-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pw+KasNOuJPmpJhe8RVCO3wRtzY6R04hwGhdEPNYNM2fIgqUTW6LtBvSdzDPyiIG rXZlcpBRrAdN5yTrYXcTwg== 0001279228-08-000095.txt : 20080513 0001279228-08-000095.hdr.sgml : 20080513 20080513144908 ACCESSION NUMBER: 0001279228-08-000095 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080513 DATE AS OF CHANGE: 20080513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS AMERICA PUBLIC 11-2002 LTD CENTRAL INDEX KEY: 0001175028 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50246 FILM NUMBER: 08827127 BUSINESS ADDRESS: STREET 1: WESTPOINTE CORPORATE CENTER ONE STREET 2: 1550 CORAOPOLIS HEIGHTS RD. 2ND. FLOOR CITY: MOONTOWNSHIP STATE: PA ZIP: 15108 BUSINESS PHONE: 330-896-8510 MAIL ADDRESS: STREET 1: WESTPOINTE CORPORATE CENTER ONE STREET 2: 1550 CORAOPOLIS HEIGHTS RD. 2ND. FLOOR CITY: MOONTOWNSHIP STATE: PA ZIP: 15108 10-Q 1 public11form10q.htm PUBLIC 11 FORM 10 Q FOR PERIOD ENDING 3-31-08 public11form10q.htm

 
United States
   
 
Securities and Exchange Commission
   
 
Washington, D.C. 20549
   
 
Form 10 Q
   
(Mark One)
   
R
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended March 31, 2008
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
   
 
For the transition period from _____ to _____
   
 
Commission file number 333-90980
   
   
 
ATLAS AMERICA PUBLIC #11-2002 LTD.
 
(Name of small business issuer in its charter)
   
   
   
Delaware
02-0600231
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
   
Westpointe Corporate Center One
 
1550 Coraopolis Heights Road 2nd Floor  
Moon Township, PA
15108
(Address of principal executive offices)
(zip code)
   
Issuer’s telephone number, including area code: (412) 262-2830
 
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes R No o
 
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange
Act (Check One) Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company R
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).Yes o No R
 
Transitional Small Business Disclosure Format (check one): Yes o No R


 
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
(A Delaware Limited Partnership)
INDEX TO QUARTERLY REPORT
ON FORM 10Q

PART I.
 
FINANCIAL INFORMATION
PAGE
       
Item 1:
 
Financial Statements                                                                                                                             
 
       
   
Balance Sheets as of March 31, 2008 and December 31, 2007
3
       
   
Statements of Net Earnings for the Three Months ended March 31, 2008 and 2007
4
       
   
Statement of Changes in Partners’ Capital for the Three Months ended March 31, 2008
5
       
   
Statements of Cash Flows for the Three Months ended March 31, 2008 and 2007
6
       
   
Notes to Financial Statements
7-15
       
Item 2:
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15-18
       
Item 4:
 
Controls and Procedures
19
       
PART II.
 
OTHER INFORMATION
 
       
Item 1:
 
Legal Proceedings                                                                                                                              
19
       
Item 6:
 
Exhibits                                                                                                                             
19
       
       
SIGNATURES                                                                                                                                   60;             
20
       
CERTIFICATIONS                                                                                                                                   ;               
21-24


 
2
 
 


PART I


ITEM 1.  FINANCIAL STATEMENTS

ATLAS AMERICA PUBLIC #11-2002 LTD.
BALANCE SHEETS

   
March 31,
   
December 31,
 
   
2008
   
2007
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
Current assets:
           
Cash and cash equivalents                                                                                                         
  $ 673,100     $ 534,800  
Accounts receivable-affiliate                                                                                                         
    796,100       813,700  
Short-term hedge receivable due from affiliate                                                                                                         
    3,100       297,600  
Total current assets                                                                                                    
    1,472,300       1,646,100  
                 
Oil and gas properties, net                                                                                                         
    23,814,600       24,318,300  
Long-term hedge receivable due from affiliate                                                                                                         
    24,900       44,500  
    $ 25,311,800     $ 26,008,900  
                 
LIABILITIES AND PARTNERS’ CAPITAL
               
Current liabilities:
               
Accrued liabilities                                                                                                         
  $ 10,800     $ 18,300  
Short-term hedge liability due to affiliate                                                                                                         
    599,200       7,000  
Total current liabilities                                                                                                   
    610,000       25,300  
                 
Asset retirement obligation                                                                                                         
    1,407,000       1,386,200  
Long-term hedge liability due to affiliate                                                                                                         
    666,200       447,100  
                 
Partners’ capital:
               
Managing general partner                                                                                                         
    6,993,300       6,999,200  
Limited partners (3,126.55 units)                                                                                                         
    16,872,700       17,263,100  
Accumulated other comprehensive loss                                                                                                         
    (1,237,400 )     (112,000 )
Total partners' capital                                                                                                   
    22,628,600       24,150,300  
    $ 25,311,800     $ 26,008,900  


The accompanying notes are an integral part of these financial statements

 
3
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
STATEMENTS OF NET EARNINGS
(Unaudited)

   
Three Months Ended
 
   
March 31,
 
   
2008
   
2007
 
REVENUES
           
Natural gas and oil                                                                                  
  $ 1,100,200     $ 1,236,400  
Interest income                                                                                  
    2,400       6,200  
Total revenues                                                                          
    1,102,600       1,242,600  
                 
COSTS AND EXPENSES
               
Production                                                                                  
    287,800       309,000  
Depletion                                                                                  
    503,700       598,800  
Accretion of asset retirement obligation                                                                                  
    20,800       20,500  
General and administrative                                                                                  
    42,000       44,400  
Total expenses                                                                          
    854,300       972,700  
Net earnings                                                                                  
  $ 248,300     $ 269,900  
                 
Allocation of net earnings:
               
Managing general partner                                                                                  
  $ 219,700     $ 249,700  
Limited partners                                                                                  
  $ 28,600     $ 20,200  
Net earnings per limited partnership unit                                                                                  
  $ 9     $ 6  







The accompanying notes are an integral part of these financial statements

 
4
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
FOR THE THREE MONTHS ENDED March 31, 2008
(Unaudited)

               
Accumulated
       
   
Managing
         
Other
       
   
General
   
Limited
   
Comprehensive
       
   
Partner
   
Partners
   
Loss
   
Total
 
                         
Balance at January 1, 2008
  $ 6,999,200     $ 17,263,100     $ (112,000 )   $ 24,150,300  
                                 
Participation in revenues and expenses:
                               
Net production revenues                                                        
    284,300       528,100             812,400  
Interest income                                                        
    800       1,600             2,400  
Depletion                                                        
    (43,500 )     (460,200 )           (503,700 )
Accretion of asset retirement obligation
    (7,300 )     (13,500 )           (20,800 )
General and administrative                                                        
    (14,600 )     (27,400 )           (42,000 )
Net earnings                                                   
    219,700       28,600             248,300  
                                 
Other comprehensive loss                                                              
                (1,125,400 )     (1,125,400 )
                                 
Distributions to partners                                                        
    (225,600 )     (419,000 )           (644,600 )
                                 
Balance at March 31, 2008
  $ 6,993,300     $ 16,872,700     $ (1,237,400 )   $ 22,628,600  











The accompanying notes are an integral part of these financial statements



 
5
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)

   
Three Months Ended
 
   
March 31,
 
   
2008
   
2007
 
Cash flows from operating activities:
           
Net earnings                                                                                                
  $ 248,300     $ 269,900  
Adjustments to reconcile net earnings to net cash provided by operating
               
activities:
               
Depletion                                                                                         
    503,700       598,800  
Accretion of asset retirement obligation                                                                                         
    20,800       20,500  
Decrease (increase) in accounts receivable – affiliate
    17,600       (23,900 )
(Decrease) increase in accrued liabilities                                                                                         
    (7,500 )     3,700  
Net cash provided by operating activities                                                                                                
    782,900       869,000  
                 
Cash flows from financing activities:
               
Distributions to partners                                                                                                
    (644,600 )     (885,800 )
Net cash used in financing activities                                                                                                
    (644,600 )     (885,800 )
                 
Net increase (decrease) in cash and cash equivalents                                                                                                
    138,300       (16,800 )
Cash and cash equivalents at beginning of period                                                                                                
    534,800       701,700  
Cash and cash equivalents at end of period                                                                                                
  $ 673,100     $ 684,900  







The accompanying notes are an integral part of these financial statements

 
6
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
NOTES TO FINANCIAL STATEMENTS
March 31, 2008
(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS


Atlas America Public #11-2002 Ltd. (the “Partnership”) is a Delaware Limited Partnership which includes Atlas Resources, LLC of Pittsburgh, Pennsylvania, as Managing General Partner ("MGP") and Operator, and 1,034 Limited Partners. The Partnership was formed on June 5, 2002 to drill and operate gas wells located primarily in western Pennsylvania and southern Ohio. The Partnership has no employees and relies on its MGP for management which, in turn, relies on its parent company, Atlas Energy Resources, LLC (NYSE:ATN), ("Atlas Energy"), for administrative services.

The financial statements as of March 31, 2008 and for the three months ended March 31, 2008 and 2007 are unaudited.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission.  However, in the opinion of management, these interim financial statements include all the necessary adjustments to fairly present the results of the interim periods presented. The unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Partnership’s Form 10-KSB for the year ended December 31, 2007.  The results of operations for the three months ended March 31, 2008 may not necessarily be indicative of the results of operations for the year ended December 31, 2008.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In addition to matters discussed further in this note, the Partnership’s significant accounting policies are detailed in its audited financial statements and notes thereto in the Partnership’s annual report on Form 10-KSB for the year ended December 31, 2007 filed with the Securities and Exchange Commission.

Use of Estimates

Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues, costs and expenses during the reporting period.  Actual results could differ from these estimates.

Accounts Receivable and Allowance for Possible Losses

In evaluating the need for an allowance for possible losses, the Partnership's MGP performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by review of its customers' credit information.  Credit is extended on an unsecured basis to many of its energy customers.  At March 31, 2008 and December 31, 2007, the Partnership's MGP’s credit evaluation indicated that the Partnership has no need for an allowance for possible losses.

Revenue Recognition

Because there are timing differences between the delivery of the Partnership’s natural gas and oil and the receipt of a delivery statement, the Partnership has unbilled revenues. These revenues are accrued based upon volumetric data from the Partnership’s records and estimates of the related transportation and compression fees which are, in turn, based upon applicable product prices. The Partnership had unbilled trade receivables of $638,100 at March 31, 2008 and $595,500 at December 31, 2007, which are included in Accounts receivable-affiliate, on the Partnership's Balance Sheets.


 
7
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depletion is based on cost less estimated salvage value primarily using the unit-of-purchase method over the assets' estimated useful lives. Maintenance and repairs are expensed as incurred. Major renewals and improvements that extend the useful lives of property are capitalized.

Oil and gas properties consist of the following at the dates indicated:
 
March 31,
   
December 31,
 
   
2008
   
2007
 
Natural gas and oil properties:
           
Proved properties:
           
Leasehold interests                                                                                             
  $ 695,700     $ 695,700  
Wells and related equipment                                                                                             
    40,225,600       40,225,600  
      40,921,300       40,921,300  
                 
Accumulated depletion of oil and gas properties                                                                                            
    (17,106,700 )     (16,603,000 )
    $ 23,814,600     $ 24,318,300  

Recently Issued Financial Accounting Standards

In March 2008, the Financial Accounting Standards Board, (“FASB”) issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, (“SFAS 161”), an amendment of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”, (“SFAS 133”). SFAS 161 requires entities to provide qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. The standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged, but not required. SFAS 161 also requires entities to disclose more information about the location and amounts of derivative instruments in financial statements; how derivatives and related hedges are accounted for under SFAS 133 and how the hedges affect the entity’s financial position, financial performance, and cash flows. The Partnership is currently evaluating whether the adoption of SFAS 161 will have an impact on its financial position or results of operations.

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


 
8
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Financial Accounting Standards (Continued)

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure eligible financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The statement was effective for the Partnership as of January 1, 2008. The adoption of SFAS 159 did not have a material impact on the Partnership’s financial position or results of operations.
 
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurement” (“SFAS 157”). SFAS 157 addresses the need for increased consistency in fair value measurements, defining fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosure requirements. In February 2008, the FASB issued Final FASB Staff Position, (“FSP FAS 157-2”). FSP FAS 157-2, which was effective upon issuance, delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value at least once a year, to fiscal years beginning after November 15, 2008. FSP FAS 157-2 also covers interim periods within the fiscal years for items within its scope. The delay is intended to allow the FASB and its constituents the time to consider the various implementation issues associated with SFAS 157. SFAS 157 was effective for the Partnership as of January 1, 2008. The adoption of SFAS 157 did not have a material impact on the Partnership’s financial position or results of operations.
 

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

The Partnership has entered into the following significant transactions with its MGP and its affiliates as provided under its Partnership agreement:

·  
Administrative costs which are included in general and administrative expenses in the Partnership’s Statements of Net Earnings are payable at $75 per well per month.  Administrative costs incurred for the three months ended March 31, 2008 and 2007 were $32,700 and $33,000, respectively.

·  
Monthly well supervision fees which are included in production expenses in the Partnership’s Statements of Net Earnings are payable at $320 and $307 per well per month in 2008 and 2007, respectively, for operating and maintaining the wells.  Well supervision fees incurred for the three months ended March 31, 2008 and 2007 were $139,800 and $135,400, respectively.

·  
Transportation fees which are included in production expenses in the Partnership’s Statements of Net Earnings are generally payable at 13% of the natural gas sales price.  Transportation fees incurred for the three months ended March 31, 2008 and 2007 were $112,300 and $126,100, respectively.

 
9
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

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

The MGP and its affiliates perform all administrative and management functions for the Partnership including billing revenues and paying expenses. Accounts receivable-affiliate on the Partnership's Balance Sheets represents the net production revenues due from the MGP.

Subordination by Managing General Partner

Under the terms of the Partnership agreement, the MGP may be required to subordinate up to 50% of its share of net production revenues of the Partnership to provide a distribution to the limited partners equal to at least 10% of their agreed subscriptions.  Subordination is determined on a cumulative basis, in each of the first five years of Partnership operations, commencing with the first distribution of revenues to the investor partners (July 2003).  Since inception of the program, the MGP has not been required to subordinate any of its revenues to its limited partners.

NOTE 4 – COMPREHENSIVE LOSS

Comprehensive loss includes net income and all other changes in equity of a business during a period from transactions and other events and circumstances from non-owner sources. These changes, other than net income, are referred to as "other comprehensive income (loss)" and, for the Partnership, include changes in the fair value of unrealized hedging contracts related to commodity derivatives. Comprehensive loss for the Partnership is as follows for the periods indicated:

   
Three Months Ended
 
   
March 31,
 
   
2008
   
2007
 
             
Net earnings                                                                                                        
  $ 248,300     $ 269,900  
Other comprehensive loss:
               
Unrealized holding loss on hedging contracts                                                                                                        
    (1,019,000 )     (1,162,000 )
Less: reclassification adjustment for gains realized in net earnings
    (106,400 )     (136,900 )
Total other comprehensive loss                                                                                                        
    (1,125,400 )     (1,298,900 )
Comprehensive loss                                                                                                        
  $ (877,100 )   $ (1,029,000 )

NOTE 5 – DERIVATIVE INSTRUMENTS

The Partnership applies the provisions of SFAS 133, which requires each derivative instrument to be recorded in the balance sheet as either an asset or liability measured at fair value. Changes in a derivative instrument’s fair value are recognized currently in earnings unless specific hedge accounting criteria are met.

Atlas Energy on behalf of the Partnership from time to time enters into natural gas and oil futures option and collar contracts to hedge exposure to changes in natural gas and oil prices. At any point in time, such contracts may include regulated New York Mercantile Exchange (“NYMEX”) futures and options contracts and non-regulated over-the-counter futures contracts with qualified counterparties. NYMEX contracts are generally settled with offsetting positions, but may be settled by the delivery of natural gas and oil. Oil contracts are based on a West Texas Intermediate ("WTI") index. These contracts have qualified and been designated as cash flow hedges and recorded at their fair values.

 
10
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

At March 31, 2008, Atlas Energy had allocated open natural gas futures contracts to the Partnership related to natural gas sales covering 1,143,700 dekatherms (“Dth”) of gas, maturing through March 31, 2013, at an average settlement price of $8.29 per Dth. In addition, Atlas Energy had allocated oil futures contracts to the Partnership related to oil sales covering 5,300 barrels (“Bbls”) of oil, maturing through March 31, 2013 at an average settlement price of $99.43 per Bbl. At March 31, 2008, the Partnership reflected a net hedge liability on its Balance Sheets of $1,237,400. Of the $1,237,400 net loss in accumulated other comprehensive loss at March 31, 2008, if the fair values of the instruments remain at current market values, the Partnership will reclassify $596,100 of net loss to its Statements of Net Earnings over the next twelve month period as these contracts expire, and $641,300 of net losses in later periods.  Actual amounts that will be reclassified will vary as a result of future price changes. The Partnership realized gains of $106,400 and $136,900 for the three months ended March 31, 2008 and 2007, respectively in oil and gas revenues within its Statements of Net Earnings related to the settlement of qualifying hedge instruments. Ineffective hedge gains or losses are recorded within the Statements of Net Earnings while the hedge contract is open and may increase or decrease until settlement of the contract. The Partnership recognized no gains or losses during the three months ended March 31, 2008 and 2007 for hedge ineffectiveness or as a result of the discontinuance of cash flow hedges.

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

Natural Gas Fixed Price Swaps
                 
                   
Production
       
Average
   
Fair Value
 
Period Ending
 
Volumes
   
Fixed Price
   
Asset/
 
December 31,
 
(MMbtu) (1)
   
(MMbtu)
   
(Liability) (2)
 
                   
2008
    257,800     $ 8.81     $ (370,900 )
2009
    318,700       8.42       (396,100 )
2010
    187,500       7.80       (215,300 )
2011
    93,800       7.51       (104,700 )
2012
    62,500       8.65       (1,800 )
2013
    15,600       8.73       (1,200 )
                    $ (1,090,000 )


 
11
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

Natural Gas Costless Collars
                     
                       
Production
           
Average
   
Fair Value
 
Period Ending
 
Option
 
Volumes
   
Floor & Cap
   
Asset/
 
December 31,
 
Type
 
(MMbtu) (1)
   
(MMbtu)
   
(Liability) (2)
 
                       
2008
 
Puts purchased
    20,300     $ 7.50     $  
2008
 
Calls sold
    20,300       9.40       (24,700 )
2010
 
Puts purchased
    50,000       7.75        
2010
 
Calls sold
    50,000       8.75       (35,700 )
2011
 
Puts purchased
    125,000       7.50        
2011
 
Calls sold
    125,000       8.45       (86,300 )
2012
 
Puts purchased
    12,500       7.00        
2012
 
Calls sold
    12,500       8.37       (11,000 )
                             
                        $ (157,700 )

Crude Oil Fixed Price Swaps
                 
                   
Production
       
Average
   
Fair Value
 
Period Ending
 
Volumes
   
Fixed Price
   
Asset/
 
December 31,
 
(Bbl)
   
(per Bbl)
   
(Liability) (2)
 
                   
2008
    600     $ 103.25     $ 2,200  
2009
    600       99.03       2,000  
2010
    500       96.52       1,300  
2011
    400       95.79       900  
2012
    400       95.35       600  
2013
    100       95.35       200  
                    $ 7,200  


 
12
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

Crude Oil Costless Collars
                     
                       
Production
           
Average
   
Fair Value
 
Period Ending
 
Option
 
Volumes
   
Floor & Cap
   
Asset/
 
December 31,
 
Type
 
(Bbl)
   
(per Bbl)
   
(Liability) (2)
 
                       
2008
 
Puts purchased
    500     $ 85.00     $ 300  
2008
 
Calls sold
    500       127.13        
2009
 
Puts purchased
    600       85.00       900  
2009
 
Calls sold
    600       118.63        
2010
 
Puts purchased
    600       85.00       800  
2010
 
Calls sold
    600       112.92        
2011
 
Puts purchased
    500       85.00       600  
2011
 
Calls sold
    500       110.81        
2012
 
Puts purchased
    400       85.00       400  
2012
 
Calls sold
    400       110.06        
2013
 
Puts purchased
    100       85.00       100  
2013
 
Calls sold
    100       110.09        
                        $ 3,100  
                             
               
Total Net Liability
    $ (1,237,400 )


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

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

   
March 31, 2008
   
December 31, 2007
 
   
Book Value
   
Fair Value
   
Book Value
   
Fair Value
 
Assets
                       
Derivative instruments                                            
  $ 28,000     $ 28,000     $ 342,100     $ 342,100  
    $ 28,000     $ 28,000     $ 342,100     $ 342,100  
Liabilities
                               
Derivative instruments                                            
  $ (1,265,400 )   $ (1,265,400 )   $ (454,100 )   $ (454,100 )
    $ (1,237,400 )   $ (1,237,400 )   $ (112,000 )   $ (112,000 )


 
13
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)


NOTE 5 – DERIVATIVE INSTRUMENTS (Continued)

Fair Value of Financial Instruments

The Partnership adopted the provisions of SFAS 157 at January 1, 2008. SFAS 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS 157’s hierarchy defines three levels of inputs that may be used to measure fair value:

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

Level 2– Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3– Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The Partnership uses the fair value methodology outlined in SFAS 157 to value the assets and liabilities for its outstanding derivative contracts. All of the Partnership’s derivatives contracts are defined as Level 2. The Partnership's natural gas and crude oil derivative contracts are valued based on prices quoted on the NYMEX or WTI and adjusted by the respective counterparty using various assumptions including quoted forward prices, time value, volatility factors, and contractual prices for the underlying instruments. In accordance with SFAS 157, the following table represents the Partnership's fair value hierarchy for its financial instruments at March 31, 2008.

   
Fair Value Measurements at March 31, 2008 Using
 
   
Quoted prices
   
Significant other
   
Significant
 
   
in active
   
observable
   
unobservable
 
   
markets
   
inputs
   
inputs
 
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
                   
Commodity-based derivatives
  $     $ (1,237,400 )   $  
                         
Total                                                     
  $     $ (1,237,400 )   $  


 
14
 
 


ATLAS AMERICA PUBLIC #11-2002 LTD.
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2008
(Unaudited)

NOTE 6 - ASSET RETIREMENT OBLIGATION

The Partnership accounts for the estimated plugging and abandonment costs for its oil and gas properties in accordance with Statement of Financial Accounting Standards No. 143 ("SFAS 143"), Accounting for Asset Retirement Obligations and Financial Accounting Standards Board ("FASB"), Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations.

A reconciliation of the Partnership’s liability for plugging and abandonment costs for the periods indicated are as follows:
   
Three Months Ended
 
   
March 31,
 
   
2008
   
2007
 
             
Asset retirement obligation at beginning of period                                                                                              
  $ 1,386,200     $ 1,362,900  
Accretion expense                                                                                              
    20,800       20,500  
Asset retirement obligation at end of period                                                                                              
  $ 1,407,000     $ 1,383,400  

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS (UNAUDITED)

Forward-Looking Statements

The matters discussed within this report include forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this report are forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

Management’s Discussion and Analysis should be read in conjunction with our Financial Statements and the Notes to our Financial Statements.

General

We were formed as a Delaware limited partnership on June 5, 2002, with Atlas Resources, Inc. as our Managing General Partner, or MGP, to drill natural gas development wells.  Atlas Resources, Inc. was merged into a newly-formed limited liability company, Atlas Resources LLC, which became an indirect subsidiary of Atlas America, Inc. Atlas Resources, LLC now serves as our MGP. We have no employees and rely on our MGP for management which, in turn, relies on its parent company, Atlas Energy Resources, LLC (NYSE:ATN), or Atlas Energy, for administrative services.

Our wells are currently producing natural gas and, to a far lesser extent, oil which are our only products.  Most of our gas is gathered and delivered to market through Atlas Pipeline Partners, L.P.'s gas gathering system, which is managed by an affiliate of our MGP.  We do not plan to sell any of our wells and will continue to produce them until they are depleted or become uneconomical to produce, at which time they will be plugged and abandoned or sold.

 
15
 
 


Results of Operations

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

   
Three Months Ended
 
   
March 31,
 
   
2008
   
2007
 
Production revenues (in thousands):
           
Gas                                                                                
  $ 1,035     $ 1,218  
Oil                                                                                
  $ 65     $ 18  
Total                                                                                
  $ 1,100     $ 1,236  
                 
Production volumes:
               
Gas (mcf/day) (2)                                                                                
    1,289       1,557  
Oil (bbls/day) (2)                                                                                
    8       4  
Total (mcfe/day) (2)                                                                                
    1,337       1,581  
                 
Average sales prices:
               
Gas (per mcf) (1) (2)                                                                                
  $ 8.82     $ 8.69  
Oil (per bbl) (2)                                                                                
  $ 88.42     $ 56.88  
                 
Average production costs:
               
As a percent of sales                                                                                
    26 %     25 %
Per mcfe (2)                                                                                
  $ 2.36     $ 2.18  
                 
Depletion per mcfe                                                                                    
  $ 4.14     $ 4.22  
______________

(1)  
The average sales price per mcf before the effects of hedging was $7.91 and $7.71 for the three months ended March 31, 2008 and 2007, respectively.
(2)  
“Mcf” means thousand cubic feet, “mcfe” means thousand cubic feet equivalent and “bbls” means barrels.  Bbls are converted to mcfe using the ratio of six mcfs to one bbl.

Natural Gas Revenues.  Our natural gas revenues were $1,034,700 and $1,217,900 for the three months ended March 31, 2008 and 2007, respectively, a decrease of $183,200 (15%).  This decrease was due to a decrease in production volumes to 1,289 mcf per day for the three months ended March 31, 2008 from 1,557 mcf per day for the three months ended March 31, 2007, a decrease of 268 mcf per day (17%), partially offset by an increase in the average sales price we received for our natural gas to $8.82 for the three months ended March 31, 2008 as compared to $8.69 for the three months ended March 31, 2007, an increase of $.13 per mcf (1%).  The $183,200 decrease in gas revenue for the three months ended March 31, 2008 as compared to the prior year similar period was attributable to a $198,400 decrease in production volumes, partially offset by a $15,200 increase in natural gas sale prices.  The overall decrease in gas production volumes for the three months ended March 31, 2008 resulted primarily from the normal decline inherent in the life of a well.

 
16
 
 


Oil Revenues.  We drill wells primarily to produce natural gas, rather than oil, but some wells have oil production.  Our oil revenues were $65,500 and $18,500 for the three months ended March 31, 2008 and 2007, respectively, an increase of $47,000 (254%).  This increase was due to an increase in the production volumes to 8 bbl per day for the three months ended March 31, 2008 from 4 bbl per day for the three months ended March 31, 2007, an increase of 4 bbl per day (100%) and an increase in the average sales price we received for our oil to $88.42 for the three months ended March 31, 2008 as compared to $56.88 for the three months ended March 31, 2007, an increase of $31.54 per bbl (55%).  The $47,000 increase in oil revenue for the three months ended March 31, 2008 as compared to the prior year similar period was attributable to a $23,700 increase in production volumes and a $23,300 increase in oil prices.

Expenses.  Production expenses were $287,800 and $309,000 for the three months ended March 31, 2008 and 2007, respectively, a decrease of $21,200 (7%). This decrease was primarily due to lower variable expenses as compared to the prior year similar period.

Depletion of oil and gas properties as a percentage of oil and gas revenues were 46% and 48% in the three months ended March 31, 2008 and 2007, respectively. This percentage change was directly attributable to revenues, oil and gas reserve quantities, product prices, production volumes and changes in the depletable cost basis of oil and gas properties.

General and administrative expenses for the three months ended March 31, 2008 and 2007 were $42,000 and $44,400, respectively, a decrease of $2,400 (5%). These expenses include third-party costs for services as well as the monthly administrative fees charged by our MGP.  This decrease was primarily due to lower third-party costs compared to the prior year similar period.

Liquidity and Capital Resources

Cash provided by operating activities decreased $86,100 in the three months ended March 31, 2008 to $782,900 as compared to $869,000 for the three months ended March 31, 2007.  This decrease was due to a reduction in net earnings before depletion and accretion of $116,400, offset by a decrease in accounts receivable-affiliate of $41,500 for the current period as compared to the prior year similar period.

Cash used in financing activities decreased $241,200 during the three months ended March 31, 2008 to $644,600 from $885,800 for the three months ended March 31, 2007.  This decrease was entirely due to lower distributions as a result of a decrease in net cash flows.

Our MGP may withhold funds for future plugging and abandonment costs.  Any additional funds, if required, will be obtained from production revenues or borrowings from our MGP or its affiliates, which are not contractually committed to make loans to us.  The amount that we may borrow may not at any time exceed 5% of our total subscriptions, and we will not borrow from third-parties.

We believe that our future cash flows from operations and amounts available from borrowings from our MGP or its affiliates, if any, will be adequate to fund our operations.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  On an on-going basis, we evaluate our estimates, including those related to our asset retirement obligations, depletion and certain accrued receivables and liabilities.  We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

 
17
 
 


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

Subordination by Managing General Partner

Under the terms of the Partnership agreement, the MGP may be required to subordinate up to 50% of its share of net production revenues of the Partnership to provide a distribution to the limited partners equal to at least 10% of their agreed subscriptions.  Subordination is determined on a cumulative basis, in each of the first five years of Partnership operations, commencing with the first distribution of revenues to the investor partners (July 2003).  Since inception of the program, the MGP has not been required to subordinate any of its revenues to its limited partners.

Recently Issued Financial Accounting Standards

In March 2008, the Financial Accounting Standards Board or FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities or SFAS 161, an amendment of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, or SFAS 133. SFAS 161 requires entities to provide qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. The standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged, but not required. SFAS 161 also requires entities to disclose more information about the location and amounts of derivative instruments in financial statements; how derivatives and related hedges are accounted for under SFAS 133 and how the hedges affect the entity’s financial position, financial performance, and cash flows. We are currently evaluating whether the adoption of SFAS 161 will have an impact on our financial position or results of operations.

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

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

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurement, or SFAS 157. SFAS 157 addresses the need for increased consistency in fair value measurements, defining fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosure requirements. In February 2008, the FASB issued Final FASB Staff Position, or FSP FAS 157-2. FSP FAS 157-2, which was effective upon issuance, delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value at least once a year, to fiscal years beginning after November 15, 2008. FSP FAS 157-2 also covers interim periods within the fiscal years for items within its scope. The delay is intended to allow the FASB and its constituents the time to consider the various implementation issues associated with SFAS 157. SFAS 157 was effective for us as of January 1, 2008. The adoption of SFAS 157 did not have a material impact on our financial position or results of operations.

 
18
 
 


ITEM 4.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

PART II.   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

Affiliates to the MGP and their subsidiaries are party to various routine legal proceedings arising in the ordinary course of their collective business. The MGP management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the MGP's financial condition or results of operations.

ITEM 6.  EXHIBITS

EXHIBIT INDEX

Exhibit No.
 
Description
     
  4.0
 
Amended and Restated Certificate and Agreement of Limited Partnership for Atlas America Public #11-2002 Ltd. (1)
 10.1
  Drilling and Operating Agreement for Atlas America Public #11-2002 Ltd. (1)
 31.1
 
Certification Pursuant to Rule 13a-14/15(d)-14
 31.2
 
Certification Pursuant to Rule 13a-14/15(d)-14
 32.1
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
_____________

(1)  
Filed on June 21, 2002 in the Form S-1 Registration Statement dated June 21, 2002, File No. 333-90980.

 
19
 
 


SIGNATURES

Pursuant to the requirements of the Securities of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
     
Atlas America Public #11-2002 Ltd.
   
     
   
Atlas Resources, LLC, Managing General Partner
     
Date:  May 13, 2008
 
By:/s/ Freddie M. Kotek
   
Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive Officer
   
and President
     
     
In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
     
     
Date:  May 13, 2008
 
By:/s/ Freddie M. Kotek
   
Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive
   
Officer and President
     
     
Date:  May 13, 2008
 
By:/s/ Matthew A. Jones
   
Matthew A. Jones, Chief Financial Officer
     
     
Date:  May 13, 2008
 
By:/s/ Nancy J. McGurk
   
Nancy J. McGurk, Vice President, Chief Accounting Officer
     
     
     
     
     



 
20
 
 

EX-31.1 2 exhibit31_1.htm EXHIBIT 31.1 exhibit31_1.htm

EXHIBIT 31.1
CERTIFICATION

I, Freddie M. Kotek, certify that:

1.  
I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2008 of Atlas America Public #11-2002 Ltd.;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)  
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the entity, particularly during the period in which this report is being prepared;
b)  
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)  
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)  
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)  
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)  
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:
/s/ Freddie M. Kotek
Name:
Freddie M. Kotek
Title:
Chief Executive Officer of the Managing General Partner
Date:
May 13, 2008
EX-31.2 3 exhibit31_2.htm EXHIBIT 31.2 exhibit31_2.htm

EXHIBIT 31.2
CERTIFICATION

I, Matthew A. Jones, certify that:

1.  
I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2008 of Atlas America Public #11-2002 Ltd.;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have;

a)  
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the entity, particularly during the period in which this report is being prepared;
b)  
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)  
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)  
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)  
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)  
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:
/s/ Matthew A. Jones
Name:
Matthew A. Jones
Title:
Chief Financial Officer of the Managing General Partner
Date:
May 13, 2008
EX-32.1 4 exhibit32_1.htm EXHIBIT 32.1 exhibit32_1.htm

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Atlas America Public #11-2002 Ltd. (the "Partnership") on Form 10-Q for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Freddie M. Kotek, Chief Executive Officer of the Managing General Partner, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
(2)  
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

By:
/s/ Freddie M. Kotek
Name:
Freddie M. Kotek
Title:
Chief Executive Officer of the Managing General Partner
Date:
May 13, 2008
EX-32.2 5 exhibit32_2.htm EXHIBIT 32.2 exhibit32_2.htm

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Atlas America Public #11-2002 Ltd. (the "Partnership") on Form 10-Q for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Matthew A. Jones, Chief Financial Officer of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
(2)  
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

By:
/s/ Matthew A. Jones
Name:
Matthew A. Jones
Title:
Chief Financial Officer of the Managing General Partner
Date:
May 13, 2008
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