UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2008
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. 333-131978-01
MEWBOURNE ENERGY PARTNERS 07-A, L.P.
| | |
Delaware | | 20-8481823 |
(State or jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| |
3901 South Broadway, Tyler, Texas | | 75701 |
(Address of principal executive offices) | | (Zip code) |
Registrant’s Telephone Number, including area code: (903) 561-2900
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | |
Large accelerated filer ¨ | | Accelerated filer ¨ | | Non-accelerated filer ¨ | | Smaller reporting company x |
| | | | (Do not check if a smaller reporting company) | | |
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
MEWBOURNE ENERGY PARTNERS 07-A, L.P.
INDEX
| | | | |
| | Page No. |
Part 1 - Financial Information | | |
| | |
Item 1. | | Financial Statements | | |
| | |
| | Condensed Balance Sheets - September 30, 2008 (Unaudited) and December 31, 2007 | | 3 |
| | |
| | Condensed Statements of Operations (Unaudited) - For the three months ended September 30, 2008 and 2007, the nine months ended September 30, 2008 and the period from March 1, 2007 (date of inception) through September 30, 2007 | | 4 |
| | |
| | Condensed Statements of Cash Flows (Unaudited) - For the nine months ended September 30, 2008 and the period from March 1, 2007 (date of inception) through December 31, 2007 | | 5 |
| | |
| | Condensed Statement of Changes In Partners’ Capital (Unaudited) - For the nine months ended September 30, 2008 | | 6 |
| | |
| | Notes to Condensed Financial Statements | | 7 |
| | |
Item 2. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 10 |
| | |
Item 3. | | Quantitative and Qualitative Disclosures about Market Risk | | 13 |
| | |
Item 4. | | Disclosure Controls and Procedures | | 13 |
| |
Part II - Other Information | | |
| | |
Item 1. | | Legal Proceedings | | 14 |
| | |
Item 6. | | Exhibits and Reports on Form 8-K | | 14 |
2
MEWBOURNE ENERGY PARTNERS 07-A, L.P.
Part I - Financial Information
Item 1. | Financial Statements |
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
| | | | | | | | |
| | September 30, 2008 | | | December 31, 2007 | |
| | (Unaudited) | | | | |
ASSETS | | | | | | | | |
Cash and cash equivalents | | $ | 14,888,770 | | | $ | 42,951,823 | |
Accounts receivable, affiliate | | | 7,096,811 | | | | 1,425,301 | |
Accounts receivable, other | | | 11,140 | | | | 200,925 | |
| | | | | | | | |
Total current assets | | | 21,996,721 | | | | 44,578,049 | |
| | | | | | | | |
Prepaid well costs | | | — | | | | 8,959,712 | |
| | | | | | | | |
Oil and gas properties at cost, full-cost method | | | 59,172,774 | | | | 14,358,664 | |
Less accumulated depreciation, depletion, amortization and impairment | | | (14,182,932 | ) | | | (578,512 | ) |
| | | | | | | | |
| | | 44,989,842 | | | | 13,780,152 | |
| | | | | | | | |
Total assets | | $ | 66,986,563 | | | $ | 67,317,913 | |
| | | | | | | | |
LIABILITIES AND PARTNERS’ CAPITAL | | | | | | | | |
Accounts payable, affiliate | | $ | 7,919,868 | | | $ | 991,514 | |
| | | | | | | | |
Total current liabilities | | | 7,919,868 | | | | 991,514 | |
| | | | | | | | |
Asset retirement obligation | | | 305,133 | | | | 56,158 | |
Partners’ capital | | | | | | | | |
General partners | | | 55,160,318 | | | | 62,208,822 | |
Limited partners | | | 3,601,244 | | | | 4,061,419 | |
| | | | | | | | |
Total partners’ capital | | | 58,761,562 | | | | 66,270,241 | |
| | | | | | | | |
Total liabilities and partners’ capital | | $ | 66,986,563 | | | $ | 67,317,913 | |
| | | | | | | | |
The accompanying notes are an integral part of the financial statements.
3
MEWBOURNE ENERGY PARTNERS 07-A, L.P.
CONDENSED STATEMENTS OF OPERATIONS
For the three months ended September 30, 2008 and 2007,
the nine months ended September 30, 2008 and the period
from March 1, 2007 (date of inception) through September 30, 2007
(Unaudited)
| | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended and Period Ended September 30, |
| | 2008 | | | 2007 | | 2008 | | 2007 |
Revenues and other income | | | | | | | | | | | | | |
Oil sales | | $ | 3,627,619 | | | $ | — | | $ | 6,431,857 | | $ | — |
Gas sales | | | 7,083,219 | | | | 34,604 | | | 16,141,305 | | | 34,604 |
Interest income | | | 70,624 | | | | 567,770 | | | 616,140 | | | 567,770 |
| | | | | | | | | | | | | |
Total revenues and other income | | | 10,781,462 | | | | 602,374 | | | 23,189,302 | | | 602,374 |
| | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | |
Lease operating expense | | | 411,177 | | | | 573 | | | 623,822 | | | 573 |
Production taxes | | | 737,505 | | | | 2,571 | | | 1,563,205 | | | 2,571 |
Administrative and general expense | | | 297,420 | | | | — | | | 522,784 | | | — |
Depreciation, depletion, and amortization | | | 2,728,509 | | | | 13,447 | | | 5,526,830 | | | 13,447 |
Cost ceiling write-down | | | 8,077,590 | | | | — | | | 8,077,590 | | | — |
Asset retirement obligation accretion | | | 6,101 | | | | 5 | | | 8,749 | | | 5 |
| | | | | | | | | | | | | |
Total expenses | | | 12,258,302 | | | | 16,596 | | | 16,322,980 | | | 16,596 |
| | | | | | | | | | | | | |
Net income (loss) | | $ | (1,476,840 | ) | | $ | 585,778 | | $ | 6,866,322 | | $ | 585,778 |
| | | | | | | | | | | | | |
Allocation of net income (loss) | | | | | | | | | | | | | |
General partners | | $ | (1,386,330 | ) | | $ | 549,878 | | $ | 6,445,515 | | $ | 549,878 |
| | | | | | | | | | | | | |
Limited partners | | $ | (90,510 | ) | | $ | 35,900 | | $ | 420,807 | | $ | 35,900 |
| | | | | | | | | | | | | |
Basic and diluted net income (loss) per general and limited partner interest (70,000 interests outstanding) | | $ | (21.10 | ) | | $ | 8.37 | | $ | 98.09 | | $ | 8.37 |
| | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
4
MEWBOURNE ENERGY PARTNERS 07-A, L.P.
CONDENSED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2008 and the period
from March 1, 2007 (date of inception) through September 30, 2007
(Unaudited)
| | | | | | | | |
| | Nine Months Ended and Period Ended September 30, | |
| | 2008 | | | 2007 | |
Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 6,866,322 | | | $ | 585,778 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation, depletion, and amortization | | | 5,526,830 | | | | 13,447 | |
Cost ceiling write-down | | | 8,077,590 | | | | — | |
Asset retirement obligation accretion | | | 8,749 | | | | 5 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable, affiliate | | | (5,671,510 | ) | | | (32,033 | ) |
Accounts receivable, other | | | 189,785 | | | | (258,104 | ) |
Accounts payable, affiliate | | | 6,928,354 | | | | 5,012,501 | |
| | | | | | | | |
Net cash provided by operating activities | | | 21,926,120 | | | | 5,321,594 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Purchase and development of oil and gas properties | | | (44,573,884 | ) | | | (5,011,928 | ) |
Prepaid well costs | | | 8,959,712 | | | | — | |
| | | | | | | | |
Net cash used in investing activities | | | (35,614,172 | ) | | | (5,011,928 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Capital contributions from partners, net of sales commissions and due diligence fees of $5,950,000 | | | — | | | | 64,050,000 | |
Cash distributions to partners | | | (14,375,001 | ) | | | — | |
| | | | | | | | |
Net cash provided by (used in) financing activities | | | (14,375,001 | ) | | | 64,050,000 | |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (28,063,053 | ) | | | 64,359,666 | |
Cash and cash equivalents, beginning of period | | | 42,951,823 | | | | — | |
| | | | | | | | |
Cash and cash equivalents, end of period | | $ | 14,888,770 | | | $ | 64,359,666 | |
| | | | | | | | |
Supplemental Cash Flow Information: | | | | | | | | |
Non-cash changes to oil & gas properties related to asset retirement obligation liabilities | | $ | 240,226 | | | $ | 6,206 | |
| | | | | | | | |
The accompanying notes are an integral part of the financial statements.
5
MEWBOURNE ENERGY PARTNERS 07-A, L.P.
CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
For the nine months ended September 30, 2008
(Unaudited)
| | | | | | | | | | | | |
| | General Partners | | | Limited Partners | | | Total | |
Balance at December 31, 2007 | | $ | 62,208,822 | | | $ | 4,061,419 | | | $ | 66,270,241 | |
Cash distributions | | | (13,494,019 | ) | | | (880,982 | ) | | | (14,375,001 | ) |
Net income | | | 6,445,515 | | | | 420,807 | | | | 6,866,322 | |
| | | | | | | | | | | | |
Balance at September 30, 2008 | | $ | 55,160,318 | | | $ | 3,601,244 | | | $ | 58,761,562 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
6
MEWBOURNE ENERGY PARTNERS 07-A, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Reference is hereby made to the Registrant’s Annual Report on Form 10-K for 2007, 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.
We adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” on January 1, 2008. SFAS No. 157 defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. SFAS No. 157 does not expand or require any new fair value measures. However, the application of this statement may change current practice. In February 2008, the FASB decided that an entity need not apply this standard to non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis until 2009. Accordingly, our adoption of this standard in 2008 was limited to financial assets and liabilities. The adoption of SFAS No. 157 did not impact our financial position, results of operations, or cash flows. We are still in the process of evaluating this standard with respect to its effect on non-financial assets and liabilities and therefore have not yet determined the impact that it will have on our financial statements upon full adoption in 2009. Non-financial assets and liabilities for which we have not applied the provisions of SFAS No. 157 include those measured at fair value in impairment testing.
7
2. | Accounting for Oil and Gas Producing Activities |
Mewbourne Energy Partners 07-A, L.P. (the “Registrant” or the “Partnership”), a Delaware limited partnership, is engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, and was organized on March 1, 2007. The offering of limited and general partner interests began May 1, 2007 as a part of a private placement pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder, as a part of the Mewbourne Energy Partners 07 Drilling Program, (the “Program”), and concluded August 13, 2007 with total investor contributions of $70,000,000 originally being sold to accredited investors, of which $65,710,000 were sold to accredited investors as general partner interests and $4,290,000 were sold to accredited investors as limited partner interests. In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware corporation, has been appointed as the Partnership’s managing general partner. MD has no significant equity interest in the Partnership.
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 September 30, 2008, approximately $3.1 million of capitalized costs were excluded from amortization, while at September 30, 2007, approximately $3.0 million of capitalized costs were excluded from amortization. Proceeds from the sale or other disposition of properties are credited to the full cost pool. Gains and losses on the sale or other disposition of properties are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and the proved oil and gas reserves. Capitalized costs are subject to a quarterly ceiling test that limits such costs to the aggregate of the present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties. There was a cost ceiling write-down of $8,077,590 at September 30, 2008. The cost ceiling write-down was caused by low oil and gas prices at September 30, 2008.
3. | Asset Retirement Obligations |
The Partnership has recognized an estimated liability for future plugging and abandonment costs. The estimated liability is based on historical experience and estimated well life. The liability is discounted using the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in well 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 nine months ended September 30, 2008 and the period beginning March 1, 2007 (date of inception) and ended December 31, 2007 is as follows:
| | | | | | | |
| | September 30, 2008 | | | December 31, 2007 |
Balance, beginning of period | | $ | 56,158 | | | $ | — |
Liabilities incurred | | | 241,855 | | | | 55,599 |
Liabilities reduced | | | (1,629 | ) | | | — |
Accretion expense | | | 8,749 | | | | 559 |
| | | | | | | |
Balance, end of period | | $ | 305,133 | | | $ | 56,158 |
| | | | | | | |
8
4. | Related Party Transactions |
In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Partnership’s managing general partner. MD has no significant equity interest in the Partnership. Mewbourne Oil Company (“MOC”) is operator of oil and gas properties owned by the Partnership. Mewbourne Holdings, Inc. is the parent of both MD and MOC. Substantially all transactions are with MD and MOC.
In the ordinary course of business, MOC will incur certain costs that will be passed on to owners of the well for which the costs were incurred. The Partnership will receive their portion of these costs based upon their ownership in each well incurring the costs. These costs are referred to as operator charges and are standard and customary in the oil and gas industry. Operator charges include recovery of gas marketing costs, fixed rate overhead, supervision, pumping, and equipment furnished by the operator. Services and operator charges are billed in accordance with the program and partnership agreements.
In consideration for services rendered by MD in managing the business of the Partnership, the Partnership during each of the initial three years of the Partnership will pay to MD a management fee in the amount equal to .7% of the subscriptions by the investor partners to the Partnership. The Partnership will include the management fee as part of the full cost pool pursuant to Rule 4-10(c)(6)(iii) and (iv) of Regulation S-X.
In general, during any particular calendar year the total amount of administrative expenses allocated to the Partnership by MOC shall not exceed the greater of (a) 3.5% of the Partnership’s gross revenue from the sale of oil and natural gas production during each year (calculated without any deduction for operating costs or other costs and expenses) or (b) the sum of $50,000 plus .25% of the capital contributions of limited and general partners.
The Partnership participates in oil and gas activities through a Drilling Program Agreement (the “Program”). The Partnership and MD are parties to the Program. The costs and revenues of the Program are allocated to MD and the Partnership as follows:
| | | | | | |
| | Partnership | | | MD | |
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.
9
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Liquidity and Capital Resources
Mewbourne Energy Partners 07-A, L.P. (“the Partnership”) was formed March 1, 2007. The offering of limited and general partnership interests began May 1, 2007 and concluded August 13, 2007, with total investor contributions of $70,000,000.
The Partnership has acquired interests in oil and gas prospects for the purpose of development drilling. As of September 30, 2008, the Partnership participated in the drilling of 109 wells, of which 102 wells were drilled and productive, two wells drilled and abandoned, and the remaining five wells were in the process of being drilled.
Future capital requirements and operations will be conducted with available funds generated from oil and gas activities. As of September 30, 2008, the Partnership had accrued $2.0 million for the remaining five wells that are in the process of being drilled. No bank borrowing is anticipated. The Partnership had net working capital of $14,076,853 at September 30, 2008.
During the nine months ended September 30, 2008, the Partnership made cash distributions to the investor partners in the amount of $14,375,001. The Partnership expects that cash distributions will continue during 2008 as additional oil and gas revenues are sufficient to produce cash flows from operations.
The sale of crude oil and natural gas produced by the Partnership will be affected by a number of factors that are beyond the Partnership’s control. These factors include the price of crude oil and natural gas, the fluctuating supply of and demand for these products, competitive fuels, refining, transportation, extensive federal and state regulations governing the production and sale of crude oil and natural gas, and other competitive conditions. It is impossible to predict with any certainty the future effect of these factors on the Partnership.
10
Results of Operations
For the three months ended September 30, 2008 as compared to the three months ended September 30, 2007:
| | | | | | |
| | Three Months Ended September 30, |
| | 2008 | | 2007 |
Oil sales | | $ | 3,627,619 | | $ | — |
Barrels produced | | | 31,519 | | | — |
Average price/bbl | | $ | 115.09 | | $ | — |
Gas sales | | $ | 7,083,219 | | $ | 34,604 |
Mcf produced | | | 836,929 | | | 5,790 |
Average price/mcf | | $ | 8.46 | | $ | 5.98 |
Revenues and other income for the three month period ended September 30, 2008 totaled $10,781,462, and consisted primarily of oil and gas sales of $10,710,838 and interest income of $70,624. Production volumes for the three months ended September 30, 2008 were 31,519 bbls of oil and 836,929 mcf of gas at corresponding average realized prices of $115.09 per bbl of oil and $8.46 per mcf of gas. Expenses totaled $12,258,302 and consisted primarily of lease operating expenses of $411,177, production taxes of $737,505, depreciation, depletion, and amortization of $2,728,509, a cost ceiling write-down of $8,077,590 and administrative and general expenses of $297,420. This resulted in a net loss of $1,476,840 for the three month period ended September 30, 2008. The cost ceiling write-down of $8,077,590 was caused by low oil and gas prices on September 30, 2008.
Revenues and other income for the three month period ended September 30, 2007 totaled $602,374, and consisted of gas sales of $34,604 and interest income of $567,770. As of September 30, 2007, only four wells were drilled and producing. No oil was produced during the three month period ended September 30, 2007 and gas production volume was 5,790 mcf at an average realized price of $5.98. Expenses for this period totaled $16,596, consisting primarily of lease operating expenses of $573, production taxes of $2,571, and depreciation, depletion, and amortization of $13,447, which resulted in net income of $585,778.
11
Results of Operations
For the nine months ended September 30, 2008 as compared to the period beginning March 1, 2007 (date of inception) and ended September 30, 2007:
| | | | | | |
| | Nine Months Ended and Period Ended September 30, |
| | 2008 | | 2007 |
Oil sales | | $ | 6,431,857 | | $ | — |
Barrels produced | | | 56,363 | | | — |
Average price/bbl | | $ | 114.11 | | $ | — |
Gas sales | | $ | 16,141,305 | | $ | 34,604 |
Mcf produced | | | 1,754,433 | | | 5,790 |
Average price/mcf | | $ | 9.20 | | $ | 5.98 |
Revenues and other income for the nine month period ended September 30, 2008 totaled $23,189,302, and consisted primarily of oil and gas sales of $22,573,162 and interest income of $616,140. Production volumes for the nine months ended September 30, 2008 were 56,363 bbls of oil and 1,754,433 mcf of gas at corresponding average realized prices of $114.11 per bbl of oil and $9.20 per mcf of gas. Expenses totaled $16,322,980 and consisted primarily of lease operating expenses of $623,822, production taxes of $1,563,205, depreciation, depletion, and amortization of $5,526,830, a cost ceiling write-down of $8,077,590 and administrative and general expenses of $522,784. This resulted in net income for the nine month period ended September 30, 2008 of $6,866,322. The cost ceiling write-down of $8,077,590 was caused by low oil and gas prices on September 30, 2008.
Revenues and other income for the period beginning March 1, 2007 (date of inception) through September 30, 2007 totaled $602,374, and consisted of gas sales of $34,604 and interest income of $567,770. As of September 30, 2007, only four wells were drilled and producing. No oil was produced during the period beginning March 1, 2007 (date of inception) through September 30, 2007, and gas production volume was 5,790 mcf at an average realized price of $5.98. Expenses for this period totaled $16,596 and consisted primarily of lease operating expenses of $573, production taxes of $2,571, and depreciation, depletion, and amortization of $13,447, which resulted in net income of $585,778. There was no activity from March 1, 2007 (date of inception) through June 30, 2007. Therefore, income and expenses for the period from March 1, 2007 (date of inception) through September 30, 2007 are the same as those for the three month period ended September 30, 2007.
12
Item 3. | Quantitative and Qualitative Disclosures about Market 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.
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 nine months ended September 30, 2008, a 10% change in the price received for natural gas production would have had an approximate $1,614,000 impact on revenue.
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, 2007 annual report on internal control over financial reporting, and for the quarter ended September 30, 2008, 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.
13
Part II – Other Information
None.
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. |
None.
14
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 07-A, L.P. |
| | | | |
| | | | | | By: | | Mewbourne Development Corporation |
| | | | | | Managing General Partner |
| | | |
Date: November 14, 2008 | | | | | | |
| | | |
| | | | By: | | /s/ Alan Clark |
| | | | | | Alan Clark, Treasurer and Controller |
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INDEX TO EXHIBITS
| | |
EXHIBIT NUMBER | | DESCRIPTION |
| |
31.1 | | Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
| |
31.2 | | Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
| |
32.1 | | Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
| |
32.2 | | Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
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