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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2002
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. 333-57156
MEWBOURNE ENERGY PARTNERS 01-A, L.P.
Delaware 75-2926279
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3901 South Broadway, Tyler, Texas 75701
- ------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (903) 561-2900
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the act:
Limited and general partnership interest $1,000 per interest
- ------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 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. [X] Yes [ ] No
No market currently exists for the limited and general partnership interest of
the registrant. Based on original purchase price the aggregate market value of
limited and general partnership interest owned by non-affiliates of the
registrant is $15,000,000.00.
The following documents are incorporated by reference into the indicated parts
of this Annual Report on Form 10-K: Part of the information called for by Part
IV of the Annual Report on Form 10-K is incorporated by reference from the
Registrant's Registration Statement on Form S-1, File No. 333-57156.
1
PART I
ITEM 1. BUSINESS
Mewbourne Energy Partners 01-A, L.P. (the "Registrant") is a limited partnership
organized under the laws of the State of Delaware on February 23, 2001 (date of
inception). Its managing general partner is Mewbourne Development Corporation, a
Delaware corporation ("MD").
A Registration Statement was filed pursuant to the Securities Act of 1933, as
amended, registering limited partnership interests aggregating $6,000,000 and
$24,000,000 in general partnership interests in a series of Delaware limited
partnerships formed under Mewbourne Energy 01-02 Drilling Programs. The
Registrant was declared effective by the Securities and Exchange Commission on
June 12, 2001. On August 28, 2001, the offering of limited and general
partnership interests in the Registrant was closed, with interests aggregating
$15,000,000 being sold to 569 subscribers of which $13,513,000 were sold to 528
subscribers as general partner interests and $1,487,000 were sold to 41
subscribers as limited partner interests.
The Registrant engages primarily in oil and gas development and production and
is not involved in any other industry segment. See the selected financial data
in Item 6 and the financial statements in Item 8 of this report for a summary of
the Registrant's revenue, income and identifiable assets.
The Registrant has acquired interests in oil and gas prospects for the purpose
of development drilling. At December 31, 2002, 41 wells had been drilled; 36
were productive and 5 wells were abandoned. Of the 36 productive wells, 35 were
producing and 1 was plugged and abandoned. The following table summarizes the
Registrant's drilling activity for the year ended December 31, 2002 and for the
period from inception through December 31, 2001:
2002 2001
--------------- --------------
Gross Net Gross Net
----- --- ----- ---
Development Wells:
Oil and natural gas wells 25 7.006 11 2.767
Non-productive wells 3 0.865 2 0.576
The sale of crude oil and natural gas produced by the Registrant will be
affected by a number of factors that are beyond the Registrant's control. These
factors include the price of crude oil and 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 Registrant.
The Registrant does not have long-term contracts with purchasers of its crude
oil or natural gas. The market for crude oil is such that the Registrant
anticipates it will be able to sell all the crude oil it can produce. Natural
gas will be sold to local distribution companies, gas marketers and end users on
the spot market. The spot market reflects immediate sales of natural gas without
long-term contractual commitments. The future market condition for natural gas
cannot be predicted with any certainty, and the Registrant may experience delays
in marketing natural gas production and fluctuations in natural gas prices.
2
Many aspects of the Registrant's activities are highly competitive including,
but not limited to, the acquisition of suitable drilling prospects and the
procurement of drilling and related oil field equipment, and are subject to
governmental regulation, both at Federal and state levels. The Registrant's
ability to compete depends on its financial resources and on the managing
general partner's staff and facilities, none of which are significant in
comparison with those of the oil and gas exploration, development and production
industry as a whole. Federal and state regulation of oil and gas operations
generally includes drilling and spacing of wells on producing acreage, the
imposition of maximum allowable production rates, the taxation of income and
other items, and the protection of the environment.
The Registrant does not have any employees of its own. MD is responsible for all
management functions. Mewbourne Oil Company ("MOC"), a wholly owned subsidiary
of Mewbourne Holdings, Inc., which is also the parent of the Registrant's
managing general partner, has been appointed Program Manager and is responsible
for activities in accordance with a Drilling Program Agreement entered into by
the Registrant, MD and MOC. At March 28, 2003, MOC employed 121 persons, many of
whom dedicated a part of their time to the conduct of the Registrant's business
during the period for which this report is filed.
The production of oil and gas is not considered subject to seasonal factors
although the price received by the Registrant for natural gas sales will tend to
increase during the winter months. Order backlog is not pertinent to the
Registrant's business.
ITEM 2. PROPERTIES
The Registrant's properties consist primarily of leasehold interests in
properties on which oil and gas wells-in-progress are located. Such property
interests are often subject to landowner royalties, overriding royalties and
other oil and gas leasehold interests.
Fractional working interests in developmental oil and gas prospects located
primarily in the Anadarko Basin of Western Oklahoma, the Texas Panhandle, and
the Permian Basin of New Mexico and West Texas, were acquired by the Registrant,
resulting in the Registrant's participation in the drilling of oil and gas
wells. At December 31, 2002, 41 wells had been drilled; 36 were productive and 5
wells were abandoned. Of the 36 productive wells, 35 were producing and 1 was
plugged and abandoned.
Reserve estimates were prepared by Forrest A Garb & Associates, Inc., the
Registrant's independent petroleum consultants, in accordance with guidelines
established by the Securities and Exchange Commission.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not aware of any pending legal proceedings to which it is a
party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the period ended
December 31, 2002 covered by this report.
3
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At March 28, 2003, the Registrant had 15,000 outstanding limited and general
partnership interests held of record by 569 subscribers. There is no established
public or organized trading market for the limited and general partnership
interests.
Revenues which, in the sole judgement of the managing general partner, are not
required to meet the Registrant's obligations will be distributed to the
partners at least quarterly in accordance with the Registrant's Partnership
Agreement. Distributions made to limited and general partners during the year
ended December 31, 2002 were $2,539,000, and no distributions were made during
the period from inception through December 31, 2001.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the year ended
December 31, 2002 and for the period from February 23, 2001 (date of inception)
through December 31, 2001:
Operating results: 2002 2001
- ------------------ ---- ----
Oil and gas sales $ 3,482,714 $ 130,944
Net loss $ (728,095) $ (2,027,082)
Net loss per limited and
general partner interest $ (48.54) $ (135.14)
At year end:
- ------------
Total Assets $ 9,939,425 $ 12,983,672
============ ============
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
Mewbourne Energy Partners 01-A, L.P. (the "Registrant") was organized as a
Delaware limited partnership on February 23, 2001. The offering of limited and
general partner interests began June 12, 2001 as part of an offering registered
under the name Mewbourne Energy 01-02 Drilling Programs. The offering of limited
and general partner interests in the Registrant concluded August 28, 2001, with
total investor partner contributions of $15,000,000.
The Registrant was formed to engage primarily in the business of drilling
development wells, to produce and market crude oil and natural gas produced from
such properties, to distribute any net proceeds from operations to the general
and limited partners and to the extent necessary, acquire leases which contain
drilling prospects. The economic life of the Registrant depends on the period
over which the Registrant's oil and gas reserves are economically recoverable.
4
Results of Operations
The following table sets forth certain operating data for the year ended
December 31, 2002 and the period from February 23, 2001 (date of inception)
through December 31, 2001.
2002 2001
Production:
Natural gas (MMcf) 1,148 61
Oil (MBbl) 6 .1
Natural gas equivalent (MMcfe) 1,184 62
% Natural gas 97% 99%
Average sales price per unit:
Natural gas (per Mcf) $ 2.89 $ 2.11
Oil (per Bbl) 26.10 19.27
Natural gas equivalent (per Mcfe) 2.94 2.11
Cost and expenses per Mcfe:
Lease operating $ .24 $ .13
Production taxes .23 .14
Administrative and general .09 .00
Depreciation, depletion and amortization 1.22 1.61
Cost ceiling write-down 1.82 34.37
Note: The Partnership was formed during the year 2001 and began drilling oil and
gas wells. The majority of the wells were not drilled or completed until 2002
which accounts for the substantial increase in sales and production volumes
during the year ended December 31, 2002.
Year ended December 31, 2002 compared to the period from February 23, 2001 (date
of inception) through December 31, 2001.
Oil and natural gas sales. Oil and natural gas sales increased to $3,482,714 in
2002 from $130,944 in 2001 due to additional wells being drilled and completed
by the Partnership during 2002, which resulted in a substantial increase in
sales revenues and production volumes. Production volumes increased to 1,148,000
Mcf of gas in 2002 from 61,000 Mcf in 2001, while oil volumes increased to 6,000
Bbls in 2002 from 112 Bbls in 2001.
Interest income. Interest income decreased from $89,873 in 2001 to $37,271 in
2002 due to expenditures for the drilling of oil and gas wells, which resulted
in a decrease of capital available for investments.
Lease operating expense and production taxes. Lease operating expense increased
from $7,928 in 2001 to $278,417 in 2002. Production taxes increased from $8,826
in 2001 to $276,618 in 2002. These expenses increased as additional wells were
drilled and completed in 2002.
Depreciation, depletion and amortization. Depreciation, depletion and
amortization increased from $99,915 in 2001 to $1,439,205 in 2002 as additional
wells were drilled and producing and therefore depleting their reserves.
Cost ceiling write-downs. Cost ceiling write-downs of $2,131,150 and $2,152,691
were recorded in 2001 and 2002, respectively.
5
Liquidity and capital resources
Net cash decreased by $4,956,249 during the year ended December 31, 2002. These
funds were utilized primarily for drilling and completion costs. Cash flows from
operating activities were offset by funds utilized primarily for drilling and
completion costs and cash distributions to partners. Capital requirements in the
future are expected to be paid with the initial partners' capital. Management
believes that funds are sufficient to complete the wells for which funds have
been committed. Under certain circumstances, as provided in the Registrant's
Partnership Agreement, the Registrant may use revenues and/or borrow monies,
either through a financial institution or through an affiliate of MD, to fund
additional capital requirements.
Critical Accounting Policies
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Significant estimates inherent in the Registrant's financial statements include
the estimate of oil and gas reserves as reported in the footnotes to the
financial statements. Changes in oil and gas prices, changes in production
estimates and the success or failure of future development activities could have
a significant effect on reserve estimates. The reserve estimates directly impact
the computation of depreciation, depletion and amortization, and the ceiling
test for the Registrants oil and gas properties.
The Registrant follows the full-cost method of accounting for its oil and gas
activities. Under the full-cost method, all productive and nonproductive 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. Oil
and gas properties are subject to an annual 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.
All financing activities of the Registrant are reported in the financial
statements. The Registrant does not engage in any off-balance sheet financing
arrangements.
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143 (FAS 143), Accounting for Asset
Retirement Obligations. This statement changes financial accounting and
reporting for obligations associated with the retirement and disposal of
long-lived assets and the associated asset retirement costs and is effective for
the Partnership beginning January 1, 2003. The Partnership is currently
evaluating the effect of adopting FAS 143.
In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146 (FAS 146), Accounting for Costs
Associated
6
with Exit or Disposal Activities. This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and is
effective for the Partnership beginning January 1, 2003. The adoption of FAS 146
is not expected to have a material impact on the Partnership's financial
statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The required financial statements of the Registrant are contained in a separate
section of this report following the signature attestation. See "Item 15.
Exhibits, Financial Statement Schedules and Reports on Form 8-K".
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Registrant does not have any officers or directors. Under the Registrant's
Partnership Agreement, the Registrant's managing general partner, MD, is granted
the exclusive right and full authority to manage, control and administer the
Registrant's business. MD is a wholly-owned subsidiary of Mewbourne Holdings,
Inc.
Set forth below are the names, ages and positions of the directors and executive
officers of MD, the Registrant's managing general partner. Directors of MD are
elected to serve until the next annual meeting of stockholders or until their
successors are elected and qualified.
Age as of
December 31,
Name 2002 Position
- ---- ------------ --------
Curtis W. Mewbourne 67 President and Director
J. Roe Buckley 40 Vice President and Chief
Financial Officer
Alan Clark 50 Treasurer
Michael F. Shepard 56 Secretary and General
Counsel
Dorothy M. Cuenod 42 Assistant Secretary
and Director
Ruth M. Buckley 41 Assistant Secretary
and Director
Julie M. Greene 39 Assistant Secretary
and Director
8
CURTIS W. MEWBOURNE, age 67, formed Mewbourne Holdings, Inc. in 1965 and
serves as Chairman of the Board and President of Mewbourne Holdings, MOC and MD.
He has operated as an independent oil and gas producer for the past 38 years.
Mr. Mewbourne received a Bachelor of Science Degree in Petroleum Engineering
from the University of Oklahoma in 1957. Mr. Mewbourne is the father of Dorothy
M. Cuenod, Ruth M. Buckley, and Julie M. Greene and the father-in-law of J. Roe
Buckley.
J. ROE BUCKLEY, age 40, joined Mewbourne Holdings, Inc. in July, 1990 and
serves as Vice President and Chief Financial Officer of both MD and MOC. Mr.
Buckley was employed by MBank Dallas from 1985-1990 where he served as a
commercial loan officer. He received a Bachelor of Arts in Economics from
Sewanee in 1984. Mr. Buckley is the son-in-law of Curtis W. Mewbourne and is
married to Ruth M. Buckley. He is also the brother-in-law of Dorothy M. Cuenod
and Julie M. Greene.
ALAN CLARK, age 50, joined Mewbourne Oil Company in 1979 and serves as
Treasurer and Controller of both MD and MOC. Prior to joining MOC, Mr. Clark was
employed by Texas Oil and Gas Corporation as Assistant Supervisor of joint
interest accounting from 1976 to 1979. Mr. Clark has served in several
accounting/finance positions with Mewbourne Oil Company prior to his current
assignment. Mr. Clark received a Bachelor of Business Administration from the
University of Texas at Arlington.
MICHAEL F. SHEPARD, age 56, joined MOC in 1986 and serves as Secretary and
General Counsel of MD. He has practiced law exclusively in the oil and gas
industry since 1979 and formerly was counsel with Parker Drilling Company and
its Perry Gas subsidiary for seven years. Mr. Shepard holds the Juris Doctor
degree from the University of Tulsa where he received the National Energy Law
and Policy Institute award as the outstanding graduate in the Energy Law
curriculum. He received a B.A. degree, magna cum laude, from the University of
Massachusetts in 1976. Mr. Shepard is a member of the bar in Texas and Oklahoma.
DOROTHY MEWBOURNE CUENOD, age 42, received a B.A. Degree in Art History
from The University of Texas and a Masters of Business Administration Degree
from Southern Methodist University. Since 1984 she has served as a Director and
Assistant Secretary of both MD and MOC. Ms. Cuenod is the daughter of Curtis W.
Mewbourne and is the sister of Ruth M. Buckley and Julie M. Greene. She is also
the sister-in-law of J. Roe Buckley.
RUTH MEWBOURNE BUCKLEY, age 41, received a Bachelor of Science Degree in
both Engineering and Geology from Vanderbilt University. Since 1987 she has
served as a Director and Assistant Secretary of both MD and MOC. Ms. Buckley is
the daughter of Curtis W. Mewbourne and is the sister of Dorothy M. Cuenod and
Julie M. Greene. She is also the wife of J. Roe Buckley.
JULIE MEWBOURNE GREENE, age 39, received a B.A. in Business Administration
from the University of Oklahoma. Since 1988 she has served as a Director and
Assistant Secretary of both MD and MOC. Prior to that time she was employed by
Rauscher, Pierce, Refsnes, Inc. Ms. Greene is the daughter of Curtis W.
Mewbourne and is the sister of Dorothy M. Cuenod and Ruth M. Buckley. She is
also the sister-in-law of J. Roe Buckley.
9
ITEM 11. EXECUTIVE COMPENSATION
The Registrant does not have any directors or officers. Management of the
Registrant is vested in the managing general partner. None of the officers or
directors of MD or MOC will receive remuneration directly from the Registrant,
but will continue to be compensated by their present employers. The Registrant
will reimburse MD and MOC and affiliates thereof for certain costs of overhead
falling within the definition of Administrative Costs, including without
limitation, salaries of the officers and employees of MD and MOC; provided that
no portion of the salaries of the directors or of the executive officer of MOC
or MD may be reimbursed as Administrative Costs.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Beneficial owners of more than five percent
Name of Amount & Nature Percent
Beneficial of Beneficial of
Title of Class Owner Owner Class
- -------------- ---------- --------------- -------
None None N/A N/A
(b) Security ownership of management
The Registrant does not have any officers or directors. The managing general
partner of the Registrant, MD, has the exclusive right and full authority to
manage, control and administer the Registrant's business. Under the Registrant's
Partnership Agreement, limited and general partners holding a majority of the
outstanding limited and general partnership interests have the right to take
certain actions, including the removal of the managing general partner. The
Registrant is not aware of any current arrangement or activity that may lead to
such removal.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with MD and its affiliates
Pursuant to the Registrant's Partnership Agreement, the Registrant had the
following related party transactions with MD and its affiliates during the year
ended December 31, 2002 and for the period February 23, 2001 (date of inception)
through December 31, 2001:
2002 2001
Administrative & general expense
and payment of well charges and
supervision charges in accordance
with standard industry operating
agreements $903,176 $267,348
The Registrant participates in oil and gas activities through a drilling program
created by the Drilling Program Agreement (the "Program"). Pursuant to the
Program, MD pays approximately 30% of the Program's capital expenditures and
approximately 40% of its operating and general and administrative expenses. The
Registrant pays the remainder of the costs and expenses of the Program. In
return, MD is allocated approximately 40% of the Program's revenues.
10
PART IV
ITEM 14. DISCLOSURE CONTROLS AND PROCEDURES
Mewbourne Development Corporation ("MDC"), the Managing General Partner of the
Partnership, 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. Within 90 days prior to the filing of this
report, MDC's Chief Executive Officer and Chief Financial Officer have evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures with the assistance and participation of other members of management.
Based upon that evaluation, MDC's Chief Executive Officer and Chief Financial
Officer concluded that our 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. There have been
no significant changes in MDC's internal controls or in other factors which
could significantly affect internal controls subsequent to the date MDC carried
out its evaluation.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
(a) 1. Financial statements
The following are filed as part of this annual report:
Report of Independent Accountants
Balance sheets as of December 31, 2002 and 2001
Statements of loss for the year ended December 31, 2002 and for
the period from February 23, 2001 (date of inception) through
December 31, 2001
Statements of changes in partners' capital for the year ended
December 31, 2002 and for the period from February 23, 2001 (date
of inception) through December 31, 2001
Statements of cash flows for the year ended December 31, 2002 and
for the period from February 23, 2001 (date of inception) through
December 31, 2001
Notes to financial statements
2. Financial statement schedules
None.
All required information is in the financial statements or the notes
thereto, or is not applicable or required.
3. Exhibits
The exhibits listed on the accompanying index are filed or
incorporated by reference as part of this annual report.
(b) Reports on Form 8-K
None.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
MEWBOURNE ENERGY PARTNERS 01-A, L.P.
By: Mewbourne Development Corporation
Managing General Partner
By: /s/ Curtis W. Mewbourne
-----------------------------------
Curtis W. Mewbourne
President and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
/s/ Curtis W. Mewbourne President/Director March 28, 2003
- ----------------------------
Curtis W. Mewbourne
/s/ J. Roe Buckley Vice President/Chief March 28, 2003
- ---------------------------- Financial Officer
J. Roe Buckley
/s/ Alan Clark Treasurer March 28, 2003
- ----------------------------
Alan Clark
/s/ Dorothy M. Cuenod Director March 28, 2003
- ----------------------------
Dorothy M. Cuenod
/s/ Ruth M. Buckley Director March 28, 2003
- ----------------------------
Ruth M. Buckley
/s/ Julie M. Greene Director March 28, 2003
- ----------------------------
Julie M. Greene
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT
No annual report or proxy material has been sent to the Registrant's security
holders.
12
CERTIFICATIONS
I, Curtis W. Mewbourne, Chief Executive Officer of Mewbourne Development
Corporation, Managing General Partner of Mewbourne Energy Partners 01-A, L.P.
(the "Registrant"), certify that:
1. I have reviewed this annual report on Form 10-K of Mewbourne Energy
Partners, 01-A, L.P.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003.
/s/ Curtis W. Mewbourne
------------------------------------------
Curtis W. Mewbourne
Chief Executive Officer
Mewbourne Development Corporation,
Managing General Partner of the Registrant
CERTIFICATIONS
I, J. Roe Buckley, Chief Financial Officer of Mewbourne Development
Corporation, Managing General Partner of Mewbourne Energy Partners 01-A, L.P.
(the "Registrant"), certify that:
1. I have reviewed this annual report on Form 10-K of Mewbourne Energy
Partners, 01-A, L.P.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003.
/s/ J. Roe Buckley
------------------------------------------
J. Roe Buckley
Chief Financial Officer
Mewbourne Development Corporation,
Managing General Partner of the Registrant
MEWBOURNE ENERGY PARTNERS 01-A, L.P.
FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT ACCOUNTANTS
For the year ended December 31, 2002
and for the period from February 23, 2001
(date of inception) through December 31, 2001
13
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Mewbourne Energy Partners 01-A, L.P.
and to the Board of Directors of
Mewbourne Development Corporation:
In our opinion, the accompanying balance sheets and the related statements of
loss, changes in partners' capital and cash flows present fairly, in all
material respects, the financial position of Mewbourne Energy Partners 01-A,
L.P. at December 31, 2002 and 2001, and the results of its operations and its
cash flows for the year ended December 31, 2002 and the period from February 23,
2001 (date of inception) through December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits in accordance with auditing standards
generally accepted in the United States of America which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
March 28, 2003
14
MEWBOURNE ENERGY PARTNERS 01-A, L. P.
BALANCE SHEETS
December 31, 2002 and 2001
2002 2001
ASSETS
Cash and cash equivalents $ 20,408 $ 4,976,657
Accounts receivable, affiliate 1,724,752 128,812
------------ ------------
Total current assets 1,745,160 5,105,469
------------ ------------
Prepaid well cost 0 59,719
Oil and gas properties at cost,
full cost method 14,017,226 10,049,549
Less accumulated depreciation,
depletion and amortization (5,822,961) (2,231,065)
------------ ------------
8,194,265 7,818,484
------------ ------------
Total assets $ 9,939,425 $ 12,983,672
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable, affiliate $ 233,602 $ 10,754
------------ ------------
Partners' capital
General partners 8,743,645 11,686,869
Limited partners 962,178 1,286,049
------------ ------------
Total partners' capital 9,705,823 12,972,918
------------ ------------
Total liabilities and partners' capital $ 9,939,425 $ 12,983,672
============ ============
The accompanying notes are an integral
part of the financial statements.
15
MEWBOURNE ENERGY PARTNERS 01-A, L. P.
STATEMENTS OF LOSS
For the year ended December 31, 2002 and
the period from February 23, 2001 (date of inception)
through December 31, 2001
2002 2001
Revenues and other income:
Oil and gas sales $ 3,482,714 $ 130,944
Interest income 37,271 89,873
------------ ------------
3,519,985 220,817
------------ ------------
Expenses:
Lease operating expense 278,417 7,928
Production taxes 276,618 8,826
Administrative and general expense 101,149 80
Depreciation, depletion and amortization 1,439,205 99,915
Cost ceiling write-down 2,152,691 2,131,150
------------ ------------
4,248,080 2,247,899
------------ ------------
Net loss $ (728,095) $ (2,027,082)
============ ============
Allocation of net loss:
General partners $ (655,918) $ (1,826,131)
============ ============
Limited partners $ (72,177) $ (200,951)
============ ============
Basic and diluted net loss per limited and
general partner interest (15,000 outstanding) $ (48.54) $ (135.14)
============ ============
The accompanying notes are an integral
part of the financial statements.
16
MEWBOURNE ENERGY PARTNERS 01-A, L. P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the year ended December 31, 2002 and
the period from February 23, 2001 (date of inception)
through December 31, 2001
General Limited
Partners Partners Total
Balance at February 23, 2001
(date of inception) $ 0 $ 0 $ 0
Contributions 13,513,000 1,487,000 15,000,000
Net loss (1,826,131) (200,951) (2,027,082)
------------ ----------- ------------
Balance at December 31, 2001 11,686,869 1,286,049 12,972,918
------------ ----------- ------------
Cash distributions (2,287,306) (251,694) (2,539,000)
Net loss (655,918) (72,177) (728,095)
------------ ----------- ------------
Balance at December 31, 2002 $ 8,743,645 $ 962,178 $ 9,705,823
============ =========== ============
The accompanying notes are an integral
part of the financial statements.
17
MEWBOURNE ENERGY PARTNERS 01-A, L. P.
STATEMENTS OF CASH FLOWS
For the year ended December 31, 2002 and
the period from February 23, 2001 (date of inception)
through December 31, 2001
2002 2001
Cash flows from financing activities:
Net loss $ (728,095) $ (2,027,082)
Adjustment to reconcile net loss to net cash
provided by operating activities:
Depreciation, depletion and amortization 1,439,205 99,915
Cost ceiling write-down 2,152,691 2,131,150
Changes in operating assets and liabilities:
Accounts receivables, affiliate (1,595,940) (128,812)
Accounts payable, affiliate 222,848 10,754
------------ ------------
Net cash provided by operating activities 1,490,709 85,925
------------ ------------
Cash flows from investing activities:
Purchase of oil and gas properties (3,907,958) (10,049,549)
Prepaid well cost 0 (59,719)
------------ ------------
Net cash used in investing activities (3,907,958) (10,109,268)
------------ ------------
Cash flows from financing activities:
Capital contributions from partners 0 15,000,000
Cash distributions to partners (2,539,000) 0
------------ ------------
Net cash provided by (used in) financing activities (2,539,000) 15,000,000
------------ ------------
Net increase (decrease) in cash (4,956,249) 4,976,657
Cash and cash equivalents, beginning of period 4,976,657 0
------------ ------------
Cash and cash equivalents, end of period $ 20,408 $ 4,976,657
============ ============
Supplemental schedule of noncash investing activities:
Included in Accounts receivable, affiliate at December 31, 2002 are $984,000
of billings for sale of equipment to MD (see Note 2).
The accompanying notes are an integral
part of the financial statements.
18
MEWBOURNE ENERGY PARTNERS 01-A, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies:
Accounting for Oil and Gas Producing Activities
Mewbourne Energy Partners 01-A, L.P., (the "Partnership"), a Delaware limited
partnership engaged primarily in oil and gas development and production in
Texas, Oklahoma, and New Mexico, was organized on February 23, 2001. The
offering of limited and general partnership interests began June 12, 2001 as a
part of an offering registered under the name Mewbourne Energy Partners 01-02
Drilling Programs, (the "Program"), and concluded August 28, 2001, with total
investor contributions of $15,000,000 being sold to 569 subscribers of which
$13,513,000 were sold to 528 subscribers as general partner interests and
$1,487,000 were sold to 41 subscribers as limited partner interests.
The Program's sole business is the development and production of oil and gas
with a concentration on gas. Substantially all of the Program's gas reserves are
being sold regionally in the spot market. Due to the highly competitive nature
of the spot market, prices are subject to wide seasonal and regional pricing
fluctuations. In addition, such spot market sales are generally short-term in
nature and are dependent upon obtaining transportation services provided by
pipelines. The prices received for the Program's oil and gas are subject to
influences such as global consumption and supply trends.
The Partnership follows the full-cost method of accounting for its oil and gas
activities. Under the full-cost method, all productive and nonproductive costs
incurred in the acquisition, exploration and development of oil and gas
properties are capitalized. Depreciation, depletion and amortization of oil and
gas properties subject to amortization is computed on the units-of-production
method based on the proved reserves underlying the oil and gas properties. At
December 31, 2002, substantially all capitalized costs were subject to
amortization, while at December 31, 2001, approximately $5.7 million of
capitalized costs were excluded from amortization. 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 an annual 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. Cost ceiling write-downs of $2,152,691 and $2,131,150 were recorded
for the years ended December 31, 2002 and 2001, respectively.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and cash equivalents
The Partnership considers all highly liquid investments, those with original
maturities of three months or less at the date of acquisition, to be cash
equivalents.
The Partnership maintains all its cash in one financial institution.
19
Oil and Gas Sales
The Program's oil and condensate production is sold, title passed, and revenue
recognized at or near the Program's wells under short-term purchase contracts at
prevailing prices in accordance with arrangements which are customary in the oil
industry. Sales of gas applicable to the Program's interest are recorded as
revenue when the gas is metered and title transferred pursuant to the gas sales
contracts covering the Program's interest in gas reserves. The Partnership uses
the sales method to recognize oil and gas revenue whereby revenue is recognized
for the amount of production taken regardless of the amount for which the
Partnership is entitled based on its working interest ownership. As of December
31, 2002 and 2001, no material gas imbalances between the Partnership and other
working interest owners existed.
Income Taxes
The Partnership is treated as a partnership for income tax purposes, and as a
result, income of the Partnership is reported on the tax returns of the partners
and no recognition is given to income taxes in the financial statements.
Reclassifications
Certain reclassifications have been made to the prior year balances to conform
to current year presentation.
2. Organization and Related Party Transactions:
The Partnership was organized on February 23, 2001. Mewbourne Development
Corporation (MD) is managing general partner and 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.
Reimbursement to MOC for supervision and other operator charges totaled $814,743
and $267,348 for the year ended December 31, 2002 and the period from February
23, 2001 (date of inception) through December 31, 2001, respectively. Services
and operator charges are billed in accordance with the program and partnership
agreements.
In general, during any particular calendar year the total amount of
administrative expenses allocated to the Partnership 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. Under this
arrangement, $88,433 was allocated to the Partnership during the year ended
December 31, 2002, and no charges were allocated to the Partnership during the
period from February 23, 2001 (date of inception) through December 31, 2001.
20
The Partnership participates in oil and gas activities through an income tax
partnership, the Program. The Partnership and MD are parties to the Program
agreement. The costs and revenues of the Program are allocated to MD and the
Partnership as follows:
Partnership MD
----------- ----
Revenues:
Proceeds from disposition of depreciable and
depletable properties 60% 40%
All other revenues 60% 40%
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 60% 40%
(1) As noted above, pursuant to the Program, MD must contribute 100% of
organization and offering costs and lease acquisition costs which will
approximate 30% of total capital costs. To the extent that organization and
offering costs and lease acquisition costs are less that 30% of total capital
costs, MD is responsible for tangible drilling costs until its share of the
Program's total capital costs reaches approximately 30%.
The partnership's financial statements reflect its respective proportionate
interest in the Program.
3. Reconciliation of Net Loss Per Statements of Loss With Net Loss Per Federal
Income Tax Return:
The following is a reconciliation of net income (loss) per statements of income
(loss) with the net income (loss) per federal income tax return for the year
ended December 31, 2002 and the period from February 23, 2001 (date of
inception) through December 31, 2001:
2002 2001
Net loss per statement of loss $ (728,095) $ (2,027,082)
Intangible development costs capitalized for
financial reporting purposes and expensed
for tax reporting purposes (2,635,764) (8,337,695)
Dry hole costs capitalized for financial reporting
purposes and expensed for tax reporting purposes (166,957) (750,519)
Depreciation, depletion and amortization for financial
reporting purposes over (under) amounts for tax
reporting purposes 848,296 (3,841)
Cost ceiling write-down for financial reporting purposes 2,152,691 2,131,150
Gain on sale of oil and gas equipment recognized for
tax purposes 81,146 0
------------ ------------
Net loss per federal income tax return before
tentative tax depletion $ (448,683) $ (8,987,987)
============ ============
The Partnership's financial reporting bases of its net assets exceeded the tax
bases of its net assets by $6,681,493 and $6,960,905 at December 31, 2002 and
2001 respectively.
21
4. Recently Issued Accounting Standards:
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143 (FAS 143), Accounting for Asset
Retirement Obligations. This statement changes financial accounting and
reporting for obligations associated with the retirement and disposal of
long-lived assets and the associated asset retirement costs and is effective for
the Partnership beginning January 1, 2003. The Partnership is currently
evaluating the effect of adopting FAS 143.
In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146 (FAS 146), Accounting for Costs
Associated with Exit or Disposal Activities. This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and is effective for the Partnership beginning January 1, 2003. The adoption of
FAS 146 is not expected to have a material impact on the Partnership's financial
statements.
5. Supplemental Oil and Gas Information (Unaudited):
The tables presented below provide supplemental information about oil and
natural gas exploration and production activities as defined by SFAS No. 69,
"Disclosures about Oil an Gas Producing Activities".
Costs Incurred and Capitalized Costs:
Costs incurred in oil and natural gas acquisition, exploration and development
activities for the year ended December 31, 2002 and the period from February 23,
2001 (date of inception) through December 31, 2001 are as follows:
2002 2001
Costs incurred for the year:
Development $ 3,967,677 $ 10,049,549
============ ============
Capitalized costs related to oil and natural gas acquisition, exploration and
development activities for the year ended December 31, 2002 and the period from
February 23, 2001 (date of inception) through December 31, 2001 are as follows:
2002 2001
Cost of oil and natural gas properties at year end:
Producing assets-Proved properties $ 14,017,226 $ 4,365,050
Incomplete construction-Unproved properties 0 5,684,499
------------ ------------
Total capitalized cost 14,017,226 10,049,549
Accumulated depletion (5,822,961) (2,231,065)
------------ ------------
Net capitalized costs $ 8,194,265 $ 7,818,484
============ ============
Depreciation, depletion and amortization per one thousand cubic feet of gas
equivalent was $1.22 and $1.61 for the year ended December 31, 2002 and for the
period from February 23, 2001 (date of inception) through December 31, 2001,
respectively.
Although certain wells had been drilled, completed and began producing in
December 2001, a majority of the wells were drilled and completed subsequent to
December 31, 2001.
22
Estimated Net Quantities of Proved Oil and Gas Reserves
Reserve estimates as well as certain information regarding future production and
discounted cash flows were determined by the Partnership's independent petroleum
consultants and MOC's petroleum reservoir engineers. The Partnership considers
reserve estimates to be reasonable, however, due to inherent uncertainties and
the limited nature of reservoir data, estimates of underground reserves are
imprecise and subject to change over time as additional information becomes
available.
There have been no favorable or adverse events that have caused a significant
change in estimated proved reserves since December 31, 2002. The Partnership has
no long-term supply agreements or contracts with governments or authorities in
which it acts as producer nor does it have any interest in oil and gas
operations accounted for by the equity method. All reserves are located onshore
within the United States.
Proved Reserves:
Crude Oil Natural Gas
and Condensate (Thousands
(bbls of Oil) of Cubic Feet)
-------------- --------------
Balance at February 23, 2001 (date of inception) 0 0
Discoveries 4,000 2,692,000
Production 0 (61,000)
------------ ------------
Balance at December 31, 2001(1) 4,000 2,631,000
Revisions to previous estimates (1,000) (573,000)
Extension, discoveries and other additions 50,000 6,429,000
Production (6,000) (1,148,000)
------------ ------------
Balance at December 31, 2002(1) 47,000 7,339,000
============ ============
(1) Essentially all of these reserves are categorized as proved developed
as of December 31, 2002 and 2001.
Standardized Measure of Discounted Future Net Cash Flows:
For the year ended December 31, 2002 and the period from February 23, 2001 (date
of inception) through December 31, 2001
The Standardized measure of discounted future net cash flows from estimated
production of proved oil and gas reserves is presented in accordance with the
provisions of Statement of Financial Accounting Standards No. 69, "Disclosures
about Oil and Gas Producing Activities" (SFAS No. 69). In computing this data,
assumptions other than those mandated by SFAS No. 69 could produce substantially
different results. The Partnership cautions against viewing this information as
a forecast of future economic conditions or revenues.
The standardized measure has been prepared assuming year-end selling prices,
year end development and production cost and a 10 percent annual discount rate.
No future income tax expense has been provided for the Partnership since it
incurs no income tax liability. (See Significant Accounting Policies -- Income
Taxes in Note 1 to the Financial Statements.) The year-end prices were $17.10
per barrel of oil and $2.00 per MCF of gas as of December 31, 2001 and $28.03
barrel of oil and $4.03 per MCF of gas as of December 31, 2002.
2002 2001
Future cash inflows $ 30,517,006 $ 5,322,042
Future production cost (9,004,910) (1,728,595)
Future development cost (485,116) (75,617)
------------ ------------
Future net cash flows 21,026,980 3,517,830
Discount at 10 percent (8,642,084) (1,383,845)
------------ ------------
Standardized measure $ 12,384,896 $ 2,133,985
============ ============
23
Summary of Changes in the Standardized Measure
2002 2001
Balance, beginning of period $ 2,133,985 $ 0
Changes in value of previous years reserves due to:
Sale of oil and gas production, net of related cost (2,927,679) (114,190)
Extension, discoveries and improved recovery, less
related cost 12,294,650 2,248,175
Accretion of discount 213,399 0
Development costs incurred during the year 29,246 0
Change in estimated development cost (438,745) 0
Revisions of previous estimates (2,065,423) 0
Net change in price 2,021,234 0
Timing and other 1,124,229 0
------------ ------------
Balance, end of period $ 12,384,896 $ 2,133,985
============ ============
24
MEWBOURNE ENERGY PARTNERS 01-A, L.P.
INDEX TO EXHIBITS
Exhibit No. Description
3.1 Form of Certificate of Limited Partnership (filed as
Exhibit 3.1 to Registration Statement on Form S-1, File No.
333-57156 and incorporate herein by reference)
3.2 Form of Certificate of Amendment of the Certificate of
Limited Partnership (filed as Exhibit 3.2 to Registration
Statement on Form S-1, File No. 333-57156 and incorporated
herein by reference)
4.1 Form of Agreement of Partnership (filed as Exhibit 4.1 to
Registration Statement on Form S-1, File No. 333-57156 and
incorporated herein by reference)
4.1.2 Amendment to Agreement of Partnership (filed as Exhibit
4.1.2 to Form 10-K, filed March 2001)
10.1 Form of Drilling Program Agreement (filed as Exhibit 10.1
to Registration Statement on Form S-1, File No. 333-57156
and incorporated herein by reference)
10.3 Form of Operating Agreement (filed as Exhibit 10.3 to
Registration Statement on Form S-1, File No. 333-57156 and
incorporated herein by reference)
99.1* Certifications of Chief Executive Officer
and Chief Financial Officer