10-Q 1 public15bform10q.htm PUBLIC 15B FORM 10Q FOR PERIOD ENDING 3-31-08 public15bform10q.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, 2008
   
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 0-52168
   
   
 
ATLAS AMERICA PUBLIC #15-2006 (B) L.P.
 
(Name of small business issuer in its charter)
   
   
   
Delaware
20-3208390
(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) 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 is a large 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


 
1
 
 



ATLAS AMERICA PUBLIC #15-2006 (B) 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, 2008 and December 31, 2007
3
       
   
Statements of Net Earnings for the Three Months ended March 31, 2008 and 2007
4
       
   
Statement of Changes in Partners’ Capital for the Three Months ended March 31, 2008
5
       
   
Statements of Cash Flows for the Three Months ended March 31, 2008 and 2007
6
       
   
Notes to Financial Statements
7-14
       
Item 2:
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15-18
       
Item 4:
 
Controls and Procedures                                                                                                                             
19
       
PART II.
 
OTHER INFORMATION
 
       
Item 1:
 
Legal Proceedings                                                                                                                             
19
       
Item 6:
 
Exhibits                                                                                                                             
19
       
SIGNATURES                                                                                                                                                  
20
       
CERTIFICATIONS                                                                                                                                                  
21-24


 
2
 
 


PART I


ITEM 1.   FINANCIAL STATEMENTS




ATLAS AMERICA PUBLIC #15-2006(B) L.P.
BALANCE SHEETS

   
March 31,
   
December 31,
 
   
2008
   
2007
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 2,692,800     $ 2,680,200  
Accounts receivable-affiliate
    7,825,300       8,299,300  
Short-term hedge receivable due from affiliate                              
    24,500       2,492,200  
Total current assets                                                                                              
    10,542,600       13,471,700  
                 
Oil and gas properties, net                                                                                                     
    147,605,400       154,541,600  
Long-term hedge receivable due from affiliate
    196,400       372,600  
    $ 158,344,400     $ 168,385,900  
                 
LIABILITIES AND PARTNERS’ CAPITAL
               
Current liabilities:
               
Accrued liabilities                                                                                                     
  $ 14,400     $ 23,900  
Short-term hedge liability due to affiliate
    4,725,800       58,900  
Total current liabilities                                                                                            
    4,740,200       82,800  
                 
Asset retirement obligation                                                                                                     
    4,113,900       4,070,700  
Long-term hedge liability due to affiliate 
    5,254,300       3,744,200  
                 
Partners’ capital:
               
Managing general partner                                                                                                     
    32,611,300       35,402,400  
Limited partners (14,772.60 units)                                                                                                     
    121,383,900       126,024,100  
Accumulated other comprehensive loss                                                                                                     
    (9,759,200 )     (938,300 )
Total partners' capital                                                                                           
    144,236,000       160,488,200  
    $ 158,344,400     $ 168,385,900  




The accompanying notes are an integral part of these financial statements

 
3
 
 


ATLAS AMERICA PUBLIC #15-2006 (B) L.P.
STATEMENTS OF NET EARNINGS
(Unaudited)

   
Three Months Ended
 
   
March 31,
 
   
2008
   
2007
 
REVENUE
           
Natural gas and oil                                                                                                
  $ 8,973,500     $ 7,018,500  
Interest income                                                                                                
    6,400       13,700  
Total revenues                                                                                        
    8,979,900       7,032,200  
                 
COSTS AND EXPENSES
               
Production                                                                                                
    1,947,800       1,250,300  
Depletion                                                                                                
    5,124,500       4,280,100  
Accretion of asset retirement obligation                                                                                                
    43,200       61,400  
General and administrative                                                                                                
    129,000       94,100  
Total expenses                                                                                        
    7,244,500       5,685,900  
Net earnings                                                                                                
  $ 1,735,400     $ 1,346,300  
                 
Allocation of net earnings:
               
Managing general partner                                                                                                
  $ 1,537,500     $ 1,297,900  
Limited partners                                                                                                
  $ 197,900     $ 48,400  
Net earnings per limited partnership unit                                                                                                
  $ 13     $ 3  







The accompanying notes are an integral part of these financial statements

 
4
 
 


ATLAS AMERICA PUBLIC #15-2006 (B) L.P.
STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
FOR THE THREE MONTHS ENDED March 31, 2008
(Unaudited)

               
Accumulated
       
   
Managing
         
Other
       
   
General
   
Limited
   
Comprehensive
       
   
Partner
   
Partners
   
Loss
   
Total
 
                         
Balance at January 1, 2008
  $ 35,402,400     $ 126,024,100     $ (938,300 )   $ 160,488,200  
                                 
Participation in revenues and expenses:
                               
Net production revenues                                                       
    2,404,200       4,621,500             7,025,700  
Interest income                                                       
    2,200       4,200             6,400  
Depletion                                                       
    (809,900 )     (4,314,600 )           (5,124,500 )
General and administrative                                                       
    (44,200 )     (84,800 )           (129,000 )
Accretion of asset retirement obligation
    (14,800 )     (28,400 )           (43,200 )
Net earnings                                                 
    1,537,500       197,900             1,735,400  
                                 
Other comprehensive loss                                                            
                (8,820,900 )     (8,820,900 )
                                 
MGP asset received                                                
    (1,811,700 )                 (1,811,700 )
                                 
Distributions to partners                                                            
    (2,516,900 )     (4,838,100 )           (7,355,000 )
                                 
Balance at March 31, 2008
  $ 32,611,300     $ 121,383,900     $ (9,759,200 )   $ 144,236,000  






The accompanying notes are an integral part of these financial statements

 
5
 
 



ATLAS AMERICA PUBLIC #15-2006(B) L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)

   
Three Months Ended
 
   
March 31,
 
   
2008
   
2007
 
             
Cash flows from operating activities:
           
Net earnings                                                                                                         
  $ 1,735,400     $ 1,346,300  
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depletion
    5,124,500       4,280,100  
Accretion of asset retirement obligation
    43,200       61,400  
Decrease (increase) in accounts receivable – affiliate
    474,000       (3,650,400 )
(Decrease) increase in accrued liabilities
    (9,500 )     10,800  
Net cash provided by operating activities
    7,367,600       2,048,200  
                 
                 
Cash flows from financing activities:
               
Distributions to partners
    (7,355,000 )     (3,340,100 )
Net cash used in financing activities
    (7,355,000 )     (3,340,100 )
                 
Net increase (decrease) in cash and cash equivalents
    12,600       (1,291,900 )
Cash and cash equivalents at beginning of period
    2,680,200       1,305,800  
Cash and cash equivalents at end of period         
  $ 2,692,800     $ 13,900  
                 
                 
Supplemental schedule of non-cash investing and financing activities:
               
                 
Assets contributed and received by managing general partner:
               
Tangible equipment
  $ 196,500     $ 4,164,700  
Lease costs
          544,600  
Intangible drilling costs
    (2,008,200 )      
    $ (1,811,700 )   $ 4,709,300  
                 
Asset retirement obligation
  $     $ 647,800  


The accompanying notes are an integral part of these financial statements

 
6
 
 


ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 2008
(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

Atlas America Public #15-2006 (B) L.P. (the "Partnership") is a Delaware Limited Partnership which includes Atlas Resources, LLC of Pittsburgh, Pennsylvania, as Managing General Partner ("MGP") and Operator, and 4,122 Limited Partners. The Partnership was formed on May 9, 2006 to drill and operate gas wells located primarily in western Pennsylvania, Ohio 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, 2008 and for the three months ended March 31, 2008 and 2007 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 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-KSB for the year ended December 31, 2007.  The results of operations for the three months ended March 31, 2008 may not necessarily be indicative of the results of operations for the year ended December 31, 2008.

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 annual report on Form 10-KSB for the year ended December 31, 2007 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, 2008 and December 31, 2007, the Partnership's MGP’s credit evaluation indicated that the Partnership has 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 $5,221,100 at March 31, 2008 and $5,757,100 at December 31, 2007, which are included in Accounts receivable-affiliate on the Partnership's Balance Sheets.

 
7
 
 


ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property, Plant and Equipment

Property, plant and equipment are stated at cost.  Depletion is based on cost less estimated salvage value primarily using the unit-of-production method over the assets’ estimated useful lives.  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,
 
   
2008
   
2007
 
Natural gas and oil properties:
           
Proved properties:
           
Leasehold interests
  $ 4,222,100     $ 4,222,100  
Wells and related equipment
    182,501,600       184,313,300  
      186,723,700       188,535,400  
                 
Accumulated depletion of oil and gas properties                                                                                              
    (39,118,300 )     (33,993,800 )
    $ 147,605,400     $ 154,541,600  

Recently Issued Financial Accounting Standards

In March 2008, the Financial Accounting Standards Board, (“FASB”) issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, (“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 is currently evaluating whether the adoption of SFAS 161 will have an impact on its financial position or results of operations.

In April 2007, the FASB issued FASB Staff Position FIN 39-1 amendment of FASB Interpretation No. 39, “Offsetting of Amounts Related to Certain Contracts” (“FSP FIN 39-1”). FSP FIN 39-1 amends FIN 39, which allows an entity to offset fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against fair value amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement. FSP FIN 39-1 was effective for the Partnership on January 1, 2008. The adoption of FSP FIN 39-1 did not have a material impact on the Partnership’s financial position or results of operations.

 
8
 
 


ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Financial Accounting Standards (Continued)

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure eligible financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The statement was effective for the Partnership as of January 1, 2008. The adoption of SFAS 159 did not have a material impact on the Partnership’s financial position or results of operations.

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 Final FASB Staff Position, (“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. FSP FAS 157-2 also covers interim periods within the fiscal years for items within its scope. The delay is intended to allow the FASB and its constituents the time to consider the various implementation issues associated with SFAS 157. SFAS 157 was effective for the Partnership as of January 1, 2008. The adoption of SFAS 157 did not have a material impact on the Partnership’s financial position or results of operations.

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 the three months ended March 31, 2008 and 2007 were $110,400 and $75,200, respectively.

·  
Monthly well supervision fees which are included in production expenses in the Partnership’s Statements of Net Earnings are payable at $296 and $285 per well per month in 2008 and 2007 respectively, for operating and maintaining the wells.  Well supervision fees incurred for the three months ended March 31, 2008 and 2007 were $436,500 and $285,700, respectively.

·  
Transportation fees which are included in production expenses in the Partnership’s Statements of Net Earnings are generally at 13% of the natural gas sales price.  Transportation fees incurred for the three months ended March 31, 2008 and 2007 were $1,196,300 and $783,000, respectively.

 
9
 
 


ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

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

·  
Assets received by the MGP which are disclosed on the Partnership's Statements of Cash Flows as a non-cash activity for the three months ended March 31, 2008 were $1,811,700. Assets contributed from the MGP which are disclosed on the Partnership's Statements of Cash Flows as a non-cash activity of the three months ended March 31, 2007 were $4,709,300.


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 revenues to the investor partners (March 2007).  Since inception of the program, the MGP has not been required to subordinate any of its revenues 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 unrealized hedging contracts related to commodity derivatives. Comprehensive loss for the Partnership is as follows for the periods indicated:

   
Three Months Ended
 
   
March 31,
 
   
2008
   
2007
 
             
Net earnings                                                                                         
  $ 1,735,400     $ 1,346,300  
Other comprehensive loss:
               
Unrealized holding loss on hedging contracts                                                                                         
    (7,946,500 )     (2,840,900 )
Less: reclassification adjustment for gains realized in net earnings
    (874,400 )     (728,900 )
Total other comprehensive loss                                                                                         
    (8,820,900 )     (3,569,800 )
Comprehensive loss                                                                                         
  $ (7,085,500 )   $ (2,223,500 )

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.

 
10
 
 


ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

Atlas Energy on behalf of the Partnership from time to time enters into natural gas and oil futures option and collar contracts to hedge exposure to changes in natural gas and oil prices. At any point in time, such contracts may include regulated New York Mercantile Exchange (“NYMEX”) futures and options contracts and non-regulated over-the-counter futures contracts with qualified counterparties. NYMEX contracts are generally settled with offsetting positions, but may be settled by the delivery of natural gas and oil. 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, 2008, Atlas Energy had allocated natural gas futures contracts to the Partnership related to natural gas sales covering 9,020,300 dekatherms (“Dth”) of gas, maturing through March 31, 2013, at an average settlement price of $8.29 per Dth. In addition, Atlas Energy had allocated oil futures contracts to the Partnership related to oil sales covering 41,800 barrels (“Bbls”) of oil, maturing through March 31, 2013 at an average settlement price of $99.43 per Bbl. At March 31, 2008, the Partnership reflected a net hedge liability on its Balance Sheets of $9,759,200.  Of the $9,759,200 net loss in accumulated other comprehensive loss at March 31, 2008, if the fair values of the instruments remain at current market values, the Partnership will reclassify $4,701,300 of net losses to its Statements of Net Earnings over the next twelve month period as these contracts expire, and $5,057,900 of net losses in later periods.  Actual amounts that will be reclassified will vary as a result of future price changes. The Partnership realized gains of $874,400 and $728,900 for the three month periods ended March 31, 2008 and 2007, respectively in oil and gas revenues within its Statements of Net Earnings related to the settlement of qualifying hedge instruments. 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, 2008 and 2007 for hedge ineffectiveness or as a result of the discontinuance of cash flow hedges.

As of March 31, 2008, Atlas Energy had allocated to the Partnership the following natural gas and oil hedge contracts:

Natural Gas Fixed Price Swaps
                 
                   
Production
       
Average
   
Fair Value
 
Period Ending
 
Volumes
   
Fixed Price
   
Asset/
 
December 31,
 
(MMbtu) (1)
   
(per MMbtu)
   
(Liability) (2)
 
                   
2008
    2,033,300     $ 8.81     $ (2,924,900 )
2009
    2,513,900       8.42       (3,124,200 )
2010
    1,478,700       7.80       (1,698,200 )
2011
    739,400       7.51       (825,800 )
2012
    492,900       8.65       (14,200 )
2013
    123,200       8.73       (9,700 )
                    $ (8,597,000 )


 
11
 
 


ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

Natural Gas Costless Collars
                     
                       
Production
           
Average
   
Fair Value
 
Period Ending
 
Option
 
Volumes
   
Floor & Cap
   
Asset/
 
December 31,
 
Type
 
(MMbtu) (1)
   
(per MMbtu)
   
(Liability) (2)
 
                       
2008
 
Puts purchased
    160,200     $ 7.50     $  
2008
 
Calls sold
    160,200       9.40       (194,800 )
2010
 
Puts purchased
    394,300       7.75        
2010
 
Calls sold
    394,300       8.75       (281,300 )
2011
 
Puts purchased
    985,800       7.50        
2011
 
Calls sold
    985,800       8.45       (680,200 )
2012
 
Puts purchased
    98,600       7.00        
2012
 
Calls sold
    98,600       8.37       (86,800 )
                        $ (1,243,100 )

Crude Oil Fixed Price Swaps
                 
                   
Production
       
Average
   
Fair Value
 
Period Ending
 
Volumes
   
Fixed Price
   
Asset/
 
December 31,
 
(Bbl)
   
(per Bbl)
   
(Liability) (2)
 
                   
2008
    4,500     $ 103.25     $ 17,100  
2009
    4,900       99.03       16,000  
2010
    4,300       96.52       10,500  
2011
    3,400       95.79       7,100  
2012
    3,000       95.35       4,800  
2013
    800       95.35       1,300  
                    $ 56,800  


 
12
 
 


ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

Crude Oil Costless Collars
                     
                       
Production
           
Average
   
Fair Value
 
Period Ending
 
Option
 
Volumes
   
Floor & Cap
   
Asset/
 
December 31,
 
Type
 
(Bbl)
   
(per Bbl)
   
(Liability) (2)
 
                       
2008
 
Puts purchased
    4,200     $ 85.00     $ 2,200  
2008
 
Calls sold
    4,200       127.13        
2009
 
Puts purchased
    5,000       85.00       6,800  
2009
 
Calls sold
    5,000       118.63        
2010
 
Puts purchased
    4,300       85.00       6,000  
2010
 
Calls sold
    4,300       112.92        
2011
 
Puts purchased
    3,700       85.00       4,700  
2011
 
Calls sold
    3,700       110.81        
2012
 
Puts purchased
    2,900       85.00       3,500  
2012
 
Calls sold
    2,900       110.06        
2013
 
Puts purchased
    800       85.00       900  
2013
 
Calls sold
    800       110.09        
                        $ 24,100  
                             
               
Total Net Liability
    $ (9,759,200 )
____________

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

The following table sets forth the book and estimated fair values of derivative instruments at the dates indicated:

   
March 31, 2008
   
December 31, 2007
 
   
Book Value
   
Fair Value
   
Book Value
   
Fair Value
 
Assets
                       
Derivative instruments                                            
  $ 220,900     $ 220,900     $ 2,864,800     $ 2,864,800  
    $ 220,900     $ 220,900     $ 2,864,800     $ 2,864,800  
Liabilities
                               
Derivative instruments                                            
  $ (9,980,100 )   $ (9,980,100 )   $ (3,803,100 )   $ (3,803,100 )
    $ (9,759,200 )   $ (9,759,200 )   $ (938,300 )   $ (938,300 )

Fair Value of Financial Instruments

The Partnership adopted the provisions of SFAS 157 at January 1, 2008. 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. SFAS 157’s hierarchy defines three levels of inputs that may be used to measure fair value:

Level 1– Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

 
13
 
 


ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

Fair Value of Financial Instruments (Continued)

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.

The Partnership uses the fair value methodology outlined in SFAS 157 to value the assets and liabilities for its outstanding derivative contracts. 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, 2008.

   
Fair Value Measurements at March 31, 2008 Using
 
   
Quoted prices
   
Significant other
   
Significant
 
   
in active
   
observable
   
unobservable
 
   
markets
   
inputs
   
inputs
 
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
                   
Commodity-based derivatives
  $     $ (9,759,200 )   $  
                         
Total                                                     
  $     $ (9,759,200 )   $  

NOTE 6 – 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 ("SFAS 143"), Accounting for Asset Retirement Obligations and Financial Accounting Standards Board ("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 are as follows:

   
Three Months Ended
 
   
March 31,
 
   
2008
   
2007
 
             
Asset retirement obligation at beginning of period                                                                                            
  $ 4,070,700     $ 3,653,400  
Liabilities incurred from drilling wells                                                                                            
          647,800  
Accretion expense                                                                                            
    43,200       61,400  
Asset retirement obligation at end of period                                                                                            
  $ 4,113,900     $ 4,362,600  


 
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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 9, 2006, with Atlas Resources, LLC as our Managing General Partner, or MGP, to drill natural gas 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.

 
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Results of Operations

The following table sets forth information relating to our production revenues, volumes, sales prices, production costs and depletion during the periods indicated:

   
Three Months Ended
 
   
March 31,
 
   
2008
   
2007
 
             
Production revenues (in thousands):
           
Gas                                                                                      
  $ 8,540     $ 6,953  
Oil                                                                                      
  $ 434     $ 66  
Total                                                                                      
  $ 8,974     $ 7,019  
                 
Production volumes:
               
Gas (mcf/day) (2)                                                                                      
    10,922       8,965  
Oil (bbls/day) (2)                                                                                      
    55       14  
Total (mcfe/day) (2)                                                                                      
    11,252       9,049  
                 
Average sales prices:
               
Gas (per mcf) (1) (2)                                                                                      
  $ 8.59     $ 8.62  
Oil (per bbl) (2)                                                                                      
  $ 86.22     $ 53.90  
                 
Average production costs:
               
As a percent of sales                                                                                      
    22 %     18 %
Per mcfe (2)                                                                                      
  $ 1.90     $ 1.54  
                 
Depletion per mcfe                                                                                           
  $ 5.00     $ 5.26  
_____________

(1)  
The average sales price per mcf before the effects of hedging was $7.71 for the three months ended March 31, 2008 and 2007.
(2)  
“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 $8,540,000 and $6,952,900 for the three months ended March 31, 2008 and 2007, respectively, an increase of $1,587,100 (23%).  This increase was due to an increase in production volumes to 10,922 mcf per day for the three months ended March 31, 2008 from 8,965 mcf per day for the three months ended March 31, 2007, an increase of 1,957 mcf per day (22%), partially offset by a decrease in the average sales price we received for our natural gas to $8.59 for the three months ended March 31, 2008 as compared to $8.62 for the three months ended March 31, 2007, a decrease of $.03. The $1,587,100 increase in gas revenue for the three months ended March 31, 2008 as compared to the prior year period was attributable to a $1,612,200 increase in production volumes, partially offset by a $25,100 decrease in natural gas sale prices.  The overall increase in gas production volumes for the three months ended March 31, 2008 resulted from a majority of our wells being on-line as compared to the prior year similar period.

 
16
 
 


Oil Revenues.  We drill wells primarily to produce natural gas, rather than oil, but some wells have oil production.  Our oil revenues were $433,500 and $65,600 for the three months ended March 31, 2008 and 2007, respectively, an increase of $367,900. This increase was due to an increase in the production volumes to 55 bbl per day for the three months ended March 31, 2008 from 14 bbl per day for the three months ended March 31, 2007, an increase of 41 bbl per day (293%) and an increase in the average sales price we received for our oil to $86.22 for the three months ended March 31, 2008 as compared to $53.90 for the three months ended March 31, 2007, an increase of $32.32 per bbl (60%). The $367,900 increase in oil revenues for the three months ended March 31, 2008 as compared to the prior year similar period was attributable to a $205,400 increase in production volumes and a $162,500 increase in oil prices.

Expenses.  Production expenses were $1,947,800 and $1,250,300 for the three months ended March 31, 2008 and 2007, respectively, an increase of $697,500 (56%). This increase was primarily attributable to increases in transportation fees and well supervision fees, which are affected by an increase in production volumes, due to a majority of our wells being on-line for a full year as compared to the prior period.

Depletion of oil and gas properties as a percentage of oil and gas revenues were 57% and 61% for the three months ended March 31, 2008 and 2007, 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 oil and gas properties.

General and administrative expenses for the three months ended March 31, 2008 and 2007, were $129,000 and $94,100, respectively, an increase of $34,900 (37%). These expenses include third-party costs for services as well as the monthly administrative fees charged by our MGP.  This increase was primarily due to higher administrative fees, due to a majority of our wells being on-line for a full year. In addition to higher audit and tax fees as compared to the prior year period.

Liquidity and Capital Resources

Cash provided by operating activities increased $5,319,400 in the three months ended March 31, 2008 to $7,367,600 as compared to $2,048,200 for the three months ended March 31, 2007. This increase was primarily due to an increase in net earnings before depletion and accretion of $1,215,300 and a decrease in accounts receivable affiliate of $4,124,400 for the current period as compared to the prior year period.

Cash used in financing activities increased $4,014,900 to $7,355,000 during the three months ended March 31, 2008, from $3,340,100 during the three months ended March 31, 2007. This increase was due to higher distributions as a result of an increase in net cash flows.

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 our asset retirement obligations, depletion and certain accrued receivables and liabilities.  We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

 
17
 
 


For a detailed discussion on the application of our remaining policies critical to our business operations and other accounting policies, see Note 2 of the "Notes to Financial Statements" in our Annual Report on Form 10-KSB.

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 revenues to the investor partners (March 2007).  Since inception of the program, the MGP has not been required to subordinate any of its revenues to its limited partners.

Recently Issued Financial Accounting Standards

In March 2008, the Financial Accounting Standards Board or 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 are currently evaluating whether the adoption of SFAS 161 will have an impact on our financial position or results of operations.

In April 2007, the FASB issued FASB Staff Position FIN 39-1 amendment of FASB Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts, or FSP FIN 39-1. FSP FIN 39-1 amends FIN 39, which allows an entity to offset fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against fair value amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement. FSP FIN 39-1 was effective for us on January 1, 2008. The adoption of FSP FIN 39-1 did not have a material impact on our financial position or results of operations.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, or SFAS 159. SFAS 159 permits entities to choose to measure eligible financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The statement was effective for us as of January 1, 2008. The adoption of SFAS 159 did not have a material impact on our financial position or results of operations.

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 Final FASB Staff Position, 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. FSP FAS 157-2 also covers interim periods within the fiscal years for items within its scope. The delay is intended to allow the FASB and its constituents the time to consider the various implementation issues associated with SFAS 157. SFAS 157 was effective for us as of January 1, 2008. The adoption of SFAS 157 did not have a material impact on our financial position or results of operations.

 
18
 
 


ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our MGP’s management, including our MGP’s Chief Executive Officer and Chief Financial Officer, our MGP has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15(e) and Rule 15d-15(e)) as of the end of the period covered by this report and based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective in all material respects, including those to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including our MGP’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely disclosure.  There have been no changes during our last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

Affiliates to 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 Public #15-2006 (B) L.P. (1)
 10.1
   Drilling and Operating Agreement for Atlas America Public #15-2006 (B) L.P. (1)
 31.1
 
Certification Pursuant to Rule 13a-14/15(d)-14
 31.2
 
Certification Pursuant to Rule 13a-14/15(d)-14
 32.1
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
__________

(1)  
Filed on April 17, 2006 in the Form S-1 Registration Statement, dated April 17, 2006, File No. 0-52168.

 
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 Public #15-2006 (B) L.P.
     
     
     
   
Atlas Resources, LLC, Managing General Partner
     
Date:  May 13, 2008
 
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 13, 2008
 
By:/s/ Freddie M. Kotek
   
Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive
   
Officer and President
     
     
Date:  May 13, 2008
 
By:/s/ Matthew A. Jones
   
Matthew A. Jones, Chief Financial Officer
     
     
Date:  May 13, 2008
 
By:/s/ Nancy J. McGurk
   
Nancy J. McGurk, Vice President, Chief Accounting Officer
     
     
     
     
     


 
20