United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2016~~2017

☐	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 333-150925-02

ATLAS RESOURCES PUBLIC #18-2009 (B) L.P.

(Name of small business issuer in its charter)

Delaware		26-3223040
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
Park Place Corporate Center One1000 Commerce Drive, 4th FloorPittsburgh, PA		15275
425 Houston Street, Suite 300Fort Worth, TX		76102
(Address of principal executive offices)		(zip code)

Issuer’s telephone number, including area code: (412)-489-0006

Indicate by check mark whether the registrant (1) has 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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan ~~smaller~~emerging ~~reporting~~growth company. See ~~the~~ definitions of “large accelerated filer”, “accelerated filer,” “~~non~~smaller ~~accelerated~~reporting ~~filer~~company,” and “~~smaller~~emerging ~~reporting~~growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☑☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

ATLAS RESOURCES PUBLIC #18-2009 (B) L.P.

(A Delaware Limited Partnership)

INDEX TO QUARTERLY REPORT

ON FORM 10-Q

		PAGE
PART I.	FINANCIAL INFORMATION (Unaudited)
Item 1:
	Condensed Balance Sheets as of September 30, 2016 and December 31, 2015	3
	Condensed Balance Sheets as of March 31, 2017 and December 31, 2016	3
	Condensed Statements of Operations for the Three and Nine Months ended September 30, 2016 and 2015	4
	Condensed Statements of Operations for the Three Months ended March 31, 2017 and 2016	4
	Condensed Statements of Comprehensive Income (Loss) for the Three and Nine Months ended September 30, 2016 and 2015	5
	Condensed Statement of Changes in Partners’ Capital for the Three Months ended March 31, 2017	5
	Condensed Statement of Changes in Partners’ Capital for the Nine Months ended September 30, 2016	6
	Condensed Statements of Cash Flows for the Three Months ended March 31, 2017 and 2016	6
	Condensed Statements of Cash Flows for the Nine Months ended September 30, 2016 and 2015	7
	Notes to Condensed Financial Statements	7
	Notes to Condensed Financial Statements	8
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 4:	Controls and Procedures	17
Item 4:	Controls and Procedures	22
PART II.	OTHER INFORMATION
Item 1:	Legal Proceedings	2217
Item 6:	Exhibits	2318
SIGNATURES		2419
CERTIFICATIONS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ATLAS RESOURCES PUBLIC #18-2009 (B) L.P.

CONDENSED BALANCE SHEETS

(Unaudited)

	September 30,2016		December 31,2015
	March 31,2017		December 31,2016
ASSETS
Current assets:
Cash	$	~~233~~296,~~400~~700	$	73297,~~900~~200
Accounts receivable trade–affiliate		~~353~~577,~~100~~700		~~451~~386,~~000~~600
Current portion of derivative assets		41,400		359,900
Total current assets		874,400		683,800
Total current assets		627,900		884,800
Gas and oil properties, net		4,741,000		4,844,700
Gas and oil properties, net		5,007,500		5,331,700
Long-term asset retirement receivable-affiliate		251,000		216,200
Long-term asset retirement receivable-affiliate		181,400		69,400
Total assets	$	5,866,400	$	5,744,700
Total assets	$	5,816,800	$	6,285,900
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable trade-affiliate	$	399,600	$	399,600
Accrued liabilities		4438,~~900~~100		4043,~~800~~300
Put premiums payable-affiliate		-		63,300
Total current liabilities		437,700		442,900
Total current liabilities		444,500		503,700
Asset retirement obligations		1,668,000		1,649,900
Asset retirement obligations		1,632,500		1,580,500
Commitments and contingencies (Note 4)
Commitments and contingencies (Note 6)
Partners’ capital:
Managing general partner’s interest		~~600~~683,~~700~~500		~~568~~620,~~100~~000
Limited partners’ interest (12,278 units)		3,~~139~~077,~~100~~200		3,~~633~~031,~~600~~900
Accumulated other comprehensive income		-		-
Total partners’ capital		3,760,700		3,651,900
Total partners’ capital		3,739,800		4,201,700
Total liabilities and partners’ capital	$	5,866,400	$	5,744,700
Total liabilities and partners’ capital	$	5,816,800	$	6,285,900

See accompanying notes to condensed financial statements.

ATLAS RESOURCES PUBLIC #18-2009 (B) L.P.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2016			2015			2016			2015
	2017			2016
REVENUES
Natural gas and oil	$	~~336~~725,~~300~~500		$	~~476~~407,~~400~~800		$	~~1,056,800~~		$	~~1,981,600~~
Gain on mark-to-market derivatives		~~2,400~~-			~~133~~60,~~100~~600			~~600~~			~~215,300~~
Total revenues		~~338~~725,~~700~~500			~~609~~468,~~500~~400			~~1,057,400~~			~~2,196,900~~
COSTS AND EXPENSES
Production		~~188~~239,~~400~~500			~~383~~317,~~200~~400			~~731,200~~			~~1,259,400~~
Depletion		93103,~~800~~700			~~384~~120,100			~~324,200~~			~~1,185,100~~
Impairment		-			15,228,700			-			15,228,700
Accretion of asset retirement obligations		18,100			17,400
Accretion of asset retirement obligations		17,300			21,300			52,000			64,100
General and administrative		23,200			23,400
General and administrative		23,300			27,700			70,600			81,200
Total costs and expenses		384,500			478,300
Total costs and expenses		322,800			16,045,000			1,178,000			17,818,500
Net income (loss)	$	341,000		$	(9,900	)
Net income (loss)	$	15,900		$	(15,435,500	)	$	(120,600	)	$	(15,621,600	)
Allocation of net income (loss):
Allocation of net income (loss):
Managing general partner	$	113,700		$	5,600
Managing general partner	$	23,000		$	(1,552,000	)	$	34,500		$	(1,538,900	)
Limited partners	$	227,300		$	(15,500	)
Limited partners	$	(7,100	)	$	(13,883,500	)	$	(155,100	)	$	(14,082,700	)
Net income (loss) per limited partnership unit	$	19		$	(1	)
Net loss per limited partnership unit	$	(1	)	$	(1,131	)	$	(13	)	$	(1,147	)

See accompanying notes to condensed financial statements.

ATLAS RESOURCES PUBLIC #18-2009 (B) L.P.

CONDENSED ~~STATEMENTS~~STATEMENT OF ~~COMPREHENSIVE~~CHANGES ~~INCOME~~IN ~~(LOSS)~~PARTNERS’ CAPITAL

FOR THE THREE MONTHS ENDED

March 31, 2017

(Unaudited)

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		Managing
	2016				2015				2016				2015
		General				Limited
Net income (loss)	$	15,900			$	(15,435,500	)		$	(120,600	)		$	(15,621,600	)
		Partner				Partners						Total
Other comprehensive loss:
Balance at December 31, 2016		$	620,000			$	3,031,900					$	3,651,900
Difference in estimated hedge receivable		-				(241,100	)			-				(280,600	)
Participation in revenues, costs and expenses:
Reclassification adjustment to net loss of mark-to-market gains on cash flow hedges		-				(74,700	)			-				(246,800	)
Net production revenues			136,500				349,500						486,000
Total other comprehensive loss		-				(315,800	)			-				(527,400	)
Depletion			(11,200	)			(92,500	)					(103,700	)
Comprehensive income (loss)	$	15,900			$	(15,751,300	)		$	(120,600	)		$	(16,149,000	)
Accretion of asset retirement obligations			(5,100	)			(13,000	)					(18,100	)
General and administrative			(6,500	)			(16,700	)					(23,200	)
Net income			113,700				227,300						341,000
Distributions to partners			(50,200	)			(182,000	)					(232,200	)
Balance at March 31, 2017		$	683,500			$	3,077,200					$	3,760,700

See accompanying notes to condensed financial statements.

ATLAS RESOURCES PUBLIC #18-2009 (B) L.P.

CONDENSED ~~STATEMENT~~STATEMENTS OF ~~CHANGES~~CASH INFLOWS ~~PARTNERS’ CAPITAL~~

FOR THE NINE MONTHS ENDED

September 30, 2016

(Unaudited)

							Accumulated
	Three Months Ended
	Managing						Other
	March 31,
	General			Limited			Comprehensive
	2017			2016
	Partner			Partners			Income (Loss)		Total
Cash flows from operating activities:
Balance at December 31, 2015	$	568,100		$	3,633,600		$	-	$	4,201,700
Net income (loss)	$	341,000		$	(9,900	)
Participation in revenues, costs and expenses:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net production revenues		100,600			225,000			-		325,600
Depletion		103,700			120,100
Gain on mark-to-market derivatives		-			600			-		600
Non cash loss on derivative value		-			36,500
Depletion		(31,700	)		(292,500	)		-		(324,200	)
Accretion of asset retirement obligations		18,100			17,400
Accretion of asset retirement obligations		(14,600	)		(37,400	)		-		(52,000	)
Changes in operating assets and liabilities:
General and administrative		(19,800	)		(50,800	)		-		(70,600	)
Increase in accounts receivable trade-affiliate		(191,100	)		(88,800	)
Net income (loss)		34,500			(155,100	)		-		(120,600	)
Increase in asset retirement receivable-affiliate		(34,800	)		(42,500	)
Other comprehensive loss		-			-			-		-
(Decrease) increase in accrued liabilities		(5,200	)		6,700
Distributions to partners		(1,900	)		(339,400	)		-		(341,300	)
Net cash provided by operating activities		231,700			39,500
Balance at September 30, 2016	$	600,700		$	3,139,100		$	-	$	3,739,800
Cash flows from investing activities:
Net cash provided by investing activities		-			-
Cash flows from financing activities:
Distributions to partners		(232,200	)		(74,200	)
Net cash used in financing activities		(232,200	)		(74,200	)
Net change in cash		(500	)		(34,700	)
Cash at beginning of period		297,200			73,900
Cash at end of period	$	296,700		$	39,200

See accompanying notes to condensed financial statements.

ATLAS RESOURCES PUBLIC #18-2009 (B) L.P.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2016			2015
Cash flows from operating activities:
Net loss	$	(120,600	)	$	(15,621,600	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depletion		324,200			1,185,100
Impairment		-			15,228,700
Non cash loss (gain) on derivative value		255,200			(178,700	)
Accretion of asset retirement obligations		52,000			64,100
Changes in operating assets and liabilities:
Decrease in accounts receivable trade-affiliate		97,900			432,700
Increase in asset retirement receivable-affiliate		(112,000	)		(30,800	)
Increase in accrued liabilities		4,100			8,900
Net cash provided by operating activities		500,800			1,088,400
Cash flows from investing activities:
Proceeds from the sale of tangible equipment		-			3,300
Net cash provided by investing activities		-			3,300
Cash flows from financing activities:
Distributions to partners		(341,300	)		(1,091,700	)
Net cash used in financing activities		(341,300	)		(1,091,700	)
Net change in cash		159,500			-
Cash at beginning of period		73,900			-
Cash at end of period	$	233,400		$	-

See accompanying notes to condensed financial statements.

ATLAS RESOURCES PUBLIC #18-2009 (B) L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2016~~2017

(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

Atlas Resources Public #18-2009 (B) L.P. (the “Partnership”) is a Delaware limited partnership, formed on April 8, 2008 with Atlas Resources, LLC serving as its Managing General Partner and Operator (“Atlas Resources” or the “MGP”). Atlas Resources is an indirect subsidiary of Titan Energy, LLC (“Titan”). Titan is an independent developer and producer of natural gas, crude oil, and natural gas liquids, with operations in basins across the United States. Titan isalso asponsors ~~leading sponsor~~ and ~~manager~~manages of tax-advantaged investment partnerships, in which it co-invests to finance a portion of its natural gas and oil production activities. Titan is the successor to the business and operations of Atlas Resource Partners, L.P. (“ARP”), a Delaware limited partnership organized in 2012. Unless the context otherwise requires, references below to “the Partnership”, “we,” “us”, “our” and “our company”, refer to Atlas Resources Public #18-2009 (B) L.P.

Atlas Energy Group, LLC (“Atlas Energy Group”; ~~OTC~~OTCQX: ATLS) is a publicly traded company and ~~operates~~manages Titan and the MGP through a 2% preferred member interest in Titan.

The Partnership has drilled and currently operates wells located in Pennsylvania, Tennessee and Indiana. We have no employees and rely on our MGP for management, which in turn, relies on Atlas Energy Group for administrative services.

The Partnership’s operating cash flows are generated from its wells, which produce natural gas and oil. Produced natural gas and oil is then delivered to market through affiliated and/or third-party gas gathering systems. The Partnership intends to produce its wells until they are depleted or become uneconomical to produce, at which time they will be plugged and abandoned or sold. The Partnership does not expect to drill additional wells and expects no additional funds will be required for drilling.

The condensed financial statements, which are unaudited, except for the balance sheet at December 31, 2015, which is derived from audited financial statements, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto presented in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the three and nine months ended September 30, 2016 may not necessarily be indicative of the results of operations for the year ended December 31, 2016.

The economic viability of the Partnership’s production is based on a variety of factors including proved developed reserves that it can expect to recover through existing wells with existing equipment and operating methods or in which the cost of additional required extraction equipment is relatively minor compared to the cost of a new well; and through currently installed extraction equipment and related infrastructure which is operational at the time of the reserves estimate (if the extraction is by means not involving drilling, completing or reworking a well). There are numerous uncertainties inherent in estimating quantities of proven reserves and in projecting future net revenues.

The prices at which the Partnership’s natural gas and oil will be sold are uncertain and the Partnership is not guaranteed a specific price for the sale of its production. Changes in natural gas and oil prices have a significant impact on the Partnership’s cash flow and the value of its reserves. Lower natural gas and oil prices may not only decrease the Partnership’s revenues, but also may reduce the amount of natural gas and oil that the Partnership can produce economically.

Atlas Resource Partners, L.P. Restructuring and Chapter 11 Bankruptcy Proceedings

On July 25, 2016, Atlas Resource Partners, L.P. (“ARP”) and certain of its subsidiaries, including the MGP, and Atlas Energy Group, solely with respect to certain sections thereof, entered into a restructuring support agreement with ARP’s lenders (the “Restructuring Support Agreement”) to support ARP’s restructuring that reduced debt on its balance sheet (the “Restructuring”) pursuant to a pre-packaged plan of reorganization (the “Plan”).

On July 27, 2016, ARP and certain of its subsidiaries, including the MGP, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The cases commenced thereby were jointly administered under the caption “In re: ATLAS RESOURCE PARTNERS, L.P., et al.”

ARP and the MGP operated the Partnership’s businesses as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and the orders of the Bankruptcy Court. Under the Plan, all suppliers, vendors, employees, royalty owners, trade partners and landlords were unimpaired and will be satisfied in full in the ordinary course of business, and the MGP’s existing trade contracts and terms were maintained. To assure ordinary course operations, ARP and the MGP obtained interim approval from the Bankruptcy Court on a variety of “first day” motions, including motions seeking authority to use cash collateral on a consensual basis, pay wages and benefits for individuals who provide services to the Partnership, and pay vendors, oil and gas obligations and other creditor claims in the ordinary course of business.

The Partnership was not a party to the Restructuring Support Agreement. The ARP Restructuring did not materially impact the MGP or its ability to perform as the managing general partner and operator of the Partnership’s operations. In June 2016, the MGP transferred $167,700 of funds to the Partnership based on projected monthly distributions to its limited partners over the next several months to ensure accessible distribution funding coverage in accordance with the Partnership’s operations and partnership agreements in the event the MGP experienced a prolonged restructuring period as the MGP performs all administrative and management functions for the Partnership. As of September 30, 2016 the Partnership has used these funds for distributions. On July 26, 2016, the MGP adopted certain amendments to our partnership agreement, in accordance with the MGP’s ability to amend our partnership agreement to cure an ambiguity in or correct or supplement any provision of our partnership agreement as may be inconsistent with any other provision, to provide that bankruptcy and insolvency events, such as the MGP’s Chapter 11 filing, with respect to the managing general partner would not cause the managing general partner to cease to serve as the managing general partner of the Partnership nor cause the termination of the Partnership.

Atlas Energy Group was not a party to the ARP Restructuring. Atlas Energy Group remains controlled by the same ownership group and management team and thus, the ARP Restructuring did not have a material impact on the ability of Atlas Energy Group management to operate ARP or the other Atlas Energy Group businesses.

On August 26, 2016, an order confirming ARP’s Plan was entered by the Bankruptcy Court. On September 1, 2016, ARP’s Plan became effective and ARP emerged as Titan.

Liquidity, Capital Resources and Ability to Continue as a Going Concern

The Partnership is generally limited to the amount of funds generated by the cash flow from its operations to fund its obligations and make distributions, if any, to its partners. Historically, there has been no need to borrow funds from the MGP to fund operations as the cash flow from the Partnership’s operations had been adequate to fund its obligations and distributions to its partners. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and ~~have~~ continued to ~~decline and~~ remain low in ~~2016~~2017. These lower commodity prices have negatively impacted the Partnership’s revenues, earnings and cash flows. Sustained low commodity prices will have a material and adverse effect on the Partnership’s liquidity position and may make it uneconomical for the Partnership to produce its wells until they are depleted as the Partnership originally intended. In addition, the Partnership has experienced significant downward revisions of its natural gas and oil reserves volumes and values due to the declines in commodity prices. The MGP continues to implement various cost saving measures to reduce the Partnership’s operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be strategic in managing the Partnership’s cost structure and, in turn, liquidity to meet its operating needs. To the extent commodity prices remain low or decline further, or the Partnership experiences other disruptions in the industry, the Partnership’s ability to fund its operations and make distributions may be further impacted, and could result in the liquidation of the Partnership’s operations.

Historically, there has been no need to borrow funds from the MGP to fund operations as the cash flow from the Partnership’s operations have been adequate to fund its obligations and distributions to its partners. However, the recent significant declines in commodity prices have challenged the Partnership’s ability to fund its operations and may make it uneconomical for the Partnership to produce its wells until they are depleted as the Partnership originally intended. Accordingly, these conditions may raise substantial doubt about the Partnership’s ability to continue as a going concern.7

The uncertainties of Titan’s and the MGP’s liquidity and capital resources (as further described below) raise substantial doubt about Titan’s and the MGP’s ability to continue as a going concern, which also raises substantial doubt about the Partnership’s ability to continue as a going concern. If Titan is unsuccessful in taking actions to resolve its liquidity issues (as further described below), the MGP’s ability to continue the Partnership’s operations may be further impacted and may make it uneconomical for the Partnership to produce its wells until they are depleted as originally intended.

If the Partnership is not able to continue as a going concern, the Partnership will liquidate. If the Partnership’s operations are liquidated, a valuation of the Partnership’s assets and liabilities would be determined by an independent expert in accordance with the partnership agreement. It is possible that based on such determination, the Partnership would not be able to make any liquidation distributions to its limited partners. A liquidation could result in the transfer of the post-liquidation assets and liabilities of the Partnership to the MGP and would occur without any further contributions from or distributions to the limited partners.

The ~~significant risks and uncertainties related to the Partnership’s ability to fund its operations may raise substantial doubt about the Partnership’s ability to continue as a going concern. The~~ financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. If the Partnership cannot continue as a going concern, adjustments to the carrying values and classification of the Partnership’s assets and liabilities and the reported amounts of income and expenses could be required and could be material.

9MGP’s Liquidity, Capital Resources, and Ability to Continue as a Going Concern

~~Liquidity~~The ~~and~~MGP’s ~~Capital~~primary ~~Resources~~sources of ~~the~~liquidity are cash generated from operations, capital raised through its drilling partnership program, and borrowings under Titan’s credit facilities. The MGP’s primary cash requirements are operating expenses, payments to Titan for debt service including interest, and capital expenditures.

The MGP’s ~~primary~~has ~~sources~~historically offunded ~~liquidity~~its ~~are~~operations, ~~cash~~acquisitions ~~generated~~and ~~from~~cash ~~operations,~~distributions ~~capital~~primarily ~~raised~~ through ~~its~~cash ~~drilling~~generated ~~partnership~~from ~~program~~operations, ~~and~~amounts ~~borrowings~~available under ~~its~~Titan’s credit facilities and equity and debt offerings. The MGP’s ~~primary~~future cash ~~requirements~~flows are ~~operating~~subject ~~expenses,~~to ~~debt~~a ~~service~~number of variables, including ~~interest~~oil and natural gas prices. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and continued to remain low in 2017. These lower commodity prices have negatively impacted the MGP’s revenues, earnings and cash flows. Sustained low commodity prices could have a material and adverse effect on the MGP’s liquidity position. In addition, challenges with the MGP’s ability to raise capital ~~expenditures~~through its drilling partnership program, either as a result of downturn in commodity prices or other difficulties affecting the fundraising channel, have negatively impacted Titan’s and the MGP’s ability to remain in compliance with the covenants under its credit facilities.

~~The~~Titan ~~MGP~~was ~~has~~not ~~historically~~in ~~funded~~compliance ~~its~~with ~~operations,~~certain ~~acquisitions~~of ~~and~~the ~~cash~~financial ~~distributions~~covenants ~~primarily through cash generated from operations, amounts available~~ under its credit facilities ~~and~~as ~~equity~~of ~~and~~December ~~debt~~31, ~~offerings.~~2016, ~~The~~as ~~MGP’s~~well ~~future~~as ~~cash~~the ~~flows~~requirement ~~are subject~~ to adeliver ~~number~~audited offinancial ~~variables,~~statements ~~including~~without ~~oil~~a ~~and~~going ~~natural~~concern ~~gas prices~~qualification. ~~Prices~~Titan ~~for oil~~ and ~~natural gas began to decline significantly during~~ the ~~fourth~~MGP ~~quarter~~do ofnot ~~2014~~currently ~~and~~ have ~~continued~~sufficient liquidity to ~~decline~~repay ~~and~~all ~~remain~~of ~~low in 2016. These lower commodity prices have negatively impacted the MGP~~Titan’s ~~revenues~~outstanding indebtedness, ~~earnings~~ and ~~cash~~as ~~flows. Sustained low commodity prices could have~~ a ~~material~~result, ~~and~~there ~~adverse~~is ~~effect~~substantial ondoubt ~~the~~regarding ~~MGP~~Titan’s ~~liquidity~~and ~~position. In addition, challenges with~~ the MGP’s ability to ~~raise~~continue ~~capital through its drilling partnership program, either~~ as a ~~result~~going of downturn in commodity prices or other difficulties affecting the fundraising channel, could negatively impact the MGP’s ability to remain in compliance with the covenants under its credit facilitiesconcern.

IfOn ~~the~~April ~~MGP~~19, is2017, ~~unable~~Titan toentered ~~remain~~into ina ~~compliance~~third ~~with~~amendment ~~the~~to ~~covenants~~its ~~under~~first ~~its~~lien credit ~~facilities,~~facility ~~absent~~in ~~relief~~an ~~from~~attempt ~~its~~to ~~lenders,~~ameliorate assome ~~applicable,~~of ~~the~~its ~~MGP~~liquidity ~~may~~concerns. beThe ~~forced~~amendment toprovides ~~repay~~for, oramong ~~refinance~~other ~~such~~things, ~~indebtedness.~~waivers ~~Upon~~of ~~the~~non-compliance, ~~occurrence~~increases ofin ancertain ~~event~~financial ofcovenant ~~default,~~ratios ~~the~~and ~~lenders~~scheduled ~~under~~decreases ~~the~~in ~~MGP~~Titan’s ~~credit~~borrowing ~~facilities,~~base. asIn ~~applicable~~addition, ~~could~~Titan ~~elect~~expects tothat ~~declare~~it ~~all~~will ~~amounts~~sell ~~outstanding~~a ~~immediately~~significant ~~due~~amount ~~and~~of ~~payable~~non-core ~~and~~assets in the ~~lenders~~near ~~could~~future ~~terminate all commitments~~ to ~~extend~~comply ~~further~~with ~~credit.~~the Ifrequirements ~~an event~~ of ~~default~~its ~~occurs~~first ~~(including~~lien ifcredit ~~the~~facility ~~MGPs’s~~amendment ~~borrowing~~and ~~base~~to isattempt ~~redetermined~~to ~~below~~enhance its ~~current~~liquidity. ~~outstanding~~The ~~borrowings~~lenders’ ~~and~~waivers ~~they~~ are ~~unable~~subject to ~~repay~~revocation ~~the~~in ~~deficiency~~certain orcircumstances, ~~deposit~~including ~~additional~~the ~~collateral~~exercise toof ~~eliminate~~remedies ~~such~~by ~~deficiency),~~junior orlenders if(including ~~other~~pursuant ~~debt~~to ~~agreements~~Titan’s ~~cross-default,~~second ~~and~~lien ~~the~~credit ~~lenders~~facility), ~~under~~ the ~~affected~~failure ~~debt~~to ~~agreements~~extend ~~accelerate~~ the ~~maturity~~180-day ofstandstill ~~any~~period ~~loans~~under orthe ~~other~~intercreditor ~~debt~~agreement ~~outstanding,~~at ~~the~~least ~~MGP~~15 ~~will~~business ~~not~~days ~~have~~prior ~~sufficient liquidity~~ to ~~repay all of~~ its ~~outstanding indebtedness~~expiration, and asthe aoccurrence ~~result,~~of ~~there~~additional ~~would~~events beof ~~substantial~~default ~~doubt~~under ~~regarding~~ the ~~MGP’s~~first ~~ability~~lien tocredit ~~continue as a going concern~~facility.

~~The~~On ~~MGP~~April 21, ~~continually~~2017, ~~monitors~~the lenders under the ~~capital~~Titan’s ~~markets~~second ~~and~~lien ~~our~~credit ~~capital~~facility ~~structure~~delivered a notice of events of default and ~~may~~reservation ~~make~~of ~~changes~~rights, pursuant to ~~its~~which ~~capital~~they ~~structure~~noticed ~~from~~events ~~time~~of default related to ~~time,~~financial ~~with~~covenants and the ~~goal~~failure ofto ~~maintaining~~deliver financial ~~flexibility,~~statements ~~preserving~~without ora ~~improving~~“going ~~liquidity,~~concern” ~~strengthening~~qualification. ~~its~~The ~~balance~~delivery ~~sheet,~~of ~~meeting~~such ~~its~~notice ~~debt~~began ~~service~~the ~~obligations~~180-day ~~and/or~~standstill ~~achieving~~period ~~cost~~under ~~efficiency. For~~the ~~example~~intercreditor agreement, during which the ~~MGP~~lenders ~~could~~under ~~pursue~~the ~~options~~second ~~such~~lien ascredit ~~refinancing,~~facility ~~restructuring~~are orprevented ~~reorganizing~~from ~~its~~pursuing ~~indebtedness~~remedies oragainst ~~capital~~the ~~structure~~collateral orsecuring ~~seek~~Titan’s toobligations ~~raise~~under ~~additional~~the ~~capital~~second ~~through~~lien ~~debt~~credit orfacility. ~~equity~~The ~~financing~~lenders tohave ~~address~~not ~~its~~accelerated ~~liquidity~~the ~~concerns~~payment ~~and~~of ~~high~~amounts ~~debt~~outstanding ~~levels~~under the second lien credit facility.

The MGP also continues to implement various cost saving measures to reduce its capital, operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be opportunistic and aggressive in managing its cost structure and, in turn, its liquidity to meet its capital and operating needs. The MGP cannot provide any assurances that any of these efforts will be successful or will result in cost reductions or cash flows or the timing of any such cost reductions or additional cash flows. It is also possible additional adjustments to the MGP’s plan and outlook may occur based on market conditions and its needs at that time, which could include selling assets, seeking additional partners to develop its assets, and/or reducing its planned capital program. In addition, to the extent commodity prices remain low or decline further, or the MGP experiences disruptions in its longer-term access to or cost of capital, the MGP’s ability to fund future capital expenditures, growth projects or the Partnership’s operations may be further impacted.8

10Titan continually monitors the capital markets and the MGP’s capital structure and may make changes to its capital structure from time to time, with the goal of maintaining financial flexibility, preserving or improving liquidity, strengthening its balance sheet, meeting its debt service obligations and/or achieving cost efficiency. For example, Titan could pursue options such as refinancing, restructuring or reorganizing its indebtedness or capital structure or seek to raise additional capital through debt or equity financing to address its liquidity concerns and high debt levels. Titan is evaluating various options, but there is no certainty that Titan will be able to implement any such options, and cannot provide any assurances that any refinancing or changes in its debt or equity capital structure would be possible or that additional equity or debt financing could be obtained on acceptable terms, if at all, and such options may result in a wide range of outcomes for Titan’s stakeholders. In addition, Titan expects that it will sell a significant amount of non-core assets in the near future to comply with the requirements of its first lien credit facility amendment and to attempt to enhance its liquidity. However, there is no guarantee that the proceeds Titan receives for any asset sale will satisfy the repayment requirements under its first lien credit facility.

Titan’s Appalachia Divestiture

On May 4, 2017, Titan entered into a definitive agreement to sell its conventional Appalachia and Marcellus assets to Diversified Gas & Oil, PLC (“Diversified”), for $84.2 million. The transaction includes the sale of approximately 8,400 oil and gas wells across Pennsylvania, Ohio, Tennessee, New York and West Virginia, along with the associated infrastructure. Titan will retain its Utica Shale position, Indiana assets and West Virginia coalbed methane assets in the region. The transaction is subject to customary closing conditions, has an effective date of April 1, 2017 and is expected to close in June 2017. The net proceeds will be used to repay a portion of outstanding borrowings under Titan’s first lien credit facility. The transaction will significantly improve Titan’s first lien credit facility metrics and is expected to fulfill its borrowing base step down to $360 million, which is scheduled to occur on August 31, 2017.

The assets Titan has agreed to sell to Diversified include its indirect interests in the Partnership’s Appalachia and Marcellus assets. Titan expects that the MGP will effectuate one or more transactions involving the Partnership in connection with the sale, pursuant to which the Partnership’s Appalachia and Marcellus assets will be segregated to allow Titan to transfer the MGP’s equity interests in the Partnership with respect to the Partnership’s Appalachia and Marcellus assets. Following Titan’s transfer, Diversified will be the managing general partner and operator with respect to the Appalachia and Marcellus assets.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the Partnership’s ~~condensed~~ financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities that exist at the date of the Partnership’s condensed financial statements, as well as the reported amounts of revenues and costs and expenses during the reporting periods. The Partnership’s condensed financial statements are based on a number of significant estimates, including the revenue and expense accruals, depletion, impairments, fair value of derivative instruments and the probability of forecasted transactions. The natural gas industry principally conducts its business by processing actual transactions many as 60 days after the month of delivery. Consequently, the most recent two months’ financial results were recorded using estimated volumes and contract market prices. Actual results could differ from those estimates.

Gas and Oil Properties

The following is a summary of gas and oil properties at the dates indicated:

	September 30,			December 31,
	March31,			December 31,
	2016			2015
	2017			2016
Proved properties:
Leasehold interests	$	906,300		$	906,300
Wells and related equipment		128,077,100			128,077,100
Total natural gas and oil properties		128,983,400			128,983,400
Accumulated depletion and impairment		(~~123~~124,~~975~~242,~~900~~400	)		(~~123~~124,~~651~~138,700	)
Gas and oil properties, net	$	54,~~007~~741,~~500~~000		$	54,~~331~~844,700

Derivative Instruments

The Partnership’s MGP entered into certain financial contracts to manage the Partnership’s exposure to movement in commodity prices. On January 1, 2015, the Partnership discontinued hedge accounting through de-designation for all of its existing commodity derivatives which were qualified as hedges. As such, subsequent changes in fair value after December 31, 2014 of these derivatives were recognized immediately within gain (loss) on mark-to-market derivatives in the Partnership’s statements of operations, while the fair values of the instruments recorded in accumulated other comprehensive income as of December 31, 2014 were reclassified to the statements of operations in the periods in which the respective derivative contracts settled. During the three months ended March 31, 2017, the Partnership did not have any derivative activity as all derivative contracts have been matured. During the three months ended March 31, 2016, the Partnership recorded $60,600 as a gain subsequent to hedge accounting recognized in gain on mark-to-market derivatives.

Recently Issued Accounting Standards

In ~~February~~May ~~2016~~2014, the FASB updated the accounting guidance related to ~~leases~~revenue recognition. The updated accounting guidance ~~requires~~provides ~~lessees~~a single, contract-based revenue recognition model to ~~recognize~~help aimprove ~~lease~~financial ~~asset~~reporting ~~and~~by ~~liability~~providing atclearer ~~the~~guidance ~~commencement~~on ~~date~~when ofan ~~all~~entity ~~leases~~should ~~(with~~recognize revenue, and by reducing the ~~exception~~number of ~~short-term~~standards ~~leases),~~to ~~initially~~which ~~measured~~an atentity has to refer. In July 2015, the ~~present~~FASB ~~value~~voted ofto defer the ~~lease~~effective ~~payments~~date by one year to December 15, 2017 for annual reporting periods beginning after that date. The updated accounting guidance isprovides ~~effective~~companies ~~for~~with ~~the~~alternative ~~Partnership~~methods asof adoption. We are evaluating the impact of ~~January~~this 1,updated ~~2019~~accounting ~~and~~guidance ~~requires~~on aour ~~modified~~financial ~~retrospective~~statements. ~~transition~~This ~~approach~~accounting ~~for~~guidance ~~leases~~will ~~existing~~require ~~at,~~that orour ~~entered~~revenue ~~into~~recognition ~~after,~~policy disclosures include further detail regarding our performance obligations as to the ~~beginning~~nature, amount, timing, and estimates of ~~the~~revenue ~~earliest~~and ~~period~~cash ~~presented~~flows generated from our contracts with customers. ~~The~~ ~~Partnership~~We isare ~~currently~~still in the process of determining ~~the~~whether ~~impact~~or ~~that~~not we will use the ~~updated~~retrospective ~~accounting~~method ~~guidance~~or ~~will~~the ~~have~~modified onretrospective ~~its~~approach ~~financial~~to ~~statements~~implementation.

InNOTE ~~August~~3 ~~2014,~~- ~~the~~CERTAIN ~~FASB~~RELATIONSHIPS ~~updated~~AND ~~the~~RELATED ~~accounting~~PARTY ~~guidance~~TRANSACTIONS related to the evaluation of whether there is substantial doubt about an entity’s ability to continue as a going concern. The updated accounting guidance requires an entity’s management to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year from the date the financial statements are issued and provide footnote disclosures, if necessary. The updated guidance is effective as of January 1, 2017 and the Partnership is currently in the process of determining the impact of providing the enhanced disclosures, as applicable, within its condensed financial statements.

In May 2014, the FASB updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing clearer guidance on when an entity should recognize revenue, and by reducing the number of standards to which an entity has to refer. In July 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The updated accounting guidance provides companies with alternative methods of adoption. The Partnership is currently in the process of determining the impact that the updated accounting guidance will have on its condensed financial statements and its method of adoption.

NOTE 3 - DERIVATIVE INSTRUMENTS

The MGP, on behalf of the Partnership, uses a number of different derivative instruments, principally put contracts and swaps, in connection with the partnership’s commodity price risk management activities. The Partnership does not apply hedge accounting to any of its derivative instruments. As a result, gains and losses associated with derivative instruments are recognized in earnings.

The Partnership enters into commodity put contracts and swaps to achieve more predictable cash flows by hedging the Partnership’s exposure to changes in commodity prices. At any point in time, such contracts may include regulated New York

Mercantile Stock Exchange (“NYMEX”) futures and options contracts and non-regulated over-the-counter futures contracts with qualified counterparties. NYMEX contracts are generally settled with offsetting positions, but may be settled by the physical delivery of the commodity. These contracts have been recorded at their fair values.

The Partnership reflected net derivative assets on its condensed balance sheets of $41,400 and $359,900 at September 30, 2016 and December 31, 2015, respectively.

The following table summarizes the commodity derivative activity and presentation in the condensed statements of operations for the periods indicated:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2016		2015		2016		2015
Gains reclassified from accumulated other comprehensive income into natural gas and oil revenues	$	-	$	74,700	$	-	$	246,800
Gains subsequent to hedge accounting recognized in gain on mark-to-market derivatives	$	2,400	$	133,100	$	600	$	215,300

At September 30, 2016, the Partnership had the following commodity derivatives:

Natural Gas Fixed Price Swaps - Limited Partners

Production Period EndingDecember 31,	Volumes(3)		AverageFixed Price		Fair ValueAsset (2)
	(MMBtu)(1)		(per MMBtu)(1)
2016		28,600	$	4.46	$	41,400

(1) “MMBtu” represents million British Thermal Units.

(2) Fair value based on forward NYMEX natural gas prices, as applicable.

(3) The production volume for 2016 include the remaining nine months of 2016 beginning October 1, 2016.

At September 30, 2016, the MGP had a secured hedge facility agreement with a syndicate of banks under which the Partnership has the ability to enter into derivative contracts to manage its exposure to commodity price movements. Under the MGP’s revolving credit facility, the Partnership is required to utilize this secured hedge facility for future commodity risk management activity. The Partnership’s obligations under the facility are secured by mortgages on its gas and oil properties and first priority security interests in substantially all of its assets and are guaranteed by the MGP. The MGP administers the commodity price risk management activity for the Partnership under the secured hedge facility. The secured hedge facility agreement contains covenants that limit the Partnership’s ability to incur indebtedness, grant liens, make loans or investments, make distributions if a default under the secured hedge facility agreement exists or would result from the distribution, merge into or consolidate with other persons, enter into commodity or interest rate swap agreements that do not conform to specified terms or that exceed specified amounts, or engage in certain asset dispositions including a sale of all or substantially all of its assets. As of September 30, 2016, only the Partnership’s natural gas swaps are included in the secured hedge facility.

An event of default occurred under the secured hedging facility agreement upon the MGP’s filing of voluntary petitions for relief under Chapter 11. The lenders under the secured hedge facility agreed to forbear from exercising remedies in respect of such event of default while the Chapter 11 filings were pending and, upon occurrence of the effective date of the Plan contemplated by the Restructuring Support Agreement, such event of default was no longer be deemed to exist or to continue under the secured hedge facility.

In addition, it will be an event of default under the MGP’s revolving credit facility if the MGP breaches an obligation governed by the secured hedge facility, and the effect of such breach is to cause amounts owing under swap agreements governed by the secured hedge facility to become immediately due and payable.

Pursuant to the Restructuring Support Agreement, ARP completed the sale of substantially all of its commodity hedge positions on July 25, 2016 and July 26, 2016, which included the put contracts allocated to the Partnership. As of September 30, 2016, the value allocated to the Partnership is $9,700, net of put premiums of $24,600, which is recorded in accounts receivable trade – affiliate. The put contract value, net of the put premiums, was distributed to the partnership in October 2016.

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Partnership uses a market approach fair value methodology to value its outstanding derivative contracts. The fair value of a financial instrument depends on a number of factors, including the availability of observable market data over the contractual term of the underlying instrument. The Partnership separates the fair value of its financial instruments into three levels (Levels 1, 2 and 3) based on its assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. As of September 30, 2016 and December 31, 2015, all derivative financial instruments were classified as Level 2.

Information for assets measured at fair value at September 30, 2016 and December 31, 2015 was as follows:

	Level 1		Level 2		Level 3		Total
As of September 30, 2016
Derivative assets, gross
Commodity swaps	$	-	$	41,400	$	-	$	41,400
Commodity puts		-		-		-		-
Total derivative assets, gross	$	-	$	41,400	$	-	$	41,400

	Level 1		Level 2		Level 3		Total
As of December 31, 2015
Derivative assets, gross
Commodity swaps	$	-	$	222,900	$	-	$	222,900
Commodity puts		-		137,000		-		137,000
Total derivative assets, gross	$	-	$	359,900	$	-	$	359,900

NOTE 5 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Partnership has entered into the following significant transactions with the MGP and its affiliates as provided under its Partnership Agreement. Administrative costs, which are included in general and administrative expenses in the Partnership’s condensed statements of operations, are payable at $75 per well per month. Monthly well supervision fees, which are included in production expense in the Partnership’s condensed statements of operations, are payable at $975 per well per month for Marcellus wells, $1,500 per well per month for New Albany wells, and for all other wells a fee of $392 is charged per well per month for operating and maintaining the wells. Well supervision fees are proportionately reduced to the extent the Partnership does not acquire 100% of the working interest in a well. Transportation fees are included in production expenses in the Partnership’s condensed statements of operations and are generally payable at 16% of the natural gas sales price. Direct costs, which are included in production and general administrative expenses in the Partnership’s condensed statements of operations, are payable to the MGP and its affiliates as reimbursement for all costs expended on the Partnership’s behalf.

The following table provides information with respect to these costs and the periods incurred:

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

Three Months EndedMarch 31,

2016

2015

2016

2015

2017

2016

Administrative fees

76,~~500~~400

87,~~600~~500

~~22,700~~

~~26,100~~

Supervision fees

9782,900

~~114~~97,~~800~~500

~~295,300~~

~~353,100~~

Transportation fees

5094,~~800~~100

6564,~~100~~900

~~169,800~~

~~253,700~~

Direct costs

5579,~~500~~300

~~222~~170,~~400~~900

~~314,000~~

~~707,700~~

Total

~~211~~262,700

~~410~~340,~~900~~800

~~801,800~~

~~1,340,600~~

The MGP and its affiliates perform all administrative and management functions for the Partnership, including billing revenues and paying expenses. Accounts ~~payable~~receivable trade-affiliate on the Partnership’s balance sheets include costs relating to well construction for various wells paid by the MGP. Accounts payable trade-affiliate on the Partnership’s balance sheets include costs relating to well construction paid by the MGP.

~~Subordination by Managing General Partner~~10

~~Under~~NOTE ~~the~~4 ~~terms~~- ofCOMMITMENTS ~~the~~AND ~~Partnership~~CONTINGENCIES Agreement, the MGP may be required to subordinate up to 50% of its share of net production revenues so that the limited partners receive a return of at least 10% of their net subscriptions, determined on a cumulative basis, in each of the first five years of Partnership operations, commencing with the first distribution to the limited partners (February 2010). The subordination period expired in February 2015.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

General Commitments

Subject to certain conditions, investor partners may present their interests for purchase by the MGP. The purchase price is calculated by the MGP in accordance with the terms of the partnership agreement. The MGP is not obligated to purchase more than 5% of the total outstanding units in any calendar year. In the event that the MGP is unable to obtain the necessary funds, it may suspend its purchase obligation.

Beginning one year after each of the Partnership’s wells has been placed into production, the MGP, as operator, may retain $200 per month per well to cover estimated future plugging and abandonment costs. As of ~~September~~March 3031, ~~2016~~2017, the MGP has withheld $~~181~~251,~~400~~000 of net production revenue for future plugging and abandonment costs.

Legal Proceedings

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

1411

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. Such statements are subject to certain risks and uncertainties, which 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

Atlas Resources Public #18-2009 (B) L.P. is a Delaware limited partnership, formed on April 8, 2008 with Atlas Resources, LLC serving as its Managing General Partner and Operator (“Atlas Resources” or the “MGP”). Atlas Resources is an indirect subsidiary of Titan Energy, LLC (“Titan”). Titan is an independent developer and producer of natural gas, crude oil, and natural gas liquids, with operations in basins across the United States. Titan isalso asponsors ~~leading sponsor~~ and ~~manager~~manages of tax-advantaged investment partnerships, in which it co-invests to finance a portion of its natural gas and oil production activities. Titan is the successor to the business and operations of Atlas Resource Partners, L.P. (“ARP”), a Delaware limited partnership organized in 2012. Unless the context otherwise requires, references below to “the Partnership”, “we,” “us”, “our” and “our company”, refer to Atlas Resources Public #18-2009 (B) L.P.

Atlas Energy Group, LLC (“Atlas Energy Group”; ~~OTC~~OTCQX: ATLS) is a publicly traded company and ~~operates~~manages Titan and the MGP through a 2% preferred member interest in Titan.

We have drilled and currently operate wells located in Pennsylvania, Tennessee, and Indiana. We have no employees and rely on our MGP for management, which in turn, relies on Atlas Energy Group, for administrative services.

WeThe ~~intend~~Partnership’s operating cash flows are generated from its wells, which produce natural gas and oil. Produced natural gas and oil is then delivered to ~~continue~~market through affiliated and/or third-party gas gathering systems. The Partnership intends to produce ~~our~~its wells until they are depleted or become uneconomical to produce, at which time they will be plugged and abandoned or sold. WeThe ~~expect~~Partnership ~~that~~does nonot ~~other~~expect ~~wells~~to ~~will~~drill beadditional ~~drilled~~wells and expects no additional funds will be required for drilling.

~~Atlas~~The ~~Resource~~economic ~~Partners~~viability of the Partnership’s production is based on a variety of factors including proved developed reserves that it can expect to recover through existing wells with existing equipment and operating methods or in which the cost of additional required extraction equipment is relatively minor compared to the cost of a new well; and through currently installed extraction equipment and related infrastructure which is operational at the time of the reserves estimate (if the extraction is by means not involving drilling, Lcompleting or reworking a well).P. ~~Restructuring~~There are numerous uncertainties inherent in estimating quantities of proven reserves and ~~Chapter~~in 11projecting ~~Bankruptcy~~future ~~Proceedings~~net revenues.

OnThe ~~July 25,~~prices ~~2016,~~at ~~Atlas~~which ~~Resource~~the ~~Partners,~~Partnership’s ~~L.P.~~natural ~~(“ARP”)~~gas and ~~certain~~oil ofwill ~~its~~be ~~subsidiaries,~~sold ~~including~~are uncertain and the ~~MGP,~~Partnership ~~and~~is ~~Atlas~~not ~~Energy~~guaranteed ~~Group,~~a ~~solely~~specific ~~with~~price ~~respect~~for tothe ~~certain~~sale ~~sections~~of ~~thereof,~~its ~~entered~~production. ~~into~~Changes in natural gas and oil prices have a ~~restructuring~~significant ~~support~~impact ~~agreement~~on ~~with~~the ~~ARP~~Partnership’s ~~lenders~~cash (flow and the ~~“Restructuring~~value ~~Support~~of ~~Agreement”)~~its toreserves. ~~support~~Lower ~~ARP’s~~natural ~~restructuring~~gas ~~that~~and ~~reduced~~oil ~~debt~~prices onmay ~~its~~not ~~balance~~only ~~sheet~~decrease (the ~~“Restructuring”)~~Partnership’s ~~pursuant~~revenues, tobut aalso ~~pre-packaged~~may ~~plan~~reduce the amount of ~~reorganization~~natural (gas and oil that the ~~“Plan”).~~Partnership can produce economically.

The Partnership was not a party to the Restructuring Support Agreement. The ARP Restructuring did not materially impact the MGP or its ability to perform as the managing general partner and operator of the Partnership’s operations. In June 2016, the MGP transferred $167,700 of funds to the Partnership based on projected monthly distributions to its limited partners over the next several months to ensure accessible distribution funding coverage in accordance with the Partnership’s operations and partnership agreement in the event the MGP experienced a prolonged restructuring period as the MGP performs all administrative and management functions for the Partnership. As of September 30, 2016 the Partnership has used these funds for distributions. On July 26, 2016, the MGP adopted certain amendments to our partnership agreement, in accordance with the MGP’s ability to amend our partnership agreement to cure an ambiguity in or correct or supplement any provision of our partnership agreement as may be inconsistent with any other provision, to provide that bankruptcy and insolvency events, such as the MGP’s Chapter 11 filing, with respect to the managing general partner would not cause the managing general partner to cease to serve as the managing general partner of the Partnership nor cause the termination of the Partnership.

On August 26, 2016, an order confirming ARP’s Plan was entered by the Bankruptcy Court. On September 1, 2016, ARP’s Plan became effective and ARP emerged as Titan.

Liquidity, Capital Resources and Ability to Continue as a Going Concern

MGP’s Liquidity, ~~and~~ Capital Resources, ofand ~~the~~Ability ~~MGP~~to Continue as a Going Concern

The MGP’s primary sources of liquidity are cash generated from operations, capital raised through its drilling partnership program, and borrowings under ~~its~~Titan’s credit facilities. The MGP’s primary cash requirements are operating expenses, payments to Titan for debt service including interest, and capital expenditures.

The MGP has historically funded its operations, acquisitions and cash distributions primarily through cash generated from operations, amounts available under ~~its~~Titan’s credit facilities and equity and debt offerings. The MGP’s future cash flows are subject to a number of variables, including oil and natural gas prices. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and ~~have~~ continued to ~~decline and~~ remain low in ~~2016~~2017. These lower commodity prices have negatively impacted the MGP’s revenues, earnings and cash flows. Sustained low commodity prices could have a material and adverse effect on the MGP’s liquidity position. In addition, challenges with the MGP’s ability to raise capital through its drilling partnership program, either as a result of downturn in commodity prices or other difficulties affecting the fundraising channel, ~~could~~have negatively ~~impact~~impacted Titan’s and the MGP’s ability to remain in compliance with the covenants under its credit facilities.

16Titan was not in compliance with certain of the financial covenants under its credit facilities as of December 31, 2016, as well as the requirement to deliver audited financial statements without a going concern qualification. Titan and the MGP do not currently have sufficient liquidity to repay all of Titan’s outstanding indebtedness, and as a result, there is substantial doubt regarding Titan’s and the MGP’s ability to continue as a going concern.

Titan continually monitors the capital markets and the MGP’s capital structure and may make changes to its capital structure from time to time, with the goal of maintaining financial flexibility, preserving or improving liquidity, strengthening its balance sheet, meeting its debt service obligations and/or achieving cost efficiency. For example, Titan could pursue options such as refinancing, restructuring or reorganizing its indebtedness or capital structure or seek to raise additional capital through debt or equity financing to address its liquidity concerns and high debt levels. Titan is evaluating various options, but there is no certainty that Titan will be able to implement any such options, and cannot provide any assurances that any refinancing or changes in its debt or equity capital structure would be possible or that additional equity or debt financing could be obtained on acceptable terms, if at all, and such options may result in a wide range of outcomes for Titan’s stakeholders. In addition, Titan expects that it will sell a significant amount of non-core assets in the near future to comply with the requirements of its first lien credit facility amendment and to attempt to enhance its liquidity. However, there is no guarantee that the proceeds Titan receives for any asset sale will satisfy the repayment requirements under its first lien credit facility.

Titan’s Appalachia Divestiture

Overview

The following discussion provides information to assist in understanding our financial condition and results of operations. Our operating cash flows are generated from our wells, which produce primarily natural gas, but also some oil. Our produced natural gas and oil is then delivered to market through affiliated and/or third-party gas gathering systems. Our ongoing operating and maintenance costs have been and are expected to be fulfilled through revenues from the sale of our natural gas and oil production. We pay our MGP, as operator, a monthly well supervision fee, which covers all normal and regularly recurring operating expenses for the production and sale of natural gas and oil such as:

•

well tending, routine maintenance and adjustment;

•

reading meters, recording production, pumping, maintaining appropriate books and records; and

•

preparation of reports for us and government agencies.

The well supervision fees, however, do not include costs and expenses related to the purchase of certain equipment, materials and brine disposal. If these expenses are incurred, we pay cost for third-party services, materials and a competitive charge for services performed directly by our MGP or its affiliates. Also, beginning one year after each of our wells has been placed into production, our MGP, as operator, may retain $200 per month, per well, to cover the estimated future plugging and abandonment costs of the well. As of ~~September~~March 3031, ~~2016~~2017, our MGP has withheld $~~181~~251,~~400~~000 of net production revenues for this purpose.

Markets and Competition

The availability of a ready market for natural gas and oil produced by us, and the price obtained, depends on numerous factors beyond our control, including the extent of domestic production, imports of foreign natural gas and oil, political instability or terrorist acts in gas and oil producing countries and regions, market demand, competition from other energy sources, the effect of federal regulation on the sale of natural gas and oil in interstate commerce, other governmental regulation of the production and transportation of natural gas and oil and the proximity, availability and capacity of pipelines and other required facilities. Our MGP is responsible for selling our production. During ~~2016~~2017 and ~~2015~~2016, we experienced no problems in selling our natural gas and oil. Product availability and price are the principal means of competing in selling natural gas and oil production. While it is impossible to accurately determine our comparative position in the industry, we do not consider our operations to be a significant factor in the industry.

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 EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2016				2015		2016				2015
	2017				2016
Production revenues (in thousands):
Gas	$	~~336~~726		$	~~476~~407			$	~~1,056~~		$	~~1,981~~
Oil		-			-1				1			1
Total	$	~~336~~726		$	~~476~~408			$	~~1,057~~		$	~~1,982~~
Production volumes:
Gas (Mcf/day) (1)		2,~~436~~744			3,~~674~~162				~~2,832~~			~~3,824~~
Oil (bbl/day) (1)		-			-				-			-
Total (mcfe/day) (1)		2,~~436~~744			3,~~674~~162				~~2,832~~			~~3,824~~
Average sales prices(2):
Gas (per Mcf) (1) (3)	$	12.6494		$	1.4152			$	~~1.48~~		$	~~1.89~~
Oil (per bbl) (1)	$	-		$	-32.08			$	~~36.24~~		$	-
Production costs:
As a percent of revenues		5633	%		~~80%~~78	%			69	%		~~64%~~
Per Mcfe (1)	$	0.8497		$	1.1310			$	~~0.94~~		$	~~1.21~~
Depletion per Mcfe	$	0.42		$	10.1442			$	~~0.42~~		$	~~1.14~~

(1) “Mcf” represents thousand cubic feet, “mcfe” represents thousand cubic feet equivalent, and “bbl” represents barrels. Bbl is converted to mcfe using the ratio of ~~nine~~six mcfs to one bbl.

(2) Average sales prices represent accrual basis pricing ~~after adjusting for 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 in connection with prior period impairment charges and dividing by the total volume for the period. Previously recognized derivative gains were $3229,~~900~~100 ~~and $1,300~~ for the three months ended ~~September~~March 3031, 2016 ~~and 2015, respectively, and $96,100 for the nine months ended September 30, 2016~~.

Natural Gas Revenues. Our natural gas revenues were $~~335~~725,~~800~~500 and $~~476~~406,~~400~~900 for the three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively, aan ~~decrease~~increase of $~~140~~318,600 (3078%). The $~~140~~318,600 ~~decrease~~increase in natural gas revenues for the three months ended ~~September~~March 3031, ~~2016~~2017 as compared to the prior year similar period was attributable to a $~~160~~376,~~500~~200 ~~decrease in production volumes partially offset by $19,900~~ increase in our natural gas sales prices after the effect of financial hedges, which were driven by market conditions, partially offset by a $57,600 decrease in production volumes. Our production volumes decreased to 2,~~436~~744 mcf per day for the three months ended ~~September~~March 3031, ~~2016~~2017 from 3,~~674~~162 mcf per day for the three months ended ~~September~~March 3031, ~~2015~~2016, a decrease of ~~1,238~~418 mcf per day (3413%). The overall decrease in natural gas production volumes for the three months ended ~~September~~March 3031, ~~2016~~2017 as compared to the prior year similar period resulted primarily from the normal decline inherent in the life of a well ~~and a decrease in the number of producing wells~~.

18Oil Revenues. We drilled wells primarily to produce natural gas, rather than oil, but some wells have limited oil production. There was no oil revenue for the three months ended March 31, 2017. Our oil revenue was $900 for the three months ended March 31, 2016.

~~Our~~Gain ~~natural~~on ~~gas~~Mark-to-Market ~~revenues were $1,055,400 and $1,980,800 for the nine months ended September 30, 2016 and 2015, respectively, a decrease of $925,400 (47%)~~Derivatives. ~~The~~We ~~$925,400~~recognized ~~decrease~~changes in ~~natural~~fair ~~gas~~value ~~revenues~~of ~~for~~our ~~the~~derivatives ~~nine~~immediately ~~months~~within ~~ended~~gain ~~September~~on ~~30, 2016 as compared~~ mark-to-market ~~the~~derivatives ~~prior~~on ~~year similar period was attributable to a $508,800 decrease in production volumes and a $416,600 decrease in~~ our ~~natural~~condensed ~~gas~~statements ~~sales prices after the effect~~ of ~~financial hedges, which were driven by market conditions~~operations. ~~Our~~As ~~production~~of ~~volumes~~December ~~decreased to 2~~31,~~832~~ ~~mcf per day for the nine months ended September 30,~~ 2016 ~~from 3~~,~~824~~ ~~mcf~~all ~~per~~derivative ~~day~~contracts ~~for~~have ~~the~~matured nine months ended September 30, 2015, a decrease of 992 mcf per day (26%). The overall decrease in natural gas production volumes for the nine months ended September 30, 2016 as compared to the prior year similar period resulted primarily from the normal decline inherent in the life of a well and awe ~~decrease~~have innot ~~the~~entered ~~number~~into ofany ~~producing~~new ~~wells~~contracts.

~~Oil Revenues.~~ We ~~drilled~~recognized ~~wells~~a ~~primarily~~gain on mark-to-market ~~produce~~derivatives ~~natural~~of ~~gas~~$60,600 ~~rather~~for ~~than~~the ~~oil,~~three ~~but~~months ~~some~~ended ~~wells~~March ~~have~~31, ~~limited oil production~~2016. ~~Our~~ ~~oil~~This ~~revenues~~change ~~were~~was ~~$500~~due ~~and~~to $0mark-to-market ~~for~~changes ~~the~~primarily ~~three~~related ~~months~~to ~~ended~~the ~~September~~change ~~30,~~in ~~2016~~natural ~~and~~gas ~~2015,~~prices ~~respectively,~~during anthe ~~increase of $500~~period.

~~Our~~Costs ~~oil~~and ~~revenues~~Expenses. Production expenses were $1239,~~400~~500 and $~~800~~317,400 for the ~~nine~~three months ended ~~September 30~~March 31, ~~2016~~2017 and ~~2015~~2016, respectively, ana ~~increase~~decrease of $~~600~~77,900 (7525%). The ~~$600~~decrease ~~increase in oil revenues~~ for the ~~nine~~three months ended ~~September 30~~March 31, ~~2016~~2017 as compared to the prior year similar period ~~was~~were ~~attributable~~mostly due to alower ~~$1,000~~water ~~increase~~hauling inand ~~production~~disposal ~~volumes,~~costs ~~partially~~as ~~offset~~a byresult aof ~~$400~~managing ~~decrease~~well inpressures ~~oil~~and ~~prices.~~reducing ~~Our~~water production ~~volumes~~along ~~increased~~with toa ~~0.14~~decrease ~~bbls~~in ~~per~~supervision ~~day for the nine months ended September 30, 2016 from 0~~fees.~~06 bbls per day for the nine months ended September 30, 2015, an increase of 0.08 bbls per day (133%).~~

~~Gain on Mark-to-Market Derivatives. We recognize changes in fair value of our derivatives immediately within gain on mark-to-market derivatives on our condensed statements of operations.~~ 15

WeDepletion ~~recognized~~of aoil ~~gain~~and ongas ~~mark-to-market~~properties ~~derivatives~~as a percentage of ~~$2,400~~oil and ~~$133,100~~gas revenues was 14% and 29% for the three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively. WeThese ~~recognized~~percentage achanges ~~gain~~are ondirectly ~~mark-~~attributable to~~-market~~ ~~derivatives~~changes ofin ~~$600 and $215~~revenues,~~300~~ ~~for~~oil ~~the~~and ~~nine~~gas ~~months~~reserve ~~ended September 30~~quantities, ~~2016~~product prices and ~~2015,~~production ~~respectively. These~~volumes ~~changes~~and ~~were due to mark-to-market~~ changes ~~primarily~~in ~~related to~~ the ~~change~~depletable incost ~~natural~~basis ~~gas~~of ~~prices~~oil ~~during~~and ~~the~~gas ~~periods~~properties.

~~Costs~~General and ~~Expenses.~~administrative ~~Production~~ expenses ~~were $188,400 and $383,200~~ for the three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015,~~2016 ~~respectively, a decrease of $194,800 (51%). Production expenses~~ were $~~731~~23,200 and $123,~~259,~~400 ~~for the nine months ended September 30~~, ~~2016 and 2015,~~ respectively, a decrease of $~~528,~~200 (421%). ~~The~~These ~~decreases~~expenses ~~for~~include ~~the~~third-party ~~three~~costs ~~and~~for ~~nine~~services ~~months~~as ~~ended~~well ~~September 30, 2016~~ as ~~compared to~~ the ~~prior~~monthly ~~year~~administrative ~~similar~~fees ~~period~~charged ~~were~~by ~~mostly~~our ~~due to lower transportation costs due to a decrease in the realized price of natural gas and a decrease in other direct costs~~MGP.

~~Depletion~~Cash ofFlows ~~oil~~Overview. ~~and~~Cash ~~gas~~flows ~~properties~~from asoperating aactivities ~~percentage~~consists of ~~oil~~$231,700 ~~and~~net ~~gas~~cash ~~revenues~~provided ~~was~~by ~~28%~~operating ~~and~~activities ~~81%~~ for ~~the~~cash ~~three~~receipts ~~months~~and ~~ended~~disbursements ~~September~~attributable ~~30,~~to ~~2016~~our ~~and~~normal ~~2015,~~monthly ~~respectively,~~operating ~~and~~cycle ~~31% and 60%~~ for ~~the~~gas ~~nine~~and ~~months~~oil ~~ended September 30~~production, ~~2016~~lease ~~and~~operating ~~2015~~expenses, ~~respectively. These percentage changes are directly attributable to changes in revenues~~gathering, ~~oil~~processing and ~~gas~~transportation ~~reserve quantities~~expenses, ~~product~~severance ~~prices~~taxes, ~~and~~general ~~production volumes~~ and ~~changes~~administrative ~~in the depletable cost basis of oil and gas properties~~expenses.

~~General~~There ~~and~~was ~~administrative~~no ~~expenses~~cash ~~for~~provided the three months ended September 30, 2016 and 2015 were $23,300 and $27,700, respectively, a decrease of $4,400 (16%). For the nine months ended September 30, 2016 and 2015, these expenses were $70,600 and $81,200, respectively, a decrease of $10,600 (13%). These expenses include third-party costs for services as well as the monthly administrative fees charged by ~~our~~investing ~~MGP.~~activities ~~The decreases~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2017 ~~are~~and ~~primarily due to an increase in third-party costs as compared to the prior year similar period~~2016.

~~Liquidity~~Cash used in financing activities increased $158,000 ~~Capital~~during ~~Resources~~the ~~and~~three ~~Ability~~months ended March 31, 2017 to ~~Continue~~$232,200 asfrom a$74,200 ~~Going~~for ~~Concern~~the three months ended March 31, 2016. This increase was due to an increase in cash distributions to partners.

~~The~~Our ~~Partnership~~MGP ismay ~~generally~~withhold ~~limited to the amount of~~ funds ~~generated by the cash flow from its operations to fund its obligations and make distributions, if any, to its partners. Prices~~ for ~~oil~~future ~~and~~plugging ~~natural gas began to decline significantly during the fourth quarter of 2014~~ and ~~have~~abandonment ~~continued to decline and remain low in 2016~~costs. ~~These~~Through ~~lower~~March ~~commodity prices have negatively impacted the Partnership’s revenues~~31, ~~earnings and cash flows. Sustained low commodity prices will have a material and adverse effect on the Partnership’s liquidity position. In addition~~2017, ~~the~~our ~~Partnership~~MGP has ~~experienced~~withheld ~~significant~~$251,000 ~~downward revisions~~ of ~~its~~funds ~~natural~~for ~~gas~~this ~~and oil reserves volumes and values due to the declines in commodity prices~~purpose. ~~The~~Any ~~MGP~~additional ~~continues to implement various cost saving measures to reduce the Partnership’s operating and general and administrative costs~~funds, ~~including~~if ~~renegotiating contracts with contractors~~required, ~~suppliers~~will ~~and~~be ~~service~~obtained ~~providers,~~from ~~reducing~~production ~~the~~revenues ~~number~~or ofborrowings ~~staff~~from ~~and~~our ~~contractors~~MGP ~~and~~or ~~deferring~~its ~~and~~affiliates, ~~eliminating~~which ~~discretionary~~are ~~costs. The~~not ~~MGP~~contractually ~~will~~committed ~~continue~~ to bemake ~~strategic~~loans ~~in managing the Partnership’s cost structure and, in turn, liquidity~~ to ~~meet its operating needs~~us. ToThe ~~the~~amount ~~extent~~that ~~commodity~~we ~~prices~~may ~~remain~~borrow ~~low~~at orany ~~decline~~one ~~further,~~time ormay ~~the~~not ~~Partnership~~at ~~experiences~~any ~~other~~time ~~disruptions~~exceed in5% ~~the~~of ~~industry,~~our ~~the~~total ~~Partnership’s ability to fund its operations and make distributions may be further impacted~~subscriptions, and ~~could~~we ~~result~~will innot ~~the~~borrow ~~liquidation~~from ~~of the Partnership’s operations~~third-parties.

commodity prices have challenged the Partnership’s ability to fund its operations and may make it uneconomical for the Partnership to produce its wells until they are depleted as the Partnership originally intended. Accordingly, these conditions may raise substantial doubt about the Partnership’s ability to continue as a going concern.

The significant risks and uncertainties related to the Partnership’s ability to fund its operations may raise substantial doubt about the Partnership’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. If the Partnership cannot continue as a going concern, adjustments to the carrying values and classification of the Partnership’s assets and liabilities and the reported amounts of income and expenses could be required and could be material.

Liquidity and Capital Resources of the MGP

The MGP’s primary sources of liquidity are cash generated from operations, capital raised through its drilling partnership program, and borrowings under its credit facilities. The MGP’s primary cash requirements are operating expenses, debt service including interest, and capital expenditures.

The MGP has historically funded its operations, acquisitions and cash distributions primarily through cash generated from operations, amounts available under its credit facilities and equity and debt offerings. The MGP’s future cash flows are subject to a number of variables, including oil and natural gas prices. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2016. These lower commodity prices have negatively impacted the MGP’s revenues, earnings and cash flows. Sustained low commodity prices could have a material and adverse effect on the MGP’s liquidity position. In addition, challenges with the MGP’s ability to raise capital through its drilling partnership program, either as a result of downturn in commodity prices or other difficulties affecting the fundraising channel, could negatively impact the MGP’s ability to remain in compliance with the covenants under its credit facilities.

If the MGP is unable to remain in compliance with the covenants under its credit facilities, absent relief from its lenders, as applicable, the MGP may be forced to repay or refinance such indebtedness. Upon the occurrence of an event of default, the lenders under the MGP’s credit facilities, as applicable, could elect to declare all amounts outstanding immediately due and payable and the lenders could terminate all commitments to extend further credit. If an event of default occurs (including if the MGPs’s borrowing base is redetermined below its current outstanding borrowings and they are unable to repay the deficiency or deposit additional collateral to eliminate such deficiency), or if other debt agreements cross-default, and the lenders under the affected debt agreements accelerate the maturity of any loans or other debt outstanding, the MGP will not have sufficient liquidity to repay all of its outstanding indebtedness, and as a result, there would be substantial doubt regarding the MGP’s ability to continue as a going concern.

The MGP continually monitors the capital markets and our capital structure and may make changes to its capital structure from time to time, with the goal of maintaining financial flexibility, preserving or improving liquidity, strengthening its balance sheet, meeting its debt service obligations and/or achieving cost efficiency. For example, the MGP could pursue options such as refinancing, restructuring or reorganizing its indebtedness or capital structure or seek to raise additional capital through debt or equity financing to address its liquidity concerns and high debt levels.

Cash Flows Overview.

Cash provided by operating activities decreased $587,600 in the nine months ended September 30, 2016 to $500,800 as compared to $1,088,400 for the nine months ended September 30, 2015. This decrease was primarily due to a decrease in net earnings before depletion, accretion and impairment of $600,700, a decrease in the change in an accounts receivable trade-affiliate of $334,800 a decrease in the change in asset retirement receivable-affiliate of $81,200, and a decrease in the change in accrued liabilities of $4,800. The decrease was partially offset by an increase in non-cash (loss) gain on derivative value of $433,900 for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015.

There was no cash provided by investing activities for the nine months ended September 30, 2016. Cash provided by investing activities was $3,300 for the nine months ended September 30, 2015 resulting from the proceeds from the sale of miscellaneous tangible equipment.

Cash used in financing activities decreased $750,400 during the nine months ended September 30, 2016 to $341,300 from $1,091,700 for the nine months ended September 30, 2015. This decrease was due to a decrease in cash distributions to partners.

Our MGP may withhold funds for future plugging and abandonment costs. Through September 30, 2016, our MGP has withheld $181,400 of funds for this purpose. 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 at any one time may not at any time exceed 5% of our total subscriptions, and we will not borrow from third-parties.

Critical Accounting Policies

See Note 2 to our condensed financial statements for additional information related to recently issued accounting standards.

For a more complete discussion of the accounting policies and estimates that we have identified as critical in the preparation of our condensed financial statements, please refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015~~2016.

2116

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our general partner’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of our general partner’s Chief Executive Officer and Chief Financial Officer and with the participation of our disclosure committee appointed by such officers, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our general partner’s Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September~~March 3031, ~~2016~~2017, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in the Partnership’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The Partnership is a party to various routine legal proceedings arising out of the ordinary course of its business. Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the Partnership’s financial condition or results of operations.

Affiliates of the MGP and their subsidiaries are party to various routine legal proceedings arising in the ordinary course of their respective businesses. The MGP’s 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.

2217

ITEM 6.

EXHIBITS

EXHIBIT INDEX

Exhibit No.		Description

31.1		Certification Pursuant to Rule 13a-14/15(d)-14
31.2		Certification Pursuant to Rule 13a-14/15(d)-14
32.1		Section 1350 Certification
32.2		Section 1350 Certification
101		Interactive Data File

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SIGNATURES

Pursuant to the requirements of the Securities of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATLAS RESOURCES PUBLIC #18-2009 (B) L.P.
	By: Atlas Resources, LLC, its Managing General Partner
Date: November 21, 2016	By:	/s/ FREDDIE M. KOTEK
Date: May 15, 2017	By:	/s/ FREDRICK M. STOLERU
		Freddie M. Kotek, Chief Executive Officer and President of the Managing General Partner
		Fredrick M. Stoleru, Chairman of the Board and Chief Executive Officer (principal executive officer)

Date: November 21, 2016	By:	/s/JEFFREY M. SLOTTERBACK
Date: May 15, 2017	By:	/s/JEFFREY M. SLOTTERBACK
		Jeffrey M. Slotterback Chief Financial Officer of the Managing General Partner

2419

Filing Compare · Atlas Resources Public #18-2009 (B) L.P.