Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2016shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q3 |
Entity Registrant Name | ATLAS RESOURCES SERIES 28-2010 L.P. |
Entity Central Index Key | 1,487,561 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 116,900 | $ 181,200 |
Accounts receivable trade-affiliate | 1,154,300 | 1,068,400 |
Current portion of derivative assets | 83,100 | 799,500 |
Total current assets | 1,354,300 | 2,049,100 |
Gas and oil properties, net | 25,361,900 | 26,622,200 |
Long-term asset retirement receivable-affiliate | 92,600 | 40,400 |
Total assets | 26,808,800 | 28,711,700 |
Current liabilities: | ||
Accrued liabilities | 195,100 | 181,600 |
Put premiums payable-affiliate | 162,700 | |
Total current liabilities | 195,100 | 344,300 |
Asset retirement obligations | 3,920,300 | 3,793,000 |
Commitments and contingencies (Note 6) | ||
Partners’ capital: | ||
Managing general partner’s interest | 3,886,300 | 3,905,600 |
Limited partners’ interest (7,500 units) | 18,806,700 | 20,665,000 |
Accumulated other comprehensive income | 400 | 3,800 |
Total partners’ capital | 22,693,400 | 24,574,400 |
Total liabilities and partners’ capital | $ 26,808,800 | $ 28,711,700 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) | Sep. 30, 2016shares |
Statement Of Financial Position [Abstract] | |
Limited partners' units | 7,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUES | ||||
Natural gas | $ 1,462,500 | $ 1,545,500 | $ 3,771,000 | $ 5,542,800 |
Gain on mark-to-market derivatives | 12,900 | 276,600 | 1,100 | 448,900 |
Total revenues | 1,475,400 | 1,822,100 | 3,772,100 | 5,991,700 |
COSTS AND EXPENSES | ||||
Production | 921,700 | 987,300 | 2,671,300 | 3,339,900 |
Depletion | 418,000 | 602,100 | 1,244,000 | 1,846,400 |
Impairment | 6,320,500 | 6,320,500 | ||
Accretion of asset retirement obligations | 42,500 | 55,000 | 127,300 | 165,000 |
General and administrative | 32,800 | 35,000 | 99,600 | 104,200 |
Total costs and expenses | 1,415,000 | 7,999,900 | 4,142,200 | 11,776,000 |
Operating income (loss) | 60,400 | (6,177,800) | (370,100) | (5,784,300) |
Loss on abandonment of well | (212,000) | (212,000) | ||
Net income (loss) | 60,400 | (6,389,800) | (370,100) | (5,996,300) |
Allocation of net income (loss): | ||||
Managing general partner | 108,200 | (2,193,100) | 134,200 | (1,932,000) |
Limited partners | $ (47,800) | $ (4,196,700) | $ (504,300) | $ (4,064,300) |
Net loss per limited partnership unit | $ (6) | $ (560) | $ (67) | $ (542) |
CONDENSED STATEMENTS OF COMPREH
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 60,400 | $ (6,389,800) | $ (370,100) | $ (5,996,300) |
Other comprehensive loss: | ||||
Difference in estimated hedge receivable | (133,700) | (213,900) | ||
Reclassification adjustment to net income (loss) of mark-to-market gains on cash flow hedges | (1,400) | (16,400) | (3,400) | (42,800) |
Total other comprehensive loss | (1,400) | (150,100) | (3,400) | (256,700) |
Comprehensive income (loss) | $ 59,000 | $ (6,539,900) | $ (373,500) | $ (6,253,000) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN PARTNERS' CAPITAL - 9 months ended Sep. 30, 2016 - USD ($) | Total | Managing General Partner | Limited Partners | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2015 | $ 24,574,400 | $ 3,905,600 | $ 20,665,000 | $ 3,800 |
Participation in revenues, costs and expenses: | ||||
Net production revenues | 1,099,700 | 433,500 | 666,200 | |
Gain on mark-to-market derivatives | 1,100 | 1,100 | ||
Depletion | (1,244,000) | (214,000) | (1,030,000) | |
Accretion of asset retirement obligations | (127,300) | (47,800) | (79,500) | |
General and administrative | (99,600) | (37,500) | (62,100) | |
Net income (loss) | (370,100) | 134,200 | (504,300) | |
Other comprehensive loss | (3,400) | (3,400) | ||
Subordination | (126,700) | 126,700 | ||
Distributions to partners | (1,507,500) | (26,800) | (1,480,700) | |
Ending balance at Sep. 30, 2016 | $ 22,693,400 | $ 3,886,300 | $ 18,806,700 | $ 400 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (370,100) | $ (5,996,300) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depletion | 1,244,000 | 1,846,400 |
Impairment | 6,320,500 | |
Non-cash loss on derivative value | 550,300 | (15,100) |
Accretion of asset retirement obligations | 127,300 | 165,000 |
Loss on abandonment of well | 212,000 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable trade-affiliate | (85,900) | 1,731,100 |
Decrease (increase) in asset retirement receivable-affiliate | (52,200) | 29,000 |
Increase (decrease) in accrued liabilities | 13,500 | (300) |
Asset retirement obligations settled | (481,300) | |
Net cash provided by operating activities | 1,426,900 | 3,911,000 |
Cash flows from investing activities: | ||
Proceeds from the sale of tangible equipment | 16,300 | 71,200 |
Proceeds from the sale of gas and oil properties | 150,000 | |
Net cash provided by investing activities | 16,300 | 221,200 |
Cash flows from financing activities: | ||
Distributions to partners | (1,507,500) | (4,132,200) |
Net cash used in financing activities | (1,507,500) | $ (4,132,200) |
Net change in cash | (64,300) | |
Cash beginning of period | 181,200 | |
Cash at end of period | $ 116,900 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 - DESCRIPTION OF BUSINESS Atlas Resources Series 28-2010 L.P. (the “Partnership”) is a Delaware limited partnership, formed on April 1, 2010 with Atlas Resources, LLC serving as its Managing General Partner and Operator (“Atlas Resources” or the “MGP”). Atlas Resources is an indirect subsidiary of Titan Energy, LLC (“Titan”). Titan is an independent developer and producer of natural gas, crude oil, and natural gas liquids, with operations in basins across the United States. Titan is a leading sponsor and manager of tax-advantaged investment partnerships, in which it co-invests to finance a portion of its natural gas and oil production activities. Atlas Energy Group, LLC (“Atlas Energy Group”; OTC: ATLS) is a publicly traded company and operates Titan and the MGP through a 2% preferred member interest in Titan. The Partnership has drilled and currently operates wells located in Pennsylvania, Tennessee, Indiana and Colorado. We have no employees and rely on our MGP for management, which in turn, relies on Atlas Energy Group for administrative services. The Partnership’s operating cash flows are generated from its wells, which produce natural gas. Produced natural gas is then delivered to market through affiliated and/or third-party gas gathering systems. The Partnership intends to produce its wells until they are depleted or become uneconomical to produce, at which time they will be plugged and abandoned or sold. The Partnership does not expect to drill additional wells and expects no additional funds will be required for drilling. The condensed financial statements, which are unaudited, except for the balance sheet at December 31, 2015, which is derived from audited financial statements, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto presented in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the three and nine months ended September 30, 2016 may not necessarily be indicative of the results of operations for the year ended December 31, 2016. Atlas Resource Partners, L.P. Restructuring and Chapter 11 Bankruptcy Proceedings On July 25, 2016, Atlas Resource Partners, L.P. (“ARP”) and certain of its subsidiaries, including the MGP, and Atlas Energy Group, solely with respect to certain sections thereof, entered into a restructuring support agreement with ARP’s lenders (the “Restructuring Support Agreement”) to support ARP’s restructuring that reduced debt on its balance sheet (the “Restructuring”) pursuant to a pre-packaged plan of reorganization (the “Plan”). On July 27, 2016, ARP and certain of its subsidiaries, including the MGP, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The cases commenced thereby were being jointly administered under the caption “In re: ATLAS RESOURCE PARTNERS, L.P., et al.” ARP and the MGP operated the Partnership’s businesses as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and the orders of the Bankruptcy Court. Under the Plan, all suppliers, vendors, employees, royalty owners, trade partners and landlords were unimpaired and will be satisfied in full in the ordinary course of business, and the MGP’s existing trade contracts and terms were maintained. To assure ordinary course operations, ARP and the MGP obtained interim approval from the Bankruptcy Court on a variety of “first day” motions, including motions seeking authority to use cash collateral on a consensual basis, pay wages and benefits for individuals who provide services to the Partnership, and pay vendors, oil and gas obligations and other creditor claims in the ordinary course of business. The Partnership was not a party to the Restructuring Support Agreement. The ARP Restructuring did not materially impact the MGP or its ability to perform as the managing general partner and operator of the Partnership’s operations. In June 2016, the MGP transferred $380,900 of funds to the Partnership based on projected monthly distributions to its limited partners over the next several months to ensure accessible distribution funding coverage in accordance with the Partnership’s operations and partnership agreements in the event the MGP experienced a prolonged restructuring period as the MGP performs all administrative and management functions for the Partnership. As of September 30, 2016, the Partnership has used these funds for distributions. On July 26, 2016, the MGP adopted certain amendments to our partnership agreement, in accordance with the MGP’s ability to amend our partnership agreement to cure an ambiguity in or correct or supplement any provision of our partnership agreement as may be inconsistent with any other provision, to provide that bankruptcy and insolvency events, such as the MGP’s Chapter 11 filing, with respect to the managing general partner would not cause the managing general partner to cease to serve as the managing general partner of the Partnership nor cause the termination of the Partnership. Atlas Energy Group was not a party to the ARP Restructuring. Atlas Energy Group remains controlled by the same ownership group and management team and thus, the ARP Restructuring did not have a material impact on the ability of Atlas Energy Group management to operate ARP or the other Atlas Energy Group businesses. On August 26, 2016, an order confirming ARP’s Plan was entered by the Bankruptcy Court. On September 1, 2016, ARP’s Plan became effective and ARP emerged as Titan. Liquidity, Capital Resources and Ability to Continue as a Going Concern The Partnership is generally limited to the amount of funds generated by the cash flow from its operations to fund its obligations and make distributions, if any, to its partners. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2016. These lower commodity prices have negatively impacted the Partnership’s revenues, earnings and cash flows. Sustained low commodity prices will have a material and adverse effect on the Partnership’s liquidity position. In addition, the Partnership has experienced significant downward revisions of its natural gas and oil reserves volumes and values due to the declines in commodity prices. The MGP continues to implement various cost saving measures to reduce the Partnership’s operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be strategic in managing the Partnership’s cost structure and, in turn, liquidity to meet its operating needs. To the extent commodity prices remain low or decline further, or the Partnership experiences other disruptions in the industry, the Partnership’s ability to fund its operations and make distributions may be further impacted, and could result in the liquidation of the Partnership’s operations. Historically, there has been no need to borrow funds from the MGP to fund operations as the cash flow from the Partnership’s operations have been adequate to fund its obligations and distributions to its partners. However, the recent significant declines in commodity prices have challenged the Partnership’s ability to fund its operations and may make it uneconomical for the Partnership to produce its wells until they are depleted as the Partnership originally intended. Accordingly, these conditions may raise substantial doubt about the Partnership’s ability to continue as a going concern. If the Partnership is not able to continue as a going concern, the Partnership will liquidate. If the Partnership’s operations are liquidated, a valuation of the Partnership’s assets and liabilities would be determined by an independent expert in accordance with the partnership agreement. It is possible that based on such determination, the Partnership would not be able to make any liquidation distributions to its limited partners. A liquidation could result in the transfer of the post-liquidation assets and liabilities of the Partnership to the MGP and would occur without any further contributions from or distributions to the limited partners. The significant risks and uncertainties related to the Partnership’s ability to fund its operations may raise substantial doubt about the Partnership’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. If the Partnership cannot continue as a going concern, adjustments to the carrying values and classification of the Partnership’s assets and liabilities and the reported amounts of income and expenses could be required and could be material. Liquidity and Capital Resources of the MGP The MGP’s primary sources of liquidity are cash generated from operations, capital raised through its drilling partnership program, and borrowings under its credit facilities. The MGP’s primary cash requirements are operating expenses, debt service including interest, and capital expenditures. The MGP has historically funded its operations, acquisitions and cash distributions primarily through cash generated from operations, amounts available under its credit facilities and equity and debt offerings. The MGP’s future cash flows are subject to a number of variables, including oil and natural gas prices. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2016. These lower commodity prices have negatively impacted the MGP’s revenues, earnings and cash flows. Sustained low commodity prices could have a material and adverse effect on the MGP’s liquidity position. In addition, challenges with the MGP’s ability to raise capital through its drilling partnership program, either as a result of downturn in commodity prices or other difficulties affecting the fundraising channel, could negatively impact the MGP’s ability to remain in compliance with the covenants under its credit facilities. If the MGP is unable to remain in compliance with the covenants under its credit facilities, absent relief from its lenders, as applicable, the MGP may be forced to repay or refinance such indebtedness. Upon the occurrence of an event of default, the lenders under the MGP’s credit facilities, as applicable, could elect to declare all amounts outstanding immediately due and payable and the lenders could terminate all commitments to extend further credit. If an event of default occurs (including if the MGPs’s borrowing base is redetermined below its current outstanding borrowings and they are unable to repay the deficiency or deposit additional collateral to eliminate such deficiency), or if other debt agreements cross-default, and the lenders under the affected debt agreements accelerate the maturity of any loans or other debt outstanding, the MGP will not have sufficient liquidity to repay all of its outstanding indebtedness, and as a result, there would be substantial doubt regarding the MGP’s ability to continue as a going concern. The MGP continually monitors the capital markets and our capital structure and may make changes to its capital structure from time to time, with the goal of maintaining financial flexibility, preserving or improving liquidity, strengthening its balance sheet, meeting its debt service obligations and/or achieving cost efficiency. For example, the MGP could pursue options such as refinancing, restructuring or reorganizing its indebtedness or capital structure or seek to raise additional capital through debt or equity financing to address its liquidity concerns and high debt levels. The MGP also continues to implement various cost saving measures to reduce its capital, operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be opportunistic and aggressive in managing its cost structure and, in turn, its liquidity to meet its capital and operating needs. The MGP cannot provide any assurances that any of these efforts will be successful or will result in cost reductions or cash flows or the timing of any such cost reductions or additional cash flows. It is also possible additional adjustments to the MGP’s plan and outlook may occur based on market conditions and its needs at that time, which could include selling assets, seeking additional partners to develop its assets, and/or reducing its planned capital program. In addition, to the extent commodity prices remain low or decline further, or the MGP experiences disruptions in its longer-term access to or cost of capital, the MGP’s ability to fund future capital expenditures, growth projects or the Partnership’s operations may be further impacted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the Partnership’s condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities that exist at the date of the Partnership’s condensed financial statements, as well as the reported amounts of revenues and costs and expenses during the reporting periods. The Partnership’s condensed financial statements are based on a number of significant estimates, including the revenue and expense accruals, depletion, impairments, fair value of derivative instruments and the probability of forecasted transactions. The natural gas industry principally conducts its business by processing actual transactions as many as 60 days after the month of delivery. Consequently, the most recent two months’ financial results were recorded using estimated volumes and contract market prices. Actual results could differ from those estimates. Gas and The following is a summary of gas and oil properties at the dates indicated: September 30, December 31, Proved properties: Leasehold interests $ 5,301,300 $ 5,301,300 Wells and related equipment 159,420,100 159,436,400 Total natural gas and oil properties 164,721,400 164,737,700 Accumulated depletion and impairment (139,359,500 ) (138,115,500 ) Gas and oil properties, net $ 25,361,900 $ 26,622,200 Recently Issued Accounting Standards In February 2016, the FASB updated the accounting guidance related to leases. The updated accounting guidance requires lessees to recognize a lease asset and liability at the commencement date of all leases (with the exception of short-term leases), initially measured at the present value of the lease payments. The updated guidance is effective for the Partnership as of January 1, 2019 and requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest period presented. The Partnership is currently in the process of determining the impact that the updated accounting guidance will have on its financial statements. In August 2014, the FASB updated the accounting guidance related to the evaluation of whether there is substantial doubt about an entity’s ability to continue as a going concern. The updated accounting guidance requires an entity’s management to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year from the date the financial statements are issued and provide footnote disclosures, if necessary. The updated guidance is effective as of January 1, 2017 and the Partnership is currently in the process of determining the impact of providing the enhanced disclosures, as applicable, within its condensed financial statements. In May 2014, the FASB updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing clearer guidance on when an entity should recognize revenue, and by reducing the number of standards to which an entity has to refer. In July 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The updated accounting guidance provides companies with alternative methods of adoption. The Partnership is currently in the process of determining the impact that the updated accounting guidance will have on its condensed financial statements and its method of adoption. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | NOTE 3 - DERIVATIVE INSTRUMENTS The MGP, on behalf of the Partnership, uses a number of different derivative instruments, principally put contracts, in connection with the partnership’s commodity price risk management activities. The Partnership does not apply hedge accounting to any of its derivative instruments. As a result, gains and losses associated with derivative instruments are recognized in earnings. The Partnership enters into commodity put contracts to achieve more predictable cash flows by hedging the Partnership’s exposure to changes in commodity prices. At any point in time, such contracts may include regulated New York Mercantile Stock 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 physical delivery of the commodity. These contracts have been recorded at their fair values. The Partnership reflected net derivative assets on its balance sheets of $83,100 and $799,500 at September 30, 2016 and December 31, 2015, respectively. The following table summarizes the commodity derivative activity and presentation in the condensed statements of operations for the periods indicated: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Gains reclassified from accumulated other comprehensive income into natural gas and oil revenues $ 1,400 $ 16,400 $ 3,400 $ 42,800 Gains subsequent to hedge accounting recognized in gain on mark-to-market derivatives $ 12,900 $ 276,600 $ 1,100 $ 448,900 At September 30, 2016, the Partnership had the following commodity derivatives: Natural Gas Fixed Price Swaps - Limited Partners Production Volumes Average Fair Value (2) (MMBtu) (1) (per MMBtu) (1) 2016 57,400 $ 4.46 $ 83,100 (1) (2) (3) At September 30, 2016, the MGP had a secured hedge facility agreement with a syndicate of banks under which the Partnership has the ability to enter into derivative contracts to manage its exposure to commodity price movements. Under the MGP’s revolving credit facility, the Partnership is required to utilize this secured hedge facility for future commodity risk management activity. The Partnership’s obligations under the facility are secured by mortgages on its gas and oil properties and first priority security interests in substantially all of its assets and are guaranteed by the MGP. The MGP administers the commodity price risk management activity for the Partnership under the secured hedge facility. The secured hedge facility agreement contains covenants that limit the Partnership’s ability to incur indebtedness, grant liens, make loans or investments, make distributions if a default under the secured hedge facility agreement exists or would result from the distribution, merge into or consolidate with other persons, enter into commodity or interest rate swap agreements that do not conform to specified terms or that exceed specified amounts, or engage in certain asset dispositions, including a sale of all or substantially all of its assets. As of September 30, 2016, only the Partnership’s natural gas swaps are included in the secured hedge facility. An event of default occurred under the secured hedging facility agreement upon the MGP’s filing of voluntary petitions for relief under Chapter 11. The lenders under the secured hedge facility agreed to forbear from exercising remedies in respect of such event of default while the Chapter 11 filings were pending and, upon occurrence of the effective date of the Plan contemplated by the Restructuring Support Agreement, such event of default was no longer be deemed to exist or to continue under the secured hedge facility. In addition, it will be an event of default under the MGP’s revolving credit facility if the MGP breaches an obligation governed by the secured hedge facility, and the effect of such breach is to cause amounts owing under swap agreements governed by the secured hedge facility to become immediately due and payable. Pursuant to the Restructuring Support Agreement, ARP completed the sale of substantially all of its commodity hedge positions on July 25, 2016 and July 26, 2016, which included the put contracts allocated to the Partnership. As of September 30, 2016, the value allocated to the Partnership is $26,600, net of put premiums of $67,600, which is recorded in accounts receivable trade – affiliate. The put contract value, net of the put premiums, was distributed to the partnership in October 2016. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Partnership uses a market approach fair value methodology to value its outstanding derivative contracts Information for assets measured at fair value at September 30, 2016 and December 31, 2015 was as follows: Level 1 Level 2 Level 3 Total As of September 30, 2016 Derivative assets, gross Commodity swaps $ - $ 83,100 $ - $ 83,100 Commodity puts - - - - Total derivative assets, gross $ - $ 83,100 $ - $ 83,100 Level 1 Level 2 Level 3 Total As of December 31, 2015 Derivative assets, gross Commodity swaps $ - $ 447,200 $ - $ 447,200 Commodity puts - 352,300 - 352,300 Total derivative assets, gross $ - $ 799,500 $ - $ 799,500 |
Certain Relationships and Relat
Certain Relationships and Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | NOTE 5 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS The Partnership has entered into the following significant transactions with the MGP and its affiliates as provided under its Partnership Agreement. Administrative costs, which are included in general and administrative expenses in the Partnership’s condensed statements of operations, are payable at $75 per well per month. Monthly well supervision fees, which are included in production expense in the Partnership’s condensed statements of operations, are payable at $975 per well per month for Marcellus wells, $1,500 per well per month for New Albany wells, and for Colorado wells a fee of $400 is charged per well per month for operating and maintaining the wells. The following table provides information with respect to these costs and the periods incurred. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Administrative fees $ 16,300 $ 18,100 $ 49,500 $ 54,800 Supervision fees 175,100 207,300 529,800 632,700 Transportation fees 140,600 147,000 401,100 558,400 Direct costs 622,500 649,900 1,790,500 2,198,200 Total $ 954,500 $ 1,022,300 $ 2,770,900 $ 3,444,100 The MGP and its affiliates perform all administrative and management functions for the Partnership, including billing revenues and paying expenses. Accounts receivable trade-affiliate on the Partnership’s condensed balance sheets includes 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 the benefit of the limited partners for an amount equal to at least 12% of their net subscriptions in the first 12-month subordination period, 10% of their net subscriptions in each of the next three 12-month subordination periods, and 8% of their net subscriptions in the fifth 12-month subordination period determined on a cumulative basis, in each of the first five years of Partnership operations, commencing with the first distribution to the limited partners (March 2011) and 60 months from that date. The MGP subordinated $126,700 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES General Commitments Subject to certain conditions, investor partners may present their interests beginning in 2015 for purchase by the MGP. The purchase price is calculated by the MGP in accordance with the terms of the partnership agreement. The MGP is not obligated to purchase more than 5% of the total outstanding units in any calendar year. In the event that the MGP is unable to obtain the necessary funds, it may suspend its purchase obligation. Beginning one year after each of the Partnership’s wells has been placed into production, the MGP, as operator, may retain $200 per month per well to cover estimated future plugging and abandonment costs. As of September 30, 2016, the MGP has withheld $92,600 of net production revenue for future plugging and abandonment costs. Legal Proceedings The Partnership and affiliates of the MGP and their subsidiaries are party to various routine legal proceedings arising out of the ordinary course of its business. The MGP’s management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the Partnership’s or the MGP’s financial condition or results of operations. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | |
Liquidity, Capital Resources and Ability to Continue as a Going Concern | Liquidity, Capital Resources and Ability to Continue as a Going Concern The Partnership is generally limited to the amount of funds generated by the cash flow from its operations to fund its obligations and make distributions, if any, to its partners. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2016. These lower commodity prices have negatively impacted the Partnership’s revenues, earnings and cash flows. Sustained low commodity prices will have a material and adverse effect on the Partnership’s liquidity position. In addition, the Partnership has experienced significant downward revisions of its natural gas and oil reserves volumes and values due to the declines in commodity prices. The MGP continues to implement various cost saving measures to reduce the Partnership’s operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be strategic in managing the Partnership’s cost structure and, in turn, liquidity to meet its operating needs. To the extent commodity prices remain low or decline further, or the Partnership experiences other disruptions in the industry, the Partnership’s ability to fund its operations and make distributions may be further impacted, and could result in the liquidation of the Partnership’s operations. Historically, there has been no need to borrow funds from the MGP to fund operations as the cash flow from the Partnership’s operations have been adequate to fund its obligations and distributions to its partners. However, the recent significant declines in commodity prices have challenged the Partnership’s ability to fund its operations and may make it uneconomical for the Partnership to produce its wells until they are depleted as the Partnership originally intended. Accordingly, these conditions may raise substantial doubt about the Partnership’s ability to continue as a going concern. If the Partnership is not able to continue as a going concern, the Partnership will liquidate. If the Partnership’s operations are liquidated, a valuation of the Partnership’s assets and liabilities would be determined by an independent expert in accordance with the partnership agreement. It is possible that based on such determination, the Partnership would not be able to make any liquidation distributions to its limited partners. A liquidation could result in the transfer of the post-liquidation assets and liabilities of the Partnership to the MGP and would occur without any further contributions from or distributions to the limited partners. The significant risks and uncertainties related to the Partnership’s ability to fund its operations may raise substantial doubt about the Partnership’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. If the Partnership cannot continue as a going concern, adjustments to the carrying values and classification of the Partnership’s assets and liabilities and the reported amounts of income and expenses could be required and could be material. |
Use of Estimates | Use of Estimates The preparation of the Partnership’s condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities that exist at the date of the Partnership’s condensed financial statements, as well as the reported amounts of revenues and costs and expenses during the reporting periods. The Partnership’s condensed financial statements are based on a number of significant estimates, including the revenue and expense accruals, depletion, impairments, fair value of derivative instruments and the probability of forecasted transactions. The natural gas industry principally conducts its business by processing actual transactions as many as 60 days after the month of delivery. Consequently, the most recent two months’ financial results were recorded using estimated volumes and contract market prices. Actual results could differ from those estimates. |
Gas and Oil Properties | Gas and The following is a summary of gas and oil properties at the dates indicated: September 30, December 31, Proved properties: Leasehold interests $ 5,301,300 $ 5,301,300 Wells and related equipment 159,420,100 159,436,400 Total natural gas and oil properties 164,721,400 164,737,700 Accumulated depletion and impairment (139,359,500 ) (138,115,500 ) Gas and oil properties, net $ 25,361,900 $ 26,622,200 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the FASB updated the accounting guidance related to leases. The updated accounting guidance requires lessees to recognize a lease asset and liability at the commencement date of all leases (with the exception of short-term leases), initially measured at the present value of the lease payments. The updated guidance is effective for the Partnership as of January 1, 2019 and requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest period presented. The Partnership is currently in the process of determining the impact that the updated accounting guidance will have on its financial statements. In August 2014, the FASB updated the accounting guidance related to the evaluation of whether there is substantial doubt about an entity’s ability to continue as a going concern. The updated accounting guidance requires an entity’s management to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year from the date the financial statements are issued and provide footnote disclosures, if necessary. The updated guidance is effective as of January 1, 2017 and the Partnership is currently in the process of determining the impact of providing the enhanced disclosures, as applicable, within its condensed financial statements. In May 2014, the FASB updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing clearer guidance on when an entity should recognize revenue, and by reducing the number of standards to which an entity has to refer. In July 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The updated accounting guidance provides companies with alternative methods of adoption. The Partnership is currently in the process of determining the impact that the updated accounting guidance will have on its condensed financial statements and its method of adoption. |
MGP | |
Summary Of Significant Accounting Policies [Line Items] | |
Liquidity and Capital Resources | Liquidity and Capital Resources of the MGP The MGP’s primary sources of liquidity are cash generated from operations, capital raised through its drilling partnership program, and borrowings under its credit facilities. The MGP’s primary cash requirements are operating expenses, debt service including interest, and capital expenditures. The MGP has historically funded its operations, acquisitions and cash distributions primarily through cash generated from operations, amounts available under its credit facilities and equity and debt offerings. The MGP’s future cash flows are subject to a number of variables, including oil and natural gas prices. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2016. These lower commodity prices have negatively impacted the MGP’s revenues, earnings and cash flows. Sustained low commodity prices could have a material and adverse effect on the MGP’s liquidity position. In addition, challenges with the MGP’s ability to raise capital through its drilling partnership program, either as a result of downturn in commodity prices or other difficulties affecting the fundraising channel, could negatively impact the MGP’s ability to remain in compliance with the covenants under its credit facilities. If the MGP is unable to remain in compliance with the covenants under its credit facilities, absent relief from its lenders, as applicable, the MGP may be forced to repay or refinance such indebtedness. Upon the occurrence of an event of default, the lenders under the MGP’s credit facilities, as applicable, could elect to declare all amounts outstanding immediately due and payable and the lenders could terminate all commitments to extend further credit. If an event of default occurs (including if the MGPs’s borrowing base is redetermined below its current outstanding borrowings and they are unable to repay the deficiency or deposit additional collateral to eliminate such deficiency), or if other debt agreements cross-default, and the lenders under the affected debt agreements accelerate the maturity of any loans or other debt outstanding, the MGP will not have sufficient liquidity to repay all of its outstanding indebtedness, and as a result, there would be substantial doubt regarding the MGP’s ability to continue as a going concern. The MGP continually monitors the capital markets and our capital structure and may make changes to its capital structure from time to time, with the goal of maintaining financial flexibility, preserving or improving liquidity, strengthening its balance sheet, meeting its debt service obligations and/or achieving cost efficiency. For example, the MGP could pursue options such as refinancing, restructuring or reorganizing its indebtedness or capital structure or seek to raise additional capital through debt or equity financing to address its liquidity concerns and high debt levels. The MGP also continues to implement various cost saving measures to reduce its capital, operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be opportunistic and aggressive in managing its cost structure and, in turn, its liquidity to meet its capital and operating needs. The MGP cannot provide any assurances that any of these efforts will be successful or will result in cost reductions or cash flows or the timing of any such cost reductions or additional cash flows. It is also possible additional adjustments to the MGP’s plan and outlook may occur based on market conditions and its needs at that time, which could include selling assets, seeking additional partners to develop its assets, and/or reducing its planned capital program. In addition, to the extent commodity prices remain low or decline further, or the MGP experiences disruptions in its longer-term access to or cost of capital, the MGP’s ability to fund future capital expenditures, growth projects or the Partnership’s operations may be further impacted. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Gas and Oil Properties | The following is a summary of gas and oil properties at the dates indicated: September 30, December 31, Proved properties: Leasehold interests $ 5,301,300 $ 5,301,300 Wells and related equipment 159,420,100 159,436,400 Total natural gas and oil properties 164,721,400 164,737,700 Accumulated depletion and impairment (139,359,500 ) (138,115,500 ) Gas and oil properties, net $ 25,361,900 $ 26,622,200 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Commodity Derivative Activity and Presentation in Condensed Statements of Operations | The following table summarizes the commodity derivative activity and presentation in the condensed statements of operations for the periods indicated: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Gains reclassified from accumulated other comprehensive income into natural gas and oil revenues $ 1,400 $ 16,400 $ 3,400 $ 42,800 Gains subsequent to hedge accounting recognized in gain on mark-to-market derivatives $ 12,900 $ 276,600 $ 1,100 $ 448,900 |
Commodity Derivatives | At September 30, 2016, the Partnership had the following commodity derivatives: Natural Gas Fixed Price Swaps - Limited Partners Production Volumes Average Fair Value (2) (MMBtu) (1) (per MMBtu) (1) 2016 57,400 $ 4.46 $ 83,100 (1) (2) (3) |
Fair Value of Financial Instr17
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value on a Recurring Basis | Information for assets measured at fair value at September 30, 2016 and December 31, 2015 was as follows: Level 1 Level 2 Level 3 Total As of September 30, 2016 Derivative assets, gross Commodity swaps $ - $ 83,100 $ - $ 83,100 Commodity puts - - - - Total derivative assets, gross $ - $ 83,100 $ - $ 83,100 Level 1 Level 2 Level 3 Total As of December 31, 2015 Derivative assets, gross Commodity swaps $ - $ 447,200 $ - $ 447,200 Commodity puts - 352,300 - 352,300 Total derivative assets, gross $ - $ 799,500 $ - $ 799,500 |
Certain Relationships and Rel18
Certain Relationships and Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Certain Relationships and Related Party Transactions | The following table provides information with respect to these costs and the periods incurred. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Administrative fees $ 16,300 $ 18,100 $ 49,500 $ 54,800 Supervision fees 175,100 207,300 529,800 632,700 Transportation fees 140,600 147,000 401,100 558,400 Direct costs 622,500 649,900 1,790,500 2,198,200 Total $ 954,500 $ 1,022,300 $ 2,770,900 $ 3,444,100 |
Description of Business (Detail
Description of Business (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | |
Description Of Business [Line Items] | ||
Atlas Resources Series 28-2010 L.P. | Apr. 1, 2010 | |
MGP | ||
Description Of Business [Line Items] | ||
Funds transferred to partners | $ 380,900 | |
Atlas Energy Group, LLC | Titan Energy, LLC | Preferred Member Interest | ||
Description Of Business [Line Items] | ||
Percentage of preferred interest | 2.00% |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Summary of Gas and Oil Properties) (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Total natural gas and oil properties | $ 164,721,400 | $ 164,737,700 |
Accumulated depletion and impairment | (139,359,500) | (138,115,500) |
Gas and oil properties, net | 25,361,900 | 26,622,200 |
Leasehold interests | ||
Property Plant And Equipment [Line Items] | ||
Total natural gas and oil properties | 5,301,300 | 5,301,300 |
Wells and related equipment | ||
Property Plant And Equipment [Line Items] | ||
Total natural gas and oil properties | $ 159,420,100 | $ 159,436,400 |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Net derivative assets | $ 83,100 | $ 799,500 |
ARP | Commodity Hedge | Put Contracts | Accounts Receivable Trade –Affiliate | ||
Derivative [Line Items] | ||
Value allocated to partnership | 26,600 | |
Put premium value | $ 67,600 |
Derivative Instruments (Summary
Derivative Instruments (Summary of Commodity Derivative Activity and Presentation in the Condensed Statements of Operations) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||||
Gains reclassified from accumulated other comprehensive income into natural gas and oil revenues | $ 1,400 | $ 16,400 | $ 3,400 | $ 42,800 |
Gains subsequent to hedge accounting recognized in gain on mark-to-market derivatives | $ 12,900 | $ 276,600 | $ 1,100 | $ 448,900 |
Derivative Instruments (Commodi
Derivative Instruments (Commodity Derivatives) (Details) | 9 Months Ended | ||
Sep. 30, 2016USD ($)MMBTU$ / MMBTU | Dec. 31, 2015USD ($) | ||
Derivative [Line Items] | |||
Fair Value Asset | $ 83,100 | $ 799,500 | |
Designated as Hedging Instrument | Natural Gas Fixed Price Swaps Production Period December 31, 2016 | |||
Derivative [Line Items] | |||
Volumes (MMBtu) | MMBTU | [1] | 57,400 | |
Average Fixed Price (per MMBtu) | $ / MMBTU | [1] | 4.46 | |
Fair Value Asset | [2] | $ 83,100 | |
[1] | “MMBtu” represents million British Thermal Units. | ||
[2] | Fair value based on forward NYMEX natural gas prices, as applicable. |
Fair Value of Financial Instr24
Fair Value of Financial Instruments (Assets Measured at Fair Value on a Recurring Basis) (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value Asset | $ 83,100 | $ 799,500 |
Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value Asset | 83,100 | 799,500 |
Commodity Swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value Asset | 83,100 | 447,200 |
Commodity Swaps | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value Asset | $ 83,100 | 447,200 |
Commodity Puts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value Asset | 352,300 | |
Commodity Puts | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value Asset | $ 352,300 |
Certain Relationships and Rel25
Certain Relationships and Related Party Transactions (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / mo | |
Related Party Transaction [Line Items] | |
Managing General Partner Maximum Subordination Percentage Of Share Of Net Production Revenues | 50.00% |
MGP | |
Related Party Transaction [Line Items] | |
Subordination | $ | $ 126,700 |
MGP | First 12 Month Subordination Period | |
Related Party Transaction [Line Items] | |
Subordination Target Return Rate For Limited Partner Subscriptions | 12.00% |
MGP | Next Three 12 Month Subordination Periods | |
Related Party Transaction [Line Items] | |
Subordination Target Return Rate For Limited Partner Subscriptions | 10.00% |
MGP | Fifth 12 Month Subordination Period | |
Related Party Transaction [Line Items] | |
Subordination Target Return Rate For Limited Partner Subscriptions | 8.00% |
MGP and Affiliates | General and administrative expenses | |
Related Party Transaction [Line Items] | |
Monthly Administrative Costs Per Well | 75 |
MGP and Affiliates | Production | |
Related Party Transaction [Line Items] | |
Transportation Fee Rate As Percentage Of Natural Gas Sales Price | 16.00% |
MGP and Affiliates | Production | Marcellus wells | |
Related Party Transaction [Line Items] | |
Monthly Supervision Fees Per Well | 975 |
MGP and Affiliates | Production | New Albany Wells | |
Related Party Transaction [Line Items] | |
Monthly Supervision Fees Per Well | 1,500 |
MGP and Affiliates | Production | Colorado Wells | |
Related Party Transaction [Line Items] | |
Monthly Supervision Fees Per Well | 400 |
Certain Relationships and Rel26
Certain Relationships and Related Party Transactions (Certain Relationships and Related Party Transactions) (Details) - MGP and Affiliates - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 954,500 | $ 1,022,300 | $ 2,770,900 | $ 3,444,100 |
Administrative fees | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 16,300 | 18,100 | 49,500 | 54,800 |
Supervision fees | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 175,100 | 207,300 | 529,800 | 632,700 |
Transportation fees | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 140,600 | 147,000 | 401,100 | 558,400 |
Direct costs | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 622,500 | $ 649,900 | $ 1,790,500 | $ 2,198,200 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / mo | |
Commitments And Contingencies Disclosure [Abstract] | |
Investor Partners Ownership Interest Presented For Purchase By The MGP, Maximum Percentage | 5.00% |
Operator Fee Per Well To Cover Estimated Future Plugging And Abandonment Costs, Monthly | $ / mo | 200 |
Net production revenue for future plugging and abandonment costs | $ | $ 92,600 |