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EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - MEWBOURNE ENERGY PARTNERS 08-A LPex32-2.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - MEWBOURNE ENERGY PARTNERS 08-A LPex32-1.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - MEWBOURNE ENERGY PARTNERS 08-A LPex31-2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - MEWBOURNE ENERGY PARTNERS 08-A LPex31-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended March 31, 2017

 

OR

 

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

For the transition period from __________ to __________

 

Commission File No 000-53648

 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

 

Delaware   26-2055065
(State or jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)

 

3901 South Broadway, Tyler, Texas   75701
(Address of principal executive offices)   (Zip code)

 

Registrant’s Telephone Number, including area code:   (903) 561-2900  

 

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

 

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

Yes    No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes ☒  No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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  
  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 if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes    No

 

 
 

 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.
         
INDEX

 

         
Part 1  -  Financial Information Page No.
         
  Item 1.  Financial Statements  
         
    Condensed Balance Sheets  
      March 31, 2017 (Unaudited) and December 31, 2016 3
         
    Condensed Statements of Operations (Unaudited) -  
      For the three months ended March 31, 2017 and 2016 4
         
    Condensed Statement of Changes In Partners’ Capital (Unaudited) -  
      For the three months ended March 31, 2017 5
         
    Condensed Statements of Cash Flows (Unaudited)  
      For the three months ended March 31, 2017 and 2016 6
         
    Notes to Condensed Financial Statements 7
         
  Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations 9
         
  Item 3.  Quantitative and Qualitative Disclosures about Market Risk 11
         
  Item 4.  Disclosure Controls and Procedures 11
         
Part II  -  Other Information  
         
  Item 1.  Legal Proceedings 12
         
  Item 6.  Exhibits and Reports on Form 8-K 12

 

 2 
 

 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.
           
Part I - Financial Information      
           
Item 1.  Financial Statements      
CONDENSED BALANCE SHEETS

 

  March 31, 2017  December 31, 2016
  (Unaudited)   
ASSETS      
       
Cash  $42,124   $25,288 
Accounts receivable, affiliate   486,594    449,777 
Prepaid state taxes   257    193 
 Total current assets   528,975    475,258 
           
Oil and gas properties at cost, full-cost method   69,798,426    69,798,040 
Less accumulated depreciation, depletion, amortization          
and cost ceiling write-downs   (63,704,622)   (63,598,244)
    6,093,804    6,199,796 
Total assets  $6,622,779   $6,675,054 
           
LIABILITIES AND PARTNERS’ CAPITAL          
           
Accounts payable, affiliate  $134,372   $115,022 
Total current liabilities   134,372    115,022 
           
Asset retirement obligation   1,536,420    1,518,996 
           
Partners’ capital   4,951,987    5,041,036 
           
Total liabilities and partners’ capital  $6,622,779   $6,675,054 

 

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

 

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MEWBOURNE ENERGY PARTNERS 08-A, L.P.
           
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

 

  For the
  Three Months Ended
  March 31,
   2017  2016
Revenues:      
Oil sales  $266,731   $186,307 
Gas sales   482,704    318,920 
Total revenues   749,435    505,227 
           
Expenses:          
Lease operating expense   239,113    352,023 
Production taxes   42,824    25,903 
Administrative and general expense   35,425    33,720 
Depreciation, depletion, and amortization   110,701    182,114 
Cost ceiling write-down   —      762,616 
Asset retirement obligation accretion   17,424    16,634 
Total expenses   445,487    1,373,010 
           
Net income (loss)  $303,948   $(867,783)

 

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

 

 4 
 

 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.
     
CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
For the three months ended March 31, 2017
(Unaudited)

 

   Partners’ Capital
    
Balance at December 31, 2016  $5,041,036 
      
Cash distributions   (392,997)
      
Net income   303,948 
      
Balance at March 31, 2017  $4,951,987 

 

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

 

 5 
 

 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.    
     
CONDENSED STATEMENTS OF CASH FLOWS    
(Unaudited)    

 

  Three Months Ended
   March 31,
   2017  2016
Cash flows from operating activities:          
Net income (loss)  $303,948   $(867,783)
Adjustments to reconcile net income (loss) to net cash          
  provided by operating activities:          
Depreciation, depletion, and amortization   110,701    182,114 
Cost ceiling write-down   —      762,616 
Asset retirement obligation accretion   17,424    16,634 
Plugging and abandonment cost paid from asset retirement obligation   (4,323)   (3,019)
Changes in operating assets and liabilities:          
Accounts receivable, affiliate   (36,817)   84,056 
Prepaid state taxes   (64)   (1,101)
Accounts payable, affiliate   19,350    28,595 
Net cash provided by operating activities   410,219    202,112 
           
Cash flows from investing activities:          
Purchase and development of oil and gas properties   (386)   (10,103)
Net cash used in investing activities   (386)   (10,103)
           
Cash flows from financing activities:          
Cash distributions to partners   (392,997)   (250,565)
Net cash used in financing activities   (392,997)   (250,565)
           
Net increase (decrease) in cash   16,836    (58,556)
Cash, beginning of period   25,288    81,303 
           
Cash, end of period  $42,124   $22,747 
           
Supplemental Cash Flow Information:          
Change to net oil & gas properties related to asset retirement          
 obligation liabilities  $—     $(15,715)

 

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

 

 6 
 

MEWBOURNE ENERGY PARTNERS 08-A, L.P.

  

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

1.Description of Business

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

 

2.Summary of Significant Accounting Policies

Reference is hereby made to the Registrant’s Annual Report on Form 10-K for 2016, 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. In preparing these financial statements, the Partnership has evaluated subsequent events for potential recognition and disclosure through the date the financial statements were issued.

 

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, 2017 and 2016, all capitalized costs were subject to amortization. Proceeds from the sale or other disposition of properties are credited to the full cost pool. Gains and losses are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and the proved oil and gas reserves. Capitalized costs are subject to a quarterly ceiling test that limits such costs to the aggregate of the present value of estimated future net cash flows of proved reserves, computed using the 12-month unweighted average of first-day-of-the-month oil and natural gas prices, discounted at 10%, and the lower of cost or fair value of unproved properties. If unamortized costs capitalized exceed the ceiling, the excess is charged to expense in the period the excess occurs. There was a cost ceiling write-down of $762,616 for the three months ended March 31, 2016. There was no cost ceiling write-down for the three months ended March 31, 2017.

 

 7 
 

 

4.Asset Retirement Obligations

The Partnership has recognized an estimated asset retirement obligation liability (“ARO”) for future plugging and abandonment costs. A liability for the estimated fair value of the future plugging and abandonment costs is recorded with a corresponding increase in the full cost pool at the time a new well is drilled. Depreciation expense associated with estimated plugging and abandonment costs is recognized in accordance with the full cost methodology.

 

The Partnership estimates a liability for plugging and abandonment costs based on historical experience and estimated well life. The liability is discounted using the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in well plugging and abandonment costs or well useful lives, or if federal or state regulators enact new well restoration requirements. The Partnership recognizes accretion expense in connection with the discounted liability over the remaining life of the well.

 

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the three months ended March 31, 2017 and the year ended December 31, 2016 is as follows:

 

   2017  2016
Balance, beginning of period  $1,518,996   $1,467,094 
Liabilities reduced due to plugging and abandonments   —      (15,111)
Accretion expense   17,424    67,013 
Balance, end of period  $1,536,420   $1,518,996 

 

5.Related Party Transactions

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

 

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

 

In accordance with the Partnership agreement, during any particular calendar year the total amount of administrative expenses allocated to the Partnership by MOC shall not exceed the greater of (a) 3.5% of the Partnership’s gross revenue from the sale of oil and natural gas production during each year (calculated without any deduction for operating costs or other costs and expenses) or (b) the sum of $50,000 plus .25% of the capital contributions of limited and general partners.

 

 8 
 

 

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

 

      Partnership   MD (1)
Revenues:      
  Proceeds from disposition of depreciable and depletable properties 70%   30%
  All other revenues 70%   30%
Costs and expenses:      
  Organization and offering costs (1) 0%   100%
  Lease acquisition costs (1) 0%   100%
  Tangible and intangible drilling costs (1) 100%   0%
  Operating costs, reporting and legal expenses, general and      
     administrative expenses and all other costs 70%   30%

 

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

 

 

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

 

Liquidity and Capital Resources

 

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

 

Future capital requirements and operations will be conducted with available funds generated from oil and gas activities. No bank borrowing is anticipated. The Partnership had net working capital of $394,603 at March 31, 2017.

 

During the three months ended March 31, 2017, the Partnership made cash distributions to the investor partners (including state tax payments for the benefit of investor partners) in the amount of $392,997 as compared to $250,565 for the three months ended March 31, 2016. Since inception, the Partnership has made distributions of $68,839,604, inclusive of state tax payments.

  

The sale of crude oil and natural gas produced by the Partnership will be affected by a number of factors that are beyond the Partnership's control. These factors include the price of crude oil and natural gas, the fluctuating supply of and demand for these products, competitive fuels, refining, transportation, extensive federal and state regulations governing the production and sale of crude oil and natural gas, and other competitive conditions. It is impossible to predict with any certainty the future effect of these factors on the Partnership.

 

 9 
 

Results of Operations

 

For the three months ended March 31, 2017 as compared to the three months ended March 31, 2016:

 

  Three Months Ended March 31,
   2017  2016
Oil sales  $266,731   $186,307 
Barrels produced   5,552    6,466 
Average price/bbl  $48.04   $28.81 
           
Gas sales  $482,704   $318,920 
Mcf produced   143,928    164,952 
Average price/mcf  $3.35   $1.93 

 

Oil and gas revenues. As shown in the above table, total oil and gas sales increased by $244,208, a 48.3% rise, for the three months ended March 31, 2017 as compared to the three months ended March 31, 2016.

 

Of this increase, $124,335 and $234,294 were due to inclines in the average prices of oil and gas sold, respectively. The average price rose to $48.04 from $28.81 per barrel (bbl) and to $3.35 from $1.93 per thousand cubic feet (mcf) for the three months ended March 31, 2017 as compared to the three months ended March 31, 2016.

 

Partially offsetting these increases were decreases of $43,911 and $70,510 from declines in the volumes of oil and gas sold by 914 bbls and 21,024 mcf.

 

Lease operations. Lease operating expense during the three month period ended March 31, 2017 decreased to $239,113 from $352,023 for the three month period ended March 31, 2016 due to fewer well repairs and workovers and lower pumping expenses and overhead.

 

Production taxes. Production taxes during the three month period ended March 31, 2017 increased to $42,824 from $25,903 for the three month period ended March 31, 2016. This was due to higher overall oil and gas revenue for the three month period ended March 31, 2017.

 

Administrative and general expense. Administrative and general expense for the three month period ended March 31, 2017 rose to $35,425 from $33,720 for the three month period ended March 31, 2016 due to increased administrative expenses allocable to the Partnership and higher reporting and legal costs.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three months ended March 31, 2017 decreased to $110,701 from $182,114 for the three months ended March 31, 2016 due to the prior period cost ceiling write-downs that reduced the balance of the full cost pool subject to amortization.

 

Cost ceiling write-down. There was a cost ceiling write-down of $762,616 for the three months ended March 31, 2016. This was due to lower average oil and gas prices for the twelve months preceding the write-down. There was no cost ceiling write-down for the three months ended March 31, 2017.

 

 10 
 

 

Item 3.Quantitative and Qualitative Disclosures about Market Risk

 

1.Interest Rate Risk

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

 

2.Commodity Price Risk

The Partnership does not expect to engage in commodity futures trading or hedging activities or enter into derivative financial instrument transactions for trading or other speculative purposes.  The Partnership currently expects to sell a significant amount of its production from successful oil and gas wells on a month-to-month basis at market prices. Accordingly, the Partnership is at risk for the volatility in commodity prices inherent in the oil and gas industry, and the level of commodity prices will have a significant impact on the Partnership’s results of operations. For the three months ended March 31, 2017, a 10% change in the price received for oil and gas production would have had an approximate $75,000 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, 2016 annual report on internal control over financial reporting, and for the quarter ended March 31, 2017, there have been no changes in MD’s internal controls or in other factors which have materially affected, or are reasonably likely to materially affect, the internal controls over financial reporting.

 

 11 
 

Part II – Other Information

 

Item 1.Legal Proceedings

 

From time to time, the Registrant may be a party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, the Partnership does not expect these matters to have a material effect on its financial position or results of operations.

 

Item 6.Exhibits and Reports on Form 8-K

 

(a) Exhibits filed herewith.
       
  31.1 Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
     
  31.2 Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
     
  32.1 Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
     
  32.2 Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
     
  101 The following materials from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statement of Changes in Partners’ Capital, (iv) the Condensed Statements of Cash Flows, and (v) related notes.
     
(b) Reports on Form 8-K
     
  None.  
         

 

 12 
 

 

SIGNATURES

 

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

 

 

Mewbourne Energy Partners 08-A, L.P.

   
  By: Mewbourne Development Corporation
    Managing General Partner
     

Date: May 15, 2017

 

   
  By: /s/ Alan Clark
    Alan Clark, Treasurer and Controller
     

 

 13 
 

 

INDEX TO EXHIBITS

 

EXHIBIT

NUMBER

DESCRIPTION
   
31.1 Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
   
31.2 Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
   
32.1 Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
   
32.2 Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
   
101 The following materials from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statement of Changes in Partners’ Capital, (iv) the Condensed Statements of Cash Flows, and (v) related notes.
   

 

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