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EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - MEWBOURNE ENERGY PARTNERS 09-A, L.P.ex32-2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - MEWBOURNE ENERGY PARTNERS 09-A, L.P.ex31-1.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - MEWBOURNE ENERGY PARTNERS 09-A, L.P.ex31-2.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - MEWBOURNE ENERGY PARTNERS 09-A, L.P.ex32-1.htm

 

 

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 March 31, 2016

 

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 ☒ 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 09-A, L.P.

 

INDEX
         
Part 1  -  Financial Information

Page No.

         
  Item 1.  Financial Statements   
         
    Condensed Balance Sheets  
      March 31, 2016 (Unaudited) and December 31, 2015 3
         
    Condensed Statements of Operations (Unaudited) -  
      For the three months ended March 31, 2016 and 2015  4
         
    Condensed Statement of Changes In Partners' Capital (Unaudited) -  
      For the three months ended March 31, 2016 5
         
    Condensed Statements of Cash Flows (Unaudited)  
      For the three months ended March 31, 2016 and 2015 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

 

2
 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

Part I - Financial Information

 

Item 1.  Financial Statements

 

CONDENSED BALANCE SHEETS

  

   March 31, 2016  December 31, 2015
   (Unaudited)   
ASSETS          
           
Cash  $6,586   $42,148 
Accounts receivable, affiliate   312,258    388,345 
Prepaid state taxes   26,464    19,848 
 Total current assets   345,308    450,341 
           
Oil and gas properties at cost, full-cost method   63,680,668    63,680,296 
Less accumulated depreciation, depletion, amortization          
and cost ceiling write-downs   (57,135,137)   (56,135,661)
    6,545,531    7,544,635 
           
Total assets  $6,890,839   $7,994,976 
           
           
LIABILITIES AND PARTNERS' CAPITAL          
           
Accounts payable, affiliate  $176,948   $118,022 
Total current liabilities   176,948    118,022 
           
Asset retirement obligation   1,072,589    1,061,606 
           
Partners' capital   5,641,302    6,815,348 
           
Total liabilities and partners' capital  $6,890,839   $7,994,976 

  

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

 

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MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

   For the
   Three Months Ended
   March 31,
   2016  2015
Revenues:          
Oil sales  $260,957   $456,207 
Gas sales   209,565    358,498 
Total revenues   470,522    814,705 
           
Expenses:          
Lease operating expense   332,178    426,573 
Production taxes   26,730    46,547 
Administrative and general expense   38,184    54,132 
Depreciation, depletion, and amortization   154,859    429,964 
Cost ceiling write-down   844,617    4,933,092 
Asset retirement obligation accretion   10,983    11,327 
Total expenses   1,407,551    5,901,635 
           
Net loss  $(937,029)  $(5,086,930)

 

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

 

4
 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

CONDENSED STATEMENT OF CHANGES IN PARTNERS' CAPITAL

For the three months ended March 31, 2016

 (Unaudited)

 

   Total
      
Balance at December 31, 2015  $6,815,348 
      
Cash distributions   (237,017)
      
Net loss   (937,029)
      
Balance at March 31, 2016  $5,641,302 

 

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

 

5
 

 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

    

   Three Months Ended
   March 31,
   2016  2015
Cash flows from operating activities:          
Net loss  $(937,029)  $(5,086,930)
Adjustments to reconcile net loss to net cash          
  provided by operating activities:          
Depreciation, depletion, and amortization   154,859    429,964 
Cost ceiling write-down   844,617    4,933,092 
Asset retirement obligation accretion   10,983    11,327 
Changes in operating assets and liabilities:          
Accounts receivable, affiliate   76,087    278,563 
Prepaid state taxes   (6,616)   (8,028)
Accounts payable, affiliate   58,926    (23,328)
Net cash provided by operating activities   201,827    534,660 
           
Cash flows from investing activities:          
Proceeds from sale of oil and gas properties   —      3,231 
Purchase and development of oil and gas properties   (372)   —   
Net cash (used in) provided by investing activities   (372)   3,231 
           
Cash flows from financing activities:          
Cash distributions to partners   (237,017)   (536,411)
Net cash used in financing activities   (237,017)   (536,411)
           
Net (decrease) increase in cash   (35,562)   1,480 
Cash, beginning of period   42,148    9,571 
           
Cash, end of period  $6,586   $11,051 

  

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

 

6
 

 

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 2015, 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, 2016 and 2015, 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 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 estimated future net cash flows of proved reserves, computed using the 12-month unweighted average of first-day-of-the-month oil and natural gas prices, discounted at 10%, and the lower of cost or fair value of unproved properties. If unamortized costs capitalized exceed the ceiling, the excess is charged to expense in the period the excess occurs. There were cost ceiling write-downs of $844,617 and $4,933,092 for the three months ended March 31, 2016 and 2015, respectively.

 

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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, 2016 and the year ended December 31, 2015 is as follows:

 

   2016  2015
Balance, beginning of period  $1,061,606   $1,093,815 
Liabilities incurred   —      1,799 
Liabilities reduced due to settlements and sales of property   —      (77,715)
Accretion expense   10,983    43,707 
Balance, end of period  $1,072,589   $1,061,606 

 

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:

 

      Partnership   MD (1)
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)As noted above, 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 $168,360 at March 31, 2016.

 

The Partnership had reduced cash flows from operations for the three months ended March 31, 2016 due to the steep decline in oil and gas prices during the previous twelve months. Considering these reduced operating cashflows, the Partnership anticipates smaller distributions until prices improve.

 

During the three months ended March 31, 2016, the Partnership made cash distributions to the investor partners in the amount of $237,017 as compared to $536,411 for the three months ended March 31, 2015. Since inception, the Partnership has made distributions of $67,856,641, 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.

 

9
 

 

Results of Operations

 

For the three months ended March 31, 2016 as compared to the three months ended March 31, 2015:

 

   Three Months Ended March 31,
   2016  2015
Oil sales  $260,957   $456,207 
Barrels produced   8,945    10,264 
Average price/bbl  $29.17   $44.45 
           
Gas sales  $209,565   $358,498 
Mcf produced   99,318    106,517 
Average price/mcf  $2.11   $3.37 

 

Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $344,183, a 42.2% decline, for the three months ended March 31, 2016 as compared to the three months ended March 31, 2015.

 

Of this decline, $156,770 and $133,743 were due to decreases in the average prices of oil and gas sold, respectively. The average price fell to $29.17 from $44.45 per barrel (bbl) and to $2.11 from $3.37 per thousand cubic feet (mcf) for the three months ended March 31, 2016 as compared to the three months ended March 31, 2015.

 

Also contributing to the decline in sales were $38,480 and $15,190 due to lower volumes of oil and gas sold, respectively, by 1,319 bbls and 7,199 mcf.

 

Lease operations. Lease operating expense during the three month period ended March 31, 2016 decreased to $332,178 from $426,573 for the three month period ended March 31, 2015 due to fewer well repairs and workovers.

 

Production taxes. Production taxes during the three month period ended March 31, 2016 decreased to $26,730 from $46,547 for the three month period ended March 31, 2015 due to lower overall oil and gas revenue.

 

Administrative and general expense. Administrative and general expense for the three month period ended March 31, 2016 fell to $38,184 from $54,132 for the three month period ended March 31, 2015 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, 2016 decreased to $154,859 from $429,964 for the three month period ended March 31, 2015. This was due to the overall decrease in oil and gas production.

 

Cost ceiling write-down. There were cost ceiling write-downs of $844,617 and $4,933,092 for the three months ended March 31, 2016 and 2015, respectively. These were due to lower average oil and gas prices for the twelve months preceding each write-down.

 

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, 2016, a 10% change in the price received for oil and gas production would have had an approximate $47,000 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, 2015 annual report on internal control over financial reporting, and for the quarter ended March 31, 2016, 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.
         
      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, 2016 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.

  

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

 

Date: May 16, 2016    
       
    By: /s/ Alan Clark
      Alan Clark, Treasurer and Controller

 

13
 

 

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, 2016 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.

 

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