American Energy Capital Partners - Energy Recovery Program 10-Q 30 Sep 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 31, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	American Energy Capital Partners - Energy Recovery Program, LP
Entity Central Index Key	1,591,834
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		562,287

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Assets, Current [Abstract]
Cash	$ 4,463,890	$ 2,643,155
Deferred affiliated costs	514,118	818,529
Prepaid expenses and other assets	56,833	112,328
Subscription Receivable	5,000	0
Total current assets	5,039,841	3,574,012
CURRENT LIABILITIES:
Due to affiliates	1,109,447	1,673,195
Accounts payable and accrued expenses	425,664	393,476
Management fee payable	112,170	23,860
Distributions payable	50,183	29,598
Total current liabilities	$ 1,697,464	$ 2,120,129
Commitments and contingencies (Note 6)
General Partner Interest	$ (103,501)	$ (103,501)
Limited Partners, 511,170 and 290,414 Common Units issued and outstanding as of June 30, 2015 and December 31, 2014, respectively	3,445,878	1,557,384
Partners' equity	3,342,377	1,453,883
Total liabilities and partners' equity	$ 5,039,841	$ 3,574,012

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Limited units, issued (in shares)	511,170	290,414
Limited units, outstanding (in shares)	511,170	290,414

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
Income		$ 0	$ 0	$ 0	$ 0
Expenses
Advisory fees		152,206	0	304,412	0
Insurance expense		129,500	43,167	259,000	43,167
Management fee expense		76,050	0	128,310	0
Professional fees		29,075	30,000	71,642	30,000
Other expenses		17,046	0	22,549	184
Interest expense		0	473	947	473
Total expenses		403,877	73,640	786,860	73,824
Net income (loss)		(403,877)	(73,640)	(786,860)	(73,824)
Less: General partner interest in net loss		0	0	0	(184)
Limited partners' interest in net loss		$ (403,877)	$ (73,640)	$ (786,860)	$ (73,640)
Net loss per common unit (basic and diluted) (in shares)	[1]	$ (0.85)	$ (0.66)	$ (1.90)	$ (0.66)
Weighted average common units outstanding (basic and diluted) (in dollars per share)		473,470	111,111	414,345	111,111
[1]	Net loss per Common Unit is only calculated for the period subsequent to the initial closing date as no Common Units were outstanding prior to June 16, 2014.

CONSOLIDATED STATEMENTS OF PART

CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY - 6 months ended Jun. 30, 2015 - USD ($)	Total	General PartnerCommon Stock	Limited PartnerCommon Stock
Beginning Balance (in shares) at Dec. 31, 2014			290,414
Beginning Balance at Dec. 31, 2014	$ 1,453,883	$ (103,501)	$ 1,557,384
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Common Units (in shares)			220,756
Issuance of Common Units	4,377,413		$ 4,377,413
Offering costs	(1,455,773)		(1,455,773)
Net loss	(786,860)		(786,860)
Distributions	(246,286)		$ (246,286)
Ending Balance (in shares) at Jun. 30, 2015			511,170
Ending Balance at Jun. 30, 2015	$ 3,342,377	$ (103,501)	$ 3,445,878

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net loss	$ (786,860)	$ (73,824)
Change in assets and liabilities:
Prepaid expenses and other assets	55,495	(60,812)
Deferred affiliated costs	304,411	0
Accounts payable and accrued expenses	8,313	30,000
Due to affiliate	(4,463)	0
Management fee payable	88,310	0
Net cash used in operating activities	(334,794)	(104,636)
Cash flows from financing activities:
Proceeds from issuance of common units	4,372,413	2,000,000
Payment of offering costs	(1,991,183)	(1,370,166)
Distributions paid	(225,701)	0
Net cash provided by financing activities	2,155,529	629,834
Net change in cash	1,820,735	525,198
Cash and cash equivalents, beginning of period	2,643,155	209,469
Cash and cash equivalents, end of period	4,463,890	734,667
Supplemental information:
Interest Paid	947	473
Supplemental non-cash information:
Reclassification of deferred offering costs to additional paid-in capital	0	1,034,795
Distributions payable	50,183	0
Accounts payable and accrued expenses
Supplemental non-cash information:
Offering costs	237,972	251,768
Due to affiliate
Supplemental non-cash information:
Offering costs	$ 189,425	$ 307,569

Organization and Business Opera

Organization and Business Operations	6 Months Ended
	Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Organization and Business Operations American Energy Capital Partners - Energy Recovery Program, 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 "ARC Sponsor"). The ARC Sponsor is under common control with AR Capital, LLC. In connection with the formation of the Partnership, the General Partner made an initial capital contribution in the amount of $20 for its general partner interest. On May 8, 2014, the U.S. Securities and Exchange Commission (the "SEC") declared effective the Partnership's registration statement on Form S-1 (File No. 333-192852 ) (the "Registration Statement") filed under the Securities Act of 1933, as amended and the Partnership commenced its initial public offering (the "Offering"), on a "reasonable best efforts" basis, of up to 100.0 million common units representing limited partnership interests ("Common Units") at a per unit price of up to $20.00 . The Offering is expected to end on May 8, 2016, or two years from the effectiveness of the Registration Statement (the "Final Termination Date"). On June 16, 2014, the Partnership commenced business operations after raising $2.0 million of gross proceeds (the "Initial Closing"), the amount required for the Partnership to release equity proceeds from escrow, and began the Partnership's business activities, including the acquisition and development of producing and non-producing oil and gas properties, including drilling activities. The Partnership has no officers, directors or employees. Instead, the General Partner manages the day-to-day affairs of the Partnership. All decisions regarding the management of the Partnership are made by the board of directors of the General Partner and its officers. The Partnership entered 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 Manager") serves as the dealer manager 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. As of June 30, 2015 , the Partnership had not identified any oil and gas properties. As the Partnership has not yet acquired oil and gas properties, its principal source of cash is the proceeds from the Offering, which the Partnership relies on to finance operations, distributions and capital investments. On September 11, 2015, the Partnership suspended the acceptance of subscriptions pursuant to its initial public offering in anticipation of formally terminating the Offering in the near future. The Partnership has since terminated the Offering and intends to present a proposal for the Partnership’s dissolution and liquidation to its unitholders at a special meeting. In connection with its dissolution and liquidation, the Partnership intends to propose a plan to its unitholders that will include a distribution to unitholders in an amount equal to 100% of their capital contribution to the Partnership exclusive of any distributions already received. Also on September 11, 2015, in anticipation of the termination of the Offering, the Partnership and the Manager mutually terminated the Management Agreement dated June 16, 2014, pursuant to which the Manager was engaged to provide management and operating services regarding substantially all aspects of the Partnership’s oil and gas operations. As a result, no amounts previously accrued for or outstanding as of June 30, 2015 will be paid to the Manager related to the monthly management fees pursuant to the Management Agreement (See Note 7 — Subsequent Events ).

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Accounting and Presentation The accompanying interim 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") and include the accounts of the Partnership and its wholly owned subsidiary. 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 and six months ended June 30, 2015 and 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, 2014 , which are included in the Annual Report on Form 10-K filed with the SEC on March 20, 2015. As noted above, on September 11, 2015, the Partnership suspended the acceptance of subscriptions pursuant to the Offering in anticipation of formally terminating the Offering in the near future. Following the termination of the Offering, the General Partner intends to commence the dissolution and liquidation of the Partnership, which will be subject to approval by the Partnership's unitholders. Assuming the plan of liquidation is approved by the Partnership's unitholders and the Partnership is required to file a Quarterly Report on Form 10-Q as of September 30, 2015, the Partnership will apply liquidation accounting. (See Note 7 - Subsequent Events). 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. Offering and Related Costs Offering and related costs include all expenses incurred in connection with the Partnership’s Offering. Offering costs (other than selling commissions and the dealer manager fees) of the Partnership may be paid by the General Partner, its affiliates and the Manager on behalf of the Partnership. On May 8, 2014, the day the Partnership commenced its Offering, offering costs were reclassified from deferred costs to Partners' deficit. Offering costs may represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of the Partnership's Common Units. The Partnership will reimburse the General Partner and the Manager in a combined amount of up to 1.5% of the aggregate proceeds of the Offering, payable two-thirds to the General Partner and one-third to the Manager. Neither the General Partner nor the Manager will be entitled to reimbursement for offering and organization expenses to the extent such combined expenses exceed 1.5% of the aggregate offering proceeds. (See Note 5 — Related Party Transactions and Arrangements ). Net Loss Per Common Unit Net loss per Common Unit is computed by dividing net loss applicable to Common Unit holders by the weighted average number of Common Units outstanding during the period. Net loss per Common Unit is only calculated for the period subsequent to the Initial Closing date as no Common Units were outstanding prior to June 16, 2014. Diluted net loss per Common Unit is the same as basic net loss per Common Unit as there were no potentially dilutive common or subordinated units outstanding as of June 30, 2015 . Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers ("ASU 2014-09")", which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This ASU is effective for reporting periods beginning after December 15, 2016, and for interim and annual reporting periods thereafter. The standard permits the use of either the retrospective or cumulative effect transition method. In July 2015, the FASB approved a deferral of the effective date for ASU 2014-09 for reporting periods beginning after December 15, 2017, and for interim and annual reporting periods thereafter. Early application is permitted, but not before the original effective date. The Partnership is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. In August 2014, FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires management to evaluate whether there is substantial doubt about the Partnership's ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, and for interim and annual reporting periods thereafter. Early application is permitted. The Partnership is currently evaluating the adoption of this ASU and its impact on the consolidated financial statements. In April 2015, FASB issued an accounting standards update for “Interest - Imputation of Interest,” which simplifies the presentation of debt issuance costs. This accounting standard update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015 (and interim periods within those fiscal years), with early adoption permitted and retrospective application required. The Partnership is evaluating the impact of this new guidance and does not expect it to have a significant impact on the consolidated financial statements.

Manager and the Management Agre

Manager and the Management Agreement	6 Months Ended
	Jun. 30, 2015
Related Party Transactions [Abstract]
Manager and the Management Agreement	Manager and the Management Agreement The Partnership entered 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, through the supervision of the General Partner, 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 draft budgets that the Manager will prepare and the Partnership, through the supervision of the General Partner, 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 and/or the General Partner. 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 the holders of Common Units to the Partnership from the Initial Closing through the last day of the preceding month; and (ii) the average outstanding indebtedness of the Partnership during the preceding month. 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 the holders of Common Units to the Partnership from the Initial Closing through the Final Termination Date; 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 (excluding any properties the Partnership may elect to acquire from the Manager or an affiliate of the Manager), the Manager will be entitled to receive an acquisition fee equal to 2% of the contract price for each property acquired. The Manager will also be entitled to reimbursements of acquisition expenses 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. 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 for their respective costs incurred in connection with such activities, plus a fee equal to 1.0% of the contract sales price of the properties (excluding any properties acquired from the Partnership by the General Partner, the Manager, or their respective affiliates), (including when paid any deferred payment or "earn out" amounts), which will be paid one-half ( 0.5% ) to each of the Manager and the General Partner. (See Note 5 — Related Party Transactions and Arrangements ). 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 Registration Statement) 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 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 ( 0.5% ) to the Manager and one-third ( 0.25% ) to the General Partner. (See Note 5 — Related Party Transactions and Arrangements ). During the three and six months ended June 30, 2015 , $76,050 and $ 128,310 , respectively, had been incurred by the Manager for monthly management fee services under the Management Agreement. No fees were incurred during the three and six months ended June 30, 2014. The management fee payable as of June 30, 2015 and December 31, 2014 was $112,170 and $23,860 , respectively. On September 11, 2015, the Partnership suspended the acceptance of subscriptions pursuant to the Offering in anticipation of formally terminating the Offering in the near future. Also on September 11, 2015, in anticipation of the termination of the Offering, the Partnership and the Manager mutually terminated the Management Agreement dated June 16, 2014, pursuant to which the Manager was engaged to provide management and operating services regarding substantially all aspects of the Partnership’s oil and gas operations. As a result, no amounts previously accrued for or outstanding as of June 30, 2015 will be paid to the Manager related to the monthly management fees pursuant to the Management Agreement (See Note 7 — Subsequent Events ).

Common Units

Common Units	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
Common Units	Common Units As of June 30, 2015 , the Partnership had 511,170 Common Units outstanding. On September 19, 2014, the General Partner approved and authorized the distribution rate equal to $1.20 per annum based on the price of the Partnership's Common Units. This distribution rate corresponds to a 6.0% annualized rate based on the unit price of $20.00 to be calculated based on unitholders of record each day during the applicable period at a rate of $0.00328767123 per day. The distributions will be deemed to accrue with respect to each unit commencing on the applicable closing date on which such unit was issued. The below table shows the distributions paid on shares outstanding during the six months ended June 30, 2015 . Date Paid Period Covered Total Distribution January 2, 2015 December 1, 2014 - December 31, 2014 $ 29,598 February 2, 2015 January 1, 2015 - January 31, 2015 30,824 March 2, 2015 February 1, 2015 - February 28, 2015 31,183 April 1, 2015 March 1, 2015 - March 31, 2015 42,435 May 1, 2015 April 1, 2015 - April 30, 2015 42,962 June 1, 2015 May 1, 2015- May 31, 2015 48,699 Total $ 225,701 For the six months ended June 30, 2015 , the Partnership paid cash dividends of $225,701 and had a net loss of $ 786,860 . As of June 30, 2015 , the Partnership had a distribution payable of $50,183 for dividends accrued in the month of June 2015, which was paid on July 1, 2015. There were no distributions accrued or paid during the six months ended June 30, 2014.

Related Party Transactions and

Related Party Transactions and Arrangements	6 Months Ended
	Jun. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions and Arrangements	Related Party Transactions and Arrangements Fees Paid in Connection with the Offering The Dealer Manager is an entity which is under common control with the ARC Sponsor. 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. During the three and six months ended June 30, 2015 , $177,052 and $ 403,803 , respectively, of commissions and fees were incurred from the Dealer Manager. No commissions and fees were incurred from the Dealer Manager during the three and six months ended June 30, 2014. The General Partner, its affiliates and the Manager receives 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 selling 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. As of June 30, 2015 , organizational and offering costs exceeded 1.5% of gross proceeds received from the Offering by $3.9 million . During the three and six months ended June 30, 2015 , $304,785 and $499,078 , respectively, of related party costs were incurred by the Partnership in connection with the Offering. As of June 30, 2015 , the Partnership had amounts due to affiliate of $1,109,447 of which $189,425 related to costs incurred in connection with the Offering. As of December 31, 2014 , the Partnership had amounts due to affiliates of $1,673,195 of which $748,710 related to costs incurred in connection with the Offering. 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. During the three and six months ended June 30, 2015 and 2014, no administrative costs of the General Partner were reimbursed in connection with the operations of the Partnership. 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 General Partner in connection with the disposition of Partnership properties from time to time, the General Partner will receive reimbursement of its respective costs incurred in connection with such activities, plus a fee equal to 0.5% of the contract sales price (excluding any properties acquired from the Partnership by the General Partner, the Manager, or their respective affiliates), (including when paid any deferred payment or "earn out" amounts), payable in cash concurrently with the Manager's disposition fee for a total of 1.0% . (See Note 3 — Manager and the Management Agreement ). During the three and six months ended June 30, 2015 and 2014, no disposition fees were reimbursed to the General Partner in connection with the operations of the Partnership. 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) and in consideration for the services to be performed by the General Partner in connection therewith, the General Partner will receive a financing coordination fee equal to 0.25% of the principal amount of any financing (as the Partnership draws it down if it is not 100% funded in a single closing), payable in cash concurrently with the Manager's financing coordination fee for a total of 0.75% . (See Note 3 — Manager and the Management Agreement ). During the three and six months ended June 30, 2015 and 2014, no financing fees were paid to the General Partner in connection with the operations of the Partnership. Effective November 12, 2014, the Partnership entered into an agreement with the Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Partnership's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. The Partnership has accrued and amortizes the cost of $920,000 associated with this agreement over the estimated life of the Offering into "Advisory Fees" on the Partnership's consolidated statements of operations. During the three and six months ended June 30, 2015 , $152,570 and $ 310,691 , respectively, was incurred in connection with the operations of the Partnership and for the above strategic advisory services. No fees were incurred in connection with the operations of the Partnership during the three and six months ended June 30, 2014. As of June 30, 2015 , the Partnership had amounts due to affiliates of $1,109,447 of which $920,023 related to costs incurred in connection with the operations of the Partnership. As of December 31, 2014 , the Partnership had amounts due to affiliate of $1,673,195 of which $920,000 related to costs incurred in connection with the operations of the Partnership. Incentive Distribution Rights On the Initial Closing date, the Partnership issued incentive distribution rights to the General Partner and AECP Holdings, LLC ("Holdings"), an affiliate of the Manager. The incentive distribution rights were issued 50% to the General Partner and 50% to Holdings. Upon a sale of all or substantially all of the Partnership's properties, the General Partner and Holdings will each be entitled to receive a one-time incentive performance payment in cash equal to 12.5% of the aggregate sale price of the Partnership's properties net of expenses and of the payment of all debts and obligations, minus the excess, if any, of $20.00 per Common Unit (the original purchase price per Common Unit) of all outstanding Common Units, less the aggregate amounts previously distributed after the Final Termination Date of the Offering on the outstanding Common Units. Upon a listing of the Common Units on a national securities exchange, the General Partner and Holdings will each be entitled to receive either newly issued Common Units or newly issued subordinated units. In either case, the amount received will be equal to 12.5% of the aggregate listing performance distribution amount for all units outstanding divided by the current market price. In addition, the incentive distribution rights held by the General Partner and Holdings will entitle them to receive increasing percentages of distributions made on the Common Units above the targeted minimum quarterly distributions, which will be determined and established upon a listing of the Common Units. The Manager will also be entitled to other fees per the Management Agreement (See Note 3 — Manager and the Management Agreement ).

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Litigation In the ordinary course of business, the General Partner and the Partnership may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the General Partner or the Partnership.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2015
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: Suspension of Offering and Termination of Management Agreement On September 11, 2015, the Partnership suspended the acceptance of subscriptions pursuant to its initial public offering in anticipation of formally terminating the Offering in the near future. The Partnership has since terminated the Offering and intends to present a proposal for the Partnership’s dissolution and liquidation to its unitholders at a special meeting. In connection with its dissolution and liquidation, the Partnership intends to propose a plan to its unitholders that will include a distribution to unitholders in an amount equal to 100% of their capital contribution to the Partnership exclusive of any distributions already received. If approved by the Partnership's unitholders, the Partnership intends to file a certificate of dissolution, pay, satisfy, resolve or make reasonable provisions for claims and obligations as well anticipated costs associated with the Partnership's dissolution and liquidation. The Partnership estimates legal fees, ongoing insurance costs and other professional fees to be approximately $600,000 to $700,000 through the dissolution and liquidation. The Partnership expects to recognize the majority of these expenses during the third and fourth quarters of 2015, and no expenses associated with the termination of the Offering have been recognized in the current period financial statements. In order to make distributions to unitholders in an amount equal to 100% of their capital contributions and cover all outstanding expenses of the Partnership, the Partnership intends on distributing all available cash and expects to have a receivable from the General Partner. Also on September 11, 2015, in anticipation of the termination of the Offering, the Partnership and the Manager mutually terminated the Management Agreement dated June 16, 2014, pursuant to which the Manager was engaged to provide management and operating services regarding substantially all aspects of the Partnership’s oil and gas operations. As a result, no amounts previously accrued for or outstanding as of June 30, 2015 will be paid to the Manager related to the monthly management fees pursuant to the Management Agreement. Distributions paid On July 1, 2015, the Partnership paid a cash distribution of $50,183 to holders of Common Units for the month of June 2015. On August, 1, 2015, the Partnership paid a cash distribution of $54,618 to holders of Common Units for the month of July 2015. On September 1, 2015, the Partnership paid a cash distribution of $56,116 to holders of Common Units for the month of August 2015. On September 25, 2015, the Partnership suspended its monthly distributions effective as of September 30, 2015. The final payment of distributions will occur on or about October 1, 2015 in connection with the Partnership’s September 2015 dividend. Sale of Common Units As of August 31, 2015, the Partnership had 562,287 Common Units outstanding and had raised total gross proceeds of $10,933,920 . Subsequent to June 30, 2015, the Partnership issued 51,117 Common Units for total gross proceeds of $1,022,334 based on a per unit value of up to $20.00 .

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Basis of Accounting and Presentation	Basis of Accounting and Presentation The accompanying interim 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") and include the accounts of the Partnership and its wholly owned subsidiary. 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 and six months ended June 30, 2015 and 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, 2014 , which are included in the Annual Report on Form 10-K filed with the SEC on March 20, 2015.
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.
Offering and Related Costs	Offering and Related Costs Offering and related costs include all expenses incurred in connection with the Partnership’s Offering. Offering costs (other than selling commissions and the dealer manager fees) of the Partnership may be paid by the General Partner, its affiliates and the Manager on behalf of the Partnership. On May 8, 2014, the day the Partnership commenced its Offering, offering costs were reclassified from deferred costs to Partners' deficit. Offering costs may represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of the Partnership's Common Units. The Partnership will reimburse the General Partner and the Manager in a combined amount of up to 1.5% of the aggregate proceeds of the Offering, payable two-thirds to the General Partner and one-third to the Manager. Neither the General Partner nor the Manager will be entitled to reimbursement for offering and organization expenses to the extent such combined expenses exceed 1.5% of the aggregate offering proceeds. (See Note 5 — Related Party Transactions and Arrangements ).
Net Loss Per Common Unit	Net Loss Per Common Unit Net loss per Common Unit is computed by dividing net loss applicable to Common Unit holders by the weighted average number of Common Units outstanding during the period. Net loss per Common Unit is only calculated for the period subsequent to the Initial Closing date as no Common Units were outstanding prior to June 16, 2014. Diluted net loss per Common Unit is the same as basic net loss per Common Unit as there were no potentially dilutive common or subordinated units outstanding as of June 30, 2015 .
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers ("ASU 2014-09")", which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This ASU is effective for reporting periods beginning after December 15, 2016, and for interim and annual reporting periods thereafter. The standard permits the use of either the retrospective or cumulative effect transition method. In July 2015, the FASB approved a deferral of the effective date for ASU 2014-09 for reporting periods beginning after December 15, 2017, and for interim and annual reporting periods thereafter. Early application is permitted, but not before the original effective date. The Partnership is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. In August 2014, FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires management to evaluate whether there is substantial doubt about the Partnership's ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, and for interim and annual reporting periods thereafter. Early application is permitted. The Partnership is currently evaluating the adoption of this ASU and its impact on the consolidated financial statements. In April 2015, FASB issued an accounting standards update for “Interest - Imputation of Interest,” which simplifies the presentation of debt issuance costs. This accounting standard update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015 (and interim periods within those fiscal years), with early adoption permitted and retrospective application required. The Partnership is evaluating the impact of this new guidance and does not expect it to have a significant impact on the consolidated financial statements.

Common Units (Tables)

Common Units (Tables)	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
Dividends Declared	The below table shows the distributions paid on shares outstanding during the six months ended June 30, 2015 . Date Paid Period Covered Total Distribution January 2, 2015 December 1, 2014 - December 31, 2014 $ 29,598 February 2, 2015 January 1, 2015 - January 31, 2015 30,824 March 2, 2015 February 1, 2015 - February 28, 2015 31,183 April 1, 2015 March 1, 2015 - March 31, 2015 42,435 May 1, 2015 April 1, 2015 - April 30, 2015 42,962 June 1, 2015 May 1, 2015- May 31, 2015 48,699 Total $ 225,701

Organization and Business Ope16

Organization and Business Operations (Narrative) (Details) - USD ($)	Jun. 16, 2014	Jun. 30, 2015	Jun. 30, 2014	Sep. 19, 2014	May. 08, 2014	Oct. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Contributed capital						$ 20
Maximum shares available for issuance (in shares)					100,000,000
Share price (in dollars per share)		$ 20		$ 20	$ 20
Proceeds from issuance of common units	$ 2,000,000	$ 4,372,413	$ 2,000,000
Return of partners' capital, percent		100.00%

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Narrative) (Details)	6 Months Ended
	Jun. 30, 2015
Related Party Transaction [Line Items]
Organizational and offering costs, maximum, excluding commissions, and dealer manager fees	1.50%
General Partner | Paid to General Partner
Related Party Transaction [Line Items]
Organizational and offering costs, maximum, excluding commissions, and dealer manager fees	1.00%
General Partner | Paid to Manager
Related Party Transaction [Line Items]
Organizational and offering costs, maximum, excluding commissions, and dealer manager fees	0.50%

Manager and the Management Ag18

Manager and the Management Agreement (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Related Party Transaction [Line Items]
Management fee expense (reversal)	$ 76,050	$ 0	$ 128,310	$ 0
Management fee payable	$ 112,170		$ 112,170		$ 23,860
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%
Reimbursement for costs incurred			1.00%
Financing coordination fee if not 100% funded in a single closing			0.75%
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			1.00%
Reimbursement for costs incurred			0.50%
Financing coordination fee if not 100% funded in a single closing			0.25%
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			4.00%
Reimbursement for costs incurred			0.50%
Financing coordination fee if not 100% funded in a single closing			0.50%
Manager
Related Party Transaction [Line Items]
Management agreement acquisition fee as percentage of contract price			2.00%
Management agreement, acquisition and reimbursement fee as percentage of contract price			3.00%

Common Units (Narrative) (Detai

Common Units (Narrative) (Details) - USD ($)	Sep. 19, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	May. 08, 2014
Equity [Abstract]
Limited units, outstanding (in shares)		511,170		511,170		290,414
Common unit dividends declared (in dollars per share)	$ 1.20
Annual dividend percentage	6.00%
Common units, price per share (in dollars per share)	$ 20	$ 20		$ 20			$ 20
Common units, dividends, per share per day, declared (in dollars per share)	$ 0.00328767123
Cash distribution				$ (225,701)	$ 0
Net loss		$ 403,877	$ 73,640	786,860	$ 73,824
Distributions payable		$ 50,183		$ 50,183		$ 29,598

Common Units (Distributions) (D

Common Units (Distributions) (Details) - USD ($)	1 Months Ended						3 Months Ended
	May. 31, 2015	Apr. 30, 2015	Mar. 31, 2015	Feb. 28, 2015	Jan. 31, 2015	Dec. 31, 2014	Feb. 28, 2015
Equity [Abstract]
Total Distribution	$ 48,699	$ 42,962	$ 42,435	$ 31,183	$ 30,824	$ 29,598	$ 225,701

Related Party Transactions an21

Related Party Transactions and Arrangements (Fees Paid in Connection with the Offering) (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Related Party Transaction [Line Items]
Due to affiliates	$ 1,109,447	$ 1,109,447		$ 1,673,195
Organizational and offering costs, maximum, excluding commissions, and dealer manager fees		1.50%
Organizational and offering costs In excess of maximum threshold		$ 3,900,000
Dealer Manager
Related Party Transaction [Line Items]
Related party transaction stock offering sales commission	7.00%	7.00%
Related party transaction stock offering reallowance commission	3.00%	3.00%
Related party expenses	$ 304,785		$ 499,078
Manager and General Partner
Related Party Transaction [Line Items]
Due to affiliate	189,425	$ 189,425
General Partner
Related Party Transaction [Line Items]
Due to affiliate				$ 748,710
Commissions and Fees | Dealer Manager
Related Party Transaction [Line Items]
Related party expenses	$ 177,052	$ 403,803
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 an22

Related Party Transactions and Arrangements (Fees paid in Connection with Operations of the Partnership) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Sep. 19, 2014	May. 08, 2014
Related Party Transaction [Line Items]
One-time incentive compensation payment, aggregate sales price of properties, net			12.50%
Share price (in dollars per share)	$ 20		$ 20			$ 20	$ 20
Manager and General Partner
Related Party Transaction [Line Items]
Reimbursement for costs incurred			1.00%
Financing coordination fee if not 100% funded in a single closing			0.75%
Due to affiliate	$ 189,425		$ 189,425
Manager and General Partner | Paid to General Partner
Related Party Transaction [Line Items]
Reimbursement for costs incurred			0.50%
Financing coordination fee if not 100% funded in a single closing			0.25%
Manager and General Partner | Paid to Manager
Related Party Transaction [Line Items]
Reimbursement for costs incurred			0.50%
Financing coordination fee if not 100% funded in a single closing			0.50%
Manager
Related Party Transaction [Line Items]
Related party incentive distribution percentage upon closing			50.00%
One-time incentive compensation payment, aggregate sales price of properties, net			12.50%
General Partner
Related Party Transaction [Line Items]
Management agreement, disposition fee as percentage of contract price			0.50%
Management agreement, financing fee as percentage of contract price			0.25%
Due to affiliate					$ 748,710
Related party incentive distribution percentage upon closing			50.00%
One-time incentive compensation payment, aggregate sales price of properties, net			12.50%
Dealer Manager
Related Party Transaction [Line Items]
Related party expenses reversed	304,785			$ 499,078
Dealer Manager | Strategic Advisory Fees
Related Party Transaction [Line Items]
Related party expenses reversed	152,570	$ 0	$ 310,691	$ 0
Due to affiliate	$ 920,023		$ 920,023		$ 920,000

Subsequent Events (Narrative) (

Subsequent Events (Narrative) (Details) - USD ($)	Sep. 11, 2015	Sep. 01, 2015	Aug. 01, 2015	Jul. 01, 2015	Jun. 16, 2014	Jul. 31, 2015	Jun. 30, 2015	Jun. 30, 2014	Jul. 31, 2015	Dec. 31, 2014
Subsequent Event [Line Items]
Cash distribution							$ 225,701	$ 0
Limited units, outstanding (in shares)							511,170			290,414
Proceeds from issuance of common units					$ 2,000,000		$ 4,372,413	$ 2,000,000
Return of partners' capital, percent							100.00%
Subsequent Event
Subsequent Event [Line Items]
Cash distribution		$ 56,116	$ 54,618	$ 50,183
Limited units, outstanding (in shares)						562,287.188			562,287.188
Proceeds from issuance of common units						$ 1,022,300			$ 10,933,920
Limited units, issued (in shares)						51,116.70
Share price (in dollars per share)						$ 20			$ 20
Return of partners' capital, percent	100.00%
Minimum | Subsequent Event
Subsequent Event [Line Items]
Estimated legal professional and insurance costs	$ 600,000
Maximum | Subsequent Event
Subsequent Event [Line Items]
Estimated legal professional and insurance costs	$ 700,000