UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended September 30, 2013

 

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. 000-53959

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P. 

 

Delaware		26-4280211
(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 S 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 S 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 S

 

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

  

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

INDEX
Part 1  -  Financial Information				Page No.
	Item 1.  Financial Statements
		Condensed Balance Sheets -
			September 30, 2013  (Unaudited) and December 31, 2012	3
		Condensed Statements of Operations (Unaudited) -
			For the three months ended September 30, 2013 and 2012
			and the nine months months ended September 30, 2013 and 2012	4
		Condensed Statement of Changes In Partners' Capital (Unaudited) -
			For the nine months ended September 30, 2013	5
		Condensed Statements of Cash Flows (Unaudited) -
			For the nine months ended September 30, 2013 and 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			12
	Item 4.  Disclosure Controls and Procedures			12
Part II  -  Other Information
	Item 1.  Legal Proceedings			13
	Item 6.  Exhibits and Reports on Form 8-K			13

 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

Part I - Financial Information                  

 

Item 1.  Financial Statements      

 

CONDENSED BALANCE SHEETS

 

		September 30, 2013				December 31, 2012
		(Unaudited)
ASSETS
Cash		$	18,706			$	46,485
Accounts receivable, affiliate			1,637,562				1,569,211
Prepaid state taxes			15,000				7,500
Total current assets			1,671,268				1,623,196
Oil and gas properties at cost, full-cost method			63,717,089				63,695,926
Less accumulated depreciation, depletion,
and amortization			(31,889,927	)			(28,515,047	)
			31,827,162				35,180,879
Total assets		$	33,498,430			$	36,804,075
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable, affiliate		$	242,492			$	179,041
Total current liabilities			242,492				179,041
Asset retirement obligation			1,053,997				1,033,851
Partners' capital			32,201,941				35,591,183
Total liabilities and partners' capital		$	33,498,430			$	36,804,075

 

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

 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the								For the
		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2013				2012				2013				2012
Revenues and other income:
Oil sales		$	1,518,673			$	2,038,900			$	4,907,485			$	7,593,237
Gas sales			844,267				787,993				2,617,549				2,955,389
Interest income			—				—				—				420
Total revenues and other income			2,362,940				2,826,893				7,525,034				10,549,046
Expenses:
Lease operating expense			379,453				334,926				1,129,198				1,100,658
Production taxes			98,631				100,629				313,503				519,539
Administrative and general expense			103,732				43,473				311,018				393,564
Depreciation, depletion, and amortization			619,700				1,000,726				2,096,515				3,300,720
Cost ceiling write-down			—				5,435,445				1,286,337				5,435,445
Asset retirement obligation accretion			10,445				9,937				31,219				29,791
Total expenses			1,211,961				6,925,136				5,167,790				10,779,717
Net income (loss)		$	1,150,979			$	(4,098,243	)		$	2,357,244			$	(230,671	)
Basic and diluted net income (loss) per
partner interest
(13,242 interests outstanding)		$	86.92			$	(309.49	)		$	178.01			$	(17.42	)

  

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

 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

CONDENSED STATEMENT OF CHANGES IN PARTNERS' CAPITAL

For the nine months ended September 30, 2013

(Unaudited) 

  

		Total
Balance at December 31, 2012		$	35,591,183
Cash distributions			(5,746,486	)
Net income			2,357,244
Balance at September 30, 2013		$	32,201,941

 

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

 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Nine Months Ended
		September 30,
		2013				2012
Cash flows from operating activities:
Net income (loss)		$	2,357,244			$	(230,671	)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation, depletion, and amortization			2,096,515				3,300,720
Cost ceiling write-down			1,286,337				5,435,445
Asset retirement obligation accretion			31,219				29,791
Plugging and abandonment cost paid from asset retirement obligation			(8,539	)			—
Changes in operating assets and liabilities:
Accounts receivable, affiliate			(68,351	)			977,524
Prepaid state taxes			(7,500	)			74,151
Accounts payable, affiliate			63,451				(136,944	)
Net cash provided by operating activities			5,750,376				9,450,016
Cash flows from investing activities:
Purchase and development of oil and gas properties			(31,669	)			(480,878	)
Net cash used in investing activities			(31,669	)			(480,878	)
Cash flows from financing activities:
Cash distributions to partners			(5,746,486	)			(8,973,910	)
Net cash used in financing activities			(5,746,486	)			(8,973,910	)
Net decrease in cash			(27,779	)			(4,772	)
Cash, beginning of period			46,485				111,036
Cash, end of period		$	18,706			$	106,264
Supplemental Cash Flow Information:
Non-cash changes to net oil & gas properties related to
asset retirement obligation liabilities		$	(2,534	)		$	(2,749	)

 

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

 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P. 

 

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

1. Description of Business

 

Mewbourne Energy Partners 09-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 February 26, 2009. The offering of limited and general partner interests began May 1, 2009 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 28, 2009, with total investor contributions of $66,210,000 originally being sold to accredited investors of which $62,140,000 were sold to accredited investors as general partner interests and $4,070,000 were sold to accredited investors as limited partner interests. During 2011, 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 September 30, 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. The cost ceiling write-downs occurring during the nine months ended September 30, 2012 and 2013 were as follows: $5,435,445 at September 30, 2012 and $1,286,337 at June 30, 2013. These were due to lower average oil and gas prices for the twelve months preceding each of these dates.

 

 

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 nine months ended September 30, 2013 and the year ended December 31, 2012 is as follows:

 

		September 30,				December 31,
		2013				2012
Balance, beginning of period		$	1,033,851			$	995,271
Liabilities incurred			4,421				2,806
Liabilities reduced due to settlements and plugging and abandonments			(15,494	)			(3,952	)
Accretion expense			31,219				39,726
Balance, end of period		$	1,053,997			$	1,033,851

 

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 .75% 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.

 

 

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		75%		25%
	All other revenues		75%		25%
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	75%		25%

 

(1)

Pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which should approximate 15% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less than 15% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program’s total capital costs reaches approximately 15%. 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 09-A, L.P. (“the Partnership”) was formed February 26, 2009. The offering of limited and general partnership interests began May 1, 2009 and concluded August 28, 2009, with total investor contributions of $66,210,000. During 2011, 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 $1,428,776 at September 30, 2013.

 

During the nine months ended September 30, 2013, the Partnership made cash distributions to the investor partners in the amount of $5,746,486 as compared to $8,973,910 for the nine months ended September 30, 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. Since inception, the Partnershis has made distributions of $56,131,375, inclusive of state tax payments.

 

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.

 

 

Results of Operations

 

For the three months ended September 30, 2013 as compared to the three months ended September 30, 2012:

 

		Three Months Ended September 30,
		2013				2012
Oil sales		$	1,518,673			$	2,038,900
Barrels produced			14,616				23,125
Average price/bbl		$	103.90			$	88.17
Gas sales		$	844,267			$	787,993
Mcf produced			168,066				193,651
Average price/mcf		$	5.02			$	4.07

 

Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $463,953, a 16.4% decline, for the three months ended September 30, 2013 as compared to the three months ended September 30, 2012.

 

Of this decrease, revenues declined by $884,126 and $128,524 from decreases in the volumes of oil and gas sold, respectively. Volumes fell by 8,509 barrels (bbls) and 25,585 thousand cubic feet (mcf) for the three months ended September 30, 2013 as compared to the three months ended September 30, 2012.

 

These decreases were partially offset by increases of $363,899 and $184,798 from increases in the average prices of oil and gas sold, respectively. The average prices rose to $103.90 from $88.17 per bbl and to $5.02 from $4.07 per mcf for the three months ended September 30, 2013 as compared to the three months ended September 30, 2012.

 

Lease operations. Lease operating expense during the three month period ended September 30, 2013 rose to $379,453 from $334,926 for the three month period ended September 30, 2012 due to more well repairs and workovers.

 

Administrative and general expense. Administrative and general expense for the three month period ended September 30, 2013 increased to $103,732 from $43,473 for the three month period ended September 30, 2012 due to increased administrative expenses allocable to the Partnership.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended September 30, 2013 decreased to $619,700 from $1,000,726 for the three month period ended September 30, 2012. This was due to the net decrease in oil and gas production.

 

Cost ceiling write-down. There was a cost ceiling write-down of $5,435,445 at September 30, 2012 due to lower average oil and gas prices for the twelve months preceding this date. There was no cost ceiling write-down at September 30, 2013.

 

 

Results of Operations

 

For the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012:

 

		Nine Months Ended September 30,
		2013				2012
Oil sales		$	4,907,485			$	7,593,237
Barrels produced			53,331				82,581
Average price/bbl		$	92.02			$	91.95
Gas sales		$	2,617,549			$	2,955,389
Mcf produced			518,538				679,818
Average price/mcf		$	5.05			$	4.35

 

Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $3,023,592, a 28.7% decline, for the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012.

 

Of this decrease, revenues declined by $2,691,567 and $814,132 from decreases in the volumes of oil and gas sold, respectively. Volumes fell by 29,250 barrels (bbls) and 161,280 thousand cubic feet (mcf) for the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012.

 

These decreases were partially offset by increases of $5,815 and $476,292 due to increases in the average prices of oil and gas sold, respectively. The average prices rose to $92.02 from $91.95 per bbl and to $5.05 from $4.35 per mcf for the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012.

 

Lease operations. Lease operating expense during the nine month period ended September 30, 2013 rose to $1,129,198 from $1,100,658 for the nine month period ended September 30, 2012 due to more well repairs and workovers.

 

Production taxes. Production taxes during the nine month period ended September 30, 2013 decreased to $313,503 from $519,539 for the nine month period ended September 30, 2012 due to lower overall oil and gas revenue and production tax credits.

 

Administrative and general expense. Administrative and general expense for the nine month period ended September 30, 2013 decreased to $311,018 from $393,564 for the nine month period ended September 30, 2012 due to decreased administrative expenses allocable to the Partnership.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the nine month period ended September 30, 2013 decreased to $2,096,515 from $3,300,720 for the nine month period ended September 30, 2012. This was due to the net decrease in oil and gas production.

 

Cost ceiling write-down. The cost ceiling write-downs occurring during the nine months ended September 30, 2012 and 2013 were as follows: $5,435,445 at September 30, 2012 and $1,286,337 at June 30, 2013. These were due to lower average oil and gas prices for the twelve months preceding each of these dates.

 

 

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 nine months ended September 30, 2013, a 10% change in the price received for oil and gas production would have had an approximate $753,000 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 September 30, 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.

 

 

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 September 30, 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.
		(b)	Reports on Form 8-K
			None.

  

 

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 09-A, L.P.
	By:	Mewbourne Development Corporation
		Managing General Partner

 

Date:	November 14, 2013
		By:	/s/ Alan Clark
			Alan Clark, Treasurer and Controller

 

 

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 September 30, 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.