10-Q 1 series26form10q.htm SERIES 26 FORM 10Q FOR PERIOD ENDED 3-31-09 series26form10q.htm


 
United States
   
 
Securities and Exchange Commission
   
 
Washington, D.C. 20549
   
 
Form 10-Q
   
(Mark One)
   
R
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended March 31, 2009
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
   
 
For the transition period from _____ to _____
   
 
Commission file number 0-51945
   
   
 
ATLAS AMERICA SERIES 26-2005 L.P.
 
(Name of small business issuer in its charter)
   
   
   
Delaware
20-2879859
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
   
Westpointe Corporate Center One
 
1550 Coraopolis Heights Road, 2nd Floor
 
Moon Township, PA
15108
(Address of principal executive offices)
(zip code)
   
Issuer’s telephone number, including area code: (412) 262-2830
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes R No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). Yes o No R
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the
Exchange Act (Check One) Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company R
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No R
 
Transitional Small Business Disclosure Format (check one): Yes o No R


 
 
 



ATLAS AMERICA SERIES 26-2005 L.P.
(A Delaware Limited Partnership)
INDEX TO QUARTERLY REPORT
ON FORM 10-Q

PART I.
 
FINANCIAL INFORMATION
PAGE
       
Item 1:
 
Financial Statements
 
       
   
Balance Sheets as of March 31, 2009 and December 31, 2008
3
       
   
Statements of Net Earnings for the Three Months ended March 31, 2009 and 2008
4
       
   
Statement of Changes in Partners’ Capital for the Three Months ended March 31, 2009
5
       
   
Statements of Cash Flows for the Three Months ended March 31, 2009 and 2008
6
       
   
Notes to Financial Statements
7-15
       
Item 2:
 
Management’s Discussion and Analysis of Financial Condition or Plan of Operations
15-18
       
Item 4:
 
Controls and Procedures
18-19
       
PART II.
 
OTHER INFORMATION
 
       
Item 1:
 
Legal Proceedings
19
       
Item 6:
 
Exhibits
19
       
       
SIGNATURES
20
       
CERTIFICATIONS
21-24

 

2


 
ATLAS AMERICA SERIES 26-2005 L.P.
BALANCE SHEETS

 
   
March 31,
   
December 31,
 
   
2009
   
2008
 
   
(Unaudited)
       
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 298,800     $ 319,500  
Accounts receivable – affiliate
    869,600       1,034,400  
Short-term hedge receivable due from affiliate
    720,500       1,089,000  
Total current assets
    1,888,900       2,442,900  
                 
Oil and gas properties, net
    11,388,000       11,658,000  
Long-term hedge receivable due from affiliate
    452,200       698,800  
    $ 13,729,100     $ 14,799,700  
                 
LIABILITIES AND PARTNERS’ CAPITAL
               
Current liabilities:
               
Accrued liabilities
  $ 13,200     $ 22,200  
Short-term hedge liability due to affiliate
    1,700       94,800  
Total current liabilities
    14,900       117,000  
                 
Asset retirement obligation
    1,316,100       1,296,600  
Long-term hedge liability due to affiliate
    100       85,300  
                 
                 
Partners’ capital:
               
Managing general partner
    3,926,300       4,156,800  
Limited partners (1,400 units)
    8,628,300       9,144,000  
Accumulated other comprehensive loss
    (156,600 )      
Total partners' capital
    12,398,000       13,300,800  
    $ 13,729,100     $ 14,799,700  

 

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

3


 
ATLAS AMERICA SERIES 26-2005 L.P.
STATEMENTS OF NET EARNINGS
(Unaudited)

 
   
Three Months Ended
 
   
March 31,
 
   
2009
   
2008
 
             
REVENUES
           
Natural gas and oil
  $ 770,300     $ 1,908,500  
Total revenues
    770,300       1,908,500  
                 
COSTS AND EXPENSES
               
Production
    291,600       446,800  
Depletion
    270,000       913,600  
Accretion of asset retirement obligation
    19,500       16,200  
General and administrative
    39,600       39,600  
Total expenses
    620,700       1,416,200  
Net earnings
  $ 149,600     $ 492,300  
                 
Allocation of net earnings:
               
Managing general partner
  $ 103,700     $ 369,300  
Limited partners
  $ 45,900     $ 123,000  
Net earnings per limited partnership unit
  $ 33     $ 88  

 

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

4


 
ATLAS AMERICA SERIES 26-2005 L.P.
STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
FOR THE THREE MONTHS ENDED
March 31, 2009
(Unaudited)

 

 
               
Accumulated
       
   
Managing
         
Other
       
   
General
   
Limited
   
Comprehensive
       
   
Partner
   
Partners
   
Loss
   
Total
 
                         
Balance at January 1, 2009
  $ 4,156,800     $ 9,144,000     $     $ 13,300,800  
                                 
Participation in revenues and expenses:
                               
Net production revenues
    178,600       300,100             478,700  
Depletion
    (52,800 )     (217,200 )           (270,000 )
General and administrative
    (14,800 )     (24,800 )           (39,600 )
Accretion of asset retirement obligation
    (7,300 )     (12,200 )           (19,500 )
Net earnings
    103,700       45,900             149,600  
                                 
Other comprehensive loss
                (156,600 )     (156,600 )
                                 
Distributions to partners
    (334,200 )     (561,600 )           (895,800 )
                                 
Balance at March 31, 2009
  $ 3,926,300     $ 8,628,300     $ (156,600 )   $ 12,398,000  

 

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

5


 
ATLAS AMERICA SERIES 26-2005 L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)

 
   
Three Months Ended
 
   
March 31,
 
   
2009
   
2008
 
Cash flows from operating activities:
           
Net earnings
  $ 149,600     $ 492,300  
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depletion
    270,000       913,600  
Non-cash loss on derivative value
    280,200        
Accretion of asset retirement obligation
    19,500       16,200  
Decrease in accounts receivable-affiliate
    164,800       64,100  
Decrease in accrued liabilities
    (9,000 )     (9,500 )
Net cash provided by operating activities
    875,100       1,476,700  
                 
Cash flows from financing activities:
               
Distributions to partners
    (895,800 )     (1,437,800 )
Net cash used in financing activities
    (895,800 )     (1,437,800 )
                 
Net (decrease) increase in cash and cash equivalents
    (20,700 )     38,900  
Cash and cash equivalents at beginning of period
    319,500       505,400  
Cash and cash equivalents at end of period
  $ 298,800     $ 544,300  
                 
                 
Supplemental schedule of non-cash investing and financing activities:
               
                 
Assets contributed by managing general partner:
               
Tangible equipment
  $     $ 35,000  
Intangible drilling costs
          20,400  
    $     $ 55,400  

 

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

 
6
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 2009
(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Atlas America Series 26-2005 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 587 Limited Partners. The Partnership was formed on May 26, 2005 to drill and operate gas wells located primarily in Pennsylvania and Tennessee. The Partnership has no employees and relies on its MGP for management which, in turn, relies on its parent company, Atlas Energy Resources, LLC (NYSE:ATN), ("Atlas Energy"), for administrative services.

The financial statements as of March 31, 2009 and for the three months ended March 31, 2009 and 2008 are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. However, in the opinion of management, these interim financial statements include all the necessary adjustments to fairly present the results of the interim periods presented. The unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Partnership’s Form 10-K for the year ended December 31, 2008. The results of operations for the three months ended March 31, 2009 may not necessarily be indicative of the results of operations for the year ended December 31, 2009.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Use of Estimates

Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues, costs and expenses during the reporting period. Actual results could differ from these estimates.

Accounts Receivable and Allowance for Possible Losses

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

Revenue Recognition

Because there are timing differences between the delivery of the Partnership’s natural gas and oil and the receipt of a delivery statement, the Partnership has unbilled revenues. These revenues are accrued based upon volumetric data from the Partnership’s records and estimates of the related transportation and compression fees which are, in turn, based upon applicable product prices. The Partnership had unbilled trade receivables of $604,300 at March 31, 2009 and $714,400 at December 31, 2008, which are included in Accounts receivable-affiliate on the Partnership's Balance Sheets.

 
7
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2009
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Oil and Gas Properties

Oil and gas properties are recorded at cost. Depletion is based on cost less estimated salvage value primarily using the unit-of-production method over the assets’ estimated useful lives. 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 property are capitalized.

Oil and gas properties consist of the following at the dates indicated:
 
March 31,
   
December 31,
 
   
2009
   
2008
 
Natural gas and oil properties:
           
Proved properties:
           
Leasehold interests                                                                                       
  $ 1,119,300     $ 1,119,300  
Wells and related equipment                                                                                       
    43,965,900       43,965,900  
      45,085,200       45,085,200  
                 
Accumulated depletion                                                                                            
    (33,697,200 )     (33,427,200 )
    $ 11,388,000     $ 11,658,000  

Recently Issued Financial Accounting Standards

In May 2008, the Financial Accounting Standards Board, ("FASB") issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Policies ("SFAS 162"), which reorganizes the GAAP hierarchy. The purpose of the new standard is to improve financial reporting by providing a consistent framework for determining what accounting principles should be used when preparing the U.S. GAAP financial statements. The standard is effective 60 days after the SEC's approval of the PCAOB's amendments to AU Section 411. The adoption of SFAS 162 will not have an impact on the Partnership's financial position or results of operations.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities, or SFAS 161, an amendment of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, (“SFAS 133”). SFAS 161 requires entities to provide qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. The standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged, but not required. SFAS 161 also requires entities to disclose more information about the location and amounts of derivative instruments in financial statements; how derivatives and related hedges are accounted for under SFAS 133 and how the hedges affect the entity’s financial position, financial performance, and cash flows. The Partnership adopted the provision of SFAS 161 on January 1, 2009 and its adoption resulted in additional disclosures related to its commodity derivatives (See Note 5).


 
8
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2009
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Financial Accounting Standards (Continued)

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurement (“SFAS 157”). SFAS 157 addresses the need for increased consistency in fair value measurements, defining fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosure requirements. In February 2008, the FASB issued FSP FAS 157-2, "Effective Date of FASB Statement No. 157," 157-2, (“FSP FAS 157-2”). FSP FAS 157-2, which was effective upon issuance, delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value at least once a year, to fiscal years beginning after November 15, 2008. On January 1, 2009, the Partnership adopted SFAS No. 157 for nonfinancial assets and liabilities that are not measured at fair value on a recurring basis. For the Partnership, the nonfinancial assets and liabilities is limited to the initial recognition of asset retirement obligations and the impairment of oil and gas properties. FSP FAS 157-2 also covers interim periods within the fiscal years for items within its scope. The Partnership adopted SFAS 157 as of January 1, 2008 with respect to its commodity derivative instruments which are measured at fair value within its financial statements (See Note 6).

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

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

·  
Administrative costs which are included in general and administrative expenses in the Partnership’s Statements of Net Earnings are payable at $75 per well per month. Administrative costs incurred for both the three months ended March 31, 2009 and 2008 were $27,600.

·  
Monthly well supervision fees which are included in production expenses in the Partnership’s Statements of Net Earnings are payable at $318 per well per month in 2009 and 2008, for operating and maintaining the wells. Well supervision fees incurred for the three months ended March 31, 2009 and 2008 were $115,600 and $115,300, respectively.

·  
Transportation fees which are included in production expenses in the Partnership’s Statements of Net Earnings are generally payable at 13% of the natural gas sales price. Transportation fees incurred for the three months ended March 31, 2009 and 2008 were $109,900 and $254,100, respectively.

·  
Assets contributed by the MGP which are disclosed on the Partnership's Statements of Cash Flows as a non-cash investing activity for the three months ended March 31, 2008 were $55,400.

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.

 
9
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2009
(Unaudited)

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

Subordination by Managing General Partner

Under the terms of the Partnership agreement, the MGP may be required to subordinate up to 50% of its share of net production revenues of the Partnership to provide a distribution to the limited partners equal to at least 10% of their agreed subscriptions. Subordination is determined on a cumulative basis, in each of the first five years of Partnership operations, commencing with the first distribution of net revenues to the investor partners (September 2006). Since inception of the program, the MGP has not been required to subordinate any of its distributions to its limited partners.

NOTE 4 – COMPREHENSIVE LOSS

Comprehensive loss 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. These changes, other than net income, are referred to as "other comprehensive income (loss)" and, for the Partnership, include changes in the fair value of unsettled derivative contracts accounted for as cash flow hedge. A reconciliation of the Partnership’s comprehensive loss for the periods indicated is as follows:

   
Three Months Ended
 
   
March 31,
 
   
2009
   
2008
 
Net earnings                                                                                                             
  $ 149,600     $ 492,300  
Other comprehensive loss:
               
Unrealized holding loss on hedging contracts                                                                                                             
    (216,100 )     (1,872,900 )
Less: reclassification adjustment for losses (gains) realized in net earnings
    59,500       (200,600 )
Total other comprehensive loss                                                                                                             
    (156,600 )     (2,073,500 )
Comprehensive loss                                                                                                             
  $ (7,000 )   $ (1,581,200 )

NOTE 5 – DERIVATIVE INSTRUMENTS

The Partnership applies the provisions of SFAS 133, which requires each derivative instrument to be recorded in the balance sheet as either an asset or liability measured at fair value. Changes in a derivative instrument’s fair value are recognized currently in earnings unless specific hedge accounting criteria are met.

The Partnership is exposed to certain risks relating to its ongoing business operations. The risk is managed by using derivative instruments related to commodity price risk. Forward contracts on natural gas and oil are entered into to manage the price risk associated with forecasted sales of natural gas and crude oil. In accordance with SFAS No. 133, the Partnership designates these derivatives as cash flow hedges and the derivative instruments have been recorded as either assets or liabilities at fair value in the balance sheet. The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified to earnings in the same period during which the hedged transaction affects earnings. The following table summarizes the fair value of derivative instruments as of March 31, 2009 and December 31, 2008, as well as the gain or loss recognized for the three months ended March 31, 2009 and 2008, respectively. There were no gains or losses recognized in income for ineffective derivative instruments for the three months ended March 31, 2009 and 2008, respectively.

 
10
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2009
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

Fair Value of Derivative Instruments:
 
   
 
Asset Derivatives
 
Liability Derivatives
 
Derivatives in
   
Fair Value
     
Fair Value
 
SFAS 133 Cash Flow
Balance Sheet
 
March 31,
   
December 31,
 
Balance Sheet
 
March 31,
   
December 31,
 
Hedging Relationships
Location
 
2009
   
2008
 
Location
 
2009
   
2008
 
                 
                             
Commodity contracts:
Current assets
  $ 720,500     $ 1,089,000  
Current liabilities
  $ (1,700 )   $ (94,800 )
 
Long-term assets
    452,200       698,800  
Long-term liabilities
    (100 )     (85,300 )
                                     
Total derivatives under SFAS No. 133
  $ 1,172,700     $ 1,787,800       $ (1,800 )   $ (180,100 )

Effects of Derivative Instruments on Statements of Net Earnings:

Derivatives in
 
Gain/(Loss)
Recognized in OCI on Derivative
(Effective Portion)
Three Months Ended
   
Location of Gain/(Loss)
Reclassified from Accumulated
   
Gain/(Loss)
Reclassified from OCI into Income
(Effective Portion)
Three Months Ended
 
SFAS 133 Cash Flow
 
March 31,
   
March 31,
   
OCI into Income
   
March 31,
   
March 31,
 
Hedging Relationship
 
2009
   
2008
   
(Effective Portion)
   
2009
   
2008
 
         
 
       
Commodity contracts
  $ (216,100 )   $ (1,872,900 )    
Natural gas and oil revenue
$ (59,500 )   $ 200.600  
 
 
Atlas Energy on behalf of the Partnership from time to time enters into natural gas and crude oil future option contracts and collar contracts to hedge exposure to changes in natural gas prices and oil prices. At any point in time, such contracts may include regulated New York Mercantile Exchange (“NYMEX”) futures, options contracts and non-regulated over-the-counter futures contracts with qualified counterparties. NYMEX contracts are generally settled with offsetting positions, but may be settled by the delivery of natural gas. Crude oil contracts are based on a West Texas Intermediate ("WTI") index. These contracts have qualified and been designated as cash flow hedges and recorded at their fair values.

At March 31, 2009, the Partnership reflected a net hedge asset on its Balance Sheets of $1,170,900, however unrealized gains of $1,327,500 were netted with impairment charges of the Partnership’s oil and gas properties for the period ended December 31, 2008 which results in a net unrealized accumulated loss of $156,600. Of the remaining $156,600 net unrealized loss in accumulated other comprehensive loss at March 31, 2009, if the fair values of the instruments remain at current market values, the Partnership will reclassify net losses of $59,400 of to its Statements of Net Earnings over the next twelve month period as these contracts settle, and net losses of $97,200 in later periods. Actual amounts that will be reclassified will vary as a result of future price changes. Ineffective hedge gains or losses are recorded within the Statements of Net Earnings while the hedge contract is open and may increase or decrease until settlement of the contract. The Partnership recognized no gains or losses during the three months ended March 31, 2009 and 2008 for hedge ineffectiveness or as a result of the discontinuance of cash flow hedges.

 
11
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2009
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

As of March 31, 2009, Atlas Energy had allocated to the Partnership the following natural gas and oil volumes hedged:

Natural Gas Fixed Price Swaps
                     
Production
         
Average
       
Period Ending
   
Volumes
   
Fixed Price
   
Fair Value
 
December 31,
   
(MMbtu) (1)
   
(per MMbtu)
   
Asset (2)
 
                     
2009
      154,600     $ 8.24     $ 610,900  
2010
      126,900       8.11       273,600  
2011
      85,400       7.84       96,000  
2012
      60,500       8.06       62,900  
2013
      6,400       8.73       9,500  
                      $ 1,052,900  

Natural Gas Costless Collars
                       
Production
           
Average
       
Period Ending
 
Option
 
Volumes
   
Floor & Cap
   
Fair Value
 
December 31,
 
Type
 
(MMbtu) (1)
   
(per MMbtu)
   
Asset (2)
 
                       
2009
 
Puts purchased
    900     $ 11.00     $ 6,000  
2009
 
Calls sold
    900       15.35        
2010
 
Puts purchased
    16,200       7.84       33,900  
2010
 
Calls sold
    16,200       9.01        
2011
 
Puts purchased
    34,300       7.48       35,400  
2011
 
Calls sold
    34,300       8.44        
2012
 
Puts purchased
    4,500       7.00       1,800  
2012
 
Calls sold
    4,500       8.32        
2013
 
Puts purchased
    1,200       7.00       300  
2013
 
Calls sold
    1,200       8.25        
                        $ 77,400  

Crude Oil Fixed Price Swaps
                     
Production
         
Average
       
Period Ending
   
Volumes
   
Fixed Price
   
Fair Value
 
December 31,
   
(Bbl)
   
(per Bbl)
   
Asset (3)
 
                     
2009
      200     $ 99.73     $ 10,600  
2010
      200       97.40       7,700  
2011
      200       96.44       5,200  
2012
      100       96.00       3,400  
2013
      100       96.06       900  
                      $ 27,800  


 
12
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2009
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

Crude Oil Costless Collars
                       
Production
           
Average
       
Period Ending
 
Option
 
Volumes
   
Floor & Cap
   
Fair Value
 
December 31,
 
Type
 
(Bbl)
   
(per Bbl)
   
Asset (3)
 
                       
2009
 
Puts purchased
    100     $ 85.00     $ 4,500  
2009
 
Calls sold
    100       117.48        
2010
 
Puts purchased
    100       85.00       3,600  
2010
 
Calls sold
    100       112.92        
2011
 
Puts purchased
    100       85.00       2,600  
2011
 
Calls sold
    100       110.81        
2012
 
Puts purchased
    100       85.00       1,700  
2012
 
Calls sold
    100       110.06        
2013
 
Puts purchased
    100       85.00       400  
2013
 
Calls sold
    100       110.09        
                        $ 12,800  
                             
               
Total Net Asset
    $ 1,170,900  
_____________

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

NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Partnership prioritizes the inputs of the valuation techniques used to measure fair value into three levels.

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 entity's 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.

 
13
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2009
(Unaudited)

NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

All of the Partnership’s derivatives contracts are defined as Level 2. The Partnership's natural gas and crude oil derivative contracts are valued based on prices quoted on the NYMEX or WTI and adjusted by the respective counterparty using various assumptions including quoted forward prices, time value, volatility factors, and contractual prices for the underlying instruments. In accordance with SFAS 157, the following table represents the Partnership's fair value hierarchy for its financial instruments at March 31, 2009.

   
Fair Value Measurements at March 31, 2009 Using
 
   
Quoted prices
   
Significant other
   
Significant
 
   
in active
   
observable
   
unobservable
 
   
markets
   
inputs
   
inputs
 
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
                   
Commodity-based derivatives                                                          
  $     $ 1,170,900     $  
                         
Total                                                          
  $     $ 1,170,900     $  

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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

Oil and Gas Property Impairments. In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Partnership reviews its proved oil and gas properties for impairment annually or when events and circumstances indicate a possible decline in the recoverability of the carrying value of such properties. The Partnership estimates the expected future cash flows from its oil and gas properties and compares such future cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Partnership will adjust the carrying amount of the oil and gas properties to their fair value in the current period. The factors used to determine fair value include, but are not limited to, estimates of reserves, future production estimates, anticipated capital expenditures, and a discount rate commensurate with the risk associated with realizing the expected cash flows projected. The Partnership recorded an impairment of $16,792,900 for the year ended December 31, 2008, however there were no impairment indicators and thus there was no impairment charge for the three months ended March 31, 2009 and 2008.

Asset Retirement Obligations. The Partnership estimates the fair value of asset retirement obligations based on discounted cash flow projections using numerous estimates, assumptions and judgments regarding such factors at the date of establishment for a legal obligation for an asset retirement obligation such as: amounts and timing of settlements; interest rates; and estimated inflation rates. There were no new asset retirement obligations incurred for the three months ended March 31, 2009 and 2008, respectively.

 
14
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2009
(Unaudited)

NOTE 7 – ASSET RETIREMENT OBLIGATION

The Partnership accounts for the estimated plugging and abandonment costs for its oil and gas properties in accordance with Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations ("SFAS 143") and FASB, Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations.

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

   
Three Months Ended
 
   
March 31,
 
   
2009
   
2008
 
Asset retirement obligation at beginning of period
  $ 1,296,600     $ 1,078,800  
Accretion expense                                                                               
    19,500       16,200  
Asset retirement obligation at end of period
  $ 1,316,100     $ 1,095,000  

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

Forward-Looking Statements

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

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

General

We were formed as a Delaware limited partnership on May 26, 2005, with Atlas Resources, Inc. as our Managing General Partner, or MGP, to drill natural development wells. Atlas Resources, Inc. was merged into a newly-formed limited liability company, Atlas Resources, LLC, which became an indirect subsidiary of Atlas America, Inc. Atlas Resources, LLC now serves as our MGP. We have no employees and rely on our MGP for management, which, in turn, relies on its parent company, Atlas Energy Resources, LLC, (NYSE:ATN), or Atlas Energy, for administrative services.

Our wells are currently producing natural gas and, to a far lesser extent, oil which are our only products. Most of our gas is gathered and delivered to market through Atlas Pipeline Partners, L.P.'s gas gathering system, which is managed by an affiliate of our MGP. 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.


 
15
 
 


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,
 
   
2009
   
2008
 
             
Production revenues (in thousands):
           
Gas                                                                                 
  $ 708     $ 1,758  
Oil                                                                                 
    62       151  
Total                                                                                 
  $ 770     $ 1,909  
                 
Production volumes:
               
Gas (mcf/day) (1)                                                                                 
    1,176       2,140  
Oil (bbls/day) (1)                                                                                 
    18       19  
Total (mcfe/day) (1)                                                                                 
    1,284       2,254  
                 
Average sales prices:
               
Gas (per mcf) (1)                                                                                 
  $ 6.69     $ 9.03  
Oil (per bbl) (1)                                                                                 
  $ 38.46     $ 88.10  
                 
Average production costs:
               
As a percent of revenues                                                                                 
    38 %     23 %
Per mcfe (1)                                                                                 
  $ 2.52     $ 2.18  
                 
Depletion per mcfe                                                                                     
  $ 2.34     $ 4.46  
____________

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

Natural Gas Revenues. Our natural gas revenues were $708,000 and $1,757,900 for the three months ended March 31, 2009 and 2008, respectively, a decrease of $1,049,900 (60%). This decrease was due to a decrease in production volumes to 1,176 mcf per day for the three months ended March 31, 2009 from 2,140 mcf per day for the three months ended March 31, 2008, a decrease of 964 mcf per day (45%) and a decrease in the average sales price we received for our natural gas to $6.69 per mcf for the three months ended March 31, 2009 as compared to $9.03 per mcf for the three months ended March 31, 2008, a decrease of $2.34 per mcf (26%). The $1,049,900 decrease in natural gas revenues for the three months ended March 31, 2009 as compared to the prior year similar period was attributable to a $803,000 decrease in production volumes and a $246,900 decrease in natural gas sales prices after the effect of financial hedges. The overall decrease in natural gas production volumes for the three months ended March 31, 2009 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 $62,300 and $150,600 for the three months ended March 31, 2009 and 2008, respectively, a decrease of $88,300 (59%). This decrease was due to a decrease in the average sales price we received for our oil to $38.46 per bbl for the three months ended March 31, 2009 as compared to $88.10 per bbl for the three months ended March 31, 2008, a decrease of $49.64 per bbl (56%) and a decrease in the production volumes to 18 bbls per day for the three months ended March 31, 2009 from 19 bbls per day for the three months ended March 31, 2008, a decrease of 1 bbl per day (5%). The $88,300 decrease in oil revenues for the three months ended March 31, 2009 as compared to the prior year similar period was attributable to a $80,400 decrease in oil prices and a $7,900 decrease in production volumes.

 
16
 
 


Expenses. Production expenses were $291,600 and $446,800 for the three months ended March 31, 2009 and 2008, respectively, a decrease of $155,200 (35%). This decrease was primarily due to lower transportation fees and other variable expenses as compared to the prior year similar period.

Depletion of oil and gas properties as a percentage of oil and gas revenues were 35% and 48% in the three months ended March 31, 2009 and 2008, respectively. This percentage change is 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 both the three months ended March 31, 2009 and 2008 were $39,600. 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 $601,600 in the three months ended March 31, 2009 to $875,100 as compared to $1,476,700 for the three months ended March 31, 2008. This decrease was primarily due to a decrease in net earnings before depletion, net non-cash loss on derivative value and accretion of $702,800. In addition, the change in accounts receivable-affiliate increased operating cash flows by $100,700 in the three months ended March 31, 2009 as compared to the three months ended March 31, 2008.

Cash used in financing activities decreased $542,000 during the three months ended March 31, 2009 to $895,800 from $1,437,800 for the three months ended March 31, 2008. This decrease was due to lower 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.

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

Subordination by Managing General Partner

Under the terms of the Partnership agreement, the MGP may be required to subordinate up to 50% of its share of net production revenues of the Partnership to provide a distribution to the limited partners equal to at least 10% of their agreed subscriptions. Subordination is determined on a cumulative basis, in each of the first five years of Partnership operations, commencing with the first distribution of net revenues to the investor partners (September 2006). Since inception of the program, the MGP has not been required to subordinate any of its distributions to its limited partners.

 
17
 
 


Recently Issued Financial Accounting Standards

In May 2008, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, No. 162, The Hierarchy of Generally Accepted Accounting Policies, or SFAS 162, which reorganizes the GAAP hierarchy. The purpose of the new standard is to improve financial reporting by providing a consistent framework for determining what accounting principles should be used when preparing U.S. GAAP financial statements. The standard is effective 60 days after the SEC's approval of the PCAOB's amendments to AU Section 411. The adoption of SFAS 162 will not have an impact on our financial position or results of operations.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities, or SFAS 161, an amendment of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, or SFAS 133. SFAS 161 requires entities to provide qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. The standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged, but not required. SFAS 161 also requires entities to disclose more information about the location and amounts of derivative instruments in financial statements; how derivatives and related hedges are accounted for under SFAS 133 and how the hedges affect the entity’s financial position, financial performance, and cash flows. We adopted the provision of SFAS 161 on January 1, 2009 and its adoption resulted in additional disclosures related to its commodity derivatives (See Note 5).

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurement, or SFAS 157. SFAS 157 addresses the need for increased consistency in fair value measurements, defining fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosure requirements. In February 2008, the FASB issued FSP FAS 157-2, "Effective Date of FASB Statement No. 157," 157-2, or FSP FAS 157-2. FSP FAS 157-2, which was effective upon issuance, delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value at least once a year, to fiscal years beginning after November 15, 2008. On January 1, 2009 we adopted SFAS No. 157 for nonfinancial assets and liabilities that are not measured at fair value on a recurring basis. Our nonfinancial assets and liabilities is limited to the initial recognition of asset retirement obligations and the impairment of oil and gas properties. FSP FAS 157-2 also covers interim periods within the fiscal years for items within its scope. We adopted SFAS 157 as of January 1, 2008 with respect to our commodity derivative instruments which are measured at fair value within our financial statements (See Note 6).

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

 
18
 
 


Under the supervision of the chief executive officer and chief financial officer, the MGP has carried out an evaluation of the effectiveness of the Partnership’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the chief executive officer and chief financial officer concluded that the Partnership’s disclosure controls and procedures are effective at the reasonable assurance level at March 31, 2009.

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

PART II OTHER INFORMATION

ITEM 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 operations.

ITEM 6.  EXHIBITS

EXHIBIT INDEX
 
Exhibit No.
 
Description
     
4.0
 
Amended and Restated Certificate and Agreement of Limited Partnership for Atlas America Series 26-2005 L.P. (1)
10.1
 
Drilling and Operating Agreement for Atlas America Series 26-2005 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 April 28, 2006 in the Form S-1 Registration Statement dated April 28, 2006, File No. 0-51945


 
19
 
 


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 Series 26-2005 L.P.
     
     
     
   
Atlas Resources, LLC, Managing General Partner
     
Date: May 14, 2009
 
By:/s/ Freddie M. Kotek
   
Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive Officer
   
and President
     
     
In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
     
     
Date: May 14, 2009
 
By:/s/ Freddie M. Kotek
   
Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive
   
Officer and President
     
     
Date: May 14, 2009
 
By:/s/ Matthew A. Jones
   
Matthew A. Jones, Chief Financial Officer
     
     
Date: May 14, 2009
 
By:/s/ Nancy J. McGurk
   
Nancy J. McGurk, Vice President, Chief Accounting Officer
     
     
     
     
     


 
20