American Energy Capital Partners - Energy Recovery Program 10-Q 20 Jun 14 2014 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	Jun. 18, 2014
Document and Entity Information [Abstract]	'	'
Entity Registrant Name	'American Energy Capital Partners, LP	'
Entity Central Index Key	'0001591834	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Smaller Reporting Company	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q1	'
Amendment Flag	'false	'
Entity Common Stock, Shares Outstanding	'	111,110

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Dec. 31, 2013
ASSETS	'	'
Cash	$103,920	$209,469
Deferred offering costs	1,029,295	561,952
Total assets	1,133,215	771,421
LIABILITIES AND PARTNERS' DEFICIT	'	'
Accounts payable and accrued expenses	378,739	252,117
Due to affiliate	857,181	621,825
Total liabilities	1,235,920	873,942
Commitments and contingencies (Note 5)	'	'
Partners' deficit	-102,705	-102,521
Total liabilities and partners' deficit	$1,133,215	$771,421

CONSOLIDATED_STATEMENT_OF_OPER

CONSOLIDATED STATEMENT OF OPERATIONS (USD $)	3 Months Ended
	Mar. 31, 2014
Income	$0
Expenses	'
Bank fees	184
Total expenses	-184
Net loss	($184)

CONSOLIDATED_STATEMENT_OF_PART

CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (USD $)	Total	Partners' Deficit
Beginning Balance at Dec. 31, 2013	($102,521)	($102,521)
Increase (Decrease) in Stockholders' Equity [Roll Forward]	'	'
Net loss	-184	-184
Ending Balance at Mar. 31, 2014	($102,705)	($102,705)

CONSOLIDATED_STATEMENT_OF_CASH

CONSOLIDATED STATEMENT OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2014
Cash flows from operating activities:	'
Net loss	($184)
Net cash used in operating activities:	-184
Cash flows from financing activities:	'
Payment of equity offering costs	-105,365
Net cash used in financing activities	-105,365
Net change in cash	-105,549
Cash and cash equivalents, beginning of period	209,469
Cash and cash equivalents, end of period	103,920
Supplemental disclosures on non-cash financing activities:	'
Deferred offering costs in accounts payable and accrued expenses	126,622
Deferred offering costs in due to affiliate	$235,356

Organization_and_Proposed_Busi

Organization and Proposed Business Operations	3 Months Ended
	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Organization and Proposed Business Operations	'
	Organization and Proposed Business Operations
	American Energy Capital Partners, LP and its consolidated subsidiary, AECP Operating Company, LLC (together, the “Partnership”), were both formed in Delaware on October 30, 2013. The general partner is American Energy Capital Partners GP, LLC (the “General Partner”), which was formed in Delaware on October 30, 2013 and is wholly owned by AR Capital Energy Holdings, LLC (the "Sponsor"). The Sponsor is under common ownership with AR Capital, LLC. As of March 31, 2014, the Partnership was wholly owned by the General Partner and American Energy Capital Limited Partner, LLC, an entity wholly owned by the General Partner. Further as of March 31, 2014, American Energy Capital Limited Partner, LLC is the only limited partner as the offering had not commenced or been declared effective by the U.S. Securities and Exchange Commission (the “SEC”).
	The Partnership intends to offer for sale a maximum of 100.0 million common units representing limited partnership interests ("Common Units") at a per unit price of $20.00 on a “reasonable best efforts” basis, pursuant to a registration statement on Form S-1 (File No. 333-192852) (the “Offering”) filed with the SEC under the Securities Act of 1933, as amended (the "Securities Act").
	The Partnership will have no officers, directors or employees. Instead, the General Partner will manage the day-to-day affairs of the Partnership. All decisions regarding the management of the Partnership will be made by the board of directors of the General Partner and its officers. The Partnership will enter into a management services agreement (the “Management Agreement”) with AECP Management, LLC (the “Manager”). The General Partner will have full authority to direct the activities of the Manager under the Management Agreement. The Manager will provide the Partnership with management and operating services regarding substantially all aspects of operations. Realty Capital Securities, LLC (the "Dealer Manger"), an affiliate of the Sponsor, serves as the dealer manger of the Offering.
	The Partnership was formed to acquire, develop, operate, produce and sell working and other interests in producing and non-producing oil and gas properties located onshore in the United States. The Partnership will seek to acquire working interests, leasehold interests, royalty interests, overriding royalty interests, production payments and other interests in producing and non-producing oil and gas properties.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]	'
Summary of Significant Accounting Policies	'
	Summary of Significant Accounting Policies
	Basis of Accounting and Presentation
	The accompanying consolidated financial statements of the Partnership included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results for the entire year or any subsequent interim period.
	These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2013, which are included in the Partnership's registration statement on Form S-1 (File No. 333-192852) filed with the SEC on March 13, 2014.
	Use of Estimates
	The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, 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 materially from those estimates.
	Cash
	Cash includes cash in bank accounts. The Partnership deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit.
	Organizational Costs
	Organizational costs may include accounting, legal and regulatory fees incurred related to the formation of the Partnership. Organizational costs are expensed as incurred.
	Offering and Related Costs
	Offering costs may represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the sale of the Partnership’s Common Units. These costs are capitalized as deferred offering costs on the Consolidated Balance Sheets and reclassified to partners’ equity when the Offering becomes effective.
	Taxes
	The Partnership is a disregarded entity for tax purposes. The Partnership will pay no taxes but rather the activities of the Partnership will pass through to and be reflected on the tax returns of the partners.

Manager_and_the_Management_Agr

Manager and the Management Agreement	3 Months Ended
	Mar. 31, 2014
Related Party Transactions [Abstract]	'
Manager and the Management Agreement	'
	Manager and the Management Agreement
	The Partnership will enter into the Management Agreement with the Manager to provide the Partnership with management and operating services regarding substantially all aspects of operations. All services provided by the Manager will be under and subject to the supervision of the General Partner.
	Under the Management Agreement, the Manager will provide management and other services to the Partnership, including the following:
	•	identifying onshore producing and non-producing oil and gas properties that the Partnership may consider acquiring, and assisting the Partnership in evaluating, contracting for and acquiring these properties and managing the development of these properties;
	•	investigating and evaluating financing alternatives for any property acquisition and the ownership, development and operations of assets, and any refinancing;
	•	operating, or causing one of its affiliates to operate, on the Partnership’s behalf, any properties in which the Partnership’s interest in the property is sufficient to appoint the operator;
	•	overseeing the operations on properties operated by persons other than the Manager, including recommending whether the Partnership should participate in the development of such properties by the operators of the properties;
	•	arranging for the marketing, transportation, storage and sale of all natural gas, natural gas liquids and oil produced from properties and procuring all supplies, materials and equipment needed in order to perform lease operations;
	•	taking any actions requested by the Partnership to prepare and arrange for all or any portion of the Partnership’s assets to be sold or otherwise disposed of or liquidated; and
	•	establishing cash management and risk management, including hedging, programs for the Partnership, receiving the revenues from the sale of production from properties and paying operating expenses and approved capital expenses with respect to properties.
	The Management Agreement provides that the Partnership will direct the services provided under the Management Agreement, and that the Manager will determine the means or method by which those directions are carried out. The Management Agreement further provides that the Manager will conduct the day-to-day operations of the business as provided in budgets that the Manager will prepare and the Partnership will have the right to approve and review on a quarterly basis. The Management Agreement also contains a list of activities in which the Manager will not engage without prior approval of the Partnership.
	Commencing with a payment for the month of the initial closing, and for each month thereafter through the final termination date of the Offering, the Partnership will pay the Manager a monthly management fee equal to an annual rate of 3.5% of the sum of: (i) the capital contributions made by holders of Common Units from the initial closing through the final termination date of the Offering; and (ii) the average outstanding indebtedness of the Partnership during the preceding month for each month through the final termination date of the Offering.
	For each month beginning with the first month following the final termination date of the Offering, the Partnership will pay a monthly management fee equal to an annual rate of 5.0%, which will be paid four-fifths to the Manager and one-fifth to the General Partner, of the sum of: (i) the capital contributions made by holders of Common Units; and (ii) the average outstanding indebtedness during the preceding month.
	The management fee includes the Manager’s general and administrative overhead expenses and the Manager will not receive a separate reimbursement of its general and administrative expenses from any source other than the monthly management fee. However, the Manager will receive reimbursement of its direct expenses paid to third-parties.
	In conjunction with the acquisition cost of producing and non-producing oil and gas properties and in consideration for the services to be performed by the Manager pursuant to its obligations under the Management Agreement in connection with the identification, evaluation and acquisition of oil and gas properties by the Partnership from time to time, the Manager will be entitled to receive an acquisition fee equal to 2% of the contract price (including when paid any carried interest or deferred payment consideration) for each property acquired other than any property acquired by the Partnership from the Manager or any of the Manager's affiliates. The Manager will also be entitled to reimbursements of acquisition expenses up to 1% of the contract price for each property acquired, with the aggregate amount of the acquisition fee and reimbursement of acquisition expenses not to exceed 3% of the contract price for each property acquired.
	When the Manager operates the Partnership’s properties pursuant to a model form operating agreement, it will receive reimbursement at actual cost for all direct expenses incurred by it on behalf of the Partnership, including expenses to gather, transport, process, treat and market the Partnership’s oil and natural gas production; and well supervisory fees at competitive rates for maintaining and operating the wells during drilling and producing operations.
	During the three months ended March 31, 2014, no fees had been incurred by or paid to the Manager under the Management Agreement.

Related_Party_Transactions_and

Related Party Transactions and Arrangements	3 Months Ended
	Mar. 31, 2014
Related Party Transactions [Abstract]	'
Related Party Transactions and Arrangements	'
	Related Party Transactions and Arrangements
	Fees Paid in Connection with the Offering
	Realty Capital Securities, LLC, an entity under common ownership with the General Partner, will be the Dealer Manager. The Dealer Manager will receive fees and compensation in connection with the sale of the Common Units. The Dealer Manager will receive a selling commission of up to 7.0% of the gross proceeds of the Offering. In addition, it is expected that the Dealer Manager will receive up to 3.0% of the gross proceeds of the Offering as a dealer manager fee.
	The General Partner, its affiliates and entities under common ownership with the General Partner receive compensation and reimbursement for services relating to the Offering, including transfer agency services provided by an affiliate of the Dealer Manager.
	The Partnership is responsible for organizational and offering costs from the ongoing Offering, excluding commissions and dealer manager fees, up to a maximum of 1.5% of gross proceeds received from its ongoing Offering of Common Units, measured at the end of the Offering. Organizational and offering costs in excess of the 1.5% cap as of the end of the Offering are the responsibility of the General Partner and the Manager. The General Partner will be allocated two-thirds of this 1.5% reimbursement cap and the Manager will be allocated one-third of such reimbursement cap. As of March 31, 2014, organizational and offering costs exceeded 1.5% of gross proceeds received from the Offering by $1.1 million, due to the ongoing nature of the Offering and the fact that many expenses were paid before the Offering commenced.
	During the three months ended March 31, 2014, $28,081 of related party costs were incurred by the Partnership in connection with the Offering.
	As of March 31, 2014, the Partnership had a due to affiliate comprised of $621,825 to the General Partner, $207,275 to the Manager and $28,081 to other affiliates for costs incurred by the Partnership. As of December 31, 2013, the Partnership had a payable of $621,825 to the General Partner for costs incurred by the Partnership.
	Fees paid in Connection with Operations of the Partnership
	The Partnership will reimburse the General Partner on a monthly basis for its allocable portion of administrative costs and third-party expenses it incurs or payments it makes on behalf of the Partnership. Administrative costs include all customary and routine expenses incurred by the General Partner for the conduct of Partnership administration, including legal, finance, accounting, secretarial, travel, office rent, telephone, data processing and other items of a similar nature. Administrative costs do not include any organization and offering expenses incurred by the General Partner and its affiliates. Administrative costs and other charges for goods and services must be fully supportable as to the necessity thereof and the reasonableness of the amount charged.
	In conjunction with the disposition by the Partnership of its producing and non-producing oil and gas properties and in consideration for the services to be performed by the Manager and the General Partner in connection with the disposition of Partnership properties from time to time, the Manager and the General Partner will receive reimbursement of their respective costs incurred in connection with such activities, plus a fee equal to 1.0% of the contract sales price (including when paid any deferred payment or “earn out” amounts), which will be paid one-half to each of the Manager and the General Partner.
	In conjunction with the financing by the Partnership of its producing and non-producing oil and gas properties and operations (other than the Offering described in the prospectus, but including the Partnership’s initial revolving credit facility) and in consideration for the services to be performed by the General Partner and the Manager in connection therewith, the General Partner and the Manager will receive a financing coordination fee equal to an aggregate of 0.75% of the principal amount of any financing (as the Partnership draws it down if it is not 100% funded in a single closing), which will be paid two-thirds to the Manager and one-third to the General Partner.
	On the initial closing date, the Partnership will issue incentive distribution rights to the General Partner and an affiliate of the Manager ("Holdings"). The incentive distribution rights will be issued 50% to the General Partner and 50% to Holdings.
	Upon a sale of all or substantially all of the properties, the incentive distribution rights will entitle the General Partner and Holdings, as holders of the incentive distribution rights, to receive a one-time incentive performance payment in cash equal to 12.5% each of the aggregate sale price of the properties net of expenses and of the payment of all debts and obligations, minus the excess, if any, of:
	•	$20.00 per outstanding Common Unit (the original purchase price per Common Unit), less
	•	the amount previously distributed after the final termination date of the Offering on the outstanding Common Units.
	The Manager will also be entitled to other fees per the Management Agreement. See Note 3 - Manager and the Management Agreement.
	During the three months ended March 31, 2014, no fees were incurred or paid in connection with the operations of the Partnership.

Commitments_and_Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2014
Commitments and Contingencies Disclosure [Abstract]	'
Commitments and Contingencies	'
	Commitments and Contingencies
	In the ordinary course of business, the General Partner may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Partnership.

Subsequent_Events

Subsequent Events	3 Months Ended
	Mar. 31, 2014
Subsequent Events [Abstract]	'
Subsequent Events	'
	Subsequent Events
	The Partnership has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the accompanying consolidated financial statements except for the following transactions:
	On May 8, 2014, the SEC declared effective the Partnership's Registration Statement on Form S-1 (File No. 333-192852) filed under the Securities Act and the Partnership commenced its Offering on a “reasonable best efforts” basis of up to a maximum of $2.0 billion of Common Units, consisting of up to 100.0 million Common Units.
	On June 16, 2014, the Partnership commenced business operations after raising $2 million of gross proceeds, the amount required for the Partnership to release equity proceeds from escrow.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]	'
Basis of Accounting and Presentation	'
	Basis of Accounting and Presentation
	The accompanying consolidated financial statements of the Partnership included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results for the entire year or any subsequent interim period.
	These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2013, which are included in the Partnership's registration statement on Form S-1 (File No. 333-192852) filed with the SEC on March 13, 2014.
Use of Estimates	'
	Use of Estimates
	The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, 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 materially from those estimates.
Cash	'
	Cash
	Cash includes cash in bank accounts. The Partnership deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit.
Organization Costs	'
	Organizational Costs
	Organizational costs may include accounting, legal and regulatory fees incurred related to the formation of the Partnership. Organizational costs are expensed as incurred.
Offering and Related Costs	'
	Offering and Related Costs
	Offering costs may represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the sale of the Partnership’s Common Units. These costs are capitalized as deferred offering costs on the Consolidated Balance Sheets and reclassified to partners’ equity when the Offering becomes effective.
Taxes	'TaxesThe Partnership is a disregarded entity for tax purposes. The Partnership will pay no taxes but rather the activities of the Partnership will pass through to and be reflected on the tax returns of the partners.

Organization_and_Proposed_Busi1

Organization and Proposed Business Operations (Details) (USD $)	Mar. 31, 2014	Oct. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'	'
Maximum shares available for issuance (in shares)	'	100,000,000
Share price (in dollars per share)	$20	$20

Manager_and_the_Management_Agr1

Manager and the Management Agreement (Details)	3 Months Ended
	Mar. 31, 2014
Manager and General Partner	'
Related Party Transaction [Line Items]	'
Monthly management fee, percentage of capital contributions, and average outstanding debt, before final termination	3.50%
Monthly management fee, percentage of capital contributions, and average outstanding debt, after final termination	5.00%
Manager and General Partner | Paid to General Partner	'
Related Party Transaction [Line Items]	'
Monthly management fee, percentage of capital contributions, and average outstanding debt, after final termination	20.00%
Manager and General Partner | Paid to Manager	'
Related Party Transaction [Line Items]	'
Monthly management fee, percentage of capital contributions, and average outstanding debt, after final termination	80.00%
Manager	'
Related Party Transaction [Line Items]	'
Management agreement acquisition fee as percentage of contract price	2.00%
Management agreement, reimbursement of acquisition expenses as percentage of contract price	1.00%
Management agreement, acquisition and reimbursement fee as percentage of contract price	3.00%

Related_Party_Transactions_and1

Related Party Transactions and Arrangements - Fees Paid in Connection with the Offering (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Related Party Transaction [Line Items]	'	'
Organizational and offering costs, maximum, excluding commissions, and dealer manager fees	1.50%	'
Organizational and offering costs In excess of maximum threshold	$1,100,000	'
Due to affiliate	857,181	621,825
Dealer Manager	'	'
Related Party Transaction [Line Items]	'	'
Related party transaction stock offering sales commission	7.00%	'
Related party transaction stock offering reallowance commission	3.00%	'
Related party expenses	28,081	'
Manager	'	'
Related Party Transaction [Line Items]	'	'
Due to affiliate	207,275	'
General Partner	'	'
Related Party Transaction [Line Items]	'	'
Due to affiliate	$621,825	$621,825
Paid to General Partner | General Partner	'	'
Related Party Transaction [Line Items]	'	'
Organizational and offering costs, maximum, excluding commissions, and dealer manager fees	1.00%	'
Paid to Manager | General Partner	'	'
Related Party Transaction [Line Items]	'	'
Organizational and offering costs, maximum, excluding commissions, and dealer manager fees	0.50%	'

Related_Party_Transactions_and2

Related Party Transactions and Arrangements - Fees paid in Connection with Operations of the Partnership (Details) (USD $)	Mar. 31, 2014	Oct. 30, 2013	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014
			Manager and General Partner	Manager and General Partner	Manager and General Partner	Manager	General Partner
				Paid to Manager	Paid to General Partner
Related Party Transaction [Line Items]	'	'	'	'	'	'	'
Additional reimbursement fee percentage of sales contract price	'	'	1.00%	0.50%	0.50%	'	'
Financing coordination fee if not 100% funded in a single closing	'	'	0.75%	0.50%	0.25%	'	'
Related party incentive distribution percentage upon closing	'	'	'	'	'	50.00%	50.00%
One-time incentive compensation payment, aggregate sales price of properties, net	'	'	'	'	'	12.50%	12.50%
Share price (in dollars per share)	$20	$20	'	'	'	'	'

Subsequent_Events_Details

Subsequent Events (Details) (USD $)	Oct. 30, 2013	Jun. 16, 2016	8-May-14
		Subsequent Event	Subsequent Event
Subsequent Event [Line Items]	'	'	'
Stock available for issuance, initial public offering	'	'	$2,000,000,000
Maximum shares available for issuance (in shares)	100,000,000	'	100,000,000
Proceeds required to break escrow	'	$2,000,000	'