Attached files

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EX-99.1 - REPORT OF FORREST A. GARB & ASSOCIATES, INC. - MEWBOURNE ENERGY PARTNERS 09-A, L.P.ex99-1.htm
EX-32.2 - CERTIFICATION OF CFO - MEWBOURNE ENERGY PARTNERS 09-A, L.P.ex32-2.htm
EX-32.1 - CERTIFICATION OF CEO - MEWBOURNE ENERGY PARTNERS 09-A, L.P.ex32-1.htm
EX-31.2 - CERTIFICATION OF CFO - MEWBOURNE ENERGY PARTNERS 09-A, L.P.ex31-2.htm
EX-31.1 - CERTIFICATION OF CEO - MEWBOURNE ENERGY PARTNERS 09-A, L.P.ex31-1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

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

For the year ended December 31, 2020

 

Or

 

☐    TRANSITION REPORT 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

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to section 12(g) of the Act:

 

Limited Partner Interests

(Title of class)

 

General Partner Interests

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☒

 

Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act from their obligations under those Sections.

 

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company, “and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer                    ☐
Non-accelerated filer   ☒ Smaller reporting company   ☒
  Emerging growth company   ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

 

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

 

No market currently exists for the limited and general partner interests of the Registrant. Based on original purchase price the aggregate market value of limited and general partner interests owned by non-affiliates of the Registrant is $66,210,000.

 

The following documents are incorporated by reference into the indicated parts of this Annual Report on Form 10-K: Part of the information called for by Part IV of the Annual Report on Form 10-K is incorporated by reference from the Registrant’s Form 10.

 

 

 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

INDEX

Part I     3
  Item 1. Business 4
  Item 1A. Risk Factors 4
  Item 1B. Unresolved Staff Comments 4
  Item 2. Properties 5
  Item 3. Legal Proceedings 6
  Item 4. Mine Safety Disclosure 6
Part II     6
  Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters 6
  Item 6. Selected Financial Data 6
  Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 6
  Item 7A. Quantitative and Qualitative Disclosures about Market Risk 11
  Item 8. Financial Statements and Supplementary Data 11
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 11
  Item 9A. Controls and Procedures 11
Part III     12
  Item 10. Directors and Executive Officers of the Registrant 12
  Item 11. Executive Compensation 13
  Item 12. Security Ownership of Certain Beneficial Owners and Management 13
  Item 13. Certain Relationships and Related Transactions 15
  Item 14. Principal Accountant Fees and Services 15
Part IV     15
  Item 15. Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8K 15
  Item 16. Form 10-K Summary 16
         
SIGNATURES   17
INDEX TO EXHIBITS 30
Certification of CEO Pursuant to Section 302  
Certification of CFO Pursuant to Section 302  
Certification of CEO Pursuant to Section 906  
Certification of CFO Pursuant to Section 906  

Report of Forrest A. Garb & Associates, Inc.

 

 

2 

 

PART I

 

ITEM 1.    Business

 

Mewbourne Energy Partners 09-A, L.P. (the “Registrant” or the “Partnership”) is a limited partnership organized under the laws of the State of Delaware on February 26, 2009 (date of inception). Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Registrant’s managing general partner. MD has no significant equity interest in the Registrant.

 

Limited and general partner interests in the Registrant were offered at $5,000 each to accredited investors in a private placement pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder, for a total of $66,210,000 sold. During 2011 all general partner equity interests were converted to limited partner equity interests.

 

The Partnership participates in oil and natural gas activities through a Drilling Program Agreement (the “Program”). The Partnership and MD are parties to the Program Agreement. The Registrant engages primarily in oil and natural gas development and production and is not involved in any other industry segment. The Program is governed by a Drilling Program Agreement between the Registrant, MD and Mewbourne Oil Company (“MOC”), the Program manager and a wholly owned subsidiary of Mewbourne Holdings, Inc., which is also the parent of MD. MD does not make any capital contributions directly to the Registrant; rather, MD makes its capital contributions directly to the Program. See the financial statements in Item 8 of this report for a summary of the Registrant’s revenue, income and identifiable assets.

 

The sale of crude oil and natural gas produced by the Registrant will be affected by a number of factors that are beyond the Registrant’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 Registrant.

 

The market for crude oil is such that the Registrant anticipates it will be able to sell all the crude oil it can produce. Natural gas will be sold to natural gas marketers and end users on the spot market. The spot market reflects immediate sales of natural gas without long-term contractual commitments. The future market condition for natural gas cannot be predicted with any certainty, and the Registrant may experience delays in marketing natural gas production and fluctuations in natural gas prices.

 

3 

 

 

Many aspects of the Registrant’s activities are highly competitive including, but not limited to, the acquisition of suitable drilling prospects and the procurement of drilling and related oil field equipment, and are subject to governmental regulation, both at Federal and state levels. The Registrant’s ability to compete depends on its financial resources and on the managing general partner’s staff and facilities, none of which are significant in comparison with those of the oil and natural gas exploration, development and production industry as a whole. Federal and state regulation of oil and natural gas operations generally includes operational activity, drilling and spacing of wells on producing acreage, the imposition of maximum allowable production rates, the taxation of income and other items, and the protection of the environment.

 

The Registrant does not have any employees of its own. MD is responsible for all management functions. MOC, a wholly owned subsidiary of Mewbourne Holdings, Inc., which is also the parent of the Registrant’s managing general partner, has been appointed Program Manager and is responsible for activities in accordance with a Drilling Program Agreement entered into by the Registrant, MD and MOC. At March 31, 2021, MOC employed 486 persons, many of whom dedicated a part of their time to the conduct of the Registrant’s business during the period for which this report is filed.

 

The production of oil and natural gas is not considered subject to seasonal factors although the price received by the Registrant for natural gas sales will generally tend to increase during the winter months. Order backlog is not pertinent to the Registrant’s business.

 

Industry Operating Environment

 

The oil and natural gas industry is affected by many factors that the Partnership generally cannot control, including the prices of oil, natural gas and natural gas liquids (“NGL”). Global macroeconomic factors contributing to uncertainty within the industry include real or perceived geopolitical risks in oil-producing regions of the world, particularly the Middle East; forecasted levels of global economic growth combined with forecasted global supply; supply levels of oil and natural gas due to exploration and development activities in the United States; global health concerns; environmental and climate change regulation; actions taken by the Organization of Petroleum Exporting Countries (“OPEC”); and the strength of the U.S. dollar in international currency markets. Natural gas prices vary in accordance with North American supply and demand and are also affected by imports and exports of NGL. Weather also has a significant impact on demand for natural gas since it is a primary heating source in the United States.

 

ITEM 1A.Risk Factors

 

Not required under Regulation S-K, Item 301 for smaller reporting companies.

 

ITEM 1B.Unresolved Staff Comments

 

None.

 

4 

 

ITEM 2.Properties

 

Property Interests

 

The Registrant’s properties consist primarily of interests in properties on which oil and natural gas wells are located. Such property interests are often subject to landowner royalties, overriding royalties and other oil and natural gas leasehold interests.

 

Fractional working interests in developmental oil and natural gas prospects, located primarily in the Anadarko Basin of Western Oklahoma, the Texas Panhandle, and the Permian Basin of New Mexico and West Texas, were acquired by the Registrant, resulting in the Registrant’s participation in the drilling of oil and natural gas wells. At December 31, 2020, the Registrant owned working interests in 98 producing wells. The Registrant had no drilling activity for the years ended December 31, 2020 and 2019. Additional capital costs incurred, if any, were due to maintenance of current wells.

 

Third Party Review of Reserves Estimate

 

The reserves estimate shown herein has been independently evaluated by Forrest A. Garb & Associates, Inc. Their reserves estimate is filed with this report as Exhibit 99.1. The qualifications of William Donald Harris III, P.E., the technical person primarily responsible for overseeing his firm’s preparation of the Partnership’s reserve estimates are set forth below.

 

  • Over 30 years of practical experience in petroleum engineering
  • Registered professional engineer in the state of Texas
  • Bachelor of Science Degree in Petroleum Engineering
  • Master of Business Administration

Internal Controls Over Reserves Estimate

MD, the Registrant’s managing general partner, maintains internal controls such as the following to ensure the reliability of reserves estimation:

 

  • No employee’s compensation is tied to the amount of reserves booked.
  • Comprehensive Securities and Exchange Commission (“SEC”) compliant internal policies are followed to determine and report proved reserves.
  • Reserves estimate is made by experienced reservoir engineers or under their direct supervision.
  • The reservoir engineers review all the Partnership’s reported proved reserves at the close of each quarter.

5 

 

ITEM 3.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 4.Mine Safety Disclosure

 

Not Applicable

 

PART II

 

ITEM 5.Market for Registrant’s Common Equity and Related Stockholder Matters

 

At March 31, 2021, the Registrant had 13,242 outstanding limited partnership interests held of record by 1,754 subscribers. There is no established public or organized trading market for the partner interests.

 

Revenues which, in the sole judgment of the managing general partner, are not required to meet the Registrant’s obligations will be distributed to the partners at least quarterly in accordance with the Registrant’s Partnership Agreement. Distributions made to partners and state tax payments for the benefit of investor partners during the years ended December 31, 2020 and 2019 were $259,595 and $1,941,444, respectively. Since inception, the Partnership has made distributions of $73,264,437, inclusive of state tax payments.

 

ITEM 6.Selected Financial Data

 

Not required under Regulation S-K, Item 301 for smaller reporting companies.

 

ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

General

 

The Registrant was formed to engage primarily in the business of drilling development wells, to produce and market crude oil and natural gas produced from such properties, to distribute any net proceeds from operations to the general and limited partners and to the extent necessary, acquire leases which contain drilling prospects. The economic life of the Registrant depends on the period over which the Registrant’s oil and natural gas reserves are economically recoverable.

 

Current Price Environment

 

Oil, natural gas and natural gas liquids prices are determined by many factors outside of the Partnership’s control. Historically, world-wide oil and natural gas prices and markets have been subject to significant change and may continue to be in the future. Global macroeconomic factors contributing to uncertainty within the industry include real or perceived geopolitical risks in oil-producing regions of the world, particularly the Middle East; forecasted levels of global economic growth combined with forecasted global supply; supply levels of oil and natural gas due to exploration and development activities in the United States; global health issues, such as the strain of coronavirus (“COVID-19”) and the development of the vaccine to counteract it; environmental and climate change regulation; actions taken by OPEC; and the strength of the U.S. dollar in international currency markets.

 

6 

 

Results of Operations

 

Year ended December 31, 2020 compared to the year ended December 31, 2019:

 

   Year Ended December 31,
   2020  2019
Oil sales  $546,220   $1,061,365 
Barrels produced   14,357    19,858 
Average price/bbl  $38.05   $53.45 
           
Gas sales  $358,613   $544,904 
Mcf produced   213,006    236,159 
Average price/mcf  $1.68   $2.31 

 

Oil and natural gas revenues. As shown in the above table, total oil and natural gas sales decreased by $701,436, a 43.7 % decrease, for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

 

Of this decrease, $305,856 and $147,311 were due to decreases in the average prices of oil and natural gas sold, respectively. The average prices fell to $38.05 from $53.45 per barrel (bbl) of oil and to $1.68 from $2.31 per thousand cubic feet (mcf) of natural gas for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

 

Also contributing to the decrease were $209,289 and $38,980 due to lower volumes of oil and natural gas sold, respectively. The volumes sold fell by 5,501 bbls of oil and 23,153 mcf of natural gas for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

 

Lease operations. Lease operating expense during the year ended December 31, 2020 decreased to $598,260 from $743,098 for the year ended December 31, 2019 due to fewer well repairs and workovers.

 

Production taxes. Production taxes during the year ended December 31, 2020 decreased to $60,278 from $100,640 for the year ended December 31, 2019. This was due to lower overall oil and natural gas revenue for the year ended December 31, 2020.

 

Administrative and general expense. Administrative and general expense for the year ended December 31, 2020 fell to $100,548 from $110,345 for the year ended December 31, 2019. This was due to the lower total administrative expenses allocable to the Partnership.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the year ended December 31, 2020 decreased to $209,244 from $263,974 for the year ended December 31, 2019. This was due to the overall decrease in oil and natural gas production.

 

Cost ceiling write-downs. There were cost ceiling write-downs totaling $1,505,164 during the year ended December 31, 2020 due to the declines in the prices of oil and natural gas. There were no cost ceiling write-downs during the year ended December 31, 2019.

 

7 

 

Liquidity and Capital Resources

 

Cash increased by $1,028 during the year ended December 31, 2020. Cash flows from operating activities and proceeds from asset sales were utilized primarily for cash distributions to partners. All wells for which funds have been committed have been drilled; the Partnership has no planned drilling activity in the future. Any incidental future capital expenditures incurred will be paid with current available cash and revenues generated through oil and natural gas sales. Revenues which, in the sole judgment of the managing general partner, are not required to meet the Registrant’s obligations will be distributed to the partners at least quarterly in accordance with the Registrant’s Partnership Agreement.

 

In March 2020, COVID-19 was declared a global pandemic and, as a result, consumer demand of oil decreased due to governments putting in place new travel restrictions to try to curtail the spread of the coronavirus. This led to a substantial decrease in oil prices and an increasingly volatile market. However, during November and December of 2020 oil prices began to increase, largely as a result of optimism over the possible rollout of multiple COVID-19 vaccines buoying the market.

 

Declines in oil and natural gas prices affect the Partnership’s revenues and reduce the amount of oil and natural gas that the Partnership can produce economically. There were temporary production shut-ins of certain of the Partnership’s non-operated oil and natural gas properties during the six months ended June 30, 2020 due to declines in oil and natural gas prices. During the three months ended September 30, 2020 the shut-in wells resumed normal production, and normal production continued throughout the year ended December 31, 2020. The Partnership has no planned drilling activity. If oil or natural gas prices remain depressed or decline, the Partnership may be required to record oil and natural gas property write-downs and its liquidity may be strained. Management is actively monitoring the global situation and the impact on the Partnership’s financial condition, liquidity, operations, industry, and workforce. Although the Partnership cannot estimate the length or gravity of the impacts of these events at this time, if the pandemic and/or decreased oil prices continue, they will have a material adverse effect on the Partnership’s results of future operations, financial position, liquidity, and partner distributions.

 

Future capital requirements and operations will be conducted with available funds generated from oil and natural gas activities. No bank borrowing is anticipated. The Partnership had net working capital of $57,513 at December 31, 2020. During the current economic downturn, if future lease operating expenses and production taxes are in excess of total revenues from the sale of crude oil and natural gas, the Partnership will be carried by the operator.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant estimates inherent in the Registrant’s financial statements include the estimate of oil and natural gas reserves and future abandonment costs. Changes in oil and natural gas prices and the changes in production estimates could have a significant effect on reserve estimates. The reserve estimates directly impact the computation of depreciation, depletion, and amortization, asset retirement obligation, and the ceiling test for the Registrant’s oil and natural gas properties.

 

All financing activities of the Registrant are reported in the financial statements. The Registrant does not engage in any off-balance sheet financing arrangements. Additionally, the Registrant has no contractual obligations but has a financial obligation to plug and abandon non-producing properties as discussed below.

 

8 

 

Full Cost Method of Accounting

 

The Partnership follows the full-cost method of accounting for its oil and natural gas activities. Under the full-cost method, all productive and non-productive costs incurred in the acquisition, exploration and development of oil and natural gas properties are capitalized. Depreciation, depletion and amortization of oil and natural gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and natural gas properties. At December 31, 2020 and 2019, 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 natural 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, adjusted by a pricing differential associated with the particular property 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 $1,505,164 during the year ended December 31, 2020. These were due to lower average oil and natural gas prices for the twelve months preceding the write-downs. There were no cost ceiling write-downs during the year ended December 31, 2019. Should oil and natural gas prices remain low, additional cost ceiling write-downs could occur in the future.

 

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 year ended December 31, 2020 and December 31, 2019 is as follows:

 

   2020  2019
Balance, beginning of period  $1,080,825   $1,208,590 
Liabilities reduced due to plugging and abandonments
   and sales of property
   —      (170,705)
Accretion expense   44,764    42,940 
Balance, end of period  $1,125,589   $1,080,825 

9 

 

Organization and Related Party Transactions

 

The Partnership was organized on February 26, 2009 in accordance with the laws of the state of Delaware. MD, a Delaware Corporation, has been appointed as the Registrant’s managing general partner. MD has no significant equity interest in the Registrant. MOC is operator of oil and natural 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 well owners of the well for which the costs were incurred. The Partnership will receive its portion of these costs based upon its ownership in each well incurring the costs. These costs are referred to as operator charges and are standard and customary in the oil and natural gas industry. Operator charges include recovery of natural 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. Amounts accrued for and paid to MOC for operator charges totaled $328,090 and $362,022 for the years ended December 31, 2020 and 2019, respectively. 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 0.25% of the capital contributions of limited and general partners. Administrative expenses can only be paid out of funds available for distributions. Under this arrangement, $36,429 and $60,467 were allocated to the Partnership during the years ended December 31, 2020 and 2019, respectively.

 

The Partnership participates in oil and natural gas activities through a Drilling Program Agreement (the “Program”). The Partnership and MD are parties to the Program Agreement. The costs and revenues of the Program are allocated to MD and the Partnership 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.

 

10 

 

ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk

 

Not required under Regulation S-K, Item 305 for smaller reporting companies.

 

ITEM 8.Financial Statements and Supplementary Data

 

The required financial statements of the Registrant are contained in a separate section of this report following the signature attestation. See “Item 15. Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K”.

 

ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

ITEM 9A.Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, MD’s management conducted an evaluation, under the supervision and with the participation of MD’s principal executive officer and principal financial officer, of the Registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, MD’s principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Registrant’s disclosure controls and procedures are effective. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Registrant to disclose material information otherwise required to be set forth in the Registrant’s periodic reports.

 

(b) MD Management’s Annual Report on Internal Control Over Financial Reporting

 

MD’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of MD’s management, including MD’s principal executive officer and principal financial officer, MD conducted an evaluation of the effectiveness of the Partnership’s internal control over financial reporting based on the framework in “Internal Control — Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on MD’s evaluation under the framework in “Internal Control — Integrated Framework”, MD’s management concluded that internal control over financial reporting was effective as of December 31, 2020. This annual report does not include an attestation report of the Registrant’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Registrant’s independent registered public accounting firm pursuant to rules of the SEC that permit the Registrant to provide only management’s report in this annual report. There have been no changes in MD’s internal controls for the quarter ended December 31, 2020 or in other factors which have materially affected or are reasonably likely to materially affect the internal controls over financial reporting.

 

11 

 

PART III

 

ITEM 10.Directors and Executive Officers of the Registrant

 

The Registrant does not have any officers or directors. Under the Registrant’s Partnership Agreement, the Registrant’s managing partner, MD, is granted the exclusive right and full authority to manage, control and administer the Registrant’s business. MD is a wholly owned subsidiary of Mewbourne Holdings, Inc.

 

Set forth below are the names, ages and positions of the directors and executive officers of MD, the Registrant’s managing general partner. Directors of MD are elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified.

  

Name Age as of
December 31, 2020
Position
     
J. Roe Buckley 58 Chairman of the Board and Chief Financial Officer
     
Kenneth S. Waits 60 Chief Executive Officer
     
Dorothy M. Cuenod 60 Assistant Secretary and Director
     
Ruth M. Buckley 59 Assistant Secretary and Director
     
Julie M. Greene 57 Assistant Secretary and Director
     
Donald R. Russell 46 Treasurer and Controller

 

J. Roe Buckley, age 58, joined Mewbourne Holdings, Inc. in July 1990 and serves as Chairman of the Board and Chief Financial Officer of Mewbourne Holdings, Inc., MD and MOC. Mr. Buckley was employed by Mbank Dallas from 1985 to 1990 where he served as a commercial loan officer. He received a Bachelor of Arts in Economics from Sewanee in 1984. Mr. Buckley is married to Ruth M. Buckley. He is also the brother-in-law of Dorothy M. Cuenod and Julie M. Greene.

 

Kenneth S. Waits, age 60, Chief Executive Officer of Mewbourne Holdings, Inc., MD and MOC, has been with MOC since February 1984. He joined the company following his graduation from the University of Oklahoma where he received a Bachelor of Science in Petroleum Engineering in December 1983. He currently manages all MOC’s exploration efforts. He has also served as Exploration Manager for Western Oklahoma. Previously at MOC, he held positions in Operations and in Reservoir/Evaluations.

 

12 

 

Dorothy M. Cuenod, age 60, received a Bachelor of Arts degree in Art History from The University of Texas and a Master of Business Administration Degree from Southern Methodist University. Since 1984 she has served as a Director and Assistant Secretary of both MD and MOC. Ms. Cuenod is the sister of Ruth M. Buckley and Julie M. Greene. She is also the sister-in-law of J. Roe Buckley.

 

Ruth M. Buckley, age 59, received a Bachelor of Science Degree in both Engineering and Geology from Vanderbilt University. Since 1987 she has served as a Director and Assistant Secretary of both MD and MOC. Ms. Buckley is the sister of Dorothy M. Cuenod and Julie M. Greene. She is also the wife of J. Roe Buckley.

 

Julie M. Greene, age 57, received a Bachelor of Arts degree in Business Administration from The University of Oklahoma. Since 1988 she has served as a Director and Assistant Secretary of both MD and MOC. Prior to that time she was employed by Rauscher, Pierce, Refsnes, Inc. Ms. Greene is the sister of Dorothy M. Cuenod and Ruth M. Buckley. She is also the sister-in-law of J. Roe Buckley.

 

Donald R. Russell, age 46, has been with MOC since 1997 and serves as Treasurer and Controller of both MD and MOC. He received a Bachelor of Business Administration degree in Accounting from Texas A&M University at Texarkana in 1997.

 

The organizational structure of the Partnership does not provide for an audit committee and therefore the Partnership does not have an audit committee or financial expert serving in such capacity.

 

ITEM 11.Executive Compensation

 

The Registrant does not have any officers or directors. Management of the Registrant is vested in the managing general partner. None of the officers or directors of MD or MOC will receive remuneration directly from the Registrant but will continue to be compensated by their present employers. The Registrant will reimburse MD and MOC and affiliates thereof for certain costs of overhead falling within the definition of Administrative Costs, including without limitation, salaries of the officers and employees of MD and MOC; provided that no portion of the salaries of the directors or of the executive officer of MOC or MD may be reimbursed as Administrative Costs.

 

ITEM 12.Security Ownership of Certain Beneficial Owners and Management

 

(a) Beneficial owners of more than five percent at March 31, 2021

 

Class of Ownership   Name and Address of Beneficial Owner   Amount and Nature of Beneficial Owner   Percent of Limited Partnership Interests
N/A   N/A   N/A   N/A

 

13 

 

(b) Security ownership of management

 

The Registrant does not have any officers or directors. The managing general partner of the Registrant, MD, has the exclusive right to manage and administer the Registrant’s business. Under the Registrant’s Partnership Agreement, limited and general partners holding a majority of the outstanding limited and general partnership interests have the right to take certain actions, including the removal of the managing general partner. The Registrant is not aware of any current arrangement or activity that may lead to such removal.

 

   2020  2019
Audit Fees  $36,409   $30,679 

 

14 

 

 

PART IV

 

ITEM 13.Certain Relationships and Related Transactions

 

Transactions with MD and its affiliates

 

Pursuant to the Registrant’s Partnership Agreement, the Registrant had the following related party transactions with MD and its affiliates for the years ended December 31, 2020 and 2019:

 

   2020  2019
Administrative and general expense and payment of well charges and supervision charges in accordance with standard industry operating agreements  $364,519   $422,489 

 

The Registrant participates in oil and natural gas activities through a drilling Program created by the Program. Pursuant to the Program, MD pays approximately 15% of the Program’s capital expenditures and approximately 25% of its operating and general and administrative expenses. The Registrant pays the remainder of the costs and expenses of the Program. In return, MD is allocated approximately 25% of the Program’s revenues.

 

 

ITEM 14.Principal Accountant Fees and Services

 

The Partnership has retained BDO USA, LLP as its independent registered public accounting firm to perform auditing services. BDO USA, LLP’s fees for the years ended December 31, 2020 and 2019 are set forth below:

 

 

ITEM 15.Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K

 

(a)1.Financial statements

 

The following are filed as part of this annual report:

 

Report of Independent Registered Public Accounting Firm

 

Balance sheets as of December 31, 2020 and 2019

 

Statements of operations for the years ended December 31, 2020 and 2019

 

Statements of changes in partners’ capital for the years ended December 31, 2020 and 2019

 

Statements of cash flows for the years ended December 31, 2020 and 2019

 

Notes to financial statements

 

2.Financial statement schedules

 

Not required for smaller reporting companies

 

15 

 

 

3.Exhibits

 

The exhibits listed on the accompanying index are filed or incorporated by reference as part of this annual report.

 

(b)Reports on Form 8-K

 

None.

 

 

ITEM 16.Form 10-K Summary

 

None.

 

16 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant 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
     
     
  By: /s/ Kenneth S. Waits
    Kenneth S. Waits
    Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

 

/s/ Kenneth S. Waits   Chief Executive Officer March 31, 2021
Kenneth S. Waits      
       
/s/ J. Roe Buckley   Chairman of the Board  
J. Roe Buckley   Chief Financial Officer March 31, 2021
       
/s/ Dorothy M. Cuenod   Director March 31, 2021
Dorothy M. Cuenod      
       
/s/ Ruth M. Buckley   Director March 31, 2021
Ruth M. Buckley      
       
/s/ Julie M. Greene   Director March 31, 2021
Julie M. Greene      

 

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

 

No annual report or proxy material has been sent to the Registrant’s security holders

 

17 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

FINANCIAL STATEMENTS

 

WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

As of and for the years ended December 31, 2020 and 2019

 

18 

 

Report of Independent Registered Public Accounting Firm

To the Partners of Mewbourne Energy Partners 09-A, L.P. and the Board of Directors of Mewbourne Development Corporation

Tyler, Texas

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Mewbourne Energy Partners 09-A, L.P. (the “Partnership”) as of December 31, 2020 and 2019, the related statements of operations, changes in partners’ capital, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 

19 

 

 

Estimated Future Net Cash Flows of Proved Reserves

 

The Partnership’s oil and gas properties, net balance was $1,997,643 as of December 31, 2020, and depreciation, depletion, and amortization (“DD&A”) expense for the year ended December 31, 2020 was $209,244, both of which substantially related to proved oil and natural gas properties. As described in Note 2 to the financial statements, the Partnership follows the full-cost method of accounting for its oil and gas activities. 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 gas prices, adjusted by a pricing differential associated with the particular property 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.

 

We identified the estimated future net cash flows of proved reserves as a critical audit matter. The principal consideration for our determination is that minor changes in the pricing differentials applied to the 12-month first-of-the-month historical averages could have a significant impact on the estimated future net cash flows of proved reserves. Auditing management’s judgment with respect to the pricing differentials involved a high degree of auditor judgment in the design of our audit procedures and the evaluation of the audit evidence obtained.

 

The primary procedures we performed to address this critical audit matter included:

 

Testing the completeness and accuracy of underlying data related to pricing differentials by obtaining the data utilized by Management and agreeing the data to general ledger activity.
Performing well-level differential testing by recalculating the differential for a sample of wells and comparing the recalculated differential to the well-level differential used in the estimated future net cash flows in the reserve report.
Evaluating evidence obtained in other areas of the audit and identifying whether contradictory evidence existed that would impact the pricing differentials.

 

 

/s/ BDO USA, LLP

 

We have served as the Partnership’s auditor since 2009.

 

Dallas, Texas

March 31, 2021

 

20 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

BALANCE SHEETS

 

   December 31, 2020  December 31, 2019
ASSETS      
       
Cash  $2,706   $1,678 
Accounts receivable, affiliate   180,387    267,307 
Prepaid state taxes   1,781    880 
 Total current assets   184,874    269,865 
           
Oil and gas properties at cost, full-cost method   63,813,475    63,786,044 
Less accumulated depreciation, depletion, amortization
and cost ceiling write-downs
   (61,815,832)   (60,101,424)
    1,997,643    3,684,620 
           
Total assets  $2,182,517   $3,954,485 
           
LIABILITIES AND PARTNERS’ CAPITAL          
           
Accounts payable, affiliate  $127,361   $71,073 
Total current liabilities   127,361    71,073 
           
Asset retirement obligation   1,125,589    1,080,825 
Total liabilities   1,252,950    1,151,898 
           
Partners’ capital   929,567    2,802,587 
           
Total liabilities and partners’ capital  $2,182,517   $3,954,485 

 

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

21 

 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

STATEMENTS OF OPERATIONS

 

   For the Years Ended
December 31,
   2020  2019
Revenues:      
Oil sales  $546,220   $1,061,365 
Gas sales   358,613    544,904 
Total revenues   904,833    1,606,269 
           
Expenses:          
Lease operating expense   598,260    743,098 
Production taxes   60,278    100,640 
Administrative and general expense   100,548    110,345 
Depreciation, depletion, and amortization   209,244    263,974 
Cost ceiling write-down   1,505,164    —   
Asset retirement obligation accretion   44,764    42,940 
Total expenses   2,518,258    1,260,997 
           
Net (loss) income  $(1,613,425)  $345,272 

 

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

22 

 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

For the years ended December 31, 2020 and 2019

 

    

Partners’

Capital

 
      
Balance at December 31, 2018  $4,398,759 
      
Cash distributions   (1,941,444)
Net income   345,272 
      
Balance at December 31, 2019   2,802,587 
      
Cash distributions   (259,595)
Net loss   (1,613,425)
      
Balance at December 31, 2020  $929,567 

 

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

23 

 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

STATEMENTS OF CASH FLOWS

 

   For the Years Ended
   December 31,
   2020  2019
Cash flows from operating activities:      
Net (loss) income  $(1,613,425)  $345,272 
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
          
Depreciation, depletion, and amortization   209,244    263,974 
Cost ceiling write-down   1,505,164    —   
Asset retirement obligation accretion   44,764    42,940 
Plugging and abandonment cost paid from asset
      retirement obligation
   —      (3,320)
Changes in operating assets and liabilities:          
Accounts receivable, affiliate   86,920    44,933 
Prepaid state taxes   (901)   2,942 
Accounts payable, affiliate   53,742    (4,103)
Net cash provided by operating activities   285,508    692,638 
           
Cash flows from investing activities:          
Proceeds from sale of oil and gas properties   4,134    1,276,077 
Development of oil and gas properties   (29,019)   (41,178)
Net cash (used in) provided by investing activities   (24,885)   1,234,899 
           
Cash flows from financing activities:          
Cash distributions to partners   (259,595)   (1,941,444)
Net cash used in financing activities   (259,595)   (1,941,444)
           
Net increase (decrease) in cash   1,028    (13,907)
Cash, beginning of period   1,678    15,585 
           
Cash, end of period  $2,706   $1,678 
           
Supplemental Cash Flow Information:          
 Change to net oil & gas properties related to asset retirement
obligation liabilities
  $—     $(167,385)
           
Changes to oil and gas properties included in
     accounts payable, affiliate
  $2,546   $79 

 

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

24 

 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

NOTES TO FINANCIAL STATEMENTS

 

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 natural gas development and production in Texas, Oklahoma, and New Mexico, was organized on February 26, 2009. The offering was part of a private placement pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. During 2011 all general partner equity interests were converted to limited partner equity interests. The managing general partner has no significant equity interest in the Partnership.

The Partnership’s sole business is the development and production of oil and natural gas. A substantial portion of the Partnership’s natural gas production is being sold regionally in the spot market. Due to the highly competitive nature of the spot market, prices are subject to seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon obtaining transportation services provided by pipelines. The prices received for the Partnership’s oil and natural gas are subject to influences such as global consumption and supply trends.

 

2.        Summary of Significant Accounting Policies

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant estimates inherent in the Registrant’s financial statements include the estimate of oil and natural gas reserves and future abandonment costs. Changes in oil and natural gas prices and the changes in production estimates could have a significant effect on reserve estimates. The reserve estimates directly impact the computation of depreciation, depletion, and amortization, asset retirement obligation, and the ceiling test for the Registrant’s oil and natural gas properties.

 

Full Cost Method of Accounting

 

The Partnership follows the full-cost method of accounting for its oil and natural gas activities. Under the full-cost method, all productive and non-productive costs incurred in the acquisition, exploration and development of oil and natural gas properties are capitalized. Depreciation, depletion and amortization of oil and natural gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and natural gas properties. At December 31, 2020 and 2019, 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 natural 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, adjusted by a pricing differential associated with the particular property 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 $1,505,164 during the year ended December 31, 2020. There were no cost ceiling write-downs during the year ended December 31, 2019.

 

25 

 

Cash

 

The Partnership maintains all its cash in one financial institution. At various times throughout the year, the cash amount may be in excess of the amount insured by the Federal Deposit Insurance Corporation.

 

Fair Value of Financial Instruments

 

The FASB has issued guidance on determining the estimated fair value for financial instruments. This disclosure states that the fair value of financial instruments is determined at discrete points in time based on relevant market information. Such estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, accounts receivable, affiliate and accounts payable, affiliate approximates their carrying value due to their short-term nature.

 

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 year ended December 31, 2020 and December 31, 2019 is as follows:

 

   2020  2019
Balance, beginning of period  $1,080,825   $1,208,590 
Liabilities reduced due to plugging and abandonments
   and sales of property
   —      (170,705)
Accretion expense   44,764    42,940 
Balance, end of period  $1,125,589   $1,080,825 

 

Oil and Natural Gas Sales

 

The Partnership’s oil and condensate production is sold and revenue recognized at or near the Partnership’s wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of natural gas applicable to the Partnership’s interest are recorded as revenue when the natural gas is metered and title transferred pursuant to the natural gas sales contracts covering the Partnership’s interest in natural gas reserves.

26 

 

Substantially all the Partnership’s accounts receivable result from oil and natural gas sales by MOC to third parties in the oil and natural gas industry. This concentration of customers may impact the Partnership’s overall credit risk in that these entities may be similarly affected by changes in economic and other conditions. Historically, the Partnership has not experienced significant credit losses on such receivables. No bad debt expense was recorded for the years ended December 31, 2020 or 2019. The Partnership cannot ensure that such losses will not occur in the future.

The Partnership has only non-operated working interests in oil and natural gas wells and receives monthly net revenue checks from the operator of these oil and natural gas wells. Each unit of oil and natural gas is accounted for as a separate performance obligation. It recognizes revenue for oil and condensate when control transfers to the purchaser at a contractually specified delivery point at or near the wellhead at market prices in accordance with the contractual arrangement. Sales of natural gas applicable to the Partnership’s interest are recorded as revenue when the natural gas is metered and control is transferred pursuant to the natural gas sales contracts covering the Partnership’s interest in natural gas reserves.

Disaggregation of Revenue

The Partnership has identified two material revenue streams in its business: oil sales and natural gas sales. Revenue attributable to each of the Partnership’s identified revenue streams is disaggregated in the Statements of Operations.

Principal versus agent

In the case of the non-operating agreements, the operator is responsible for providing the goods due to its contractual obligations with the purchaser. Based on the joint operating and marketing agreement arrangements between the Partnership and operator, the Partnership does not take title to the product prior to the operator’s ultimate sale to a customer. The operator is responsible for fulfilling promises to provide specified goods and remitting proceeds back to the Partnership for the Partnership’s proportionate share of the total product sold. Mewbourne Oil Company (MOC), rather than the Partnership, is primarily responsible for fulfilling promises to provide specified goods. MOC, as the operator, enters into the sales contract with the third-party customers and directs all activities from the wellhead to the delivery point that make the commodity available to the customer; there is no agreement between the Partnership and the customers. In the event a production delay occurs because of, for example, well-equipment failure, MOC is responsible for correcting the issues preventing fulfillment of its promises to deliver product to its customers.

Accounts Receivable, affiliate

Under the Partnership’s joint operating and marketing agreements, the Partnership is entitled to consideration as production occurs at the wellhead and the value of such consideration is an estimate. Final amounts are only determined upon sale by the operator to the ultimate third-party customer, and recorded in “Accounts receivable, affiliate” in its balance sheet.

27 

 

Income Taxes

 

The Partnership is treated as a partnership for income tax purposes and, as a result, income of the Partnership is reported on the tax returns of the partners and no recognition is given to income taxes in the financial statements.

 

The Partnership accounts for uncertainty in income taxes in accordance with applicable accounting guidance and recognizes the effects of those positions only if they are more likely than not of being sustained. As no liability had been recognized as of December 31, 2020 or 2019, the Partnership did not accrue for any interest or penalties.

 

Distributions

 

Revenues which, in the sole judgment of the managing general partner, are not required to meet the Registrant’s obligations will be distributed to the partners at least quarterly in accordance with the Registrant’s Partnership Agreement. Distributions made to partners and state tax payments for the benefit of investor partners during the years ended December 31, 2020 and 2019 were $259,595 and $1,941,444, respectively. Since inception, the Partnership has made distributions of $73,264,437, inclusive of state tax payments.

 

3.       Organization and Related Party Transactions:

 

The Partnership was organized on February 26, 2009 in accordance with the laws of the state of Delaware. MOC is operator of oil and natural 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 well owners of the well for which the costs were incurred. The Partnership will receive its portion of these costs based upon its ownership in each well incurring the costs. These costs are referred to as operator charges and are standard and customary in the oil and natural gas industry. Operator charges include recovery of natural 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. Amounts accrued for and paid to MOC for operator charges totaled $328,090 and $362,022 for the years ended December 31, 2020 and 2019, respectively. 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 0.25% of the capital contributions of limited and general partners. Administrative expenses can only be paid out of funds available for distributions. Under this arrangement, $36,429 and $60,467 were allocated to the Partnership during the years ended December 31, 2020 and 2019, respectively.

 

28 

 

The Partnership participates in oil and natural gas activities through a Drilling Program Agreement (the “Program”). The Partnership and MD are parties to the Program Agreement. The costs and revenues of the Program are allocated to MD and the Partnership 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.

 

4.       COVID-19:

 

In March 2020, COVID-19 was declared a global pandemic and, as a result, consumer demand of oil decreased due to governments putting in place new travel restrictions to try to curtail the spread of the coronavirus. Also, increases in oil production by Russia and OPEC, particularly Saudi Arabia, caused an increase in supply. These led to a substantial decrease in oil prices and an increasingly volatile market. However, during November and December of 2020 oil prices began to increase.

 

Declines in oil and natural gas prices affect the Partnership’s revenues and reduce the amount of oil and natural gas that the Partnership can produce economically. There were temporary production shut-ins of certain of the Partnership’s non-operated oil and natural gas properties during the six months ended June 30, 2020 due to declines in oil and natural gas prices. During the three months ended September 30, 2020 the shut-in wells resumed normal production, and normal production continued throughout the remainder of the year ended December 31, 2020. The Partnership has no planned drilling activity. If oil or natural gas prices decline, the Partnership may be required to record additional oil and natural gas property write-downs and its liquidity may be strained. Management is actively monitoring the global situation and the impact on the Partnership’s financial condition, liquidity, operations, industry, and workforce. Although the Partnership cannot estimate the length or gravity of the impacts of these events at this time, if the pandemic and/or decreased oil prices continue, they will have a material adverse effect on the Partnership’s results of future operations, financial position, liquidity, and partner distributions.

 

29 

 

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

INDEX TO EXHIBITS

 

The following documents are incorporated by reference in response to Item 15(a)3.

 

EXHIBIT
NUMBER
DESCRIPTION
   
3.1 Form of Certificate of Limited Partnership (filed as Exhibit 3.1 to Form 10 and incorporated herein by reference)
   
3.2 Form of Certificate of Amendment of the Certificate of Limited Partnership (filed as Exhibit 3.2 to Form 10 and incorporated herein by reference)
   
4.1 Form of Agreement of Partnership (filed as Exhibit 4.1 to Form 10 and incorporated herein by reference)
   
10.2 Form of Drilling Program Agreement (filed as Exhibit 10.1 to Form 10 and incorporated herein by reference)
   
10.4 Form of Operating Agreement (filed as Exhibit 10.2 to Form 10 and incorporated herein by reference)
   
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
   
99.1 Report of Forrest A. Garb & Associates, Inc.
   
101 The following materials from the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, (iv) the Statement of Changes in Partners’ Capital and (v) related notes.

 

 

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