Attached files
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, 2019 |
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 every Interactive Data File required to be submitted 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 such files)
Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
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 | ☐ (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 ☒
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
| 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, with a maximum offering amount of $73,000,000 (14,600 interests). On August 28, 2009, the offering of limited and general partnership interests in the Registrant was closed, with interests aggregating $66,210,000 originally being sold to accredited investors of which $62,140,000 were sold to accredited investors as general partner interests and $4,070,000 were sold to accredited investors as limited partner interests. During 2011 all general partner equity interests were converted to limited partner equity interests.
The Partnership participates in oil and 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 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 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 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 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. Gas will be sold to gas marketers and end users on the spot market. The spot market reflects immediate sales of gas without long-term contractual commitments. The future market condition for gas cannot be predicted with any certainty, and the Registrant may experience delays in marketing gas production and fluctuations in gas prices.
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 gas exploration, development and production industry as a whole. Federal and state regulation of oil and 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.
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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 30, 2020, MOC employed 489 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 gas is not considered subject to seasonal factors although the price received by the Registrant for 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, such as the COVID-19 coronavirus outbreak in early 2020; 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.
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| ITEM 2. | Properties |
Property Interests
The Registrant’s properties consist primarily of interests in properties on which oil and gas wells are located. Such property interests are often subject to landowner royalties, overriding royalties and other oil and gas leasehold interests.
Fractional working interests in developmental oil and 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 gas wells. At December 31, 2019, the Registrant owned working interests in 98 producing wells. The Registrant had no drilling activity for the years ended December 31, 2019 and 2018. 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 25 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.
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| 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 30, 2020, 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, 2019 and 2018 were $1,941,444 and $1,165,832, respectively. Since inception, the Partnership has made distributions of $73,004,842, 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 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 gas reserves are economically recoverable.
Current Price Environment
Oil, natural gas and NGL 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 concerns, such as the COVID-19 coronavirus outbreak in early 2020; environmental and climate change regulation; actions taken by OPEC; and the strength of the U.S. dollar in international currency markets.
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Results of Operations
Year ended December 31, 2019 compared to the year ended December 31, 2018:
| Year Ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| Oil sales | $ | 1,061,365 | $ | 1,376,285 | ||||
| Barrels produced | 19,858 | 23,194 | ||||||
| Average price/bbl | $ | 53.45 | $ | 59.34 | ||||
| Gas sales | $ | 544,904 | $ | 1,022,945 | ||||
| Mcf produced | 236,159 | 290,202 | ||||||
| Average price/mcf | $ | 2.31 | $ | 3.52 | ||||
Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $792,961, a 33.1% decrease, for the year ended December 31, 2019 as compared to the year ended December 31, 2018.
Of this decrease, $136,618 and $353,344 were due to decreases in the average prices of oil and gas sold, respectively. The average prices fell to $53.45 from $59.34 per barrel (bbl) and to $2.31 from $3.52 per thousand cubic feet (mcf) for the year ended December 31, 2019 as compared to the year ended December 31, 2018.
Also contributing to the decrease were $178,302 and $124,697 due to lower volumes of oil and gas sold, respectively. The volumes sold fell by 3,336 bbls and 54,043 mcf for the year ended December 31, 2019 as compared to the year ended December 31, 2018.
Lease operations. Lease operating expense during the year ended December 31, 2019 decreased to $743,101 from $831,717 for the year ended December 31, 2018 due to fewer well repairs and workovers.
Production taxes. Production taxes during the year ended December 31, 2019 decreased to $100,640 from $147,165 for the year ended December 31, 2018. This was due to lower overall oil and gas revenue for the year ended December 31, 2019.
Administrative and general expense. Administrative and general expense for the year ended December 31, 2019 fell to $110,345 from $138,681 for the year ended December 31, 2018. 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, 2019 decreased to $263,974 from $351,662 for the year ended December 31, 2018. This was due to the overall decrease in oil and gas production.
Liquidity and Capital Resources
Cash decreased by $13,907 during the year ended December 31, 2019. 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. Any incidental future capital expenditures incurred will be paid with current available cash and revenues generated through oil and 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.
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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 gas reserves and future abandonment costs. Changes in oil and 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 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.
Full Cost Method of Accounting
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 December 31, 2019 and 2018, 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 gas prices, discounted at 10%, and the lower of cost or fair value of unproved properties. If unamortized costs capitalized exceed the ceiling, the excess is charged to expense in the period the excess occurs. There were no cost ceiling write-downs during the years ended December 31, 2019 and 2018.
Subsequent to December 31, 2019 the price of both oil and gas has continued to fluctuate. Oil prices decreased to $25.78 per barrel on March 19, 2020, down from $61.14 on December 31, 2019, and gas prices decreased to $1.62 per million British Thermal Units (Btu), down from $2.09 on December 31, 2019. These decreases are primarily a result of oil demand concerns due to the economic impacts of the COVID-19 virus and anticipated increases in supply from Russia and OPEC, particularly Saudi Arabia. Oil and natural gas prices are expected to continue to fluctuate during the first part of the year 2020 and potentially beyond. Declines in oil and natural gas prices affect the Partnership’s revenues and partner distributions and could reduce the amount of oil and natural gas that the Partnership can produce economically. The Partnership has no planned drilling activity. If oil or natural gas prices remain depressed or continue to decline, the Partnership will, more likely than not, be required to record oil and gas property write-downs.
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In the first quarter of 2019, the Partnership received $264,000 in sales proceeds from the sale of leasehold to Legacy Reserves, L.P. In the third quarter of 2019, the Partnership received $1,009,554 in sales proceeds from the sale of its interests in oil and gas wells to Summit West Resources L.P. Under the full cost method of accounting, conceptually each property loses its separate identity, and sales and abandonments of properties are generally treated as adjustments of capitalized costs with no gains or losses recognized unless material to reserves or to the rate of depletion. These sales proceeds were recorded as an adjustment to the full cost pool and no gain or loss was recognized.
Recent Accounting Developments
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, “Leases.” ASU 2016-02 requires the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and makes certain changes to the way lease expenses are accounted for. This update is effective for smaller reporting companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This update should be applied using a modified retrospective approach, and early adoption is permitted. In January 2018, the FASB issued ASU 2018-01, which permits an entity to elect an optional transition practical expedient to not evaluate land easements that exist or expire before the Partnership’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. The Partnership will elect the optional transition practical expedient upon adoption with an adjustment to the opening balance of retained earnings in the period of adoption. Comparative periods presented will not be adjusted for the new standard. The Partnership is currently evaluating the new guidance to determine the impact it will have on its financial statements.
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, 2019 and December 31, 2018 is as follows:
| 2019 | 2018 | |||||||
| Balance, beginning of period | $ | 1,208,590 | $ | 1,159,948 | ||||
| Liabilities incurred | — | 502 | ||||||
| Liabilities reduced due to plugging and abandonments and sales of property | (170,705 | ) | — | |||||
| Accretion expense | 42,940 | 48,140 | ||||||
| Balance, end of period | $ | 1,080,825 | $ | 1,208,590 | ||||
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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 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 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. Amounts accrued for and paid to MOC for operator charges totaled $362,022 and $390,153 for the years ended December 31, 2019 and 2018, 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 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. Administrative expenses can only be paid out of funds available for distributions. Under this arrangement, $60,467 and $87,650 were allocated to the Partnership during the years ended December 31, 2019 and 2018, respectively.
The Partnership participates in oil and 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. |
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| 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, 2019. 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, 2019 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 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, 2019 |
Position |
| J. Roe Buckley | 57 | Chairman of the Board and Chief Financial Officer |
| Kenneth S. Waits | 59 | Chief Executive Officer |
| Dorothy M. Cuenod | 59 | Assistant Secretary and Director |
| Ruth M. Buckley | 58 | Assistant Secretary and Director |
| Julie M. Greene | 56 | Assistant Secretary and Director |
| Donald R. Russell | 45 | Treasurer and Controller |
J. Roe Buckley, age 57, 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 59, 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.
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Dorothy M. Cuenod, age 59, 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 58, 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 56, 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 45, 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 30, 2020
| 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 |
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(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.
| 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, 2019 and 2018:
| 2019 | 2018 | |||||||
| Administrative and general expense and payment of well charges and supervision charges in accordance with standard industry operating agreements | $ | 422,489 | $ | 477,803 | ||||
The Registrant participates in oil and 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 their independent registered public accounting firm to perform auditing services. BDO USA, LLP’s fees for the years ended December 31, 2019 and 2018 are set forth below:
| 2019 | 2018 | |||||||
| Audit Fees | $ | 30,679 | $ | 31,021 | ||||
| 14 |
PART IV
| 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, 2019 and 2018
Statements of operations for the years ended December 31, 2019 and 2018
Statements of changes in partners’ capital for the years ended December 31, 2019 and 2018
Statements of cash flows for the years ended December 31, 2019 and 2018
Notes to financial statements
| 2. | Financial statement schedules |
Not required for smaller reporting companies
| 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.
| 15 |
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 30, 2020 | ||
| Kenneth S. Waits | ||||
| /s/ J. Roe Buckley | Chairman of the Board | |||
| J. Roe Buckley | Chief Financial Officer | March 30, 2020 | ||
| /s/ Dorothy M. Cuenod | Director | March 30, 2020 | ||
| Dorothy M. Cuenod | ||||
| /s/ Ruth M. Buckley | Director | March 30, 2020 | ||
| Ruth M. Buckley | ||||
| /s/ Julie M. Greene | Director | March 30, 2020 | ||
| 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.
| 16 |
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, 2019 and 2018
| 17 |
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, 2019 and 2018, 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, 2019 and 2018, 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.
/s/ BDO USA, LLP
We have served as the Partnership’s auditor since 2009.
Dallas, Texas
March 30, 2020
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MEWBOURNE ENERGY PARTNERS 09-A, L.P.
BALANCE SHEETS
| December 31, 2019 | December 31, 2018 | |||||||
| ASSETS | ||||||||
| Cash | $ | 1,678 | $ | 15,585 | ||||
| Accounts receivable, affiliate | 267,307 | 312,240 | ||||||
| Prepaid state taxes | 880 | 3,822 | ||||||
| Total current assets | 269,865 | 331,647 | ||||||
| Oil and gas properties at cost, full-cost method | 63,786,044 | 63,868,120 | ||||||
| Less accumulated depreciation, depletion, amortization | ||||||||
| and cost ceiling write-downs | (60,101,424 | ) | (58,517,321 | ) | ||||
| 3,684,620 | 5,350,799 | |||||||
| Total assets | $ | 3,954,485 | $ | 5,682,446 | ||||
| LIABILITIES AND PARTNERS' CAPITAL | ||||||||
| Accounts payable, affiliate | $ | 71,073 | $ | 75,097 | ||||
| Total current liabilities | 71,073 | 75,097 | ||||||
| Asset retirement obligation | 1,080,825 | 1,208,590 | ||||||
| Total liabilities | 1,151,898 | 1,283,687 | ||||||
| Partners' capital | 2,802,587 | 4,398,759 | ||||||
| Total liabilities and partners' capital | $ | 3,954,485 | $ | 5,682,446 | ||||
The accompanying notes are an integral part of the financial statements.
| 19 |
MEWBOURNE ENERGY PARTNERS 09-A, L.P.
STATEMENTS OF OPERATIONS
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| Revenues: | ||||||||
| Oil sales | $ | 1,061,365 | $ | 1,376,285 | ||||
| Gas sales | 544,904 | 1,022,945 | ||||||
| Total revenues | 1,606,269 | 2,399,230 | ||||||
| Expenses: | ||||||||
| Lease operating expense | 743,098 | 831,717 | ||||||
| Production taxes | 100,640 | 147,165 | ||||||
| Administrative and general expense | 110,345 | 138,681 | ||||||
| Depreciation, depletion, and amortization | 263,974 | 351,662 | ||||||
| Asset retirement obligation accretion | 42,940 | 48,140 | ||||||
| Total expenses | 1,260,997 | 1,517,365 | ||||||
| Net income | $ | 345,272 | $ | 881,865 | ||||
The accompanying notes are an integral part of the financial statements.
| 20 |
MEWBOURNE ENERGY PARTNERS 09-A, L.P.
STATEMENTS
OF CHANGES IN PARTNERS’ CAPITAL
For the years ended December 31, 2019 and 2018
| Partners’ | ||||
| Capital | ||||
| Balance at December 31, 2017 | $ | 4,682,726 | ||
| Cash distributions | (1,165,832 | ) | ||
| Net income | 881,865 | |||
| 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 | ||
The accompanying notes are an integral part of the financial statements.
| 21 |
MEWBOURNE ENERGY PARTNERS 09-A, L.P.
STATEMENTS OF CASH FLOWS
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 345,272 | $ | 881,865 | ||||
| Adjustments to reconcile net income to net cash | ||||||||
| provided by operating activities: | ||||||||
| Depreciation, depletion, and amortization | 263,974 | 351,662 | ||||||
| Asset retirement obligation accretion | 42,940 | 48,140 | ||||||
| Plugging and abandonment cost paid from asset retirement obligation | (3,320 | ) | — | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, affiliate | 44,933 | 101,019 | ||||||
| Prepaid state taxes | 2,942 | (3,198 | ) | |||||
| Accounts payable, affiliate | (4,103 | ) | (44,052 | ) | ||||
| Net cash provided by operating activities | 692,638 | 1,335,436 | ||||||
| Cash flows from investing activities: | ||||||||
| Proceeds from sale of oil and gas properties | 1,276,077 | — | ||||||
| Development of oil and gas properties | (41,178 | ) | (160,540 | ) | ||||
| Net cash provided by (used in) investing activities | 1,234,899 | (160,540 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Cash distributions to partners | (1,941,444 | ) | (1,165,832 | ) | ||||
| Net cash used in financing activities | (1,941,444 | ) | (1,165,832 | ) | ||||
| Net (decrease) increase in cash | (13,907 | ) | 9,064 | |||||
| Cash, beginning of period | 15,585 | 6,521 | ||||||
| Cash, end of period | $ | 1,678 | $ | 15,585 | ||||
| Supplemental Cash Flow Information: | ||||||||
| Change to net oil & gas properties related to asset retirement | ||||||||
| obligation liabilities | $ | (167,385 | ) | $ | 502 | |||
| Changes to oil and gas property additions included in accounts payable, affiliate | $ | 79 | $ | 487 | ||||
The accompanying notes are an integral part of the financial statements.
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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 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 gas. A substantial portion of the Partnership’s 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 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 gas reserves and future abandonment costs. Changes in oil and 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 gas properties.
Full Cost Method of Accounting
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 December 31, 2019 and 2018, 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 gas prices, discounted at 10%, and the lower of cost or fair value of unproved properties. If unamortized costs capitalized exceed the ceiling, the excess is charged to expense in the period the excess occurs. There were no cost ceiling write-downs during the years ended December 31, 2019 and 2018.
Subsequent to December 31, 2019 the price of both oil and gas has continued to fluctuate. Oil prices decreased to $25.78 per barrel on March 19, 2020, down from $61.14 on December 31, 2019, and gas prices decreased to $1.62 per million Btu, down from $2.09 on December 31, 2019. These decreases are primarily a result of oil demand concerns due to the economic impacts of the COVID-19 virus and anticipated increases in supply from Russia and OPEC, particularly Saudi Arabia. Oil and natural gas prices are expected to continue to fluctuate during the first part of the year 2020 and potentially beyond. Declines in oil and natural gas prices affect the Partnership’s revenues and partner distributions and could reduce the amount of oil and natural gas that the Partnership can produce economically. The Partnership has no planned drilling activity. If oil or natural gas prices remain depressed or continue to decline, the Partnership will, more likely than not, be required to record oil and gas property write-downs.
| 23 |
In the first quarter of 2019, the Partnership received $264,000 in sales proceeds from the sale of leasehold interests to Legacy Reserves, L.P. In the third quarter of 2019, the Partnership received $1,009,554 in sales proceeds from the sale of its interests in oil and gas wells to Summit West Resources L.P. Under the full cost method of accounting cash proceeds from sales of oil and gas properties are generally treated as a recovery of cost with no gain or loss recognized unless material to reserves or to the rate of depletion. These sales proceeds were recorded as an adjustment to the full cost pool and no gain or loss was recognized. The plugging and abandonment accretion expense for these wells which had been recorded in prior years, $46,575, also was recorded as an adjustment to the full cost pool under this method of accounting.
Recent Accounting Developments
In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 requires the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and makes certain changes to the way lease expenses are accounted for. This update is effective for smaller reporting companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This update should be applied using a modified retrospective approach, and early adoption is permitted. In January 2018, the FASB issued ASU 2018-01, which permits an entity to elect an optional transition practical expedient to not evaluate land easements that exist or expire before the Partnership’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. The Partnership will elect the optional transition practical expedient upon adoption with an adjustment to the opening balance of retained earnings in the period of adoption. Comparative periods presented will not be adjusted for the new standard. The Partnership is currently evaluating the new guidance to determine the impact it will have on its financial statements.
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.
| 24 |
A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the year ended December 31, 2019 and December 31, 2018 is as follows:
| 2019 | 2018 | |||||||
| Balance, beginning of period | $ | 1,208,590 | $ | 1,159,948 | ||||
| Liabilities incurred | — | 502 | ||||||
| Liabilities reduced due to plugging and abandonments and sales of property | (170,705 | ) | — | |||||
| Accretion expense | 42,940 | 48,140 | ||||||
| Balance, end of period | $ | 1,080,825 | $ | 1,208,590 | ||||
Oil and 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 gas applicable to the Partnership’s interest are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnership’s interest in gas reserves.
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, 2019 or 2018. The Partnership cannot ensure that such losses will not occur in the future.
The Partnership has only non-operated working interests in oil and gas wells and receives monthly net revenue checks from the operator of these oil and gas wells. Each unit of oil and 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 gas applicable to the Partnership’s interest are recorded as revenue when the gas is metered and control is transferred pursuant to the gas sales contracts covering the Partnership’s interest in 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.
| 25 |
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.
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, 2019 or 2018, 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, 2019 and 2018 were $1,941,444 and $1,165,832, respectively. Since inception, the Partnership has made distributions of $73,004,842, 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 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.
| 26 |
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 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. Amounts accrued for and paid to MOC for operator charges totaled $362,022 and $390,153 for the years ended December 31, 2019 and 2018, 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 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. Administrative expenses can only be paid out of funds available for distributions. Under this arrangement, $60,467 and $87,650 were allocated to the Partnership during the years ended December 31, 2019 and 2018, respectively.
The Partnership participates in oil and 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. Subsequent Event
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID-19”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 as a pandemic, based on the rapid increase in exposure globally. In addition, in March 2020, members of OPEC failed to agree on production levels which is expected to cause an increased supply and has led to a substantial decrease in oil prices and an increasingly volatile market.
As discussed in Note 2, subsequent to December 31, 2019 the price of both oil and gas has decreased primarily as a result of oil demand concerns due to the economic impacts of the COVID-19 virus and anticipated increases in supply from Russia and OPEC, particularly Saudi Arabia. Declines in oil and natural gas prices affect the Partnership’s revenues and partner distributions and could reduce the amount of oil and natural gas that the Partnership can produce economically. Additionally, if oil or natural gas prices remain depressed or continue to decline, the Partnership will, more likely than not, be required to record oil and gas property write-downs.
Consumer demand has decreased since the spread of the COVID-19 outbreak and new travel restrictions placed by governments in an effort to curtail the spread of the coronavirus. The full impact of the coronavirus and the decrease in oil prices continue to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that they will have on the Partnership’s financial condition, liquidity and future results of operations. 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 may have a material adverse effect on the Partnership’s results of future operations, financial position, and liquidity in fiscal year 2020.
| 27 |
MEWBOURNE ENERGY PARTNERS 09-A, L.P.
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, 2019 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. |
| 28 |