UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended June 30, 2014

 

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. 000-54370

 

MEWBOURNE ENERGY PARTNERS 10-A, L.P. 

 

Delaware		27-1903816
(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☒ 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, 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 ☒

 

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

 

  

MEWBOURNE ENERGY PARTNERS 10-A, L.P.

 

INDEX
Part 1  -  Financial Information				Page No.
	Item 1.  Financial Statements
		Condensed Balance Sheets -
			June 30, 2014  (Unaudited) and December 31, 2013	3
		Condensed Statements of Operations (Unaudited) -
			For the three months ended June 30, 2014 and 2013
			and the six months ended June 30, 2014 and 2013	4
		Condensed Statement of Changes In Partners' Capital (Unaudited) -
			For the six months ended June 30, 2014	5
		Condensed Statements of Cash Flows (Unaudited) -
			For the six months ended June 30, 2014 and 2013	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 10-A, L.P.

 

Part I - Financial Information

 

Item 1.  Financial Statements

 

CONDENSED BALANCE SHEETS

  

		June 30, 2014				December 31, 2013
		(Unaudited)
ASSETS
Cash		$	20,373			$	10,520
Accounts receivable, affiliate			1,602,725				1,529,763
Prepaid state taxes			25,087				7,500
Total current assets			1,648,185				1,547,783
Oil and gas properties at cost, full-cost method			69,347,440				69,322,781
Less accumulated depreciation, depletion,
amortization and impairment			(39,204,961	)			(38,026,520	)
			30,142,479				31,296,261
Total assets		$	31,790,664			$	32,844,044
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable, affiliate		$	175,087			$	239,362
Total current liabilities			175,087				239,362
Asset retirement obligation			763,586				750,485
Partners' capital			30,851,991				31,854,197
Total liabilities and partners' capital		$	31,790,664			$	32,844,044

 

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

 

 

MEWBOURNE ENERGY PARTNERS 10-A, L.P.

 

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

  

		For the								For the
		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2014				2013				2014				2013
Revenues and other income:
Oil sales		$	1,492,903			$	2,280,703			$	2,857,785			$	4,025,512
Gas sales			941,297				1,043,174				2,018,897				2,268,251
Interest income			1,038				1,131				1,038				1,131
Total revenues and other income			2,435,238				3,325,008				4,877,720				6,294,894
Expenses:
Lease operating expense			261,317				296,569				548,800				649,942
Production taxes			100,414				73,693				206,700				96,606
Administrative and general expense			126,845				128,441				223,450				266,338
Depreciation, depletion, and amortization			614,339				975,281				1,185,135				1,889,256
Cost ceiling write-down			—				1,757,285				—				2,720,640
Asset retirement obligation accretion			7,807				7,586				15,590				15,242
Total expenses			1,110,722				3,238,855				2,179,675				5,638,024
Net income		$	1,324,516			$	86,153			$	2,698,045			$	656,870
Basic and diluted net income per
partner interest
(14,600 interests outstanding)		$	90.72			$	5.90			$	184.80			$	44.99

 

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

 

 

MEWBOURNE ENERGY PARTNERS 10-A, L.P.

 

CONDENSED STATEMENT OF CHANGES IN PARTNERS' CAPITAL

For the six months ended June 30, 2014

 (Unaudited)

 

		Total
Balance at December 31, 2013		$	31,854,197
Cash distributions			(3,700,251	)
Net income			2,698,045
Balance at June 30, 2014		$	30,851,991

 

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

 

 

MEWBOURNE ENERGY PARTNERS 10-A, L.P.

 

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Six Months Ended
		June 30,
		2014				2013
Cash flows from operating activities:
Net income		$	2,698,045			$	656,870
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion, and amortization			1,185,135				1,889,256
Cost ceiling write-down			—				2,720,640
Asset retirement obligation accretion			15,590				15,242
Plugging and abandonment cost paid from asset retirement obligation			(6,760	)			—
Changes in operating assets and liabilities:
Accounts receivable, affiliate			(72,962	)			119,981
Prepaid state taxes			(17,587	)			(5,000	)
Accounts payable, affiliate			(64,275	)			(119,226	)
Net cash provided by operating activities			3,737,186				5,277,763
Cash flows from investing activities:
Purchase and development of oil and gas properties			(27,082	)			(326,123	)
Net cash used in investing activities			(27,082	)			(326,123	)
Cash flows from financing activities:
Cash distributions to partners			(3,700,251	)			(4,951,775	)
Net cash used in financing activities			(3,700,251	)			(4,951,775	)
Net increase (decrease) in cash			9,853				(135	)
Cash, beginning of period			10,520				594
Cash, end of period		$	20,373			$	459
Supplemental Cash Flow Information:
Non-cash changes to net oil & gas properties related to
asset retirement obligation liabilities		$	4,271			$	(8,356	)

 

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

 

 

MEWBOURNE ENERGY PARTNERS 10-A, L.P.

 

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

1.    Description of Business

 

Mewbourne Energy Partners 10-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 9, 2010. The offering of limited and general partner interests began May 1, 2010 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 2, 2010, with total investor contributions of $73,000,000 originally being sold to accredited investors of which $67,820,000 were sold to accredited investors as general partner interests and $5,180,000 were sold to accredited investors as limited partner interests. During 2012, 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 2013, 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 June 30, 2014 and 2013 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 cost ceiling write-downs of $963,355 on March 31, 2013 and $1,757,285 on June 30, 2013 for a total of $2,720,640 due to lower average oil and gas prices for the twelve months preceding each write-down. There were no cost ceiling write-downs on March 31, 2014 or June 30, 2014.

 

 

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 six months ended June 30, 2014 and the year ended December 31, 2013 is as follows:

 

		June 30,				December 31,
		2014				2013
Balance, beginning of period		$	750,485			$	730,604
Liabilities incurred			4,417				86
Liabilities reduced due to settlements and plugging and abandonments			(6,906	)			(10,376	)
Accretion expense			15,590				30,171
Balance, end of period		$	763,586			$	750,485

 

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 six 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	%
Reporting and legal expenses			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 10-A, L.P. (“the Partnership”) was formed February 9, 2010. The offering of limited and general partnership interests began May 1, 2010 and concluded August 2, 2010, with total investor contributions of $73,000,000. During 2012, 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 $1,473,098 at June 30, 2014.

 

During the six months ended June 30, 2014, the Partnership made cash distributions to the investor partners in the amount of $3,700,251 as compared to $4,951,775 for the six months ended June 30, 2013. The Partnership expects that cash distributions will continue during 2014 as additional oil and gas revenues are sufficient to produce cash flows from operations. Since inception, the Partnership has made distributions of $59,778,135, 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 June 30, 2014 as compared to the three months ended June 30, 2013:

 

		Three Months Ended June 30,
		2014				2013
Oil sales		$	1,492,903			$	2,280,703
Barrels produced			15,296				25,035
Average price/bbl		$	97.60			$	91.10
Gas sales		$	941,297			$	1,043,174
Mcf produced			146,041				199,081
Average price/mcf		$	6.45			$	5.24

 

Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $889,677, a 26.8% decline, for the three months ended June 30, 2014 as compared to the three months ended June 30, 2013.

 

Of this decrease, $950,535 and $341,866 were due to declines in the volumes of oil and gas sold, respectively. The volumes fell by 9,739 barrels (bbls) and 53,040 thousand cubic feet (mcf) for the three months ended June 30, 2014 as compared to the three months ended June 30, 2013.

 

These decreases were partially offset by increases of $162,735 and $239,989 due to inclines in the average prices of oil and gas sold, respectively. The average price increased to $97.60 from $91.10 per bbl and to $6.45 from $5.24 per mcf for the three months ended June 30, 2014 as compared to the three months ended June 30, 2013.

 

Lease operations. Lease operating expense during the three month period ended June 30, 2014 fell to $261,317 from $296,569 for the three month period ended June 30, 2013 due to fewer well repairs and workovers.

 

Production taxes. Production taxes during the three month period ended June 30, 2014 increased to $100,414 from $73,693 for the three month period ended June 30, 2013. This was due to production tax credits during the three months ended June 30, 2013.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended June 30, 2014 decreased to $614,339 from $975,281 for the three month period ended June 30, 2013. This was due to the net decrease in oil and gas production.

 

Cost ceiling write-down. There was a cost ceiling write-down of $1,757,285 on June 30, 2013 due to lower average oil and gas prices for the twelve months preceding the write-down. There was no cost ceiling write-down on June 30, 2014.

 

 

Results of Operations

 

For the six months ended June 30, 2014 as compared to the six months ended June 30, 2013:

 

		Six Months Ended June 30,
		2014				2013
Oil sales		$	2,857,785			$	4,025,512
Barrels produced			29,908				45,267
Average price/bbl		$	95.55			$	88.93
Gas sales		$	2,018,897			$	2,268,251
Mcf produced			290,325				422,292
Average price/mcf		$	6.95			$	5.37

 

Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $1,417,081, a 22.5% decline, for the six months ended June 30, 2014 as compared to the six months ended June 30, 2013.

 

Of this decrease, $1,467,591 and $917,688 were due to declines in the volumes of oil and gas sold, respectively. The volumes fell by 15,359 barrels (bbls) and 131,967 thousand cubic feet (mcf) for the six months ended June 30, 2014 as compared to the six months ended June 30, 2013.

 

These decreases were partially offset by increases of $299,864 and $668,334 due to inclines in the average prices of oil and gas sold, respectively. The average price increased to $95.55 from $88.93 per bbl and to $6.95 from $5.37 per mcf for the six months ended June 30, 2014 as compared to the six months ended June 30, 2013.

 

Lease operations. Lease operating expense during the six month period ended June 30, 2014 fell to $548,800 from $649,942 for the six month period ended June 30, 2013 due to fewer well repairs and workovers.

 

Production taxes. Production taxes during the six month period ended June 30, 2014 increased to $206,700 from $96,606 for the six month period ended June 30, 2013. This was due to production tax credits during the six months ended June 30, 2013.

 

Administrative and general expense. Administrative and general expense decreased to $223,450 for the six month period ended June 30, 2014 from $266,338 for the six month period ended June 30, 2013 due to decreased administrative expenses allocable to the Partnership and lower general expense for reporting and legal costs.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the six month period ended June 30, 2014 decreased to $1,185,135 from $1,889,256 for the six month period ended June 30, 2013. This was due to the net decrease in oil and gas production.

 

Cost ceiling write-down. There were cost ceiling write-downs of $963,355 on March 31, 2013 and $1,757,285 on June 30, 2013 for a total of $2,720,640. These were due to lower average oil and gas prices for the twelve months preceding each write-down. There were no cost ceiling write-downs on March 31, 2014 or June 30, 2014.

 

 

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 six months ended June 30, 2014, a 10% change in the price received for oil and gas production would have had an approximate $488,000 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, 2013 annual report on internal control over financial reporting, and for the quarter ended June 30, 2014, 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 June 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statement of Changes in Partners' Capital, (iv) the Condensed Statements of Cash Flows, 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 10-A, L.P.
	By:	Mewbourne Development Corporation
		Managing General Partner

 

Date:	August 14, 2014
		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 June 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statement of Changes in Partners' Capital, (iv) the Condensed Statements of Cash Flows, and (v) related notes.