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United States
Securities and Exchange Commission
 Washington, D.C. 20549
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 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 333-105811
 ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
  Delaware
    
    54-2113989(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 Westpointe Corporate Center One1550 Coraopolis Heights Rd. 2nd FloorMoon Township, PA
    
    15108(Address of principal executive offices)
    
    (zip code)
 (412) 262-2830
 þ o
 Yes o No þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ
 o þ




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##### 



ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
(A Delaware Limited Partnership)
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
 PAGEPART I. FINANCIAL INFORMATIONItem 1: Financial StatementsBalance Sheets as of March 31, 2010 and December 31, 2009
    
    
    3Statements of Operations for the Three Months Ended March 31, 2010 and 2009
    
    
    4Statement of Changes in Partners Capital for the Three Months ended March 31, 2010
    
    
    5Statements of Cash Flows for the Three Months ended March 31, 2010 and 2009
    
    
    6Notes to Financial Statements
    
    
    7-16Item 2: Managements Discussion and Analysis of Financial Condition or Plan of Operations
    
    
    16-19Item 4: Controls and Procedures
    
    
    19PART II. OTHER INFORMATIONItem 1: Legal Proceedings
    
    
    20Item 6: Exhibits
    
    
    20SIGNATURES
    
    
    21CERTIFICATIONSExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
 
 BALANCE SHEETS
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    
    185,200
    
    
    $
    175,000Accounts receivable-affiliate
    
    
    493,900
    
    
    
    489,600Short-term hedge receivable due from affiliate
    
    
    733,900
    
    
    
    450,200Total current assets
    
    
    1,413,000
    
    
    
    1,114,800Oil and gas properties, net
    
    
    10,413,800
    
    
    
    10,641,400Long-term hedge receivable due from affiliate
    
    
    665,200
    
    
    
    370,800$
    12,492,000
    
    
    $
    12,127,000LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accrued liabilities
    
    $
    35,600
    
    
    $
    42,500Short-term hedge liability due to affiliate
    
    
    4,200
    
    
    
    5,400Total current liabilities
    
    
    39,800
    
    
    
    47,900Asset retirement obligation
    
    
    2,494,800
    
    
    
    2,457,900Long-term hedge liability due to affiliate
    
    
    134,900
    
    
    
    55,300Partners capital:Managing general partner
    
    
    6,259,100
    
    
    
    6,338,600Limited partners (4,024 units)
    
    
    2,946,500
    
    
    
    3,229,700Accumulated other comprehensive income (loss)
    
    
    616,900
    
    
    
    (2,400
    )Total partners capital
    
    
    9,822,500
    
    
    
    9,565,900$
    12,492,000
    
    
    $
    12,127,000
   3




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
 
 STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009REVENUESNatural gas and oil
    
    $
    543,300
    
    
    $
    1,016,300Interest income
    
    
    100
    
    
    
    400Total revenues
    
    
    543,400
    
    
    
    1,016,700COSTS AND EXPENSESProduction
    
    
    321,200
    
    
    
    360,300Depletion
    
    
    227,600
    
    
    
    483,400Accretion of asset retirement obligation
    
    
    36,900
    
    
    
    31,500General and administrative
    
    
    56,500
    
    
    
    53,100Total expenses
    
    
    642,200
    
    
    
    928,300Net (loss) earnings
    
    $
    (98,800
    )
    
    $
    88,400Allocation of net (loss) earnings:Managing general partner
    
    $
    12,900
    
    
    $
    132,200Limited partners
    
    $
    (111,700
    )
    
    $
    (43,800
    )Net loss per limited partnership unit
    
    $
    (28
    )
    
    $
    (11
    )
   4




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
 
 STATEMENT OF CHANGES IN PARTNERS CAPITAL
FOR THE THREE MONTHS ENDED
March 31, 2010
(Unaudited)
 AccumulatedManaging
    
    
    
    
    
    
    OtherGeneral
    
    
    Limited
    
    
    ComprehensivePartner
    
    
    Partners
    
    
    Income (Loss)
    
    
    TotalBalance at January 1, 2010
    
    $
    6,338,600
    
    
    $
    3,229,700
    
    
    $
    (2,400
    )
    
    $
    9,565,900Participation in revenues and expenses:Net production revenues
    
    
    77,700
    
    
    
    144,400
    
    
    
    
    
    
    
    222,100Interest income
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Depletion
    
    
    (32,100
    )
    
    
    (195,500
    )
    
    
    
    
    
    
    (227,600
    )Accretion of asset retirement obligation
    
    
    (12,900
    )
    
    
    (24,000
    )
    
    
    
    
    
    
    (36,900
    )General and administrative
    
    
    (19,800
    )
    
    
    (36,700
    )
    
    
    
    
    
    
    (56,500
    )Net (loss) earnings
    
    
    12,900
    
    
    
    (111,700
    )
    
    
    
    
    
    
    (98,800
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    619,300
    
    
    
    619,300Distributions to partners
    
    
    (92,400
    )
    
    
    (171,500
    )
    
    
    
    
    
    
    (263,900
    )Balance at March 31, 2010
    
    $
    6,259,100
    
    
    $
    2,946,500
    
    
    $
    616,900
    
    
    $
    9,822,500
   5




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
 
 STATEMENTS OF CASH FLOWS
(Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009Cash flows from operating activities:Net (loss) earnings
    
    $
    (98,800
    )
    
    $
    88,400Adjustments to reconcile net earnings to net cash provided by operating activities:Depletion
    
    
    227,600
    
    
    
    483,400Non-cash loss (gain) on derivative value
    
    
    119,600
    
    
    
    (5,600
    )Accretion of asset retirement obligation
    
    
    36,900
    
    
    
    31,500(Increase) decrease in accounts receivable  affiliate
    
    
    (4,300
    )
    
    
    228,200Decrease in accrued liabilities
    
    
    (6,900
    )
    
    
    (12,200
    )Net cash provided by operating activities
    
    
    274,100
    
    
    
    813,700Cash flows from financing activities:Distributions to partners
    
    
    (263,900
    )
    
    
    (835,000
    )Net cash used in financing activities
    
    
    (263,900
    )
    
    
    (835,000
    )Net increase (decrease) in cash and cash equivalents
    
    
    10,200
    
    
    
    (21,300
    )Cash and cash equivalents at beginning of period
    
    
    175,000
    
    
    
    574,000Cash and cash equivalents at end of period
    
    $
    185,200
    
    
    $
    552,700
   6




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
 
 NOTES TO FINANCIAL STATEMENTS
March 31, 2010
(Unaudited)
 NOTE 1  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
    NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates
    7




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Accounts Receivable and Allowance for Possible Losses
  Revenue Recognition
   Impairment of Long-Lived Assets
    8




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Impairment of Long-Lived Assets (Continued)
  Working Interest
  Oil and Gas Properties
  March 31,
    
    
    December 31,2010
    
    
    2009Natural gas and oil properties:Proved properties:Leasehold interests
    
    $
    1,137,100
    
    
    $
    1,137,100Wells and related equipment
    
    
    51,814,700
    
    
    
    51,814,70052,951,800
    
    
    
    52,951,800Accumulated depletion
    
    
    (42,538,000
    )
    
    
    (42,310,400
    )$
    10,413,800
    
    
    $
    10,641,400
  9




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Oil and Gas Properties (Continued)
   Recently Adopted Accounting Standards
  NOTE 3  TRANSACTIONS WITH ATLAS RESOURCES, LLC AND ITS AFFILIATES
  
    
    Administrative costs which are included in general and administrative expenses in the
Partnerships Statements of Operations are payable at $75 per well per month.
Administrative costs incurred for both the three months ended March 31, 2010 and 2009
were $43,500 and $45,100, respectively.
    
    Monthly well supervision fees which are included in production expenses in the
Partnerships Statements of Operations are payable at $313 per well per month in 2010
and 2009, respectively, for operating and maintaining the wells. Well supervision fees
incurred for the three months ended March 31, 2010 and 2009 were $181,600 and $188,200,
respectively.
    
    Transportation fees which are included in production expenses in the Partnerships
Statements of Operations are generally payable at 13% of the natural gas sales price.
Transportation fees incurred for the three months ended March 31, 2010 and 2009 were
$74,600 and $115,200, respectively.
   10




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 3  TRANSACTIONS WITH ATLAS RESOURCES, LLC AND ITS AFFILIATES (Continued)
 Subordination by Managing General Partner
  NOTE 4  COMPREHENSIVE INCOME (LOSS)
  Three Months EndedMarch 31,2010
    
    
    2009Net (loss) earnings
    
    $
    (98,800
    )
    
    $
    88,400Other comprehensive income (loss):Unrealized holding gains on hedging contracts
    
    
    654,100
    
    
    
    80,200Less: reclassification adjustment for gains realized in net earnings
    
    
    (34,800
    )
    
    
    (226,100
    )Total other comprehensive income (loss)
    
    
    619,300
    
    
    
    (145,900
    )Comprehensive income (loss)
    
    $
    520,500
    
    
    $
    (57,500
    )
 NOTE 5  DERIVATIVE INSTRUMENTS
   11




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 5  DERIVATIVE INSTRUMENTS (Continued)
  Fair Value of Derivative Instruments:
 Asset Derivatives
    
    
    Liability DerivativesDerivatives in
    
    
    
    Fair Value
    
    
    
    
    Fair ValueCash Flow
    
    Balance Sheet
    
    March 31,
    
    
    December 31,
    
    
    Balance Sheet
    
    March 31,
    
    
    December 31,Hedging Relationships
    
    Location
    
    2010
    
    
    2009
    
    
    Location
    
    2010
    
    
    2009Commodity contracts:
    
    Current assets
    
    $
    733,900
    
    
    $
    450,200
    
    
    Current liabilities
    
    $
    (4,200
    )
    
    $
    (5,400
    )Long-term assets
    
    
    665,200
    
    
    
    370,800
    
    
    Long-term liabilities
    
    
    (134,900
    )
    
    
    (55,300
    )Total derivatives
    
    
    
    $
    1,399,100
    
    
    $
    821,000
    
    
    
    
    $
    (139,100
    )
    
    $
    (60,700
    )
 Effects of Derivative Instruments on Statements of Operations:
 Gain
    
    
    
    
    GainRecognized in OCI on Derivative
    
    
    
    
    Reclassified from OCI into Income(Effective Portion)
    
    
    Location of Gain
    
    (Effective Portion)Derivatives in
    
    Three Months Ended
    
    
    Reclassified from Accumulated
    
    Three Months EndedCash Flow
    
    March 31,
    
    
    March 31,
    
    
    OCI into Income
    
    March 31,
    
    
    March 31,Hedging Relationship
    
    2010
    
    
    2009
    
    
    (Effective Portion)
    
    2010
    
    
    2009Commodity contracts
    
    $
    654,100
    
    
    $
    80,200
    
    
    Natural gas and oil revenue
    
    $
    34,800
    
    
    $
    226,100
   12




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 5  DERIVATIVE INSTRUMENTS (Continued)
   Natural Gas Fixed Price Swaps
 Production
    
    
    
    
    
    AveragePeriod Ending
    
    Volumes
    
    
    Fixed Price
    
    
    Fair ValueDecember 31,
    
    (MMbtu) (1)
    
    
    (per MMbtu) (1)
    
    
    Asset(2)2010
    
    
    189,900
    
    
    $
    7.35
    
    
    $
    581,3002011
    
    
    141,700
    
    
    
    6.69
    
    
    
    238,8002012
    
    
    102,100
    
    
    
    6.85
    
    
    
    152,3002013
    
    
    63,900
    
    
    
    6.82
    
    
    
    56,500$
    1,028,900
 Natural Gas Costless Collars
 Production
    
    
    
    
    
    
    
    AveragePeriod Ending
    
    Option
    
    Volumes
    
    
    Floor & Cap
    
    
    Fair ValueDecember 31,
    
    Type
    
    (MMbtu) (1)
    
    
    (per MMbtu) (1)
    
    
    Asset (2)2010
    
    Puts purchased
    
    
    13,300
    
    
    $
    7.84
    
    
    $
    55,1002010
    
    Calls sold
    
    
    13,300
    
    
    
    9.01
    
    
    
    2011
    
    Puts purchased
    
    
    71,400
    
    
    
    6.20
    
    
    
    109,2002011
    
    Calls sold
    
    
    71,400
    
    
    
    7.28
    
    
    
    2012
    
    Puts purchased
    
    
    44,800
    
    
    
    6.22
    
    
    
    38,4002012
    
    Calls sold
    
    
    44,800
    
    
    
    7.31
    
    
    
    2013
    
    Puts purchased
    
    
    54,200
    
    
    
    6.23
    
    
    
    27,9002013
    
    Calls sold
    
    
    54,200
    
    
    
    7.39
    
    
    
    $
    230,600
  13




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 5  DERIVATIVE INSTRUMENTS (Continued)
 Crude Oil Fixed Price Swaps
 Production
    
    
    
    
    
    AveragePeriod Ending
    
    Volumes
    
    
    Fixed Price
    
    
    Fair ValueDecember 31,
    
    (Bbl) (1)
    
    
    (per Bbl)(1)
    
    
    Asset (3)2010
    
    
    25
    
    
    $
    97.22
    
    
    $
    3302011
    
    
    25
    
    
    
    77.46
    
    
    
    502012
    
    
    25
    
    
    
    76.86
    
    
    
    102013
    
    
    25
    
    
    
    77.36
    
    
    
    10$
    400
 Crude Oil Costless Collars
 Production
    
    
    
    
    
    
    
    AveragePeriod Ending
    
    Option
    
    Volumes
    
    
    Floor & Cap
    
    
    Fair ValueDecember 31,
    
    Type
    
    (Bbl)(1)
    
    
    (per Bbl)(1)
    
    
    Asset (3)2010
    
    Puts purchased
    
    
    25
    
    
    $
    85.00
    
    
    $
    802010
    
    Calls sold
    
    
    25
    
    
    
    112.55
    
    
    
    2011
    
    Puts purchased
    
    
    25
    
    
    
    67.22
    
    
    
    102011
    
    Calls sold
    
    
    25
    
    
    
    89.44
    
    
    
    2012
    
    Puts purchased
    
    
    25
    
    
    
    65.51
    
    
    
    52012
    
    Calls sold
    
    
    25
    
    
    
    91.45
    
    
    
    2013
    
    Puts purchased
    
    
    25
    
    
    
    65.36
    
    
    
    52013
    
    Calls sold
    
    
    25
    
    
    
    93.44
    
    
    
    $
    100Total Net Asset
    
    
    $
    1,260,000
 
 (1)
    
    MMBTU represents million British Thermal Units. Bbl represents barrels.(2)
    
    Fair value based on forward NYMEX natural gas prices as applicable.(3)
    
    Fair value based on forward WTI crude oil prices as applicable. NOTE 6  FAIR VALUE OF FINANCIAL INSTRUMENTS
  Level 1 
 Level 2 
  14




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 6  FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
 Level 3 
 Assets and Liabilities Measured at Fair Value on a Recurring Basis
  March 31, 2010
    
    
    December 31, 2009Level 2
    
    
    Total
    
    
    Level 2
    
    
    TotalCommodity-based derivatives
    
    $
    1,260,000
    
    
    $
    1,260,000
    
    
    $
    760,300
    
    
    $
    760,300Total
    
    $
    1,260,000
    
    
    $
    1,260,000
    
    
    $
    760,300
    
    
    $
    760,300
 Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
   NOTE 7  ASSET RETIREMENT OBLIGATION
    15




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ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2010
(Unaudited)
 NOTE 7  ASSET RETIREMENT OBLIGATION (Continued)
  Three Months EndedMarch 31,2010
    
    
    2009Asset retirement obligation at beginning of period
    
    $
    2,457,900
    
    
    $
    2,097,900Accretion expense
    
    
    36,900
    
    
    
    31,500Asset retirement obligation at end of period
    
    $
    2,494,800
    
    
    $
    2,129,400
 
 ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS (UNAUDITED)
 Forward-Looking Statements
 When used in this Form 10-Q , the words believes, anticipates, expects and similar
expressions are intended to identify forward-looking statements. These risks and uncertainties
could cause actual results to differ materially from the results stated or implied in this
document. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. We undertake no obligation to publicly release the results
of any revisions to forward-looking statements which we may make to reflect events or circumstances
after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.
  General
     16




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Results of Operations
  Three Months EndedMarch 31,2010
    
    
    2009Production revenues (in thousands):Gas
    
    $
    543
    
    
    $
    989Oil
    
    
    
    
    
    
    27Total
    
    $
    543
    
    
    $
    1,016Production volumes:Gas (mcf/day) (1)
    
    
    1,114
    
    
    
    1,197Oil (bbls/day) (1)
    
    
    
    
    
    
    6Total (mcfe/day) (1)
    
    
    1,114
    
    
    
    1,233Average sales prices: (2)Gas (per mcf) (1) (3)
    
    $
    6.61
    
    
    $
    9.13Oil (per bbl) (1) (4)
    
    $
    
    
    
    $
    53.21Average production costs:As a percent of revenues
    
    
    59
    %
    
    
    35
    %Per mcfe (1)
    
    $
    3.20
    
    
    $
    3.25Depletion per mcfe
    
    $
    2.27
    
    
    $
    4.36
 
 (1)
    
    Mcf represents thousand cubic feet, mcfe represents thousand cubic feet
equivalent, and bbls represents barrels. Bbls are converted to mcfe using the ratio
of six mcfs to one bbl.(2)
    
    Average sales prices represent accrual basis pricing after reversing the effect
of previously recognized gains resulting from prior period impairment charges.(3)
    
    Average gas prices are calculated by including in total revenue derivative gains
and losses previously recognized into income and dividing by the total volume for the
period. Previously recognized derivative gain of $119,400 and a loss of $5,600 was
recognized for the three months ended March 31, 2010 and 2009, respectively. The
derivative gains and losses are included in other comprehensive income and resulted
from prior period impairment charges.(4)
    
    Average oil prices are calculated by including in total revenue derivative gains
previously recognized into income and dividing by the total volume for the period.
Previously recognized derivative gains were $200 for the three months ended March 31,
2010. The derivative gains are included in other comprehensive income and resulted from
prior period impairment charges. Natural Gas Revenues.
  17




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Oil Revenues.
 Expenses.
   Liquidity and Capital Resources
      18




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Critical Accounting Policies
  Subordination by Managing General Partner
  
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
     19




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PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
   
 ITEM 6. EXHIBITS
 EXHIBIT INDEX
 Exhibit No.
    
    Description4.0
    
    Amended and Restated Certificate and Agreement of Limited Partnership for Public #12-2003 Limited
Partnership (1)10.1
    
    Drilling and Operating Agreement for Atlas America Public #12-2003 Limited Partnership (1)31.1
    
    Certification Pursuant to Rule 13a-14/15(d)-1431.2
    
    Certification Pursuant to Rule 13a-14/15(d)-1432.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 200232.2
    
    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 September 3, 2003 in the Form S-1 Registration Statement dated September 3, 2003, File No. 333-105811  20




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SIGNATURES
   Atlas Resources, LLC, Managing General PartnerDate: May 17, 2010
    
    By:
    
    /s/ Freddie M. KotekFreddie M. Kotek, Chairman of the Board of Directors, 
Chief Executive Officer
and President
  Date: May 17, 2010
    
    By:
    
    /s/ Freddie M. KotekFreddie M. Kotek, Chairman of the Board of Directors, 
Chief Executive
Officer and PresidentDate: May 17, 2010
    
    By:
    
    /s/ Matthew A. JonesMatthew A. Jones, Chief Financial OfficerDate: May 17, 2010
    
    By:
    
    /s/ Sean P. McGrathSean P. McGrath, Chief Accounting Officer
  21