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EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - MEWBOURNE ENERGY PARTNERS 09-A, L.P.dex312.htm
EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - MEWBOURNE ENERGY PARTNERS 09-A, L.P.dex311.htm
EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 - MEWBOURNE ENERGY PARTNERS 09-A, L.P.dex321.htm
EX-32.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 - MEWBOURNE ENERGY PARTNERS 09-A, L.P.dex322.htm
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

    For the quarterly period ended March 31, 2011

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from                          to                         

Commission File No. 000-53959

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

 

Delaware

      

26-4280211

(State or jurisdiction of incorporation or organization)

     (I.R.S. Employer Identification Number)

 

3901 South Broadway, Tyler, Texas

   75701   

(Address of principal executive offices)

   (Zip code)   

 

Registrant’s Telephone Number, including area code:

          (903) 561-2900       

 

Not Applicable

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

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

Yes [X]   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         [X

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

    Yes [  ]  No [X]


Table of Contents

MEWBOURNE ENERGY PARTNERS 09-A, L.P.

INDEX

 

     Page No.  

Part 1 - Financial Information

  

Item 1. Financial Statements

  

  Condensed Balance Sheets -
March 31, 2011 (Unaudited) and December 31, 2010

     3   

  Condensed Statements of Operations (Unaudited) -
For the three months ended March  31, 2011 and 2010

     4   

  Condensed Statements of Cash Flows (Unaudited) -
For the three months ended March  31, 2011 and 2010

     5   

   Condensed Statement of Changes In Partners’ Capital (Unaudited) -
For the three months ended March 31, 2011

     6   

  Notes to Condensed Financial Statements

     7   

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

     9   

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     11   

Item 4. Disclosure Controls and Procedures

     11   

Part II - Other Information

  

Item 1. Legal Proceedings

     12   

Item 6. Exhibits and Reports on Form 8-K

     12   

 

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MEWBOURNE ENERGY PARTNERS 09-A, L.P.

Part I - Financial Information

Item 1. Financial Statements

CONDENSED BALANCE SHEETS

March 31, 2011 and December 31, 2010

 

       March 31, 2011          December 31, 2010    
     (Unaudited)         

ASSETS

     

Cash and cash equivalents

     $     2,944,093           $     2,733,763     

Accounts receivable, affiliate

     5,112,783           7,114,340     
                 

Total current assets

     8,056,876           9,848,103     
                 

Oil and gas properties at cost, full-cost method

     61,299,601           60,441,130     

Less accumulated depreciation, depletion and amortization

     (9,195,354)          (7,020,280)    
                 
     52,104,247           53,420,850     
                 

Total assets

     $ 60,161,123           $ 63,268,953     
                 

LIABILITIES AND PARTNERS’ CAPITAL

     

Accounts payable, affiliate

     $ 1,030,976           $ 1,299,869     
                 

Total current liabilities

     1,030,976           1,299,869     
                 

Asset retirement obligation

     974,343           939,821     

Partners’ capital

     

General partners

     54,580,904           57,277,728     

Limited partners

     3,574,900           3,751,535     
                 

Total partners’ capital

     58,155,804           61,029,263     
                 

Total liabilities and partners’ capital

     $ 60,161,123           $ 63,268,953     
                 

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

 

 

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MEWBOURNE ENERGY PARTNERS 09-A, L.P.

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended March 31, 2011 and 2010

(Unaudited)

 

    

Three Months Ended

March 31,

 
     2011      2010  

Revenues and other income:

     

Oil sales

   $ 5,569,349       $ 1,371,194   

Gas sales

     2,865,700         733,877   

Interest income

     833         572   
                 

Total revenues and other income

     8,435,882         2,105,643   
                 

Expenses:

     

Lease operating expense

     460,018         107,594   

Production taxes

     508,973         131,254   

Administrative and general expense

     395,058         26,121   

Depreciation, depletion, and amortization

     2,175,074         538,720   

Asset retirement obligation accretion

     10,217         2,390   
                 

Total expenses

     3,549,340         806,079   
                 

Net income

   $ 4,886,542       $ 1,299,564   
                 

Allocation of net income

     

General partners

   $ 4,586,161       $ 1,219,678   
                 

Limited partners

   $ 300,381       $ 79,886   
                 

Basic and diluted net income per partner interest

     

(13,242 interests outstanding)

   $ 369.02       $ 98.14   
                 

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

 

 

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MEWBOURNE ENERGY PARTNERS 09-A, L.P.

CONDENSED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2011 and 2010

(Unaudited)

 

     Three Months Ended
March 31,
 
     2011     2010  

Cash flows from operating activities:

    

Net income

   $ 4,886,542      $ 1,299,564   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation, depletion, and amortization

     2,175,074        538,720   

Asset retirement obligation accretion

     10,217        2,390   

Changes in operating assets and liabilities:

    

Accounts receivable, affiliate

     2,001,557        (928,702

Accounts payable, affiliate

     (268,893     3,956,159   
                

Net cash provided by operating activities

     8,804,497        4,868,131   
                

Cash flows from investing activities:

    

Purchase and development of oil and gas properties

     (834,166     (5,580,789
                

Net cash used in investing activities

     (834,166     (5,580,789
                

Cash flows from financing activities:

    

Cash distributions to partners

     (7,760,001     (1,355,000
                

Net cash used in financing activities

     (7,760,001     (1,355,000
                

Net increase (decrease) in cash

     210,330        (2,067,658

Cash, beginning of period

     2,733,763        48,806,858   
                

Cash, end of period

   $ 2,944,093      $ 46,739,200   
                

Supplemental Cash Flow Information:

    

Non-cash changes to oil & gas properties related to asset retirement obligation liabilities

   $ 24,305      $ 182,249   
                

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

 

 

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MEWBOURNE ENERGY PARTNERS 09-A, L.P.

CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

For the three months ended March 31, 2011

(Unaudited)

 

     General
Partners
     Limited
Partners
     Total  

Balance at December 31, 2010

     $ 57,277,728          $ 3,751,535          $ 61,029,263    

Cash distributions

     (7,282,985)         (477,016)         (7,760,001)   

Net income

     4,586,161          300,381          4,886,542    
                          

Balance at March 31, 2011

     $     54,580,904          $     3,574,900          $     58,155,804    
                          

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

 

 

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MEWBOURNE ENERGY PARTNERS 09-A, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

1.

    Description of Business

Mewbourne Energy Partners 09-A, L.P., (the “Registrant” or the “Partnership”), a Delaware limited partnership engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, was organized on February 26, 2009. The offering of limited and general partner interests began May 1, 2009 as a part of a private placement pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder, and concluded August 28, 2009, with total investor contributions of $66,210,000 originally being sold to accredited investors of which $62,140,000 were sold to accredited investors as general partner interests and $4,070,000 were sold to accredited investors as limited partner interests. 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 2010, which contains a summary of significant accounting policies followed by the Partnership in the preparation of its financial statements. These policies are also followed in preparing the quarterly report included herein.

In the opinion of management, the accompanying unaudited financial statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position, results of operations, cash flows and partners’ capital for the periods presented. The results of operations for the interim periods are not necessarily indicative of the final results expected for the full year.

 

3.

    Accounting for Oil and Gas Producing Activities

The Partnership follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and non-productive costs incurred in the acquisition, exploration and development of oil and gas properties are capitalized. Depreciation, depletion and amortization of oil and gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and gas properties. At March 31, 2011 all capitalized costs were subject to amortization, while at March 31, 2010, approximately $4.5 million of development in progress capitalized costs were excluded from amortization. Proceeds from the sale or other disposition of properties are credited to the full cost pool. Gains and losses on the sale or other disposition of properties are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and the proved oil and gas reserves. Capitalized costs are subject to a quarterly ceiling test that limits such costs to the aggregate of the present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties. There was no cost ceiling write-down at March 31, 2011.

 

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4.

    Asset Retirement Obligations

The Partnership has recognized an estimated liability for future plugging and abandonment costs. The estimated liability is 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 ownership interests or well plugging and abandonment costs, or if federal or state regulators enact new well restoration requirements. The Partnership recognizes accretion expense in connection with the discounted liability over the remaining life of the well.

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the three months ended March 31, 2011 and the year ended December 31, 2010 is as follows:

 

     March 31, 2011      December 31, 2010  

Balance, beginning of period

     $ 939,821           $ 69,633     

Liabilities incurred

     24,305           848,289     

Accretion expense

     10,217           21,899     
                 

Balance, end of period

     $                 974,343           $                   939,821     
                 

 

5.

    Related Party Transactions

In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Partnership’s managing general partner. MD has no significant equity interest in the Partnership. Mewbourne Oil Company (“MOC”) is operator of oil and gas properties owned by the Partnership. Mewbourne Holdings, Inc. is the parent of both MD and MOC. Substantially all transactions are with MD and MOC.

In the ordinary course of business, MOC will incur certain costs that will be passed on to owners of the well for which the costs were incurred. The Partnership will receive their portion of these costs based upon their ownership in each well incurring the costs. These costs are referred to as operator charges and are standard and customary in the oil and gas industry. Operator charges include recovery of gas marketing costs, fixed rate overhead, supervision, pumping, and equipment furnished by the operator, some of which will be included in the full cost pool pursuant to Rule 4-10(c)(2) of Regulation S-X. Services and operator charges are billed in accordance with the program and partnership agreements.

In consideration for services rendered by MD in managing the business of the Partnership, the Partnership during each of the initial three years of the Partnership will pay to MD a management fee in the amount equal to .7% of the subscriptions by the investor partners to the Partnership. The Partnership will include the management fee as part of the full cost pool pursuant to 4-10(c)(2) of Regulation S-X.

In general, 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.

 

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The Partnership participates in oil and gas activities through the Program. The Partnership and MD are the parties to the Program, and the costs and revenues are allocated between them as follows:

         Partnership                  MD          

Revenues:

     

Proceeds from disposition of depreciable and depletable properties

     75%         25%   

All other revenues

     75%         25%   

Costs and expenses:

     

Organization and offering costs (1)

     0%         100%   

Lease acquisition costs (1)

     0%         100%   

Tangible and intangible drilling costs (1)

     100%         0%   

Operating costs, reporting and legal expenses, general and administrative expenses and all other costs

     75%         25%   

 

(1)

Pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which should approximate 15% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less than 15% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program’s total capital costs reaches approximately 15%. The Partnership’s financial statements reflect its respective proportionate interest in the Program.

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

Liquidity and Capital Resources

Mewbourne Energy Partners 09-A, L.P. (“the Partnership”) was formed February 26, 2009. The offering of limited and general partnership interests began May 1, 2009 and concluded August 28, 2009, with total investor contributions of $66,210,000.

The Registrant owns fractional working interests in developmental oil and gas prospects, which has resulted in participation in the drilling of oil and gas wells. At March 31, 2011, the Registrant owned working interests in 104 producing wells.

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 $7,025,900 at March 31, 2011.

During the three months ended March 31, 2011, the Partnership made cash distributions to the investor partners in the amount of $7,760,001 as compared to $1,355,000 for the three months ended March 31, 2010. The Partnership expects that cash distributions will continue during 2011 as additional oil and gas revenues are sufficient to produce cash flows from operations.

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.

 

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Results of Operations

For the three months ended March 31, 2011 as compared to the three months ended March 31, 2010:

 

     Three Months Ended March 31,  
               2011                           2010             

Oil sales

    $ 5,569,349        $ 1,371,194   

Barrels produced

     62,039         18,141   

Average price/bbl

    $ 89.77        $ 75.59   

Gas sales

    $ 2,865,700        $ 733,877   

Mcf produced

     461,194         109,966   

Average price/mcf

    $ 6.21        $ 6.67   

Oil and gas revenues. As shown in the above table, total oil and gas sales rose by $6,329,978, a 300.7% increase, for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010.

Of this increase, $3,940,800 and $2,182,409 were due to increases in the volumes of oil and gas sold, respectively. The volumes sold increased by 43,898 bbls and 351,228 mcf for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010 due to the additional number of wells in operation during the three month period ended March 31, 2011.

Also included in the increase was $257,355 due to an increase in the average price of oil sold. The average price rose to $89.77 from $75.59 per for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010.

Those increases were partially offset by a decrease in revenue of $50,586 due to a decrease in the average price of gas sold to $6.21 from $6.67 per mcf for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010

Lease operations. Lease operating expense during the three month period ended March 31, 2011 increased to $460,018 from $107,594 due to the additional number of wells in operation during the three month period ended March 31, 2011 as compared to the three months ended March 31, 2010.

Production taxes. Production taxes during the three month period ended March 31, 2011 increased to $508,973 from $131,254 for the three month period ended March 31, 2010 due to higher oil and gas revenue.

Administrative and general expense. Administrative and general expense for the three month period ended March 31, 2011 increased to $395,058 from $26,121 for the three month period ended March 31, 2010 due to increased administrative expenses allocable to the Partnership and additional reporting and legal costs for the three months ended March 31, 2011.

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended March 31, 2011 increased to $2,175,074 from $538,720 for the three month period ended March 31, 2010. The increase was primarily due to the additional number of producing wells.

 

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Item 3.   Quantitative and Qualitative Disclosures about Market Risk

 

1.

    Interest Rate Risk

The Partnership Agreement allows borrowings from banks or other financial sources of up to 20% of the total capital contributions to the Partnership without investor approval. Should the Partnership elect to borrow monies for additional development activity on Partnership properties, it will be subject to the interest rate risk inherent in borrowing activities. Changes in interest rates could significantly affect the Partnership’s results of operations and the amount of net cash flow available for partner distributions. Also, to the extent that changes in interest rates affect general economic conditions, the Partnership will be affected by such changes.

 

2.

    Commodity Price Risk

The Partnership does not expect to engage in commodity futures trading or hedging activities or enter into derivative financial instrument transactions for trading or other speculative purposes. The Partnership currently expects to sell a significant amount of its production from successful oil and gas wells on a month-to-month basis at market prices. Accordingly, the Partnership is at risk for the volatility in commodity prices inherent in the oil and gas industry, and the level of commodity prices will have a significant impact on the Partnership’s results of operations. For the three months ended March 31, 2011, a 10% change in the price received for natural gas production would have had an approximate $287,000 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, 2010 annual report on internal control over financial reporting, and for the quarter ended March 31, 2011, 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.

 

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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.

    
  (b)        Reports on Form 8-K     
           

None.

    

 

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SIGNATURES

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

 

       

Mewbourne Energy Partners 09-A, L.P.

   

By:

 

Mewbourne Development Corporation

     

Managing General Partner

 

Date:             May 16, 2011

 

     
         

By:

 

/s/ Alan Clark

     

Alan Clark, Treasurer and Controller

 

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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.

 

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