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United States
Securities and Exchange Commission
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 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 000-52168
 ATLAS AMERICA PUBLIC #15-2006 (B) L.P.
  Delaware
    
    20-3208390(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
 o o
  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 #15-2006 (B) L.P.
(A Delaware Limited Partnership)
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
 PAGEPART I. FINANCIAL INFORMATIONItem 1: Financial StatementsBalance Sheets as of March 31, 2011 and December 31, 2010
    
    
    3Statements of Operations for the Three Months ended March 31, 2011 and 2010
    
    
    4Statement of Changes in Partners Capital for the Three Months ended March 31, 2011
    
    
    5Statements of Cash Flows for the Three Months ended March 31, 2011 and 2010
    
    
    6Notes to Financial Statements
    
    
    7-14Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15-18Item 4: Controls and Procedures
    
    
    18PART II. OTHER INFORMATIONItem 1: Legal Proceedings
    
    
    19Item 6: Exhibits
    
    
    19SIGNATURES
    
    
    20CERTIFICATIONSExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
 
 BALANCE SHEETS
 March 31,
    
    
    December 31,2011
    
    
    2010(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    475,600
    
    
    $
    534,300Accounts receivable-affiliate
    
    
    3,006,000
    
    
    
    1,872,500Short-term hedge receivable due from affiliate
    
    
    
    
    
    
    1,872,300Total current assets
    
    
    3,481,600
    
    
    
    4,279,100Oil and gas properties, net
    
    
    38,037,900
    
    
    
    38,922,900Long-term hedge receivable due from affiliate
    
    
    
    
    
    
    1,829,200Long-term receivable due from affiliate
    
    
    1,332,100
    
    
    
    $
    42,851,600
    
    
    $
    45,031,200LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accrued liabilities
    
    $
    26,000
    
    
    $
    20,900Short-term hedge liability due to affiliate
    
    
    
    
    
    
    12,100Total current liabilities
    
    
    26,000
    
    
    
    33,000Asset retirement obligation
    
    
    7,153,600
    
    
    
    7,047,900Long-term hedge liability due to affiliate
    
    
    
    
    
    
    316,900Partners capital:Managing general partner
    
    
    8,786,500
    
    
    
    9,644,200Limited partners (14,772.60 units)
    
    
    25,130,600
    
    
    
    26,234,700Accumulated other comprehensive income
    
    
    1,754,900
    
    
    
    1,754,500Total partners capital
    
    
    35,672,000
    
    
    
    37,633,400$
    42,851,600
    
    
    $
    45,031,200
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ATLAS AMERICA PUBLIC #15-2006 (B) L.P.
 
 STATEMENTS OF OPERATIONS
 (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010REVENUESNatural gas and oil
    
    $
    2,008,300
    
    
    $
    2,807,200Interest income
    
    
    100
    
    
    
    200Total revenues
    
    
    2,008,400
    
    
    
    2,807,400COSTS AND EXPENSESProduction
    
    
    855,500
    
    
    
    1,036,600Depletion
    
    
    874,400
    
    
    
    1,361,200Accretion of asset retirement obligation
    
    
    105,700
    
    
    
    77,300General and administrative
    
    
    129,100
    
    
    
    125,700Total costs and expenses
    
    
    1,964,700
    
    
    
    2,600,800Net income
    
    $
    43,700
    
    
    $
    206,600Allocation of net income (loss):Managing general partner
    
    $
    99,800
    
    
    $
    275,500Limited partners
    
    $
    (56,100
    )
    
    $
    (68,900
    )Net loss per limited partnership unit
    
    $
    (4
    )
    
    $
    (5
    )
   4




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ATLAS AMERICA PUBLIC #15-2006 (B) L.P.
 
 STATEMENT OF CHANGES IN PARTNERS CAPITAL
 FOR THE THREE MONTHS ENDED
 March 31, 2011
 (Unaudited)
 AccumulatedManaging
    
    
    
    
    
    
    OtherGeneral
    
    
    Limited
    
    
    ComprehensivePartner
    
    
    Partners
    
    
    Income
    
    
    TotalBalance at January 1, 2011
    
    $
    9,644,200
    
    
    $
    26,234,700
    
    
    $
    1,754,500
    
    
    $
    37,633,400Participation in revenues and expenses:Net production revenues
    
    
    340,900
    
    
    
    811,900
    
    
    
    
    
    
    
    1,152,800Interest income
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Depletion
    
    
    (163,100
    )
    
    
    (711,300
    )
    
    
    
    
    
    
    (874,400
    )Accretion of asset retirement obligation
    
    
    (35,100
    )
    
    
    (70,600
    )
    
    
    
    
    
    
    (105,700
    )General and administrative
    
    
    (42,900
    )
    
    
    (86,200
    )
    
    
    
    
    
    
    (129,100
    )Net income (loss)
    
    
    99,800
    
    
    
    (56,100
    )
    
    
    
    
    
    
    43,700Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    400Subordination
    
    
    (198,500
    )
    
    
    198,500
    
    
    
    
    
    
    
    Distributions to partners
    
    
    (759,000
    )
    
    
    (1,246,500
    )
    
    
    
    
    
    
    (2,005,500
    )Balance at March 31, 2011
    
    $
    8,786,500
    
    
    $
    25,130,600
    
    
    $
    1,754,900
    
    
    $
    35,672,000
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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
 
 STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Cash flows from operating activities:Net income
    
    $
    43,700
    
    
    $
    206,600Adjustments to reconcile income to net cash provided by operating activities:Depletion
    
    
    874,400
    
    
    
    1,361,200Non-cash losses on derivative value
    
    
    101,700
    
    
    
    238,000Accretion of asset retirement obligation
    
    
    105,700
    
    
    
    77,300Decrease in accounts receivable  affiliate
    
    
    301,400
    
    
    
    504,600Increase (decrease) in accrued liabilities
    
    
    5,100
    
    
    
    (9,500
    )Net cash provided by operating activities
    
    
    1,432,000
    
    
    
    2,378,200Cash flows from investing activities:Proceeds from sale of tangible equipment
    
    
    10,600
    
    
    
    1,100Net cash provided by investing activities
    
    
    10,600
    
    
    
    1,100Cash flows from financing activities:Distributions to partners
    
    
    (1,501,300
    )
    
    
    (2,313,500
    )Net cash used in financing activities
    
    
    (1,501,300
    )
    
    
    (2,313,500
    )Net (decrease) increase in cash and cash equivalents
    
    
    (58,700
    )
    
    
    65,800Cash and cash equivalents at beginning of period
    
    
    534,300
    
    
    
    728,600Cash and cash equivalents at end of period
    
    $
    475,600
    
    
    $
    794,400Supplemental schedule of non-cash operating, investing and financing
activities:Assets contributed by managing general partner:Intangible drilling costs
    
    $
    
    
    
    $
    9,200$
    
    
    
    $
    9,200Distribution to managing general partner
    
    $
    504,200
    
    
    $
    
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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
 
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2011
 (Unaudited)
 NOTE 1  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
    NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   Use of Estimates
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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 2011
(Unaudited)
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Use of Estimates (Continued)
  Accounts Receivable and Allowance for Possible Losses
  Oil and Gas Properties
   March 31,
    
    
    December 31,2011
    
    
    2010Proved properties:Leasehold interests
    
    $
    4,196,500
    
    
    $
    4,196,500Wells and related equipment
    
    
    185,008,200
    
    
    
    185,018,800189,204,700
    
    
    
    189,215,300Accumulated depletion
    
    
    (151,166,800
    )
    
    
    (150,292,400
    )$
    38,037,900
    
    
    $
    38,922,900
  8




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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2011
(Unaudited)
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Impairment of Long-Lived Assets
    Working Interest
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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2011
(Unaudited)
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Revenue Recognition
   Recently Adopted Accounting Standards
  NOTE 3  ASSET RETIREMENT OBLIGATION
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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2011
(Unaudited)
 NOTE 3  ASSET RETIREMENT OBLIGATION (Continued)
  Three Months EndedMarch 31,2011
    
    
    2010Asset retirement obligation at beginning of period
    
    $
    7,047,900
    
    
    $
    5,149,700Accretion expense
    
    
    105,700
    
    
    
    77,300Asset retirement obligation at end of period
    
    $
    7,153,600
    
    
    $
    5,227,000
 NOTE 4  COMPREHENSIVE INCOME
  Three Months EndedMarch 31,2011
    
    
    2010Net income
    
    $
    43,700
    
    
    $
    206,600Other comprehensive income:Net unrealized gain
    
    
    711,200
    
    
    
    2,923,700Less: reclassification adjustment for gains realized in net income
    
    
    (710,800
    )
    
    
    (595,200
    )Total other comprehensive income
    
    
    400
    
    
    
    2,328,500Comprehensive income
    
    $
    44,100
    
    
    $
    2,535,100
 NOTE 5  DERIVATIVE INSTRUMENTS
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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2011
(Unaudited)
 NOTE 5  DERIVATIVE INSTRUMENTS (Continued)
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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2011
(Unaudited)
 NOTE 5  DERIVATIVE INSTRUMENTS (Continued)
  Fair Value of Derivative Instruments:
 Fair ValueBalance Sheet
    
    December 31,Derivatives in Cash Flow Hedging Relationships
    
    Location
    
    2010Derivative Commodity Contracts
    
    Current Assets
    
    $
    1,872,300Long-Term Assets
    
    
    1,829,2003,701,500Current liabilities
    
    
    (12,100
    )Long-term liabilities
    
    
    (316,900
    )(329,000
    )Total
    
    $
    3,372,500
 Effects of Derivative Instruments on Statements of Operations:
 Gain
    
    
    Location of Gain
    
    
    GainRecognized in OCI on Derivative
    
    
    Reclassified from Accumulated
    
    
    Reclassified from OCI into Net IncomeDerivatives in
    
    Three Months Ended
    
    
    OCI into Income
    
    
    Three Months EndedCash Flow
    
    March 31,
    
    
    March 31,
    
    
    
    
    
    
    March 31,
    
    
    March 31,Hedging Relationship
    
    2011
    
    
    2010
    
    
    
    
    
    
    2011
    
    
    2010Commodity contracts
    
    $
    711,200
    
    
    $
    2,923,700
    
    
    Natural gas and oil revenue
    
    $
    710,800
    
    
    
    595,200
 NOTE 6  FAIR VALUE OF FINANCIAL INSTRUMENTS
  Level 1
 Level 2
 Level 3
 Assets and Liabilities Measured at Fair Value on a Recurring Basis
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ATLAS AMERICA PUBLIC #15-2006(B) L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2011
(Unaudited)
 NOTE 6  FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
 Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
  NOTE 7  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 the three months ended March 31, 2011 and 2010 were
$100,800 and $103,900, respectively.
    
    Monthly well supervision fees which are included in production expenses in the
Partnerships statements of operations are payable at $296 per well per month for
operating and maintaining the wells. Well supervision fees incurred for the three months
ended March 31, 2011 and 2010 were $397,900 and $410,400, respectively.
    
    Transportation fees which are included in production expenses in the Partnerships
statements of operations are generally at 13% of the natural gas sales price.
Transportation fees incurred for the three months ended March 31, 2011 and 2010 were
$249,600 and $351,200, respectively.
    
    Assets contributed from the MGP which are disclosed on the Partnerships statements
of cash flows as a non-cash activity of the three months ended March 31, 2010 were
$9,200.
  Subordination by Managing General Partner
   14




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS 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
     15




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Results of Operations
  Three Months EndedMarch 31,2011
    
    
    2010Production revenues (in thousands):Gas
    
    $
    1,970
    
    
    $
    2,743Oil
    
    
    38
    
    
    
    64Total
    
    $
    2,008
    
    
    $
    2,807Production volumes:Gas (mcf/day) (1)
    
    
    3,656
    
    
    
    5,175Oil (bbls/day) (1)
    
    
    6
    
    
    
    11Total (mcfe/day) (1)
    
    
    3,692
    
    
    
    5,241Average sales prices:(2)Gas (per mcf) (1) (3)
    
    $
    6.28
    
    
    $
    6.38Oil (per bbl) (1) (4)
    
    $
    84.66
    
    
    $
    71.63Average production costs:As a percent of revenues
    
    
    43
    %
    
    
    37
    %Per mcfe (1)
    
    $
    2.58
    
    
    $
    2.20Depletion per mcfe
    
    $
    2.63
    
    
    $
    2.89
 
 (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
previously recognized into income and dividing by the total volume for the period.
Previously recognized derivative gains were $95,500 and $229,800 for the three
months ended March 31, 2011 and 2010, respectively. The derivative gains 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 $6,200 and $8,200 for the three months
ended March 31, 2011 and 2010, respectively. The derivative gains are included in other
comprehensive income and resulted from prior period impairment charges. Natural Gas Revenues.
  16




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Oil Revenues.
 Costs and Expenses.
   Liquidity and Capital Resources
       17




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Critical Accounting Policies
  Subordination by Managing General Partner
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
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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 #15-2006 (B) L.P. (1)10.1
    
    
    Drilling and Operating Agreement for Atlas America Public #15-2006 (B) L.P. (1)31.1
    
    
    Certification Pursuant to Rule 13a-14/15(d)-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 April 17, 2006 in the Form S-1 Registration Statement dated April 17, 2006, File No. 000-52168  19




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SIGNATURES
   Atlas Resources, LLC, Managing General PartnerDate:  May 13, 2011
    By:
    /s/ Freddie M. KotekFreddie M. Kotek, Chairman of the Board of Directors,Chief Executive Officer and President  Date:  May 13, 2011
    By:
    /s/ Jeffrey C. SimmonsJeffrey C. Simmons, Executive Vice President, OperationsDate:  May 13, 2011
    By:
    /s/ Sean P. McGrathSean P. McGrath, Chief Financial Officer  20