| 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 September 30, 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 0-52615 | ||
| ATLAS AMERICA SERIES 27-2006 L.P. | ||
| (Name of small business issuer in its charter) | ||
| Delaware | 20-5242075 | |
(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 | ||
ATLAS AMERICA SERIES 27-2006 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 September 30, 2008 and December 31, 2007 | 3 | ||
| Statements of Net Earnings for the Three Months and Nine Months ended September 30, 2008 and 2007 | 4 | ||
| Statement of Changes in Partners’ Capital for the Nine Months ended September 30, 2008 | 5 | ||
| Statements of Cash Flows for the Nine Months ended September 30, 2008 and 2007 | 6 | ||
| Notes to Financial Statements | 7-15 | ||
| Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15-19 | |
| Item 4: | Controls and Procedures | 19 | |
| PART II. | OTHER INFORMATION | ||
| Item 1: | Legal Proceedings | 20 | |
| Item 6: | Exhibits | 20 | |
| SIGNATURES | 21 | ||
| CERTIFICATIONS | 22-25 | ||
2
PART I
ITEM 1. FINANCIAL STATEMENTS
ATLAS AMERICA SERIES 27-2006 L.P.
BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2008 | 2007 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 753,500 | $ | 1,142,300 | ||||
| Accounts receivable – affiliate | 2,528,000 | 3,806,400 | ||||||
| Short-term hedge receivable due from affiliate | 814,500 | 1,235,400 | ||||||
| Total current assets | 4,096,000 | 6,184,100 | ||||||
| Oil and gas properties, net | 63,568,100 | 70,039,100 | ||||||
| Long-term hedge receivable due from affiliate | 259,300 | 184,700 | ||||||
| $ | 67,923,400 | $ | 76,407,900 | |||||
| LIABILITIES AND PARTNERS’ CAPITAL | ||||||||
| Current liabilities: | ||||||||
| Accrued liabilities | $ | 20,000 | $ | 27,000 | ||||
| Short-term hedge liability due to affiliate | 64,800 | 29,200 | ||||||
| Total current liabilities | 84,800 | 56,200 | ||||||
| Asset retirement obligation | 1,671,700 | 1,690,100 | ||||||
| Long-term hedge liability due to affiliate | 1,075,700 | 1,856,100 | ||||||
| Partners’ capital: | ||||||||
| Managing general partner | 12,758,200 | 14,585,800 | ||||||
| Limited partners (2,840 units) | 52,399,700 | 58,684,900 | ||||||
| Accumulated other comprehensive loss | (66,700 | ) | (465,200 | ) | ||||
| Total partners' capital | 65,091,200 | 72,805,500 | ||||||
| $ | 67,923,400 | $ | 76,407,900 | |||||
The accompanying notes are an integral part of these financial statements
3
ATLAS AMERICA SERIES 27-2006 L.P.
STATEMENTS OF NET EARNINGS
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| REVENUES | ||||||||||||||||
| Natural gas and oil | $ | 2,303,900 | $ | 5,117,500 | $ | 9,787,300 | $ | 7,898,600 | ||||||||
| Total revenues | 2,303,900 | 5,117,500 | 9,787,300 | 7,898,600 | ||||||||||||
| COSTS AND EXPENSES | ||||||||||||||||
| Production | 344,800 | 1,005,100 | 2,106,600 | 1,564,800 | ||||||||||||
| Depletion | 1,382,900 | 2,847,500 | 6,123,100 | 4,323,700 | ||||||||||||
| General and administrative | 65,300 | 63,900 | 212,500 | 132,100 | ||||||||||||
| Total expenses | 1,793,000 | 3,916,500 | 8,442,200 | 6,020,600 | ||||||||||||
| Net earnings | $ | 510,900 | $ | 1,201,000 | $ | 1,345,100 | $ | 1,878,000 | ||||||||
| Allocation of net earnings (loss): | ||||||||||||||||
| Managing general partner | $ | 394,600 | $ | 925,500 | $ | 1,477,800 | $ | 1,419,300 | ||||||||
| Limited partners | $ | 116,300 | $ | 275,500 | $ | (132,700 | ) | $ | 458,700 | |||||||
| Net earnings (loss) per limited partnership unit | $ | 41 | $ | 97 | $ | (47 | ) | $ | 162 | |||||||
The accompanying notes are an integral part of these financial statements
4
ATLAS AMERICA SERIES 27-2006 L.P.
STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
FOR THE NINE MONTHS ENDED September 30, 2008
(Unaudited)
| Accumulated | ||||||||||||||||
| Managing | Other | |||||||||||||||
| General | Limited | Comprehensive | ||||||||||||||
| Partner | Partners | Income (Loss) | Total | |||||||||||||
| Balance at January 1, 2008 | $ | 14,585,800 | $ | 58,684,900 | $ | (465,200 | ) | $ | 72,805,500 | |||||||
| Participation in revenues and expenses: | ||||||||||||||||
| Net production revenues | 2,503,900 | 5,176,800 | — | 7,680,700 | ||||||||||||
| Depletion, depreciation and amortization | (956,800 | ) | (5,166,300 | ) | — | (6,123,100 | ) | |||||||||
| General and administrative expenses | (69,300 | ) | (143,200 | ) | — | (212,500 | ) | |||||||||
| Net earnings (loss) | 1,477,800 | (132,700 | ) | — | 1,345,100 | |||||||||||
| Other comprehensive income | — | — | 398,500 | 398,500 | ||||||||||||
| Asset contributions | (329,500 | ) | — | — | (329,500 | ) | ||||||||||
| Distributions to partners | (2,975,900 | ) | (6,152,500 | ) | — | (9,128,400 | ) | |||||||||
| Balance at September 30, 2008 | $ | 12,758,200 | $ | 52,399,700 | $ | (66,700 | ) | $ | 65,091,200 | |||||||
The accompanying notes are an integral part of these financial statements
5
ATLAS AMERICA SERIES 27-2006 L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2008 | 2007 | |||||||
| Cash flows from operating activities: | ||||||||
| Net earnings | $ | 1,345,100 | $ | 1,878,000 | ||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||||
| Depletion, depreciation and amortization | 6,123,100 | 4,323,700 | ||||||
| Decrease (increase) in accounts receivable-affiliate | 1,278,400 | (3,775,000 | ) | |||||
| (Decrease) increase in accrued liabilities | (7,000 | ) | 9,900 | |||||
| Net cash provided by operating activities | 8,739,600 | 2,436,600 | ||||||
| Cash flows from financing activities: | ||||||||
| Return of initial cash contributions to MGP | — | (100 | ) | |||||
| Distributions to partners | (9,128,400 | ) | (1,424,300 | ) | ||||
| Net cash used in financing activities | (9,128,400 | ) | (1,424,400 | ) | ||||
| Net (decrease) increase in cash and cash equivalents | (388,800 | ) | 1,012,200 | |||||
| Cash and cash equivalents at beginning of period | 1,142,300 | 100 | ||||||
| Cash and cash equivalents at end of period | $ | 753,500 | $ | 1,012,300 | ||||
| Supplemental schedule of non-cash investing and financing activities: | ||||||||
| Assets contributed by (returned to) managing general partner: | ||||||||
| Tangible equipment | $ | 12,000 | $ | 11,095,800 | ||||
| Lease costs | — | 1,364,600 | ||||||
| Intangible drilling costs | (341,500 | ) | — | |||||
| $ | (329,500 | ) | $ | 12,460,400 | ||||
| Asset retirement obligation | $ | — | $ | 1,299,500 | ||||
The accompanying notes are an integral part of these financial statements
6
ATLAS AMERICA SERIES 27-2006 L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
(Unaudited)
NOTE 1 - DESCRIPTION OF BUSINESS
Atlas America Series 27-2006 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 1,362 subscribers to units as Limited Partners. The Partnership was formed on July 21, 2006 to drill and operate gas wells located in Pennsylvania, New York 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 September 30, 2008 and for the three months and nine months ended September 30, 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 and nine months ended September 30, 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 Form 10-KSB for the year ended December 31, 2007 filed with the Securities and Exchange Commission.
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 September 30, 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.
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.
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 $1,748,500 at September 30, 2008 and $2,686,600 at December 31, 2007, which are included in Accounts receivable-affiliate on the Partnership's Balance Sheets.
7
ATLAS AMERICA SERIES 27-2006 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2008
(Unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Oil and Gas Properties
Oil and gas properties 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: | September 30, | December 31, | ||||||
| 2008 | 2007 | |||||||
| Natural gas and oil properties: | ||||||||
| Proved properties: | ||||||||
| Leasehold interests | $ | 1,727,400 | $ | 1,727,400 | ||||
| Wells and related equipment | 86,315,900 | 86,645,400 | ||||||
| 88,043,300 | 88,372,800 | |||||||
| Accumulated depletion | (24,475,200 | ) | (18,333,700 | ) | ||||
| $ | 63,568,100 | $ | 70,039,100 | |||||
Recently Issued Financial Accounting Standards
In May 2008, the Financial Accounting Standards Board, ("FASB") issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Policies ("SFAS 162"), which reorganizes the GAAP hierarchy. The purpose of the new standard is to improve financial reporting by providing a consistent framework for determining what accounting principles should be used when preparing the U.S. GAAP financial statements. The standard is effective 60 days after the SEC's approval of the PCAOB's amendments to AU Section 411. The adoption of SFAS 162 will not have an impact on the Partnership's financial position or results of operations.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities, (“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.
8
ATLAS AMERICA SERIES 27-2006 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 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 Partnership adopted SFAS 159 at January 1, 2008, and has elected not to apply the fair value option to any of its financial instruments not already carried at fair value in accordance with other accounting standards, and therefore the adoption of SFAS 159 did not impact 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 FSP FAS 157-2, "Effective Date of FASB Statement No. 157,"157-2, (“FSP FAS 157-2”). FSP FAS 157-2, which was effective upon issuance, delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value at least once a year, to fiscal years beginning after November 15, 2008. The deferral applies to nonfinancial assets and liabilities measured at fair value in a business combination; impaired properties, plant and equipment; intangible assets and goodwill; and initial recognition of asset retirement obligations. 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. The Partnership adopted SFAS 157 as of January 1, 2008 with respect to its commodity derivative instruments which are measured at fair value within its financial statements. See Note 5 for disclosures pertaining to the provisions of SFAS 157 with regard to the Partnership’s fair value measurements.
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 and nine months ended September 30, 2008 were $42,400 and $130,100, respectively. Administrative costs incurred for the three months and nine months ended September 30, 2007 were $37,900 and $73,200, respectively. |
| · | Monthly well supervision fees which are included in production expenses in the Partnership’s Statements of Net Earnings are payable at $376 and $362 per well per month in 2008 and 2007, respectively, for operating and maintaining the wells. Well supervision fees incurred, for the three months and nine months ended September 30, 2008 were $212,600 and $652,200, respectively. Well supervision fees incurred, for the three months and nine months ended September 30, 2007 were $182,800 and $353,200, respectively. |
9
ATLAS AMERICA SERIES 27-2006 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2008
(Unaudited)
NOTE 3 - TRANSACTIONS WITH ATLAS RESOURCES, LLC AND ITS AFFILIATES (Continued)
| · | 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 nine months ended September 30, 2008 were $262,200 and $1,057,100, respectively. Transportation fees incurred for the three months and nine months ended September 30, 2007 were $669,300 and $983,900, respectively. |
| · | Assets returned to the MGP which are disclosed on the Partnership's Statements of Cash Flows as a non-cash activity for the nine months ended September 30, 2008 were $329,500. Assets contributed by the MGP which are disclosed on the Partnership's Statements of Cash Flows as a non-cash activity for the nine months ended September 30, 2007 were $12,460,400. |
The MGP and its affiliates perform all administrative and management functions for the Partnership including billing revenues and paying expenses. Accounts receivable-affiliate on the Partnership's Balance Sheets represents the net production revenues due from the MGP.
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 limited partners (July 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 INCOME
Comprehensive income includes net income and all other changes in equity of a business during a period from transactions and other events and circumstances from non-owner sources. These changes, other than net income, are referred to as "other comprehensive income" and, for the Partnership, include changes in the fair value of hedging contracts related to commodity derivatives. Comprehensive income for the Partnership is as follows for the periods indicated:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| Net earnings | $ | 510,900 | $ | 1,201,000 | $ | 1,345,100 | $ | 1,878,000 | ||||||||
| Other comprehensive income: | ||||||||||||||||
| Unrealized holding (loss) gain on hedging contracts | 9,785,700 | 1,208,300 | (57,800 | ) | 1,473,100 | |||||||||||
| Less: reclassification adjustment for losses (gains) realized in net earnings | 848,200 | (457,900 | ) | 456,300 | (580,400 | ) | ||||||||||
| Total other comprehensive income | 10,633,900 | 750,400 | 398,500 | 892,700 | ||||||||||||
| Comprehensive income | $ | 11,144,800 | $ | 1,951,400 | $ | 1,743,600 | $ | 2,770,700 | ||||||||
10
ATLAS AMERICA SERIES 27-2006 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 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 achieve more predictable cash flows by hedging its exposure to changes in natural gas and oil prices. At any point in time, such contracts may include regulated New York Mercantile Exchange (“NYMEX”) futures and options contracts and non-regulated over-the-counter futures contracts with qualified counterparties. NYMEX contracts are generally settled with offsetting positions, but may be settled by the delivery of natural gas. 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.
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.
At September 30, 2008, Atlas Energy had allocated natural gas futures contracts to the Partnership related to natural gas sales covering 3,584,900 dekatherms (“Dth”) of gas, maturing through June 30, 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 5,500 barrels (“Bbls”) of oil, maturing through April 30, 2013, at an average settlement price of $97.62 per Bbl. At September 30, 2008, the Partnership reflected a net hedge liability on its Balance Sheets of $66,700. Of the $66,700 net loss in accumulated other comprehensive loss at September 30, 2008, if the fair values of the instruments remain at current market values, the Partnership will reclassify $749,700 of net gain to its Statements of Net Earnings over the next twelve month period as these contracts expire, and $816,400 of net losses in later periods. Actual amounts that will be reclassified will vary as a result of future price changes. The Partnership realized a loss of $848,200 and a gain of $457,900 for the three months ended September 30, 2008 and 2007, respectively; and a loss of $456,300 and a gain of $580,400 for the nine month periods ended September 30, 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 and nine months ended September 30, 2008 and 2007 for hedge ineffectiveness or as a result of the discontinuance of cash flow hedges.
As of September 30, 2008, Atlas Energy had allocated to the Partnership the following natural gas and oil volumes hedged:
Natural Gas Fixed Price Swaps
| Production | Average | Fair Value | ||||||||||
| Period Ending | Volumes | Fixed Price | Asset | |||||||||
| December 31, | (MMbtu) (1) | (per MMbtu) | (Liability) (3) | |||||||||
| 2008 | 244,200 | $ | 8.88 | $ | 337,800 | |||||||
| 2009 | 1,112,500 | 8.56 | 396,900 | |||||||||
| 2010 | 831,100 | 8.14 | (286,900 | ) | ||||||||
| 2011 | 641,400 | 7.91 | (292,300 | ) | ||||||||
| 2012 | 430,600 | 8.13 | (103,600 | ) | ||||||||
| 2013 | 37,000 | 8.73 | 11,000 | |||||||||
| $ | 62,900 | |||||||||||
11
ATLAS AMERICA SERIES 27-2006 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 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) (3) | ||||||||||
| 2008 | Puts purchased | 9,600 | $ | 7.50 | $ | 2,000 | ||||||||
| 2008 | Calls sold | 9,600 | 9.40 | — | ||||||||||
| 2009 | Puts purchased | 5,900 | 11.00 | 17,600 | ||||||||||
| 2009 | Calls sold | 5,900 | 15.35 | — | ||||||||||
| 2010 | Puts purchased | 77,000 | 7.75 | — | ||||||||||
| 2010 | Calls sold | 77,000 | 8.75 | (14,900 | ) | |||||||||
| 2011 | Puts purchased | 177,800 | 7.50 | — | ||||||||||
| 2011 | Calls sold | 177,800 | 8.45 | (93,900 | ) | |||||||||
| 2012 | Puts purchased | 17,800 | 7.00 | — | ||||||||||
| 2012 | Calls sold | 17,800 | 8.37 | (11,600 | ) | |||||||||
| $ | (100,800 | ) | ||||||||||||
Crude Oil Fixed Price Swaps
| Production | Average | Fair Value | ||||||||||
| Period Ending | Volumes | Fixed Price | Asset | |||||||||
| December 31, | (Bbl) | (per Bbl) | (Liability) (3) | |||||||||
| 2008 | 400 | $ | 103.67 | $ | 800 | |||||||
| 2009 | 900 | 99.92 | (2,400 | ) | ||||||||
| 2010 | 800 | 97.31 | (5,500 | ) | ||||||||
| 2011 | 600 | 96.43 | (5,200 | ) | ||||||||
| 2012 | 500 | 96.00 | (4,500 | ) | ||||||||
| 2013 | 200 | 95.95 | (1,200 | ) | ||||||||
| $ | (18,000 | ) | ||||||||||
12
ATLAS AMERICA SERIES 27-2006 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 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) (3) | ||||||||||
| 2008 | Puts purchased | 200 | $ | 85.00 | $ | — | ||||||||
| 2008 | Calls sold | 200 | 126.44 | — | ||||||||||
| 2009 | Puts purchased | 600 | 85.00 | — | ||||||||||
| 2009 | Calls sold | 600 | 118.63 | (1,400 | ) | |||||||||
| 2010 | Puts purchased | 500 | 85.00 | — | ||||||||||
| 2010 | Calls sold | 500 | 112.92 | (3,000 | ) | |||||||||
| 2011 | Puts purchased | 400 | 85.00 | — | ||||||||||
| 2011 | Calls sold | 400 | 110.81 | (3,100 | ) | |||||||||
| 2012 | Puts purchased | 300 | 85.00 | — | ||||||||||
| 2012 | Calls sold | 300 | 110.06 | (2,600 | ) | |||||||||
| 2013 | Puts purchased | 100 | 85.00 | — | ||||||||||
| 2013 | Calls sold | 100 | 110.09 | (700 | ) | |||||||||
| $ | (10,800 | ) | ||||||||||||
| Total Net Liability | $ | (66,700 | ) | |||||||||||
_____________
| (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. |
The fair value of the derivatives is included on the Partnership's Balance Sheets as follows:
| September 30, | December 31, | |||||||
| 2008 | 2007 | |||||||
| Short-term hedge receivable due from affiliate | $ | 814,500 | $ | 1,235,400 | ||||
| Long-term hedge receivable due from affiliate | 259,300 | 184,700 | ||||||
| Short-term hedge liability due to affiliate | (64,800 | ) | (29,200 | ) | ||||
| Long-term hedge liability due to affiliate | (1,075,700 | ) | (1,856,100 | ) | ||||
| $ | (66,700 | ) | $ | (465,200 | ) | |||
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ATLAS AMERICA SERIES 27-2006 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2008
(Unaudited)
NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)
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.
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 September 30, 2008.
| Fair Value Measurements at September 30, 2008 Using | ||||||||||||
| Quoted prices | Significant other | Significant | ||||||||||
| in active | observable | unobservable | ||||||||||
| markets | inputs | inputs | ||||||||||
| (Level 1) | (Level 2) | (Level 3) | ||||||||||
| Commodity-based derivatives | $ | — | $ | (66,700 | ) | $ | — | |||||
| Total | $ | — | $ | (66,700 | ) | $ | — | |||||
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ATLAS AMERICA SERIES 27-2006 L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2008
(Unaudited)
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, Accounting for Asset Retirement Obligations (“SFAS 143”) and FASB, Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations.
A reconciliation of the Partnership’s liability for plugging and abandonment costs for the periods indicated is as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| Asset retirement obligation at beginning of period | $ | 1,647,700 | $ | 1,681,900 | $ | 1,690,100 | $ | 333,400 | ||||||||
| Liabilities/reduction incurred from drilling wells | — | — | — | 1,299,500 | ||||||||||||
| Accretion expense | 24,000 | 24,500 | (18,400 | ) | 73,500 | |||||||||||
| Asset retirement obligation at end of period | $ | 1,671,700 | $ | 1,706,400 | $ | 1,671,700 | $ | 1,706,400 | ||||||||
The above accretion expense is included in depletion, depreciation and amortization in the Partnership's Statements of Net Earnings.
| 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 July 21, 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.
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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.
Results of Operations
The following table sets forth information relating to our production revenues, volumes, sales prices, production costs and depletion during the periods indicated:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
| Production revenues (in thousands): | ||||||||||||||||
| Gas | $ | 2,224 | $ | 5,032 | $ | 9,521 | $ | 7,780 | ||||||||
| Oil | $ | 80 | $ | 86 | $ | 266 | $ | 119 | ||||||||
| Total | $ | 2,304 | $ | 5,118 | $ | 9,787 | $ | 7,899 | ||||||||
| Production volumes: | ||||||||||||||||
| Gas (mcf/day) (3) | 2,489 | 6,487 | 3,827 | 3,296 | ||||||||||||
| Oil (bbls/day) (3) | 8 | 14 | 10 | 7 | ||||||||||||
| Total (mcfe/day) (3) | 2,537 | 6,571 | 3,887 | 3,338 | ||||||||||||
| Average sales prices: | ||||||||||||||||
| Gas (per mcf) (1) (3) | $ | 9.71 | $ | 8.43 | $ | 9.08 | $ | 8.65 | ||||||||
| Oil (per bbl) (2) (3) | $ | 107.32 | $ | 66.84 | $ | 94.66 | $ | 64.56 | ||||||||
| Average production costs: | ||||||||||||||||
| As a percent of revenues | 15 | % | 20 | % | 22 | % | 20 | % | ||||||||
| Per mcfe (3) | $ | 1.48 | $ | 1.66 | $ | 1.98 | $ | 1.72 | ||||||||
| Depletion per mcfe | $ | 5.82 | $ | 4.67 | $ | 5.76 | $ | 4.67 | ||||||||
_____________
| (1) | The average sales price per mcf before the effects of hedging was $13.38 and $7.66 for the three months ended September 30, 2008 and 2007, respectively; and $9.51 and $8.00 for the nine months ended September 30, 2008 and 2007, respectively. |
| (2) | The average sales price per bbl before the effects of hedging was $118.57 and $97.89 for the three months and nine months ended September 30, 2008, respectively. There was no oil hedging in 2007. |
| (3) | “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 $2,224,400 and $5,031,700 for the three months ended September 30, 2008 and 2007, respectively, a decrease of $2,807,300 (56%). This decrease was due to a decrease in production volumes to 2,489 mcf per day for the three months ended September 30, 2008 from 6,487 mcf per day for the three months ended September 30, 2007, a decrease of 3,998 mcf per day (62%), partially offset by an increase in the average sales price we received for our natural gas to $9.71 for the three months ended September 30, 2008 as compared to $8.43 for the three months ended September 30, 2007, an increase of $1.28 per mcf (15%). The $2,807,300 decrease in natural gas revenues for the three months ended September 30, 2008 as compared to the prior year period was attributable to a $3,101,000 decrease in production volumes, partially offset by a $293,700 increase in natural gas sales prices, which are driven by market conditions. The overall decrease in natural gas production volumes for the three months ended September 30, 2008 resulted from the normal decline inherent in the life of a well.
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Our natural gas revenues were $9,521,400 and $7,779,500 for the nine months ended September 30, 2008 and 2007, respectively, an increase of $1,741,900 (22%). This increase was due to an increase in production volumes to 3,827 mcf per day for the nine months ended September 30, 2008 from 3,296 mcf per day for the nine months ended September 30, 2007, an increase of 531 mcf per day (16%) and an increase in the average sales price we received for our natural gas to $9.08 for the nine months ended September 30, 2008 as compared to $8.65 for the nine months ended September 30, 2007, an increase of $.43 per mcf (5%). The $1,741,900 increase in natural gas revenues for the nine months ended September 30, 2008 as compared to the prior year similar period was attributable to a $1,285,500 increase in production volumes and a $456,400 increase in natural gas sales prices. The overall increase in natural gas production volumes for the nine months ended September 30, 2008 resulted from a majority of our wells being on-line as compared to the prior year similar period.
Oil Revenues. We drill wells primarily to produce natural gas, rather than oil, but some wells have oil production. Our oil revenues were $79,500 and $85,800 for the three months ended September 30, 2008 and 2007, respectively, a decrease of $6,300 (7%). This decrease was due to a decrease in production volumes to 8 bbls per day for the three months ended September 30, 2008 from 14 bbls per day for the three months ended September 30, 2007, a decrease of 6 bbls per day (43%), partially offset by an increase in the average sales price we received for our oil to $107.32 for the three months ended September 30, 2008 as compared to $66.84 for the three months ended September 30, 2007, an increase of $40.48 per bbl (61%). The $6,300 decrease in oil revenues for the three months ended September 30, 2008 as compared to the prior year similar period was attributable to a $36,200 decrease in production volumes, partially offset by a $29,900 increase in oil prices.
Our oil revenues were $265,900 and $119,100 for the nine months ended September 30, 2008 and 2007, respectively, an increase of $146,800 (123%). This increase was due to an increase in the average sales price we received for our oil to $94.66 for the nine months ended September 30, 2008 as compared to $64.56 for the nine months ended September 30, 2007, an increase of $30.10 per bbl (47%) and an increase in production volumes to 10 bbls per day for the nine months ended September 30, 2008 from 7 bbls per day for the nine months ended September 30, 2007, an increase of 3 bbls per day (43%). The $146,800 increase in oil revenues for the nine months ended September 30, 2008 as compared to the prior year similar period was attributable to an $84,600 increase in oil prices and a $62,200 increase in production volumes.
Expenses. Production expenses were $344,800 and $1,005,100 for the three months ended September 30, 2008 and 2007, respectively, a decrease of $660,300 (66%). This decrease was primarily attributable to a decrease in the transportation fees and accrual for the three months ended September 30, 2008 as compared to the prior year similar period. Production expenses were $2,106,600 and $1,564,800 for the nine months ended September 30, 2008 and 2007, respectively, an increase of $541,800 (35%). 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 as compared to the prior year similar period.
During the three months ended September 30, 2008, a correction was made to the transportation expense accrual for our Tennessee operations due to applying an incorrect transportation rate per mcf in the prior periods of the current year. The year-to-date amount of the overstatement was $269,900. As a result, transportation expense was overstated by $225,700 and $44,200 in the three months ended March 31, 2008 and June 30, 2008, respectively.
Depletion of oil and gas properties as a percentage of oil and gas revenues were 60% and 55% for the three months ended September 30, 2008 and 2007, respectively; and 63% and 54% for the nine months ended September 30, 2008 and 2007, respectively. These percentage changes are directly attributable to revenues, oil and gas reserve quantities, product prices, production volumes and changes in the depletable cost basis of our oil and gas properties.
General and administrative expenses for the three months ended September 30, 2008 and 2007, were $65,300 and $63,900, respectively, an increase of $1,400 (2%). For the nine months ended September 30, 2008 and 2007 these expenses were $212,500 and $132,100, respectively, an increase of $80,400 (61%). These expenses include third-party costs for services as well as the monthly administrative fees charged by our MGP. These increases were primarily due to higher administrative fees, due to a majority of our wells being on-line compared to the prior year period.
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Liquidity and Capital Resources
Cash provided by operating activities increased $6,303,000 in the nine months ended September 30, 2008 to $8,739,600 as compared to $2,436,600 for the nine months ended September 30, 2007. This increase was primarily due to an increase in net earnings before depletion of $1,266,500. In addition, the change in accounts receivable affiliate increased operating cash flows by $5,053,400 in the nine months ended September 30, 2008 compared to the nine months ended September 30, 2007.
Cash used in financing activities increased $7,704,000 during the nine months ended September 30, 2008 to $9,128,400 from $1,424,400 for the nine months ended September 30, 2007. This increase was due to higher distributions to partners.
Our MGP may withhold funds for future plugging and abandonment costs. Any additional funds, if required, will be obtained from production revenues or borrowings from our MGP or its affiliates, which are not contractually committed to make loans to us. The amount that we may borrow may not at any time exceed 5% of our total subscriptions, and we will not borrow from third-parties.
We believe that our future cash flows from operations and amounts available from borrowings from our MGP or its affiliates, if any, will be adequate to fund our operations.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. On an on-going basis, we evaluate our estimates, including those related to 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.
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 limited partners (July 2007). Since the 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 May 2008, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, No. 162, The Hierarchy of Generally Accepted Accounting Policies, or SFAS 162, which reorganizes the GAAP hierarchy. The purpose of the new standard is to improve financial reporting by providing a consistent framework for determining what accounting principles should be used when preparing U.S. GAAP financial statements. The standard is effective 60 days after the SEC's approval of the PCAOB's amendments to AU Section 411. The adoption of SFAS 162 will not have an impact on our financial position or results of operations.
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In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities, or SFAS 161, an amendment of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, or SFAS 133. SFAS 161 requires entities to provide qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. The standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged, but not required. SFAS 161 also requires entities to disclose more information about the location and amounts of derivative instruments in financial statements; how derivatives and related hedges are accounted for under SFAS 133 and how the hedges affect the entity’s financial position, financial performance, and cash flows. We are currently evaluating whether the adoption of SFAS 161 will have an 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. We adopted SFAS 159 at January 1, 2008, and have elected not to apply the fair value option to any of our financial instruments not already carried at fair value in accordance with other accounting standards, and therefore the adoption of SFAS 159 did not impact 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 FSP FAS 157-2, "Effective Date of FASB Statement No. 157," 157-2, or FSP FAS 157-2. FSP FAS 157-2, which was effective upon issuance, delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value at least once a year, to fiscal years beginning after November 15, 2008. The deferral applies to nonfinancial assets and liabilities measured at fair value in a business combination; impaired properties, plant and equipment; intangible assets and goodwill; and initial recognition of asset retirement obligations. 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. We adopted SFAS 157 as of January 1, 2008 with respect to our commodity derivative instruments which are measured at fair value within our financial statements. See Note 5 for disclosures pertaining to the provisions of SFAS 157 with regard to our fair value measurements.
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 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 at the reasonable assurance level, 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.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Managing General Partner is not aware of any legal proceedings filed against the Partnership.
Affiliates of the MGP and their subsidiaries are party to various routine legal proceedings arising in the ordinary course of their collective business. The MGP management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the MGP's financial condition or results of operations.
ITEM 6. EXHIBITS
EXHIBIT INDEX
| Exhibit No. | Description | |
| 4.0 | Amended and Restated Certificate and Agreement of Limited Partnership for Atlas America Series 27-2006 L.P. (1) | |
| 10.1 | Drilling and Operating Agreement for Atlas America Series 27-2006 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 30, 2007 in the Form S-1 Registration Statement dated April 30, 2007, File No. 0-52615 |
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SIGNATURES
| Pursuant to the requirements of the Securities of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | ||
| Atlas America Series 27-2006 L.P. | ||
| Atlas Resources, LLC, Managing General Partner | ||
| Date: November 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: November 13, 2008 | By:/s/ Freddie M. Kotek | |
| Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive | ||
| Officer and President | ||
| Date: November 13, 2008 | By:/s/ Matthew A. Jones | |
| Matthew A. Jones, Chief Financial Officer | ||
| Date: November 13, 2008 | By:/s/ Nancy J. McGurk | |
| Nancy J. McGurk, Vice President, Chief Accounting Officer | ||
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