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EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 - MEWBOURNE ENERGY PARTNERS 08-A LPd347655dex321.htm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

For the quarterly period ended March 31, 2012

OR

 

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

For the transition period from                    to                    

Commission File No. 000-53648

 

 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

 

 

 

Delaware   26-2055065
(State or jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)

 

3901 South Broadway, Tyler, Texas   75701
(Address of principal executive offices)   ( Zip code)

Registrant’s Telephone Number, including area code: (903) 561-2900

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 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  x    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  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

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

 

 

 


Table of Contents

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

INDEX

 

     Page No.  

Part 1 – Financial Information

  

Item 1. Financial Statements

  

Condensed Balance Sheets – March 31, 2012 (Unaudited) and December 31, 2011

     3   

Condensed Statements of Operations (Unaudited) – For the three months ended March  31, 2012 and 2011

     4   

Condensed Statements of Cash Flows (Unaudited) – For the three months ended March  31, 2012 and 2011

     5   

Condensed Statement of Changes In Partners’ Capital (Unaudited) – For the three months ended March 31, 2012

     6   

Notes to Condensed Financial Statements

     7   

Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     9   

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     11   

Item 4. Disclosure Controls and Procedures

     11   

Part II – Other Information

  

Item 1. Legal Proceedings

     12   

Item 6. Exhibits and Reports on Form 8-K

     12   

 

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Table of Contents

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

Part I – Financial Information

Item  1. Financial Statements

CONDENSED BALANCE SHEETS

 

     March 31, 2012     December 31, 2011  
     (Unaudited)        

ASSETS

    

Cash

   $ 95,695      $ 2,715   

Accounts receivable, affiliate

     1,900,352        2,209,623   

Prepaid state taxes

     198,681        68,807   
  

 

 

   

 

 

 

Total current assets

     2,194,728        2,281,145   
  

 

 

   

 

 

 

Oil and gas properties at cost, full-cost method

     69,768,277        69,712,121   

Less accumulated depreciation, depletion, amortization and impairment

     (34,498,568     (33,747,079
  

 

 

   

 

 

 
     35,269,709        35,965,042   
  

 

 

   

 

 

 

Total assets

   $ 37,464,437      $ 38,246,187   
  

 

 

   

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

    

Accounts payable, affiliate

   $ 455,685      $ 532,649   

Total current liabilities

     455,685        532,649   
  

 

 

   

 

 

 

Asset retirement obligation

     1,298,683        1,284,209   

Partners’ capital

     35,710,069        36,429,329   
  

 

 

   

 

 

 

Total liabilities and partners’ capital

   $ 37,464,437      $ 38,246,187   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

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Table of Contents

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

     For the Three Months Ended
March 31,
 
     2012      2011  

Revenues and other income:

     

Oil sales

   $  1,522,723       $  1,898,354   

Gas sales

     1,387,191         2,169,525   

Interest income

     —           1,888   

Total revenues and other income

     2,909,914         4,069,767   

Expenses:

     

Lease operating expense

     428,789         404,540   

Production taxes

     173,816         223,963   

Administrative and general expense

     122,935         165,325   

Depreciation, depletion, and amortization

     751,489         882,339   

Asset retirement obligation accretion

     14,474         14,067   

Total expenses

     1,491,503         1,690,234   

Net income

   $ 1,418,411       $ 2,379,533   

Basic and diluted net income per partner interest (14,600 interests outstanding)

   $ 97.15       $ 162.98   

The accompanying notes are an integral part of the financial statements.

 

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Table of Contents

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     For the Three Months Ended
March 31,
 
     2012     2011  

Cash flows from operating activities:

    

Net income

   $ 1,418,411      $ 2,379,533   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation, depletion, and amortization

     751,489        882,339   

Asset retirement obligation accretion

     14,474        14,067   

Changes in operating assets and liabilities:

    

Accounts receivable, affiliate

     309,271        376,216   

Prepaid state taxes

     (129,874     —     

Accounts payable, affiliate

     (76,964     43,158   

Net cash provided by operating activities

     2,286,807        3,695,313   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchase and development of oil and gas properties

     (56,156     (178,021
  

 

 

   

 

 

 

Net cash used in investing activities

     (56,156     (178,021
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Cash distributions to partners

     (2,137,671     (3,425,000
  

 

 

   

 

 

 

Net cash used in financing activities

     (2,137,671     (3,425,000
  

 

 

   

 

 

 

Net increase in cash

     92,980        92,292   

Cash, beginning of period

     2,715        11,647   
  

 

 

   

 

 

 

Cash, end of period

   $ 95,695      $ 103,939   
  

 

 

   

 

 

 

Supplemental Cash Flow Information:

    

Non-cash changes to net oil & gas properties related to asset retirement obligation liabilities

   $ —        $ (7,057
  

 

 

   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

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Table of Contents

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

For the three months ended March 31, 2012

(Unaudited)

 

0000000000000
     Total  

Balance at December 31, 2011

   $ 36,429,329   

Cash distributions

     (2,137,671

Net income

     1,418,411   
  

 

 

 

Balance at March 31, 2012

   $ 35,710,069   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

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Table of Contents

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business

Mewbourne Energy Partners 08-A, L.P., (the “Registrant” or the “Partnership”), a Delaware limited partnership engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, was organized on March 7, 2008. The offering of limited and general partner interests began May 1, 2008 as a part of a private placement pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder, and concluded August 4, 2008, with total investor contributions of $73,000,000 originally being sold to accredited investors of which $68,105,000 were sold to accredited investors as general partner interests and $4,895,000 were sold to accredited investors as limited partner interests. During 2010, all general partner equity interests were converted to limited partner equity interests. In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Partnership’s managing general partner. MD has no significant equity interest in the Partnership.

2. Summary of Significant Accounting Policies

Reference is hereby made to the Registrant’s Annual Report on Form 10-K for 2011, which contains a summary of significant accounting policies followed by the Partnership in the preparation of its financial statements. These policies are also followed in preparing the quarterly report included herein.

In the opinion of management, the accompanying unaudited financial statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position, results of operations, cash flows and partners’ capital for the periods presented. The results of operations for the interim periods are not necessarily indicative of the final results expected for the full year.

3. Accounting for Oil and Gas Producing Activities

The Partnership follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and non-productive costs incurred in the acquisition, exploration and development of oil and gas properties are capitalized. Depreciation, depletion and amortization of oil and gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and gas properties. At March 31, 2012 and 2011, all capitalized costs were subject to amortization. Proceeds from the sale or other disposition of properties are credited to the full cost pool. Gains and losses on the sale or other disposition of properties are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and the proved oil and gas reserves. Capitalized costs are subject to a quarterly ceiling test that limits such costs to the aggregate of the present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties. There were no cost ceiling write-downs for the three months ended March 31, 2012 or 2011.

 

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4. Asset Retirement Obligations

The Partnership has recognized an estimated liability for future plugging and abandonment costs. A liability for the estimated fair value of the future plugging and abandonment costs is recorded with a corresponding increase in the full cost pool at the time a new well is drilled. Depreciation expense associated with estimated plugging and abandonment costs is recognized in accordance with the full cost methodology.

The Partnership estimates a liability for plugging and abandonment costs based on historical experience and estimated well life. The liability is discounted using the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in well plugging and abandonment costs or well useful lives, or if federal or state regulators enact new well restoration requirements. The Partnership recognizes accretion expense in connection with the discounted liability over the remaining life of the well.

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the three months ended March 31, 2012 and the year ended December 31, 2011 is as follows:

 

     March 31, 2012      December 31, 2011  

Balance, beginning of period

   $ 1,284,209       $ 1,239,155   

Liabilities reduced due to revisions

     —           (10,723

Accretion expense

     14,474         55,777   
  

 

 

    

 

 

 

Balance, end of period

   $ 1,298,683       $ 1,284,209   
  

 

 

    

 

 

 

5. Related Party Transactions

In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Partnership’s managing general partner. MD has no significant equity interest in the Partnership. Mewbourne Oil Company (“MOC”) is operator of oil and gas properties owned by the Partnership. Mewbourne Holdings, Inc. is the parent of both MD and MOC. Substantially all transactions are with MD and MOC.

In the ordinary course of business, MOC will incur certain costs that will be passed on to owners of the well for which the costs were incurred. The Partnership will receive their portion of these costs based upon their ownership in each well incurring the costs. These costs are referred to as operator charges and are standard and customary in the oil and gas industry. Operator charges include recovery of gas marketing costs, fixed rate overhead, supervision, pumping, and equipment furnished by the operator, some of which will be included in the full cost pool pursuant to Rule 4-10(c)(2) of Regulation S-X. Services and operator charges are billed in accordance with the program and partnership agreements.

In consideration for services rendered by MD in managing the business of the Partnership, the Partnership during each of the initial three years of the Partnership will pay to MD a management fee in the amount equal to .7% of the subscriptions by the investor partners to the Partnership. The Partnership will include the management fee as part of the full cost pool pursuant to 4-10(c)(2) of Regulation S-X.

In accordance with the Partnership agreement, during any particular calendar year the total amount of administrative expenses allocated to the Partnership by MOC shall not exceed the greater of (a) 3.5% of the Partnership’s gross revenue from the sale of oil and natural gas production during each year (calculated without any deduction for operating costs or other costs and expenses) or (b) the sum of $50,000 plus .25% of the capital contributions of limited and general partners.

 

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The Partnership participates in oil and gas activities through the Program. The Partnership and MD are the parties to the Program, and the costs and revenues are allocated between them as follows:

 

     Partnership     MD  

Revenues:

    

Proceeds from disposition of depreciable and depletable properties

     70     30

All other revenues

     70     30

Costs and expenses:

    

Organization and offering costs (1)

     0     100

Lease acquisition costs (1)

     0     100

Tangible and intangible drilling costs (1)

     100     0

Operating costs, reporting and legal expenses, general and administrative expenses and all other costs

     70     30

 

(1) Pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which should approximate 20% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less than 20% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program’s total capital costs reaches approximately 20%. The Partnership’s financial statements reflect its respective proportionate interest in the Program.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Mewbourne Energy Partners 08-A, L.P. (“the Partnership”) was formed March 7, 2008. The offering of limited and general partnership interests began May 1, 2008 and concluded August 4, 2008, with total investor contributions of $73,000,000. During 2010, all general partner equity interests were converted to limited partner equity interests.

Future capital requirements and operations will be conducted with available funds generated from oil and gas activities. No bank borrowing is anticipated. The Partnership had net working capital of $1,739,043 at March 31, 2012.

During the three months ended March 31, 2012, the Partnership made cash distributions to the investor partners in the amount of $2,137,671 as compared to $3,425,000 for the three months ended March 31, 2011. The Partnership expects that cash distributions will continue during 2012 as additional oil and gas revenues are sufficient to produce cash flows from operations.

The sale of crude oil and natural gas produced by the Partnership will be affected by a number of factors that are beyond the Partnership’s control. These factors include the price of crude oil and natural gas, the fluctuating supply of and demand for these products, competitive fuels, refining, transportation, extensive federal and state regulations governing the production and sale of crude oil and natural gas, and other competitive conditions. It is impossible to predict with any certainty the future effect of these factors on the Partnership.

 

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Results of Operations

For the three months ended March 31, 2012 as compared to the three months ended March 31, 2011:

 

     Three Months Ended March 31,  
     2012      2011  

Oil sales

   $ 1,522,723       $ 1,898,354   

Barrels produced

     15,359         21,136   

Average price/bbl

   $ 99.14       $ 89.82   

Gas sales

   $ 1,387,191       $ 2,169,525   

Mcf produced

     298,556         373,424   

Average price/mcf

   $ 4.65       $ 5.81   

Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $1,157,965, a 28.5 % decline, for the three months ended March 31, 2012 as compared to the three months ended March 31, 2011.

Of this decline, $572,744 and $347,862 were due to decreases in the volumes of oil and gas sold, respectively. The volumes sold decreased by 5,777 barrels (bbls) and 74,868 thousand cubic feet (mcf) for the three months ended March 31, 2012 as compared to the three months ended March 31, 2011. The decreases in volumes of oil and gas sold were primarily due to normal declines in production, which in some wells were substantial.

Also contributing to the decline in revenue was $434,472 due to a decrease in the average price of gas sold. The average price fell to $4.65 from $5.81 per mcf for the three months ended March 31, 2012 as compared to the three months ended March 31, 2011.

Those decreases were partially offset by an increase of $197,113 due to a rise in the average price of oil sold. The average price rose to $99.14 from $89.82 per bbl for the three months ended March 31, 2012 as compared to the three months ended March 31, 2011.

Lease operations. Lease operating expense during the three month period ended March 31, 2012 increased to $428,789 from $404,540 for the three month period ended March 31, 2011 due to fewer well repairs and workovers in the three month period ended March 31, 2011.

Production taxes. Production taxes during the three month period ended March 31, 2012 decreased to $173,816 from $223,963 for the three month period ended March 31, 2011 due to lower overall oil and gas revenue.

Administrative and general expense. Administrative and general expense for the three month period ended March 31, 2012 decreased to $122,935 from $165,325 for the three month period ended March 31, 2011 due to decreased administrative expenses allocable to the Partnership.

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended March 31, 2012 decreased to $751,489 from $882,339 for the three month period ended March 31, 2011 due to the decreased production volumes for the three month period ended March 31, 2012.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

1. Interest Rate Risk

The Partnership Agreement allows borrowings from banks or other financial sources of up to 20% of the total capital contributions to the Partnership without investor approval. Should the Partnership elect to borrow monies for additional development activity on Partnership properties, it will be subject to the interest rate risk inherent in borrowing activities. Changes in interest rates could significantly affect the Partnership’s results of operations and the amount of net cash flow available for partner distributions. Also, to the extent that changes in interest rates affect general economic conditions, the Partnership will be affected by such changes.

2. Commodity Price Risk

The Partnership does not expect to engage in commodity futures trading or hedging activities or enter into derivative financial instrument transactions for trading or other speculative purposes. The Partnership currently expects to sell a significant amount of its production from successful oil and gas wells on a month-to-month basis at market prices. Accordingly, the Partnership is at risk for the volatility in commodity prices inherent in the oil and gas industry, and the level of commodity prices will have a significant impact on the Partnership’s results of operations. For the three months ended March 31, 2012, a 10% change in the price received for oil and gas production would have had an approximate $291,000 impact on revenue.

3. Exchange Rate Risk

The Partnership currently has no income from foreign sources or operations in foreign countries that would subject it to currency exchange rate risk. The Partnership does not currently expect to purchase any prospects located outside of either the United States or United States coastal waters in the Gulf of Mexico.

Item 4. Disclosure Controls and Procedures

MD maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. MD’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of its disclosure controls and procedures with the assistance and participation of other members of management. Based upon that evaluation, MD’s Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Partnership is required to disclose in the reports it files under the Securities Exchange Act of 1934 within the time periods specified in the SEC’s rules and forms. Since MD’s December 31, 2011 annual report on internal control over financial reporting, and for the quarter ended March 31, 2012, there have been no changes in MD’s internal controls or in other factors which have materially affected, or are reasonably likely to materially affect, the internal controls over financial reporting.

 

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Part II – Other Information

Item 1. Legal Proceedings

From time to time, the Registrant may be a party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, the Partnership does not expect these matters to have a material effect on its financial position or results of operations.

Item 6. Exhibits and Reports on Form 8-K

 

  (a) Exhibits filed herewith.

 

  31.1 Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 

  31.2 Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 

  32.1 Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

  32.2 Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

  101 The following materials from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Cash Flows, (iv) the Condensed Statement of Changes in Partners’ Capital and (v) related notes.

 

  (b) Reports on Form 8-K

None.

 

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SIGNATURES

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

 

Mewbourne Energy Partners 08-A, L.P.
By:   Mewbourne Development Corporation
  Managing General Partner

Date: May 15, 2012

 

By:   /s/ Alan Clark
 

Alan Clark, Treasurer and Controller

 

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INDEX TO EXHIBITS

 

EXHIBIT
NUMBER

  

DESCRIPTION

31.1    Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2    Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1    Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2    Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
101    The following materials from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Cash Flows, (iv) the Condensed Statement of Changes in Partners’ Capital and (v) related notes.

 

14