-----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, LprM5BGlv9NhiBNFXXLE8EjRxut0bIrpnoSr/xrn14jPSQOMjbQEYYWWazgjh1ik BBUmYHWk3oV5pbCwJWcX7w== 0001279228-09-000128.txt : 20090813 0001279228-09-000128.hdr.sgml : 20090813 20090813152041 ACCESSION NUMBER: 0001279228-09-000128 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090813 DATE AS OF CHANGE: 20090813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Atlas America Series 26-2005 L.P. CENTRAL INDEX KEY: 0001342514 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-51945 FILM NUMBER: 091010264 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: 330-896-8510 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 series26form10q.htm SERIES 26 FORM 10Q FOR PERIOD ENDED 6-30-09 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 June 30, 2009
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
   
 
For the transition period from _____ to _____
   
 
Commission file number 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 June 30, 2009 and December 31, 2008
3
       
   
Statements of Net Earnings for the Three Months and Six Months ended June 30, 2009 and 2008
4
       
   
Statement of Changes in Partners’ Capital for the Six Months ended June 30, 2009
5
       
   
Statements of Cash Flows for the Six Months ended June 30, 2009 and 2008
6
       
   
Notes to Financial Statements
7-16
       
Item 2:
 
Management’s Discussion and Analysis of Financial Condition or Plan of Operations
16-21
       
Item 4:
 
Controls and Procedures
21
       
PART II.
 
OTHER INFORMATION
 
       
Item 6:
 
Exhibits
22
       
       
SIGNATURES
23
       
CERTIFICATIONS
24-27

 

 
2
 
 


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

 
   
June 30,
   
December 31,
 
   
2009
   
2008
 
   
(Unaudited)
       
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 203,000     $ 319,500  
Accounts receivable – affiliate
    672,600       1,034,400  
Short-term hedge receivable due from affiliate
    599,000       1,089,000  
Total current assets
    1,474,600       2,442,900  
                 
Oil and gas properties, net
    11,163,700       11,658,000  
Long-term hedge receivable due from affiliate
    360,200       698,800  
    $ 12,998,500     $ 14,799,700  
                 
LIABILITIES AND PARTNERS’ CAPITAL
               
Current liabilities:
               
Accrued liabilities
  $ 20,300     $ 22,200  
Short-term hedge liability due to affiliate
    1,900       94,800  
Total current liabilities
    22,200       117,000  
                 
Asset retirement obligation
    1,335,500       1,296,600  
Long-term hedge liability due to affiliate
    90,500       85,300  
                 
                 
Partners’ capital:
               
Managing general partner
    3,659,300       4,156,800  
Limited partners (1,400 units)
    8,072,800       9,144,000  
Accumulated other comprehensive loss
    (181,800 )      
Total partners' capital
    11,550,300       13,300,800  
    $ 12,998,500     $ 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
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
                         
REVENUES
                       
Natural gas and oil
  $ 478,300     $ 1,675,400     $ 1,248,600     $ 3,583,900  
Total revenues
    478,300       1,675,400       1,248,600       3,583,900  
                                 
COSTS AND EXPENSES
                               
Production
    265,800       386,000       557,400       832,800  
Depletion
    224,300       752,000       494,300       1,665,600  
Accretion of asset retirement obligation
    19,400       16,200       38,900       32,400  
General and administrative
    39,400       48,900       79,000       88,500  
Total expenses
    548,900       1,203,100       1,169,600       2,619,300  
Net (loss) earnings
  $ (70,600 )   $ 472,300     $ 79,000     $ 964,600  
                                 
Allocation of net earnings (loss):
                               
Managing general partner
  $ 13,600     $ 328,400     $ 117,300     $ 697,700  
Limited partners
  $ (84,200 )   $ 143,900     $ (38,300 )   $ 266,900  
Net (loss) earnings per limited partnership unit
  $ (60 )   $ 103     $ (27 )   $ 191  

 

 
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 SIX MONTHS ENDED
June 30, 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
    257,900       433,300             691,200  
Depletion
    (96,600 )     (397,700 )           (494,300 )
General and administrative
    (29,500 )     (49,500 )           (79,000 )
Accretion of asset retirement obligation
    (14,500 )     (24,400 )           (38,900 )
Net earnings (loss)
    117,300       (38,300 )           79,000  
                                 
Other comprehensive loss
                (181,800 )     (181,800 )
                                 
Distributions to partners
    (614,800 )     (1,032,900 )           (1,647,700 )
                                 
Balance at June 30, 2009
  $ 3,659,300     $ 8,072,800     $ (181,800 )   $ 11,550,300  

 

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

 
5
 
 


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

 
   
Six Months Ended
 
   
June 30,
 
   
2009
   
2008
 
Cash flows from operating activities:
           
Net earnings
  $ 79,000     $ 964,600  
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depletion
    494,300       1,665,600  
Non-cash loss on derivative value
    559,100        
Accretion of asset retirement obligation
    38,900       32,400  
Decrease in accounts receivable-affiliate
    361,800       160,500  
Decrease in accrued liabilities
    (1,900 )     (3,000 )
Net cash provided by operating activities
    1,531,200       2,820,100  
                 
Cash flows from investing activities:
               
Proceeds from sale of tangible equipment
          1,400  
Net cash provided by investing activities
          1,400  
                 
Cash flows from financing activities:
               
Distributions to partners
    (1,647,700 )     (2,879,400 )
Net cash used in financing activities
    (1,647,700 )     (2,879,400 )
                 
Net (decrease) increase in cash and cash equivalents
    (116,500 )     (57,900 )
Cash and cash equivalents at beginning of period
    319,500       505,400  
Cash and cash equivalents at end of period
  $ 203,000     $ 447,500  
                 
                 
Supplemental schedule of non-cash investing and financing activities:
               
                 
Assets contributed by managing general partner:
               
Tangible equipment
  $     $ 42,600  
Intangible drilling costs
          30,100  
    $     $ 72,700  

 

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

 
6
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS
June 30, 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 June 30, 2009 and for the three months and six months ended June 30, 2009 and 2008 are unaudited except that the balance sheet at December 31, 2008 is derived from audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. However, in the opinion of management, these interim financial statements include all the necessary adjustments to fairly present the results of the interim periods presented. Management has evaluated subsequent events through August 13, 2009, the date the financial statements were issued. The unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Partnership’s Form 10-K for the year ended December 31, 2008. The results of operations for the three months and six months ended June 30, 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. The Partnership’s financial statements are based on a number of significant estimates, including revenue and expense accruals, depletion, fair value of derivative instruments and the probability of forecasted transactions. Actual results could differ from these estimates.

Accounts Receivable and Allowance for Possible Losses

In evaluating the need for an allowance for possible losses, the Partnership's MGP, performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by review of its customers' credit information. Credit is extended on an unsecured basis to many of its energy customers. At June 30, 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 $489,900 at June 30, 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)
June 30, 2009
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Oil and Gas Properties

The Partnership follows the successful efforts method of accounting for oil and gas producing activities. Oil and gas properties are recorded at cost. Depletion is 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:
 
June 30,
   
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
    (33,921,500 )     (33,427,200 )
    $ 11,163,700     $ 11,658,000  

 
Recently Adopted and Issued Financial Accounting Standards

In June 2009, the FASB issued Statement No. 165, Subsequent Events (“SFAS No. 165”). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 requires management of a reporting entity to evaluate events or transactions that may occur after the balance sheet date for potential recognition or disclosure in the financial statements and provides guidance for disclosures that an entity should make about those events. SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009 and shall be applied prospectively. The Partnership adopted the requirements of SFAS No. 165 on April 1, 2009 and its adoption did not have a material impact on its financial position or results of operations.

In June 2009, the FASB issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – A Replacement of FASB Statement No. 162 (“SFAS No. 168”). SFAS No. 168 establishes the FASB Accounting Standards Codification (“Codification”) as the single source of authoritative U.S. generally accepted accounting principles recognized by the FASB to be applied by nongovernmental entities. The Codification supersedes all existing non-Securities and Exchange Commission accounting and reporting standards. Following SFAS No. 168, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the Codification. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Partnership will apply the requirements of SFAS No. 168 to its financial statements and will update its disclosure references to the new FASB codification for the interim period ended September 30, 2009 and does not expect it to have a material impact on its financial position or results of operations.


 
8
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2009
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Adopted and Issued Financial Accounting Standards (Continued)

In April 2009, the Financial Accounting Standards Board, (“FASB”) issued Staff Position 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS 157-4”). FSP FAS 157-4 applies to all fair value measurements and provides additional clarification on estimating fair value when the market activity for an asset has declined significantly. FSP FAS 157-4 also requires an entity to disclose a change in valuation technique and related inputs to the valuation calculation and to quantify its effects, if practicable. FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Partnership adopted the requirements of FSP FAS 157-4 on April 1, 2009 and its adoption did not have a material impact on its financial position or results of operations.

In April 2009, the FASB issued Staff Position 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 require an entity to provide disclosures about fair value of financial instruments in interim financial information. In addition, an entity shall disclose in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting periods the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position. FSP FAS 107-1 APB 28-1 is effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Partnership adopted the requirements of FSP FAS 107-1 APB 28-1 on April 1, 2009 and its adoption did not have a material impact on its financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, - an amendment of FASB Statement No. 133 (“SFAS No. 161”). SFAS No. 161 amends the requirement of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”), to require enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedge items are accounted for under SFAS No. 133 and its related interpretations and how derivative instruments and related hedge items affect an entity’s financial position, financial performance and cash flows. The Partnership adopted the requirements of SFAS No. 161 on January 1, 2009 and it did not have a material impact on its financial position or results of operations (See Note 5).

Modernization of Oil and Gas Reporting

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

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

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

 
9
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2009
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Modernization of Oil and Gas Reporting (Continued)

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

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

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

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

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

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

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

·  
Administrative costs which are included in general and administrative expenses in the Partnership’s Statements of Net Earnings are payable at $75 per well per month. Administrative costs incurred for both the three months and six months ended June 30, 2009 and 2008 were $27,600 and $55,200, respectively.

·  
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 and six months ended June 30, 2009 were $115,200 and $230,800, respectively. Well supervision fees incurred for the three months and six months ended June 30, 2008 were $116,200 and $231,500, respectively.

·  
Transportation fees which are included in production expenses in the Partnership’s Statements of Net Earnings are generally payable at 13% of the natural gas sales price. Transportation fees incurred for the three months and six months ended June 30, 2009 were $77,600 and $187,500, respectively. Transportation fees incurred for the three months and six months ended June 30, 2008 were $196,900 and $451,000, 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 six months ended June 30, 2008 were $72,700.

 
10
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2009
(Unaudited)

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

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 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 (loss) 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 hedges. A reconciliation of the Partnership’s comprehensive loss for the periods indicated is as follows:

 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
Net (loss) earnings
  $ (70,600 )   $ 472,300     $ 79,000     $ 964,600  
Other comprehensive loss:
                               
Unrealized holding gain (loss) on hedging contracts
    1,500       (2,710,900 )     (214,600 )     (4,583,800 )
Less: reclassification adjustment for (gains) losses realized in net earnings
    (26,700 )     21,000       32,800       (179,600 )
Total other comprehensive loss
    (25,200 )     (2,689,900 )     (181,800 )     (4,763,400 )
Comprehensive loss
  $ (95,800 )   $ (2,217,600 )   $ (102,800 )   $ (3,798,800 )

 
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 June 30, 2009 and December 31, 2008, as well as the gain or loss recognized for the three months and six months ended June 30, 2009 and 2008, respectively. There were no gains or losses recognized in income for ineffective derivative instruments for the three months and six months ended June 30, 2009 and 2008, respectively.

 
11
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 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
 
June 30,
   
December 31,
 
Balance Sheet
 
June 30,
   
December 31,
 
Hedging Relationships
 
Location
 
2009
   
2008
 
Location
 
2009
   
2008
 
                   
                               
Commodity contracts:
 
Current assets
  $ 599,000     $ 1,089,000  
Current liabilities
  $ (1,900 )   $ (94,800 )
   
Long-term assets
    360,200       698,800  
Long-term liabilities
    (90,500 )     (85,300 )
                                       
Total derivatives under SFAS No. 133
  $ 959,200     $ 1,787,800       $ (92,400 )   $ (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
 
June 30,
   
June 30,
 
OCI into Income
 
June 30,
   
June 30,
 
Hedging Relationship
 
2009
   
2008
 
(Effective Portion)
 
2009
   
2008
 
               
Commodity contracts
  $ 1,500     $ (2,710,900 )
Natural gas and oil revenue
  $ 26,700     $ (21,000 )
 
 
Derivatives in
 
Gain/(Loss)
Recognized in OCI on Derivative
(Effective Portion)
Six Months Ended
 
Location of Gain/(Loss)
Reclassified from Accumulated
 
Gain/(Loss)
Reclassified from OCI into Income
(Effective Portion)
Six Months Ended
 
SFAS 133 Cash Flow
 
June 30,
   
June 30,
 
OCI into Income
 
June 30,
   
June 30,
 
Hedging Relationship
 
2009
   
2008
 
(Effective Portion)
 
2009
   
2008
 
               
Commodity contracts
  $ (214,600 )   $ (4,583,800 )
Natural gas and oil revenue
  $ (32,800 )   $ 179,600  

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 June 30, 2009, the Partnership reflected a net hedge asset on its Balance Sheets of $866,800, however unrealized gains of $1,048,600 resulting from impairment charges of the Partnership’s oil and gas properties for the year ended December 31, 2008 results in a net unrealized accumulated loss of $181,800. Of the remaining $181,800 net unrealized loss in accumulated other comprehensive loss at June 30, 2009, if the fair values of the instruments remain at current market values, the Partnership will reclassify net losses of $7,400 of its Statements of Net Earnings over the next twelve month period as these contracts settle, and net losses of $174,400 in later periods. Actual amounts that will be reclassified will vary as a result of future price changes. Ineffective hedge gains or losses are recorded within the Statements of Net Earnings while the hedge contract is open and may increase or decrease until settlement of the contract. The Partnership recognized no gains or losses during the three months and six months ended June 30, 2009 and 2008 for hedge ineffectiveness or as a result of the discontinuance of cash flow hedges.

 
12
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2009
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

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

Natural Gas Fixed Price Swaps
                     
Production
         
Average
       
Period Ending
   
Volumes
   
Fixed Price
   
Fair Value
 
December 31,
   
(MMbtu) (1)
   
(per MMbtu)
   
Asset (2)
 
                     
2009
      112,600     $ 8.04     $ 413,700  
2010
      155,400       7.71       256,200  
2011
      94,800       7.04       76,000  
2012
      83,600       7.22       45,900  
2013
      39,900       7.13       300  
                      $ 792,100  

Natural Gas Costless Collars
                       
Production
           
Average
   
Fair Value
 
Period Ending
 
Option
 
Volumes
   
Floor & Cap
   
Asset
 
December 31,
 
Type
 
(MMbtu) (1)
   
(per MMbtu)
   
(Liability) (2)
 
                       
2009
 
Puts purchased
    600     $ 11.00     $ 4,100  
2009
 
Calls sold
    600       15.35        
2010
 
Puts purchased
    16,200       7.84       32,200  
2010
 
Calls sold
    16,200       9.01        
2011
 
Puts purchased
    42,900       6.52       25,700  
2011
 
Calls sold
    42,900       7.67        
2012
 
Puts purchased
    16,300       6.51        
2012
 
Calls sold
    16,300       7.72       (2,700 )
2013
 
Puts purchased
    20,300       6.52        
2013
 
Calls sold
    20,300       7.81       (6,300 )
                        $ 53,000  

Crude Oil Fixed Price Swaps
                     
Production
         
Average
       
Period Ending
   
Volumes
   
Fixed Price
   
Fair Value
 
December 31,
   
(Bbl)
   
(per Bbl)
   
Asset (3)
 
                     
2009
      200     $ 99.50     $ 4,400  
2010
      200       97.40       5,000  
2011
      200       77.46       3,300  
2012
      100       76.86       2,100  
2013
      100       77.36       600  
                      $ 15,400  


 
13
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2009
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

Crude Oil Costless Collars
                       
Production
           
Average
       
Period Ending
 
Option
 
Volumes
   
Floor & Cap
   
Fair Value
 
December 31,
 
Type
 
(Bbl)
   
(per Bbl)
   
Asset (3)
 
                       
2009
 
Puts purchased
    100     $ 85.00     $ 1,400  
2009
 
Calls sold
    100       116.88        
2010
 
Puts purchased
    100       85.00       2,100  
2010
 
Calls sold
    100       112.92        
2011
 
Puts purchased
    100       67.22       1,500  
2011
 
Calls sold
    100       89.44        
2012
 
Puts purchased
    100       65.51       1,000  
2012
 
Calls sold
    100       91.45        
2013
 
Puts purchased
    100       65.36       300  
2013
 
Calls sold
    100       93.44        
                        $ 6,300  
                             
               
Total Net Asset
    $ 866,800  
_____________

(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.

 
14
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 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 June 30, 2009.

   
Fair Value Measurements at June 30, 2009 Using
 
   
Quoted prices
   
Significant other
   
Significant
 
   
in active
   
observable
   
unobservable
 
   
markets
   
inputs
   
inputs
 
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
                   
Commodity-based derivatives                                                          
  $     $ 866,800     $  
                         
Total                                                          
  $     $ 866,800     $  

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. There was no impairment charge for the three months and six months ended June 30, 2009 and 2008, respectively, however the Partnership recorded an impairment of $18,400,600 for the year ended December 31, 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 and six months ended June 30, 2009 and 2008, respectively.

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.


 
15
 
 


ATLAS AMERICA SERIES 26-2005 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2009
(Unaudited)

NOTE 7 – ASSET RETIREMENT OBLIGATION (Continued)

A reconciliation of the Partnership’s liability for plugging and abandonment costs for the periods indicated is as follows:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
Asset retirement obligation at beginning of period
  $ 1,316,100     $ 1,095,000     $ 1,296,600     $ 1,078,800  
Accretion expense
    19,400       16,200       38,900       32,400  
Asset retirement obligation at end of period
  $ 1,335,500     $ 1,111,200     $ 1,335,500     $ 1,111,200  

 
NOTE 8 – COMMITMENTS AND CONTINGENCIES

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

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

ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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 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. Atlas Energy is a subsidiary of Atlas America, Inc. (NASDAQ:ATLS).

 
16
 
 


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

Results of Operations

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
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
                         
Production revenues (in thousands):
                       
Gas
  $ 436     $ 1,540     $ 1,144     $ 3,298  
Oil
    42       135       105       286  
Total
  $ 478     $ 1,675     $ 1,249     $ 3,584  
                                 
Production volumes:
                               
Gas (mcf/day) (1)
    993       1,765       1,084       1,953  
Oil (bbls/day) (1)
    10       14       14       16  
Total (mcfe/day) (1)
    1,053       1,849       1,168       2,049  
                                 
Average sales prices: (2)
                               
Gas (per mcf) (1) (3)
  $ 7.80     $ 9.59     $ 8.57     $ 9.28  
Oil (per bbl) (1) (4)
  $ 54.79     $ 106.24     $ 48.81     $ 95.84  
                                 
Average production costs:
                               
As a percent of revenues
    56 %     23 %     45 %     23 %
Per mcfe (1)
  $ 2.77     $ 2.29     $ 2.63     $ 2.23  
                                 
Depletion per mcfe
  $ 2.33     $ 4.47     $ 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.
(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 gains previously recognized into income and dividing by the total volume for the period. Gas revenue was adjusted for previously recognized gains of $268,800 and $538,000 for the three and six months June 30, 2009.
(4)  
Average oil prices are calculated by including in total revenue gains previously recognized into income and dividing by the total volume for the period. Oil revenue was adjusted for previously recognized gains of $10,100 and $21,100 for the three and six months June 30, 2009.

Natural Gas Revenues. Our natural gas revenues were $436,100 and $1,540,400 for the three months ended June 30, 2009 and 2008, respectively, a decrease of $1,104,300 (72%). The $1,104,300 decrease in natural gas revenues for the three months ended June 30, 2009 as compared to the prior year similar period was attributable to a $673,600 decrease in production volumes and a $430,700 decrease in natural gas sales prices after the effect of financial hedges. Our production volumes decreased to 993 mcf per day for the three months ended June 30, 2009 from 1,765 mcf per day for the three months ended June 30, 2008, a decrease of 772 mcf per day (44%). The overall decrease in natural gas production volumes for the three months ended June 30, 2009 resulted primarily from the normal decline inherent in the life of a well.

 
17
 
 


Our natural gas revenues were $1,144,100 and $3,298,300 for the six months ended June 30, 2009 and 2008, respectively, a decrease of $2,154,200 (65%). The $2,154,200 decrease in natural gas revenues for the six months ended June 30, 2009 as compared to the prior year similar period was attributable to a $1,477,500 decrease in production volumes and a $676,700 decrease in natural gas sales prices after the effect of financial hedges. Our production volumes decreased to 1,084 mcf per day for the six months ended June 30, 2009 from 1,953 mcf per day for the six months ended June 30, 2008, a decrease of 869 mcf per day (44%). The overall decrease in natural gas production volumes for the six months ended June 30, 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 $42,200 and $135,000 for the three months ended June 30, 2009 and 2008, respectively, a decrease of $92,800 (69%). The $92,800 decrease in oil revenues for the three months ended June 30, 2009 as compared to the prior year similar period was attributable to a $59,200 decrease in oil prices and a $33,600 decrease in production volumes. Our production volumes decreased to 10 bbls per day for the three months ended June 30, 2009 from 14 bbls per day for the three months ended June 30, 2008, a decrease of 4 bbls per day (29%).

Our oil revenues were $104,500 and $285,600 for the six months ended June 30, 2009 and 2008, respectively, a decrease of $181,100 (63%). The $181,100 decrease in oil revenues for the six months ended June 30, 2009 as compared to the prior year similar period was attributable to a $142,200 decrease in oil prices and a $38,900 decrease in production volumes. Our production volumes decreased to 14 bbls per day for the six months ended June 30, 2009 from 16 bbls per day for the six months ended June 30, 2008, a decrease of 2 bbls per day (13%).

Expenses.  Production expenses were $265,800 and $386,000 for the three months ended June 30, 2009 and 2008, respectively, a decrease of $120,200 (31%).  Production expenses were $557,400 and $832,800 for the six months ended June 30, 2009 and 2008, respectively, a decrease of $275,400 (33%). These decreases were primarily due to lower transportation fees and other variable expenses as compared to prior year similar period.

Depletion of oil and gas properties as a percentage of oil and gas revenues were 47% and 45% for the three months ended June 30, 2009 and 2008, respectively; and 40% and 46% for the six months ended June 30, 2009 and 2008, respectively. These percentage changes are directly attributable to changes in revenues, oil and gas reserve quantities, product prices, production volumes and changes in the depletable cost basis of oil and gas properties.

General and administrative expenses for the three months ended June 30, 2009 and 2008 were $39,400 and $48,900, respectively, a decrease of $9,500 (19%). For the six months ended June 30, 2009 and 2008 these expenses were $79,000 and $88,500, respectively, a decrease of $9,500 (11%). These expenses include third-party costs for services as well as the monthly administrative fees charged by our MGP. These decreases were primarily due to lower third-party costs as compared to the prior year similar period.

Liquidity and Capital Resources

Cash provided by operating activities decreased $1,288,900 in the six months ended June 30, 2009 to $1,531,200 as compared to $2,820,100 for the six months ended June 30, 2008. This decrease was primarily due to a decrease in net earnings before depletion, net non-cash loss on derivative value and accretion of $1,491,300. In addition, the change in accounts receivable-affiliate increased operating cash flows by $201,300 in the six months ended June 30, 2009 as compared to the six months ended June 30, 2008.

 
18
 
 


Cash provided by investing activities were $1,400 for the six months ended June 30, 2008, from the sale of tangible equipment.

Cash used in financing activities decreased $1,231,700 during the six months ended June 30, 2009 to $1,647,700 from $2,879,400 for the six months ended June 30, 2008. This decrease was due to a decrease in cash distributions.

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.

Recently Adopted and Issued Financial Accounting Standards

In June 2009, the FASB issued Statement No. 165, Subsequent Events or SFAS No. 165. SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 requires management of a reporting entity to evaluate events or transactions that may occur after the balance sheet date for potential recognition or disclosure in the financial statements and provides guidance for disclosures that an entity should make about those events. SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009 and shall be applied prospectively. We adopted the requirements of SFAS No. 165 on April 1, 2009 and its adoption did not have a material impact on our financial position or results of operations.

 
19
 
 


Recently Adopted and Issued Financial Accounting Standards (Continued)

In June 2009, the FASB issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – A Replacement of FASB Statement No. 162 or SFAS No. 168. SFAS No. 168 establishes the FASB Accounting Standards Codification or Codification as the single source of authoritative U.S. generally accepted accounting principles recognized by the FASB to be applied by nongovernmental entities.  The Codification supersedes all existing non-Securities and Exchange Commission accounting and reporting standards. Following SFAS No. 168, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the Codification. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We will apply the requirements of SFAS No. 168 to our financial statements and will update its disclosure references to the new FASB codification for the interim period ended September 30, 2009 and does not expect it to have a material impact on our financial position or results of operations.

In April 2009, the Financial Accounting Standards Board, or FASB issued Staff Position 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly or FSP FAS 157-4. FSP FAS 157-4 applies to all fair value measurements and provides additional clarification on estimating fair value when the market activity for an asset has declined significantly. FSP FAS 157-4 also requires an entity to disclose a change in valuation technique and related inputs to the valuation calculation and to quantify its effects, if practicable. FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. We adopted the requirements of FSP FAS 157-4 on April 1, 2009 and its adoption did not have a material impact on our financial position or results of operations.

In April 2009, the FASB issued Staff Position 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments or FSP FAS 107-1 and APB 28-1. FSP FAS 107-1 and APB 28-1 require an entity to provide disclosures about fair value of financial instruments in interim financial information. In addition, an entity shall disclose in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting periods the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position. FSP FAS 107-1 APB 28-1 is effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. We adopted the requirements of FSP FAS 107-1 APB 28-1 on April 1, 2009 and its adoption did not have a material impact on our financial position or results of operations.
 
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, - an amendment of FASB Statement No. 133 or SFAS No. 161. SFAS No. 161 amends the requirement of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, or SFAS No. 133, to require enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedge items are accounted for under SFAS No. 133 and its related interpretations and how derivative instruments and related hedge items affect an entity’s financial position, financial performance and cash flows. We adopted the requirements of SFAS No. 161 on January 1, 2009 and its adoption did not have a material impact on our financial position or results of operations (See Note 5).

Modernization of Oil and Gas Reporting

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

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

 
20
 
 


Modernization of Oil and Gas Reporting (Continued)

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

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

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

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

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

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

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

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

 
21
 
 


PART II OTHER INFORMATION

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


 
22
 
 


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: August 13, 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: August 13, 2009
 
By:/s/ Freddie M. Kotek
   
Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive
   
Officer and President
     
     
Date: August 13, 2009
 
By:/s/ Matthew A. Jones
   
Matthew A. Jones, Chief Financial Officer
     
     
Date: August 13, 2009
 
By:/s/ Nancy J. McGurk
   
Nancy J. McGurk, Vice President, Chief Accounting Officer
     
     
     
     
     


 
23
 
 
EX-31.1 2 exhibit31_1.htm EXHIBIT 31.1 exhibit31_1.htm


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 June 30, 2009 of Atlas America Series 26-2005 L.P.;

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)) 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 the 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:
Chief Executive Officer of the Managing General Partner
Date:
August 13, 2009

 
 
 
 

EX-31.2 3 exhibit31_2.htm EXHIBIT 31.2 exhibit31_2.htm


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 June 30, 2009 of Atlas America Series 26-2005 L.P.;

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)) 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 the 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:
August 13, 2009

 
 
 
 

EX-32.1 4 exhibi32_1.htm EXHIBIT 32.1 exhibi32_1.htm


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 Series 26-2005 L.P. (the "Partnership") on Form 10-Q for the period ended June 30, 2009 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:
Chief Executive Officer of the Managing General Partner
Date:
August 13, 2009

 
 
 
 

EX-32.2 5 exhibit32_2.htm EXHIBIT 32.2 exhibit32_2.htm


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 Series 26-2005 L.P. (the "Partnership") on Form 10-Q for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Matthew A. Jones, Chief Financial Officer of the Partnership, 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:
August 13, 2009

 
 
 
 

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