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, 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. 000-53648

 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

 

Delaware		26-2055065
(State or jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
3901 South Broadway, Tyler, Texas		75701
(Address of principal executive offices)		(Zip code)

 

Registrant’s Telephone Number, including area code:

(903) 561-2900

 

Not Applicable

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒    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 08-A, L.P.

 

INDEX

 

Part 1 - Financial Information			Page No.
	Item 1.   Financial Statements
		Condensed Balance Sheets -      June 30, 2016 (Unaudited) and December 31, 2015	3
		Condensed Statements of Operations (Unaudited) –      For the three months ended June 30, 2016 and 2015           and the six months ended June 30, 2016 and 2015	4
		Condensed Statement of Changes In Partners’ Capital (Unaudited) -      For the six months ended June 30, 2016	5
		Condensed Statements of Cash Flows (Unaudited) –      For the six months ended June 30, 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		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 08-A, L.P.

 

Part I - Financial Information

 

Item 1.

Financial Statements

  

CONDENSED BALANCE SHEETS

 

		June 30, 2016				December 31, 2015
		(Unaudited)
ASSETS
Cash		$	2,474			$	81,303
Accounts receivable, affiliate			431,788				406,490
Prepaid state taxes			4,471				3,305
Total current assets			438,733				491,098
Oil and gas properties at cost, full-cost method			69,794,767				69,797,551
Less accumulated depreciation, depletion, amortization and cost ceiling write-downs			(62,967,868	)			(61,746,190	)
			6,826,899				8,051,361
Total assets		$	7,265,632			$	8,542,459
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable, affiliate		$	156,892			$	116,906
Total current liabilities			156,892				116,906
Asset retirement obligation			1,481,628				1,467,094
Partners’ capital			5,627,112				6,958,459
Total liabilities and partners’ capital		$	7,265,632			$	8,542,459

 

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

 

 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

 

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the								For the
		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
Revenues:
Oil sales		$	271,148			$	428,855			$	457,455			$	817,497
Gas sales			354,598				481,904				673,518				995,880
Total revenues			625,746				910,759				1,130,973				1,813,377
Expenses:
Lease operating expense			275,140				323,837				627,163				733,610
Production taxes			36,384				54,809				62,287				113,313
Administrative and general expense			45,288				59,132				79,008				115,485
Depreciation, depletion, and amortization			161,899				471,252				344,013				898,901
Cost ceiling write-down			113,400				6,145,004				876,016				9,586,869
Asset retirement obligation accretion			16,634				16,447				33,268				32,894
Total expenses			648,745				7,070,481				2,021,755				11,481,072
Net loss		$	(22,999	)		$	(6,159,722	)		$	(890,782	)		$	(9,667,695	)

 

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

 

 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

 

CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

For the six months ended June 30, 2016

(Unaudited)

 

		Total
Balance at December 31, 2015		$	6,958,459
Cash distributions			(440,565	)
Net loss			(890,782	)
Balance at June 30, 2016		$	5,627,112

 

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

 

 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

 

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Six Months Ended June 30,
		2016				2015
Cash flows from operating activities:
Net loss		$	(890,782	)		$	(9,667,695	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion, and amortization			344,013				898,901
Cost ceiling write-down			876,016				9,586,869
Asset retirement obligation accretion			33,268				32,894
Plugging and abandonment cost paid from asset retirement obligation			(3,473	)			(3,287	)
Changes in operating assets and liabilities:
Accounts receivable, affiliate			(25,298	)			249,825
Prepaid state taxes			(1,166	)			(2,155	)
Accounts payable, affiliate			39,986				(52,607	)
Net cash provided by operating activities			372,564				1,042,745
Cash flows from investing activities:
Purchase and development of oil and gas properties			(10,828	)			(23,976	)
Net cash used in investing activities			(10,828	)			(23,976	)
Cash flows from financing activities:
Cash distributions to partners			(440,565	)			(1,013,932	)
Net cash used in financing activities			(440,565	)			(1,013,932	)
Net (decrease) increase in cash			(78,829	)			4,837
Cash, beginning of period			81,303				8,143
Cash, end of period		$	2,474			$	12,980
Supplemental Cash Flow Information:
Change to net oil & gas properties related to asset retirement obligation liabilities		$	(15,261	)		$	(9,611	)
Change to property, plant and equipment related to accrual of leaseholds		$	—			$	1,160

 

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

 

 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

  

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

1. Description of Business

  

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

 

2. Summary of Significant Accounting Policies

  

Reference is hereby made to the Registrant’s Annual Report on Form 10-K for 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 June 30, 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 totaling $876,016 and $9,586,869 for the six months ended June 30, 2016 and 2015, respectively.

 

 

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

 

		2016				2015
Balance, beginning of period		$	1,467,094			$	1,455,487
Liabilities incurred			—				2,060
Liabilities reduced due to settlements, plugging and abandonments, and sales of property			(18,734	)			(55,381	)
Accretion expense			33,268				64,928
Balance, end of period		$	1,481,628			$	1,467,094

 

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.

 

 

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			70	%			30	%
All other revenues			70	%			30	%
Costs and expenses:
Organization and offering costs (1)			0	%			100	%
Lease acquisition costs (1)			0	%			100	%
Tangible and intangible drilling costs (1)			100	%			0	%
Operating costs, reporting and legal expenses, general and administrative expenses and all other costs			70	%			30	%

 

(1)

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

 

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

  

Liquidity and Capital Resources

 

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

 

Future capital requirements and operations will be conducted with available funds generated from oil and gas activities. No bank borrowing is anticipated. The Partnership had net working capital of $281,841 at June 30, 2016.

 

The Partnership had reduced cash flows from operations for the six months ended June 30, 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 six months ended June 30, 2016, the Partnership made cash distributions to the investor partners in the amount of $440,565 as compared to $1,013,932 for the six months ended June 30, 2015. Since inception, the Partnership has made distributions of $67,762,153, 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, 2016 as compared to the three months ended June 30, 2015:

 

		Three Months Ended June 30,
		2016				2015
Oil sales		$	271,148			$	428,855
Barrels produced			6,882				8,482
Average price/bbl		$	39.40			$	50.56
Gas sales		$	354,598			$	481,904
Mcf produced			165,899				175,929
Average price/mcf		$	2.14			$	2.74

 

Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $285,013, a 31.3% decline, for the three months ended June 30, 2016 as compared to the three months ended June 30, 2015.

 

Of this decline, $94,668 and $105,868 were due to decreases in the average prices of oil and gas sold, respectively. The average price fell to $39.40 from $50.56 per barrel (bbl) and to $2.14 from $2.74 per thousand cubic feet (mcf) for the three months ended June 30, 2016 as compared to the three months ended June 30, 2015.

 

Also contributing to the decline in sales were $63,039 and $21,438 due to lower volumes of oil and gas sold, respectively, by 1,600 bbls and 10,030 mcf.

Lease operations. Lease operating expense during the three month period ended June 30, 2016 decreased to $275,140 from $323,837 for the three months ended June 30, 2015 due to fewer well repairs and workovers.

 

Production taxes. Production taxes during the three month period ended June 30, 2016 decreased to $36,384 from $54,809 for the three month period ended June 30, 2015 due to lower overall oil and gas revenue.

 

Administrative and general expense. Administrative and general expense for the three month period ended June 30, 2016 fell to $45,288 from $59,132 for the three month period ended June 30, 2015 due to decreased administrative expenses allocable to the Partnership.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended June 30, 2016 decreased to $161,899 from $471,252 for the three month period ended June 30, 2015. This was due to the overall decrease in oil and gas production.

 

Cost ceiling write-down. There were cost ceiling write-downs of $113,400 and $6,145,004 for the three months ended June 30, 2016 and 2015, respectively. These were due to lower average oil and gas prices for the twelve months preceding each write-down.

 

 

Results of Operations

 

For the six months ended June 30, 2016 as compared to the six months ended June 30, 2015:

 

		Six Months Ended June 30,
		2016				2015
Oil sales		$	457,455			$	817,497
Barrels produced			13,348				16,785
Average price/bbl		$	34.27			$	48.70
Gas sales		$	673,518			$	995,880
Mcf produced			330,851				337,394
Average price/mcf		$	2.04			$	2.95

 

Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $682,404, a 37.6% decline, for the six months ended June 30, 2016 as compared to the six months ended June 30, 2015.

 

Of this decline, $242,251 and $309,042 were due to decreases in the average prices of oil and gas sold, respectively. The average price fell to $34.27 from $48.70 per barrel (bbl) and to $2.04 from $2.95 per thousand cubic feet (mcf) for the six months ended June 30, 2016 as compared to the six months ended June 30, 2015.

 

Also contributing to the decline in sales were $117,791 and $13,320 due to lower volumes of oil and gas sold, respectively, by 3,437 bbls and 6,543 mcf.

 

Lease operations. Lease operating expense during the six month period ended June 30, 2016 decreased to $627,163 from $733,610 for the six months ended June 30, 2015 due to fewer well repairs and workovers.

 

Production taxes. Production taxes during the six month period ended June 30, 2016 decreased to $62,287 from $113,313 for the six month period ended June 30, 2015 due to lower overall oil and gas revenue.

 

Administrative and general expense. Administrative and general expense for the six month period ended June 30, 2016 fell to $79,008 from $115,485 for the six month period ended June 30, 2015 due to decreased administrative expenses allocable to the Partnership.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the six month period ended June 30, 2016 decreased to $344,013 from $898,901 for the six month period ended June 30, 2015. This was due to the overall decrease in oil and gas production.

 

Cost ceiling write-down. There were cost ceiling write-downs totaling $876,016 and $9,586,869 for the six months ended June 30, 2016 and 2015, respectively. These were due to lower average oil and gas prices for the twelve months preceding each write-down.

 

 

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, 2016, a 10% change in the price received for oil and gas production would have had an approximate $113,000 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 June 30, 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.

 

 

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, 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.

  

 

SIGNATURES

 

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

 

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

 

Date: August 15, 2016

 

	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, 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.

 

15