Attached files
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, 2013
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from___________________ to ___________________
Commission File No. 000-53190
MEWBOURNE ENERGY PARTNERS 07-A, L.P.
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Delaware
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20-8481823
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| (State or jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number)
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| 3901 South Broadway, Tyler, Texas | 75701 | |
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(Address of principal executive offices)
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(Zip code) | |
| Registrant’s Telephone Number, including area code: |
(903) 561-2900
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| 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 Noo
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 o
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):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Do not check if smaller reporting company
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Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
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MEWBOURNE ENERGY PARTNERS 07-A, L.P.
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INDEX
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Part 1 - Financial Information
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Page No.
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Item 1. Financial Statements
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March 31, 2013 (Unaudited) and December 31, 2012
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3
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For the three months ended March 31, 2013 and 2012
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4
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For the three months ended March 31, 2013
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5
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For the three months ended March 31, 2013 and 2012
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6
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7
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9
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11
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11
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Part II - Other Information
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12
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12
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2
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MEWBOURNE ENERGY PARTNERS 07-A, L.P.
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Part I - Financial Information
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Item 1. Financial Statements
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March 31, 2013
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December 31, 2012
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(Unaudited)
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ASSETS
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Cash
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$ | 2,775 | $ | 2,287 | ||||
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Accounts receivable, affiliate
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586,969 | 704,719 | ||||||
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Prepaid state taxes
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10,000 | 7,500 | ||||||
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Total current assets
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599,744 | 714,506 | ||||||
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Oil and gas properties at cost, full-cost method
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66,107,607 | 66,116,318 | ||||||
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Less accumulated depreciation, depletion,
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amortization and impairment
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(51,628,056 | ) | (51,395,215 | ) | ||||
| 14,479,551 | 14,721,103 | |||||||
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Total assets
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$ | 15,079,295 | $ | 15,435,609 | ||||
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LIABILITIES AND PARTNERS' CAPITAL
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Accounts payable, affiliate
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$ | 191,660 | $ | 240,889 | ||||
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Total current liabilities
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191,660 | 240,889 | ||||||
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Asset retirement obligation
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470,277 | 459,898 | ||||||
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Partners' capital
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14,417,358 | 14,734,822 | ||||||
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Total liabilities and partners' capital
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$ | 15,079,295 | $ | 15,435,609 | ||||
The accompanying notes are an integral part of the financial statements.
3
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MEWBOURNE ENERGY PARTNERS 07-A, L.P.
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(Unaudited)
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For the
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Three Months Ended
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March 31,
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2013
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2012
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Revenues:
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Oil sales
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$ | 277,246 | $ | 519,306 | ||||
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Gas sales
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663,529 | 764,775 | ||||||
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Total revenues
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940,775 | 1,284,081 | ||||||
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Expenses:
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Lease operating expense
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257,169 | 249,391 | ||||||
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Production taxes
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47,384 | 71,543 | ||||||
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Administrative and general expense
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52,604 | 62,824 | ||||||
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Depreciation, depletion, and amortization
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232,841 | 318,745 | ||||||
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Asset retirement obligation accretion
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7,946 | 7,403 | ||||||
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Total expenses
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597,944 | 709,906 | ||||||
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Net income
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$ | 342,831 | $ | 574,175 | ||||
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Basic and diluted net income per
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partner interest
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(14,000 interests outstanding)
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$ | 24.49 | $ | 41.01 | ||||
The accompanying notes are an integral part of the financial statements.
4
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MEWBOURNE ENERGY PARTNERS 07-A, L.P.
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CONDENSED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
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For the three months ended March 31, 2013
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(Unaudited)
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Total
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Balance at December 31, 2012
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$ | 14,734,822 | ||
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Cash distributions
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(660,295 | ) | ||
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Net income
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342,831 | |||
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Balance at March 31, 2013
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$ | 14,417,358 | ||
The accompanying notes are an integral part of the financial statements.
5
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MEWBOURNE ENERGY PARTNERS 07-A, L.P.
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(Unaudited)
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Three Months Ended
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March 31,
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2013
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2012
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Cash flows from operating activities:
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Net income
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$ | 342,831 | $ | 574,175 | ||||
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Adjustments to reconcile net income to net cash
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provided by operating activities:
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Depreciation, depletion, and amortization
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232,841 | 318,745 | ||||||
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Asset retirement obligation accretion
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7,946 | 7,403 | ||||||
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Changes in operating assets and liabilities:
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Accounts receivable, affiliate
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117,750 | 260,020 | ||||||
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Prepaid state taxes
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(2,500 | ) | (53,510 | ) | ||||
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Accounts payable, affiliate
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(49,229 | ) | 50,271 | |||||
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Net cash provided by operating activities
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649,639 | 1,157,104 | ||||||
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Cash flows from investing activities:
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Proceeds from sale of oil and gas properties
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11,144 | — | ||||||
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Purchase and development of oil and gas properties
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— | (1,758 | ) | |||||
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Net cash provided by (used in) investing activities
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11,144 | (1,758 | ) | |||||
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Cash flows from financing activities:
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Cash distributions to partners
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(660,295 | ) | (1,132,920 | ) | ||||
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Net cash used in financing activities
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(660,295 | ) | (1,132,920 | ) | ||||
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Net increase in cash
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488 | 22,426 | ||||||
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Cash, beginning of period
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2,287 | 2,594 | ||||||
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Cash, end of period
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$ | 2,775 | $ | 25,020 | ||||
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Supplemental Cash Flow Information:
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Non-cash changes to net oil & gas properties related to
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asset retirement obligation liabilities
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$ | 2,433 | $ | (1,206 | ) | |||
The accompanying notes are an integral part of the financial statements.
6
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Description of Business
Mewbourne Energy Partners 07-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, and was organized on March 1, 2007. The offering of limited and general partner interests began May 1, 2007 as a part of a private placement pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder, as a part of the Mewbourne Energy Partners 07 Drilling Program, (the “Program”), and concluded August 13, 2007 with total investor contributions of $70,000,000 originally being sold to accredited investors, of which $65,710,000 were sold to accredited investors as general partner interests and $4,290,000 were sold to accredited investors as limited partner interests. During 2009, 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 2012, 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, 2013 and 2012, 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, 2013 or 2012.
7
4. Asset Retirement Obligations
The Partnership has recognized an estimated asset retirement obligation liability (ARO) 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, 2013 and the year ended December 31, 2012 is as follows:
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March 31,
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December 31,
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2013
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2012
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Balance, beginning of period
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$ | 459,898 | $ | 431,661 | ||||
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Liabilities incurred
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2,496 | 9 | ||||||
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Liabilities reduced due to revisions
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(63 | ) | (1,372 | ) | ||||
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Accretion expense
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7,946 | 29,600 | ||||||
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Balance, end of period
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$ | 470,277 | $ | 459,898 | ||||
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 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.
8
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:
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Partnership
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MD
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Revenues:
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Proceeds from disposition of depreciable and depletable properties
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70 | % | 30 | % | ||||
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All other revenues
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70 | % | 30 | % | ||||
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Costs and expenses:
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Organization and offering costs (1)
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0 | % | 100 | % | ||||
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Lease acquisition costs (1)
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0 | % | 100 | % | ||||
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Tangible and intangible drilling costs (1)
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100 | % | 0 | % | ||||
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Operating costs, reporting and legal expenses, general and
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administrative expenses and all other costs
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70 | % | 30 | % | ||||
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(1)
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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.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Mewbourne Energy Partners 07-A, L.P. (“the Partnership”) was formed March 1, 2007. The offering of limited and general partnership interests began May 1, 2007 and concluded August 13, 2007, with total investor contributions of $70,000,000. During 2009, 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 $408,084 at March 31, 2013.
During the three months ended March 31, 2013, the Partnership made cash distributions to the investor partners in the amount of $660,295 as compared to $1,132,920 for the three months ended March 31, 2012. The Partnership expects that cash distributions will continue during 2013 as additional oil and gas revenues are sufficient to produce cash flows from operations.
The sale of crude oil and natural gas produced by the Partnership will be affected by a number of factors that are beyond the Partnership’s control. These factors include the price of crude oil and natural gas, the fluctuating supply of and demand for these products, competitive fuels, refining, transportation, extensive federal and state regulations governing the production and sale of crude oil and natural gas, and other competitive conditions. It is impossible to predict with any certainty the future effect of these factors on the Partnership.
9
Results of Operations
For the three months ended March 31, 2013 as compared to the three months ended March 31, 2012:
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Three Months Ended March 31,
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2013
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2012
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Oil sales
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$ | 277,246 | $ | 519,306 | ||||
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Barrels produced
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3,277 | 5,227 | ||||||
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Average price/bbl
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$ | 84.60 | $ | 99.35 | ||||
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Gas sales
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$ | 663,529 | $ | 764,775 | ||||
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Mcf produced
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156,881 | 197,099 | ||||||
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Average price/mcf
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$ | 4.23 | $ | 3.88 | ||||
Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $343,306, a 26.7% decline, for the three months ended March 31, 2013 as compared to the three months ended March 31, 2012.
Of this decrease, revenues declined by $164,977 and $170,102 from decreases in the volumes of oil and gas sold, respectively. Volumes fell by 1,950 barrels (bbls) and 40,218 thousand cubic feet (mcf) for the three months ended March 31, 2013 as compared to the three months ended March 31, 2012.
Also contributing to the decrease was $77,083 due to a decline in the average price of oil sold. The average price fell to $84.60 from $99.35 per bbl for the three months ended March 31, 2013 as compared to the three months ended March 31, 2012.
These decreases were partially offset by an increase of $68,856 from a rise in the average price of gas sold. The average price rose to $4.23 from $3.88 for the three months ended March 31, 2013 as compared to the three months ended March 31, 2012.
Lease operations. Lease operating expense during the three month period ended March 31, 2013 increased to $257,169 from $249,391 for the three months ended March 31, 2012 due to more well repairs and workovers.
Production taxes. Production taxes during the three month period ended March 31, 2013 decreased to $47,384 from $71,543 for the three month period ended March 31, 2012 due to lower overall oil and gas revenue.
Administrative and general expense. Administrative and general expense for the three month period ended March 31, 2013 decreased to $52,604 from $62,824 for the three month period ended March 31, 2012 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, 2013 decreased to $232,841 from $318,745 for the three month period ended March 31, 2012 due to decreased production volumes.
10
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, 2013, a 10% change in the price received for oil and gas production would have had an approximate $94,000 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, 2012 annual report on internal control over financial reporting, and for the quarter ended March 31, 2013, 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.
11
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 | |||
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31.1 | Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | ||
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31.2 |
Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
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32.1 |
Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
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32.2 |
Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
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101 |
The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 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.
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| (b) | Reports on Form 8-K | |||
| None. | ||||
12
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.
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Mewbourne Energy Partners 07-A, L.P.
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By:
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Mewbourne Development Corporation
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Managing General Partner | ||
| Date: May 15, 2013 |
By:
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/s/Alan Clark
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Alan Clark, Treasurer and Controller |
13
INDEX TO EXHIBITS
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EXHIBIT
NUMBER
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DESCRIPTION |
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31.1
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Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
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31.2
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32.1
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32.2
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101
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The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 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
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14