(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)
Issuer’s telephone number, including area code: (412) 262-2830
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 o
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
 
 

 

 


 

ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
(A Delaware Limited Partnership)
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
         
    PAGE  
       
 
       
       
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
    7-18  
 
       
    18-22  
 
       
    22  
 
       
       
 
       
    22  
 
       
    23  
 
       
    24  
 
       
CERTIFICATIONS
       
 
       
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1
 Exhibit 32.2

 

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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
BALANCE SHEETS
                 
    September 30,     December 31,  
    2010     2009  
    (Unaudited)          
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 90,200     $ 175,000  
Accounts receivable-affiliate
    441,500       489,600  
Short-term hedge receivable due from affiliate
    700,800       450,200  
 
           
Total current assets
    1,232,500       1,114,800  
 
Oil and gas properties, net
    10,045,700       10,641,400  
Long-term hedge receivable due from affiliate
    736,500       370,800  
 
           
 
  $ 12,014,700     $ 12,127,000  
 
           
 
               
LIABILITIES AND PARTNERS’ CAPITAL
               
Current liabilities:
               
Accrued liabilities
  $ 28,400     $ 42,500  
Short-term hedge liability due to affiliate
    1,200       5,400  
 
           
Total current liabilities
    29,600       47,900  
 
               
Asset retirement obligation
    2,568,500       2,457,900  
Long-term hedge liability due to affiliate
    119,200       55,300  
 
               
Partners’ capital:
               
Managing general partner
    6,045,600       6,338,600  
Limited partners (4,024 units)
    2,331,500       3,229,700  
Accumulated other comprehensive income (loss)
    920,300       (2,400 )
 
           
Total partners’ capital
    9,297,400       9,565,900  
 
           
 
  $ 12,014,700     $ 12,127,000  
 
           
See accompanying notes to financial statements.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
STATEMENTS OF OPERATIONS
(Unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
REVENUES
                               
Natural gas and oil
  $ 421,500     $ 771,200     $ 1,458,900     $ 2,552,600  
Interest income
          200       200       800  
 
                       
Total revenues
    421,500       771,400       1,459,100       2,553,400  
 
                               
COSTS AND EXPENSES
                               
Production
    352,000       349,300       1,025,900       1,076,600  
Depletion
    176,800       407,000       594,200       1,331,500  
Accretion of asset retirement obligation
    36,800       31,500       110,600       94,400  
General and administrative
    51,400       61,300       166,800       171,300  
 
                       
Total expenses
    617,000       849,100       1,897,500       2,673,800  
 
                       
Net loss
  $ (195,500 )   $ (77,700 )   $ (438,400 )   $ (120,400 )
 
                       
 
                               
Allocation of net (loss) earnings:
                               
Managing general partner
  $ (31,500 )   $ 58,100     $ (29,500 )   $ 236,900  
 
                       
Limited partners
  $ (164,000 )   $ (135,800 )   $ (408,900 )   $ (357,300 )
 
                       
Net loss per limited partnership unit
  $ (41 )   $ (34 )   $ (102 )   $ (89 )
 
                       
See accompanying notes to financial statements.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
FOR THE NINE MONTHS ENDED
September 30, 2010
(Unaudited)
                                 
                    Accumulated        
    Managing             Other        
    General     Limited     Comprehensive        
    Partner     Partners     Income (Loss)     Total  
 
                               
Balance at January 1, 2010
  $ 6,338,600     $ 3,229,700     $ (2,400 )   $ 9,565,900  
 
                               
Participation in revenues and expenses:
                               
Net production revenues
    151,500       281,500             433,000  
Interest income
    100       100             200  
Depletion
    (84,000 )     (510,200 )           (594,200 )
Accretion of asset retirement obligation
    (38,700 )     (71,900 )           (110,600 )
General and administrative
    (58,400 )     (108,400 )           (166,800 )
 
                       
Net loss
    (29,500 )     (408,900 )           (438,400 )
 
                               
Other comprehensive income
                922,700       922,700  
 
                               
Distributions to partners
    (263,500 )     (489,300 )           (752,800 )
 
                       
 
                               
Balance at September 30, 2010
  $ 6,045,600     $ 2,331,500     $ 920,300     $ 9,297,400  
 
                       
See accompanying notes to financial statements.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
STATEMENTS OF CASH FLOWS
(Unaudited)
                 
    Nine Months Ended  
    September 30,  
    2010     2009  
Cash flows from operating activities:
               
Net loss
  $ (438,400 )   $ (120,400 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depletion
    594,200       1,331,500  
Non-cash loss on derivative value
    366,100       24,500  
Accretion of asset retirement obligation
    110,600       94,400  
Decrease in accounts receivable — affiliate
    48,100       389,600  
(Decrease) increase in accrued liabilities
    (14,100 )     6,300  
 
           
Net cash provided by operating activities
    666,500       1,725,900  
 
               
Cash flows from investing activities:
               
Proceeds from sale of tangible equipment
    1,500        
 
           
Net cash provided by investing activities
    1,500        
 
               
Cash flows from financing activities:
               
Distributions to partners
    (752,800 )     (2,029,700 )
 
           
Net cash used in financing activities
    (752,800 )     (2,029,700 )
 
Net decrease in cash and cash equivalents
    (84,800 )     (303,800 )
Cash and cash equivalents at beginning of period
    175,000       574,000  
 
           
Cash and cash equivalents at end of period
  $ 90,200     $ 270,200  
 
           
See accompanying notes to financial statements.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
NOTE 1 — BASIS OF PRESENTATION
Atlas America Public #12-2003 Limited Partnership (the “Partnership”) is a Delaware Limited Partnership which operates gas wells located primarily in western Pennsylvania. The Partnership includes Atlas Resources, LLC of Pittsburgh, Pennsylvania, as Managing General Partner (“MGP”) and operator, and 1,123 Limited Partners. The MGP is a wholly-owned subsidiary of Atlas Energy Resources, LLC (“ATN”), an independent developer and producer of natural gas and oil, with operations in the Appalachian, Michigan and Illinois Basin. ATN is a wholly-owned subsidiary of Atlas Energy, Inc. (NASDAQ: ATLS).
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 for interim reporting. They do not include all disclosures normally made in financial statements contained in Form 10-K. In management’s opinion, all adjustments necessary for a fair presentation of the Partnership’s 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 Partnership’s Annual Report on Form 10-K for the year ended December 31, 2009. The results of operations for the three and nine month periods ended September 30, 2010 may not necessarily be indicative of the results of operations for the full year ending December 31, 2010.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the Partnership’s 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 disclosure of contingent assets and liabilities that exist at the date of the Partnership’s financial statements, as well as the reported amounts of revenue and costs and expenses during the reporting periods. The Partnership’s 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 month’s financial results. Management believes that the operating results presented for the three and nine months ended September 30, 2010 and 2009 represent actual results in all material respects (see “Revenue Recognition” accounting policy for further description).
Fair Value of Financial Instruments
The carrying amounts of the Partnership’s cash and receivables approximate fair values because of the short maturities of these instruments.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2010
(Unaudited)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Oil and Gas Properties
Oil and gas properties are stated at cost. Maintenance and repairs are expensed as incurred. Major renewals and improvements that extend the useful lives of property are capitalized. The Partnership follows the successful efforts method of accounting for oil and gas producing activities. Oil is converted to gas equivalent basis (“Mcfe”) at the rate of one barrel equals 6 Mcf.
The Partnership’s depletion expense is determined on a field-by-field basis using the units-of-production method. Depletion rates for lease, well and related equipment costs are 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. Upon the sale or retirement of a complete field of a proved property, the Partnership eliminates the cost from the property accounts and the resultant gain or loss is reclassified to the Partnership’s statements of operations. Upon the sale of an individual well, the Partnership credits the proceeds to accumulated depreciation and depletion within its 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 asset’s 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 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, 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 Partnership’s plans to continue to produce 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.
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.
There were no impairments of proved oil and gas properties recorded by the Partnership for the three and nine months ended September 30, 2010 and 2009. During the year ended December 31, 2009, the Partnership recognized a $14,062,500 asset impairment related to oil and gas properties, net of an offsetting gain in accumulated other comprehensive income of $760,300. This impairment related to the carrying amount of these oil and gas properties being in excess of its estimate of their fair value at December 31, 2009. The estimate of fair value of these oil and gas properties was impacted by, among other factors, the deterioration of natural gas prices.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2010
(Unaudited)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
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 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 Partnership’s percentage ownership of working interest. 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.
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’s records and management estimates of the related commodity sales and transportation fees which are, in turn, based upon applicable product prices (see “Use of Estimates” accounting policy for further description). The Partnership had unbilled revenues at September 30, 2010 and December 31, 2009 of $320,600 and $374,100, respectively, which are included in accounts receivable — affiliate within the Partnership’s balance sheets.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2010
(Unaudited)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Comprehensive Income (Loss)
Comprehensive income (loss) includes net income (loss) and all other changes in the 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 of America, have not been recognized in the calculation of net income (loss). These changes, other than net income (loss), are referred to as “other comprehensive income (loss)” and for the Partnership includes changes in the fair value of unsettled derivative contracts accounted for as cash flow hedges. The following table sets forth the calculation of the Partnership’s comprehensive income (loss):
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
 
                               
Net loss
  $ (195,500 )   $ (77,700 )   $ (438,400 )   $ (120,400 )
Other comprehensive income (loss):
                               
Unrealized holding gains on hedging contracts
    441,800       900       1,033,100       27,100  
Less: reclassification adjustment for gains realized in net loss
    (43,200 )     (310,900 )     (110,400 )     (835,200 )
 
                       
Total other comprehensive income (loss)
    398,600       (310,000 )     922,700       (808,100 )
 
                       
Comprehensive income (loss)
  $ 203,100     $ (387,700 )   $ 484,300     $ (928,500 )
 
                       
Recently Adopted Accounting Standards
In August 2010, the FASB issued Accounting Standards Update 2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules” (“Update 2010-21”). Update 2010-21 codified minor language changes to the Accounting Standards Codification (“ASC”) related to various SEC rules and schedules. As Update 2010-21 serves only to clarify an accounting language in the ASC, the FASB did not provide a required adoption date. The Partnership adopted the requirements of Update 2009-21 on September 30, 2010, and it did not have a material impact on its financial position, results of operations or related disclosures.
In April 2010, the FASB issued Accounting Standards Update 2010-14, “Accounting for Extractive Industries — Oil & Gas: Amendments to Paragraph 932-10-S99-1” (“Update 2010-14”). Update 2010-14 provides amendments to add the SEC’s Regulation S-X Rule 4-10, “Financial Accounting and Reporting for Oil and Gas Producing Activities Pursuant to the Federal Securities Laws and the Energy Policy and Conservation Act of 1975” (“S-X Rule 4-10”) to ASC Topic 932 “Extractive Activities — Oil and Gas”. S-X Rule 4-10 was included in the SEC’s Final Rule, “Modernization of Oil and Gas Reporting, which became effective January 1, 2010. As Update 2010-14 only served to align the FASB’s ASC Topic 932 with the SEC’s S-X Rule 4-10, the Partnership’s adoption did not have a material impact on its financial position, results of operations or related disclosures.
In February 2010, the FASB issued Accounting Standards Update 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements” (“Update 2010-09”). Update 2010-09 removes the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. generally accepted accounting standards. The requirements of Update 2010-09 were effective upon its issuance, February 24, 2010. The Partnership applied the requirements of Update 2010-09 upon its adoption and it did not have an impact on its financial position, results of operations or related disclosures.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2010
(Unaudited)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently Adopted Accounting Standards (Continued)
In January 2010, the FASB issued Accounting Standards Update 2010-06, “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 entity’s 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.
Recently Issued Accounting Standards
In July 2010, the FASB issued Accounting Standards Update 2010-20, “Receivables — Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses” (“Update 2010-20”). Update 2010-20 provides enhanced disclosure requirements for allowance for credit losses and the credit quality of financing receivables to assist financial statement users in assessing credit risk exposures and evaluating the adequacy of the allowance for credit losses. This amendment requires disclosures on a disaggregated basis that will further facilitate the evaluation of the nature of credit risk inherent in an entity’s financing receivables, how the risks are analyzed and assessed in arriving at the allowance for credit losses, and the changes and reasons for such changes in the allowance for credit losses. This amendment also requires disclosure of credit quality indicators, past due information, a roll-forward schedule of the allowance for credit losses, and any modifications to financing receivables. The requirements of Update 2010-20 are effective at the end of a reporting entity’s first annual or quarterly reporting period ending after December 15, 2010 (December 31, 2010 for the Partnership). The Partnership will apply the requirements of Update 2010-20 upon its adoption on December 31, 2010 and does not expect it to have a material impact on its financial position, results of operations or related disclosures.
In March 2010, the FASB issued Accounting Standards Update 2010-11, “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives” (“Update 2010-11”). Update 2010-11 provides clarification with regard to the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Specifically, only one form of embedded credit derivative qualifies for the exemption — one that is related only to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The requirements of Update 2010-11 are effective at the start of a reporting entity’s first fiscal year beginning after June 15, 2010 (January 1, 2011 for the Partnership). The Partnership will apply the requirements of Update 2010-11 upon its adoption on January 1, 2011 and does not expect it to have a material impact on its financial position, results of operations or related disclosures.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2010
(Unaudited)
NOTE 3 — OIL AND GAS PROPERTIES
The following is a summary of oil and gas properties:
                 
    September 30,     December 31,  
    2010     2009  
Natural gas and oil properties:
               
Proved properties:
               
Leasehold interests
  $ 1,137,100     $ 1,137,100  
Wells and related equipment
    51,813,200       51,814,700  
 
           
 
    52,950,300       52,951,800  
 
               
Accumulated depletion
    (42,904,600 )     (42,310,400 )
 
           
 
  $ 10,045,700     $ 10,641,400  
 
           
NOTE 4 — ASSET RETIREMENT OBLIGATIONS
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 depletion.
The estimated liability is based on the MGP’s historical experience in plugging and abandoning wells, estimated remaining lives of those wells based on reserve estimates, external estimates as to the cost to plug and abandon the wells in the future and federal and state regulatory requirements. The liability is discounted using an assumed credit-adjusted risk-free interest rate. Revisions to the liability could occur due to changes in estimates of plugging and abandonment costs or remaining lives of the wells or if federal or state regulators enact new plugging and abandonment requirements. The Partnership has no assets legally restricted for purposes of settling asset retirement obligations. Except for its oil and gas properties, the Partnership has determined that there are no other material retirement obligations associated with tangible long-lived assets.
A reconciliation of the Partnership’s liability for plugging and abandonment costs for the periods indicated is as follows:
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
 
                               
Asset retirement obligation at beginning of period
  $ 2,531,700     $ 2,160,800     $ 2,457,900     $ 2,097,900  
Accretion expense
    36,800       31,500       110,600       94,400  
 
                       
Asset retirement obligation at end of period
  $ 2,568,500     $ 2,192,300     $ 2,568,500     $ 2,192,300  
 
                       

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2010
(Unaudited)
NOTE 5 — DERIVATIVE INSTRUMENTS
The MGP on behalf of the Partnership uses a number of different derivative instruments, principally swaps, collars and options, in connection with its commodity price risk management activities. The MGP enters into financial instruments to hedge its forecasted natural gas and crude oil sales 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 MGP 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 MGP 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 within gain (loss) on mark-to-market derivatives in the Partnership’s 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 reclassifies the portion relating to commodity derivatives to gas and oil production revenues for the Partnership’s derivatives within the Partnership’s 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.
Derivatives are recorded on the Partnership’s balance sheet as assets or liabilities at fair value. The Partnership reflected net derivative assets on its balance sheets of $1,316,900 at September 30, 2010, however unrealized gains of $396,600 recognized in income results in a net accumulated other comprehensive income balance of $920,300. The unrealized gain of $396,600 is comprised of $396,200 and $400 from 2009 and 2006 impairments, respectively. Of the remaining $920,300 net unrealized gain in accumulated other comprehensive income at September 30, 2010, if the fair values of the instruments remain at current market values, the Partnership will reclassify $477,100 of gains to the Partnership’s statements of operations over the next twelve month period as these contracts expire. Aggregate gains of $443,200 will be reclassified to the Partnership’s statements of operations in later periods as these remaining contracts expire. Actual amounts that will be reclassified will vary as a result of future price changes.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2010
(Unaudited)
NOTE 5 — DERIVATIVE INSTRUMENTS (Continued)
The following table summarizes the fair value of the Partnership’s derivative instruments as of September 30, 2010 and December 31, 2009, as well as the gain or loss recognized in the statements of operations for effective derivative instruments for the three and nine months ended September 30, 2010 and 2009:
Fair Value of Derivative Instruments:
                                                 
            Asset Derivatives             Liability Derivatives  
Derivatives in           Fair Value             Fair Value  
Cash Flow   Balance Sheet     September 30,     December 31,     Balance sheet     September 30,     December 31,  
Hedging Relationships   Location     2010     2009     Location     2010     2009  
 
                                               
Commodity Contracts
  Current Assets   $ 700,800     $ 450,200     Current liabilities   $ (1,200 )   $ (5,400 )
 
  Long-Term Assets     736,500       370,800     Long-term liabilities     (119,200 )     (55,300 )
 
                                       
 
                                               
Total Derivatives
          $ 1,437,300     $ 821,000             $ (120,400 )   $ (60,700 )
 
                                       
Effects of Derivative Instruments on Statements of Operations:
                                         
    Gain             Gain  
    Recognized in OCI on Derivative             Reclassified from OCI into Net Loss  
    (Effective Portion)     Location of Gain     (Effective Portion)  
Derivatives in   Three Months Ended     Reclassified from Accumulated     Three Months Ended  
Cash Flow   September 30,     September 30,     OCI into Loss     September 30,   September 30,  
Hedging Relationships   2010     2009     (Effective Portion)     2010   2009  
 
                                       
Commodity Contracts
  $ 441,800     $ 900     Natural Gas and Oil Revenue   $ 43,200     $ 310,900  
 
                               
                                         
    Gain             Gain  
    Recognized in OCI on Derivative             Reclassified from OCI into Net Loss  
    (Effective Portion)     Location of Gain     (Effective Portion)  
Derivatives in   Nine Months Ended     Reclassified from Accumulated     Nine Months Ended  
Cash Flow   September 30,     September 30,     OCI into Loss     September 30,     September 30,  
Hedging Relationships   2010     2009     (Effective Portion)     2010     2009  
 
                                       
Commodity Contracts
  $ 1,033,100     $ 27,100     Natural Gas and Oil Revenue   $ 110,400     $ 835,200  
 
                               
The MGP enters into natural gas and crude oil future option contracts and collar contracts to achieve more predictable cash flows by hedging its exposure to changes in natural gas and oil prices. At any point in time, such contracts may include regulated New York Mercantile Exchange (“NYMEX”) futures and 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.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2010
(Unaudited)
NOTE 5 — DERIVATIVE INSTRUMENTS (Continued)
Natural Gas Fixed Price Swaps
                         
Production           Average        
Period Ending   Volumes     Fixed Price     Fair Value  
December 31,   (MMbtu) (1)     (per MMbtu) (1)     Asset (2)  
 
2010
    64,900     $ 7.236     $ 213,600  
2011
    173,000       6.845       415,900  
2012
    116,200       7.172       242,200  
2013
    65,200       6.544       79,600  
2014
    28,500       5.899       13,000  
 
                     
 
                  $ 964,300  
 
                     
Natural Gas Costless Collars
                             
Production               Average        
Period Ending   Option   Volumes     Floor & Cap     Fair Value  
December 31,   Type   (MMbtu) (1)     (per MMbtu) (1)     Asset (Liability) (2)  
 
2010
  Puts purchased     11,100     $ 5.774     $ 20,800  
2010
  Calls sold     11,100       6.996       (100 )
2011
  Puts purchased     80,100       6.441       169,000  
2011
  Calls sold     80,100       7.551       (3,600 )
2012
  Puts purchased     72,000       6.013       108,500  
2012
  Calls sold     72,000       7.183       (23,900 )
2013
  Puts purchased     84,400       5.749       125,500  
2013
  Calls sold     84,400       6.937       (59,900 )
2014
  Puts purchased     31,000       5.613       47,300  
2014
  Calls sold     31,000       6.724       (31,400 )
 
                         
 
                      $ 352,200  
 
                         
Crude Oil Fixed Price Swaps
                         
Production           Average        
Period Ending   Volumes     Fixed Price     Fair Value  
December 31,   (Bbl) (1)     (per Bbl) (1)     Asset (3)  
 
2010
    10     $ 97.061     $ 200  
2011
    20       88.498       100  
2012
    20       88.093       20  
2013
    10       88.398       5  
2014
                 
 
                     
 
                  $ 325  
 
                     

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2010
(Unaudited)
NOTE 5 — DERIVATIVE INSTRUMENTS (Continued)
Crude Oil Costless Collars
                             
Production               Average        
Period Ending   Option   Volumes     Floor & Cap     Fair Value  
December 31,   Type   (Bbl) (1)     (per Bbl) (1)     Asset (Liability) (3)  
 
2010
  Puts purchased     5     $ 85.000     $ 35  
2010
  Calls sold     5       112.220        
2011
  Puts purchased     15       77.563       110  
2011
  Calls sold     15       101.861       (80 )
2012
  Puts purchased     15       76.952       120  
2012
  Calls sold     15       102.368       (110 )
2013
  Puts purchased     5       76.952       40  
2013
  Calls sold     5       103.269       (40 )
2014
  Puts purchased                  
2014
  Calls sold                  
 
                         
 
                      $ 75  
 
                         
 
                           
 
            Total Net Asset   $ 1,316,900  
 
                         
 
     
(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— Unadjusted quoted prices in active markets for identical, unrestricted 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 entity’s own assumptions about the assumption 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 AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 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 Partnership’s commodity 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 on a Non-Recurring 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: amounts and timing of settlements; the credit-adjusted risk-free rate of the Partnership; and estimated inflation rates (see Note 4).
NOTE 7 — CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Partnership has entered into the following significant transactions with its MGP and its affiliates as provided under its Partnership agreement:
   
Administrative costs, which are included in general and administrative expenses in the Partnership’s statements of operations, are payable at $75 per well per month. Administrative costs incurred for the three months and nine months ended September 30, 2010 were $43,700 and $130,800, respectively. Administrative costs incurred for the three months and nine months ended September 30, 2009 were $36,300 and $126,100, respectively.
   
Monthly well supervision fees, which are included in production expenses in the Partnership’s statements of operations, are payable at $313 per well per month for operating and maintaining the wells. Well supervision fees incurred for the three months and nine months ended September 30, 2010 were $182,600 and $546,500, respectively. Well supervision fees incurred for the three months and nine months ended September 30, 2009 were $151,600 and $526,800, respectively.
   
Transportation fees, which are included in production expenses in the Partnership’s statements of operations, are generally payable at 13% of the natural gas sales price. Transportation fees incurred for the three months and nine months ended September 30, 2010 were $54,800 and $192,000, respectively. Transportation fees incurred for the three months and nine months ended September 30, 2009 were $86,200 and $286,000, 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 Partnership’s 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 (June 2004) and expiring 60 months from that date. Since inception of the Partnership, the MGP has not been required to subordinate any of its revenues to its limited partners.

 

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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2010
(Unaudited)
NOTE 8 — COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Managing General Partner is not aware of any legal proceedings filed against the Partnership.
The Partnership’s MGP is a party to various routine legal proceedings arising out of the ordinary course of its business. Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the Partnership’s financial condition or results of operations.
NOTE 9 — SUBSEQUENT EVENT-MERGER AGREEMENT
On November 9, 2010, ATLS announced that it entered into a definitive merger agreement (the “Merger” or “Merger Agreement”) with Chevron Corporation (“Chevron”) (NYSE:CVX), pursuant to which Chevron agreed to acquire ATLS through a merger of a newly formed wholly-owned subsidiary of Chevron with and into ATLS (the “Merger”). In the Merger, each share of ATLS common stock will receive $38.25 in cash, and each share of outstanding ATLS common stock will also receive a pro rata share of the distribution of approximately 41 million common units of Atlas Pipeline Holdings, L.P. (“AHD”) held by ATLS.
Concurrently with entering into the Merger Agreement, ATLS and ATN entered into a transaction agreement (the “Transaction Agreement”) with AHD, pursuant to which ATN agreed to sell to AHD approximately 175 Bcfe of natural gas reserves, certain other energy assets and fee revenues from the partnership management business owned by ATLS, for $250.0 million, comprised of approximately 23.38 million AHD units (which had a value of approximately $220 million as of November 8, 2010) and $30.0 million in cash (“AHD Sale”). Following the issuance of these AHD units to ATLS, ATLS will own approximately 41 million units of AHD, or approximately 81% of the outstanding units of AHD, all of which will be distributed to ATLS’s shareholders immediately prior to the Merger. AHD will also acquire the general partner interest in AHD so that, following the AHD distribution, AHD will cease to be controlled by ATLS.
Concurrently with entering into the Merger Agreement and the Transaction Agreement, ATN and Atlas Pipeline Partners, L.P. ( “APL”) have agreed that, prior to the Merger, ATN will acquire APL’s 49% interest in Laurel Mountain Midstream, LLC for $403.0 million in cash payable to APL (the “LMM Sale”).
The closing of the Merger is subject to approval by ATLS’s shareholders and other customary closing conditions, as well as the completion of the AHD Sale and the LMM Sale. Completion of each of the AHD Sale and the LMM Sale are also conditioned on the subsequent completion of the Merger.
ITEM 2. MANAGEMENT’S 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. There are risks and uncertainties that 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.
BUSINESS OVERVIEW
We are a Delaware Limited Partnership which operates gas wells located primarily in western Pennsylvania. Our Partnership includes Atlas Resources, LLC of Pittsburgh, Pennsylvania, as Managing General Partner (“MGP”) and operator, and 1,123 Limited Partners. The MGP is a wholly-owned subsidiary of Atlas Energy Resources, LLC (ATN), an independent developer and producer of natural gas and oil, with operations in the Appalachian, Michigan and Illinois Basin. ATN is a wholly-owned subsidiary of Atlas Energy, Inc, (NASDAQ: ATLS).

 

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Our wells are currently producing natural gas and, to a 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 joint venture between Atlas Energy’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.
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     Nine Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
 
                               
Production revenues (in thousands):
                               
Gas
  $ 382     $ 719     $ 1,379     $ 2,466  
Oil
    40       52       80       87  
 
                       
Total
  $ 422     $ 771     $ 1,459     $ 2,553  
 
                               
Production volumes:
                               
Gas (mcf/day) (1)
    813       968       937       1,088  
Oil (bbls/day) (1)
    6       8       4       5  
 
                       
Total (mcfe/day) (1)
    849       1,016       961       1,118  
 
                               
Average sales prices: (2)
                               
Gas (per mcf) (1) (3)
  $ 6.67     $ 8.24     $ 6.82     $ 8.39  
Oil (per bbl) (1) (4)
  $ 77.45     $ 73.22     $ 78.72     $ 61.97  
 
                               
Average production costs:
                               
As a percent of revenues
    84 %     45 %     70 %     42 %
Per mcfe (1)
  $ 4.52     $ 3.74     $ 3.92     $ 3.53  
 
                               
Depletion per mcfe
  $ 2.27     $ 4.36     $ 2.27     $ 4.36  
 
     
(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.
 
(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 $116,900 and $14,500 for the three months ended September 30, 2010 and 2009, respectively. Previously recognized derivative gains were $365,500 and $24,500 for the nine months ended September 30, 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 $200 and $600 for the three and nine months ended September 30, 2010. The derivative gains are included in other comprehensive income and resulted from prior period impairment charges.

 

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Natural Gas Revenues. Our natural gas revenues were $381,600 and $719,300 for the three months ended September 30, 2010 and 2009, respectively, a decrease of $337,700 (47%). The $337,700 decrease in natural gas revenues for the three months ended September 30, 2010 as compared to the prior year similar period was attributable to a $222,200 decrease in our natural gas sales prices after the effect of financial hedges, which were driven by market conditions and a $115,500 decrease in production volumes. Our production volumes decreased to 813 mcf per day for the three months ended September 30, 2010 from 968 mcf per day for the three months ended September 30, 2009, a decrease of 155 mcf per day (16%). The overall decrease in natural gas production volumes for the three months ended September 30, 2010 resulted primarily from the normal decline inherent in the life of a well.
Our natural gas revenues were $1,379,400 and $2,465,800 for the nine months ended September 30, 2010 and 2009, respectively, a decrease of $1,086,400 (44%). The $1,086,400 decrease in natural gas revenues for the nine months ended September 30, 2010 as compared to the prior year similar period was attributable to a $743,700 decrease in our natural gas sales prices after the effect of financial hedges, which were driven by market conditions and a $342,700 decrease in production volumes. Our production volumes decreased to 937 mcf per day for the nine months ended September 30, 2010 from 1,088 mcf per day for the nine months ended September 30, 2009, a decrease of 151 mcf per day (14%). The overall decrease in natural gas production volumes for the nine months ended September 30, 2010 resulted primarily from the normal decline inherent in the life of a well.
Oil Revenues. We drill wells primarily to produce natural gas, rather than oil, but some wells have limited oil production. Our oil revenues were $39,900 and $51,900 for the three months ended September 30, 2010 and 2009, respectively, a decrease of $12,000 (23%). The $12,000 decrease in oil revenues for the three months ended September 30, 2010 as compared to the prior year similar period was attributable to a $14,000 decrease in production volumes, partially offset by a $2,000 increase in oil prices after the effect of financial hedges. Our production volumes decreased to 6 bbls per day for the three months ended September 30, 2010 from 8 bbls per day for the three months ended September 30, 2009, a decrease of 2 bbls per day (25%).
Our oil revenues were $79,500 and $86,800 for the nine months ended September 30, 2010 and 2009, respectively, a decrease of $7,300 (8%). The $7,300 decrease in oil revenues for the nine months ended September 30, 2010 as compared to the prior year similar period was attributable to a $23,800 decrease in production volumes, partially offset by a $16,500 increase in oil prices after the effect of financial hedges. Our production volumes decreased to 4 bbls per day for the nine months ended September 30, 2010 from 5 bbls per day for the nine months ended September 30, 2009, a decrease of 1 bbl per day (20%).
Expenses. Production expenses were $352,000 and $349,300 for the three months ended September 30, 2010 and 2009, respectively, an increase of $2,700 (1%). Production expenses were $1,025,900 and $1,076,600 for the nine months ended September 30, 2010 and 2009, respectively, a decrease of $50,700 (5%). These changes were primarily attributable to changes in transportation and well supervision fees as compared to the prior year similar period.
Depletion of oil and gas properties as a percentage of oil and gas revenues were 42% and 53% for the three months ended September 30, 2010 and 2009, respectively, and 41% and 52% for the nine months ended June 30 2010 and 2009, respectively. These percentage changes were directly attributable to changes in revenues, oil and gas reserve quantities, product prices and production volumes.
General and administrative expenses for the three months ended September 30, 2010 and 2009 were $51,400 and $61,300, respectively, a decrease of $9,900 (16%). For the nine months ended September 30, 2010 and 2009 these expenses were $166,800 and $171,300, respectively, a decrease of $4,500 (3%). These expenses include third-party costs for services as well as the monthly administrative fees charged by our MGP. These decreases were primarily attributable to lower third-party costs as compared to the prior year similar period.
Liquidity and Capital Resources
Cash provided by operating activities decreased $1,059,400 for the nine months ended September 30, 2010 to $666,500 as compared to $1,725,900 for the nine months ended September 30, 2009. This decrease was primarily due to a decrease in net earnings before depletion, a net non-cash loss on derivative values and accretion of $697,500. In addition, the change in accounts receivable-affiliate decreased operating cash flows by $341,500 in the nine months ended September 30, 2010 as compared to the nine months ended September 30, 2009.

 

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Cash provided by investing activities was $1,500 for the nine months ended September 30, 2010 from the sale of tangible equipment.
Cash used in financing activities decreased $1,276,900 during the nine months ended September 30, 2010 to $752,800 from $2,029,700 in the nine months ended September 30, 2009. This decrease was due to a decrease in cash distributions to partners.
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.
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 (June 2004) and expiring 60 months from that date. Since inception of the Partnership, the MGP has not been required to subordinate any of its revenues to its limited partners.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires making estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of actual revenue and expenses during the reporting period. Although we base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, actual results may differ from the estimates on which our financial statements are prepared at any given point of time. Changes in these estimates could materially affect our financial position, results of operations or cash flows. Significant items that are subject to such estimates and assumptions include revenue and expense accruals, depletion, asset impairment, fair value of derivative instruments, and the probability of forecasted transactions. A discussion of our significant accounting policies we have adopted and followed in the preparation of our financial statements is included within our Annual Report on Form 10-K for the year ended December 31, 2009 and in Note 2 under Item 1, “Financial Statements” included in this report, and there have been no material changes to these policies through September 30, 2010.
Fair Value of Financial Instruments
We have established a hierarchy to measure our financial instruments at fair value which requires us 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 — Unadjusted quoted prices in active markets for identical, unrestricted 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 entity’s own assumptions about the assumption 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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We use a fair value methodology to value the assets and liabilities for our outstanding derivative contracts. Our commodity hedges are calculated 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.
Liabilities that are required to be measured at fair value on a nonrecurring basis include our asset retirement obligations (“ARO’s”) that are defined as Level 3. Estimates of the fair value of ARO’s are based on discounted cash flows using numerous estimates, assumptions, and judgments regarding the cost, timing of settlement, our credit-adjusted risk-free rate and inflation rates.
ITEM 4. 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 SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer 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 and with the participation of our management, including our Chief Executive Officer 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 Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2010, our disclosure controls and procedures were effective at the reasonable assurance level.
There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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 MGP’s financial condition or results of operation.

 

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ITEM 6. EXHIBITS
EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  4.0    
Amended and Restated Certificate and Agreement of Limited Partnership for Public #12-2003
Limited Partnership (1)
  10.1    
Drilling and Operating Agreement for Atlas America Public #12-2003 Limited Partnership (1)
  31.1    
Rule 13a-14(a)/15d-14(a) Certification.
  31.2    
Rule 13a-14(a)/15d-14(a) Certification.
  32.1    
Section 1350 Certification.
  32.2    
Section 1350 Certification.
 
     
(1)  
Filed on September 3, 2003 in the Form S-1 Registration Statement dated September 3, 2003, File No. 000-50700

 

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SIGNATURES
Pursuant to the requirements of the Securities of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  Atlas America Public #12-2003 Limited Partnership
Atlas Resources, LLC, Managing General Partner
 
 
Date: November 12, 2010  By:   /s/ FREDDIE M. KOTEK    
    Freddie M. Kotek, Chief Executive   
    Chairman of the Board of Directors, Chief Executive Officer and President   
     
Date: November 12, 2010  By:   /s/ MATTHEW A. JONES    
    Matthew A. Jones,   
    Chief Financial Officer   

 

24

EX-31.1 2 c08016exv31w1.htm EXHIBIT 31.1 Exhibit 31.1
EXHIBIT 31.1
CERTIFICATION
I, Freddie M. Kotek, certify that:
1.  
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2010 of Atlas America Public #12-2003 Limited Partnership;
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.  
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;
  a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within this entity, particularly during the period in which this report is being prepared;
  b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
       
By:   /s/ FREDDIE M. KOTEK    
  Name:   Freddie M. Kotek   
  Title:   Chairman of the Board of Directors, Chief Executive Officer and President of the Managing General Partner   
  Date: November 12, 2010

 

EX-31.2 3 c08016exv31w2.htm EXHIBIT 31.2 Exhibit 31.2
         
     
     
     
     
 
EXHIBIT 31.2
CERTIFICATION
I, Matthew A. Jones, certify that:
1.  
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2010 of Atlas America Public #12-2003 Limited Partnership;
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.  
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;
  a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within this entity, particularly during the period in which this report is being prepared;
  b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
       
By:   /s/ MATTHEW A. JONES    
  Name:   Matthew A. Jones   
  Title:   Chief Financial Officer of the Managing General Partner   
  Date: November 12, 2010

 

EX-32.1 4 c08016exv32w1.htm EXHIBIT 32.1 Exhibit 32.1
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Atlas America Public #12-2003 Limited Partnership (the “Partnership”) on Form 10-Q for the period ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Freddie M. Kotek, Chief Executive Officer of the Managing General Partner, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
  (1)  
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
  (2)  
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
       
By:   /s/ FREDDIE M. KOTEK    
  Name:   Freddie M. Kotek   
  Title:   Chairman of the Board of Directors, Chief Executive Officer and President of the Managing General Partner   
  Date: November 12, 2010

 

EX-32.2 5 c08016exv32w2.htm EXHIBIT 32.2 Exhibit 32.2
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Atlas America Public #12-2003 Limited Partnership (the “Partnership”) on Form 10-Q for the period ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew A. Jones, Chief Financial Officer of the Managing General Partner, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
  (1)  
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
  (2)  
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
       
By:   /s/ MATTHEW A. JONES    
  Name:   Matthew A. Jones   
  Title:   Chief Financial Officer of the Managing General Partner   
  Date: November 12, 2010

 

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