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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

     
x  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the quarterly period ended September 30, 2004

Or

     
o   TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the transition period from                                        to                                       

Commission File No. 333-113340

MEWBOURNE ENERGY PARTNERS 04-A, L.P.

     
Delaware   20-0718858

 
 
 
(State or jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)
     
3901 South Broadway, Tyler, Texas   75701

 
 
 
(Address of principal executive offices)   (Zip code)

Registrant’s Telephone Number, including area code: (903) 561-2900

Not Applicable


(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes      o No

 


Mewbourne Energy Partners 04-A, L.P.

INDEX

         
    Page No.
       
       
    3  
    4  
    5  
    6  
    7  
    8  
    10  
       
    10  
    10  
 Certification of CEO Pursuant to Section 302
 Certification of CFO Pursuant to Section 302
 Certification of CEO Pursuant to Section 906
 Certification of CFO Pursuant to Section 906

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Mewbourne Energy Partners 04-A, L.P.

Part I – Financial Information

Item 1. Financial Statements

BALANCE SHEET
September 30, 2004

         
    September 30,
    2004
    (Unaudited)
ASSETS
       
Cash and cash equivalents
  $ 25,833,663  
Accounts receivable, affiliate
    22,705  
 
   
 
 
Total current assets
    25,856,368  
 
   
 
 
Oil and gas properties at cost, full cost method
    2,244,946  
 
   
 
 
 
    2,244,946  
 
   
 
 
Total assets
  $ 28,101,314  
 
   
 
 
LIABILITIES AND PARTNERS’ CAPITAL
       
Accounts payable, affiliate
  $ 632,658  
 
   
 
 
Partners’ capital
       
General partners
    24,914,071  
Limited partners
    2,554,585  
 
   
 
 
Total partners’ capital
    27,468,656  
 
   
 
 
Total liabilities and partners’ capital
  $ 28,101,314  
 
   
 
 

The accompanying notes are an integral part of the financial statements.

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Mewbourne Energy Partners 04-A, L.P.

STATEMENTS OF OPERATIONS
For the three months ended September 30, 2004, and the period from
January 27, 2004 (date of inception) through September 30, 2004
(Unaudited)

                 
    Three Months Ended   Period Ended
    September 30, 2004
  September 30, 2004
Revenues and other income:
               
Interest income
  $ 23,039     $ 23,039  
 
   
 
     
 
 
Total revenues and other income
    23,039       23,039  
 
   
 
     
 
 
Expenses:
               
Lease operating expense
    82       82  
Administrative and general expense
    4,301       4,301  
 
   
 
     
 
 
Net income
  $ 18,656     $ 18,656  
 
   
 
     
 
 
Allocation of net income:
               
General partners
  $ 16,921     $ 16,921  
 
   
 
     
 
 
Limited partners
  $ 1,735     $ 1,735  
 
   
 
     
 
 
Basic and diluted net income per limited and general partner interest (30,000 interests outstanding)
  $ .62     $ .62  
 
   
 
     
 
 

The accompanying notes are an integral part of the financial statements.

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Mewbourne Energy Partners 04-A, L.P.

STATEMENT OF CASH FLOWS
For the period from January 27, 2004 (date of inception)
through September 30, 2004
(Unaudited)

         
    2004
Cash flows from operating activities:
       
Net income
  $ 18,656  
Adjustment to reconcile net income to net cash provided by operating activities:
       
Changes in operating assets and liabilities:
       
Accounts receivable, affiliate
    (22,705 )
 
   
 
 
Net cash used in operating activities
    (4,049 )
 
   
 
 
Cash flows from investing activities:
       
Additions to oil and gas properties
    (1,612,288 )
 
   
 
 
Net cash used in investing activities
    (1,612,288 )
 
   
 
 
Cash flows from financing activities:
       
Capital contributions from partners, net of sales commissions and due diligence fees of $2,550,000
    27,450,000  
 
   
 
 
Net cash provided by financing activities
    27,450,000  
 
   
 
 
Net increase in cash and cash equivalents
    25,833,663  
Cash and cash equivalents, beginning of period
     
 
   
 
 
Cash and cash equivalents, end of period
  $ 25,833,663  
 
   
 
 

The accompanying notes are an integral part of the financial statements.

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Mewbourne Energy Partners 04-A, L.P.

STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
For the period from January 27, 2004 (date of inception)
through September 30, 2004
(Unaudited)

                         
    General   Limited    
    Partners
  Partners
  Total
Partners capital at January 27, 2004 (date of inception)
  $     $     $  
Capital contributions, net of sales commissions and due diligence fees of $2,312,850 and $237,150 respectively
    24,897,150       2,552,850       27,450,000  
Net income
    16,921       1,735       18,656  
 
   
 
     
 
     
 
 
Balance at September 30, 2004
  $ 24,914,071     $ 2,554,585     $ 27,468,656  
 
   
 
     
 
     
 
 

The accompanying notes are an integral part of the financial statements.

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Mewbourne Energy Partners 04-A, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Accounting Policies

In the opinion of management, the accompanying unaudited financial statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position, results of operations, cash flows and partners’ capital for the periods presented. The results of operations for the interim periods are not necessarily indicative of the final results expected for the full year.

2. Accounting for Oil and Gas Producing Activities

Mewbourne Energy Partners 04-A, L.P., (the “Partnership”), a Delaware limited partnership formed on January 27, 2004, is engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico. The offering of limited and general partnership interests began June 10, 2004 as a part of an offering registered under the name Mewbourne Energy Partners 04-05 Drilling Programs and concluded August 20, 2004, with total investor contributions of $30,000,000. In accordance with the partnership agreement sales commission and due diligence fees of $2,550,000 have been netted against investor contributions.

The Partnership follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and non-productive costs incurred in the acquisition, exploration and development of oil and gas properties are capitalized. Depreciation, depletion and amortization of oil and gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and gas properties. At September 30, 2004, approximately $2.2 million of capitalized costs were excluded from amortization, but such wells are expected to be completed in the fourth quarter and included in the amortization base by December 31, 2004. Gains and losses on the sale or other disposition of properties are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and the proved oil and gas reserves. Capitalized costs are subject to a periodic ceiling test that limits such costs to the aggregate of that present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties.

3. Related Party Transactions

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.

The Partnership reimburses MOC for supervision and other operator charges. 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.

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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
    70 %     30 %
All other revenues
    70 %     30 %
Costs and expenses:
               
Sales commissions and due diligence fees (1)
    100 %     0 %
Organization and offering costs (2)
    0 %     100 %
Lease acquisition costs (2)
    0 %     100 %
Tangible and intangible drilling costs (2)
    100 %     0 %
Operating costs, reporting and legal expenses, general and administrative expenses and all other costs
    70 %     30 %

(1) The Partnership will pay sales commissions and due diligence fees of 8% and 0.5%, respectively, of the capital contributions initially made by investor partners in exchange for their respective interests.

(2) As noted above, pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which will approximate 20% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less that 20% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program’s total capital costs reaches approximately 20%.

The Partnership’s financial statements reflect its respective proportionate interest in the Program.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Mewbourne Energy Partners 04-A, L.P. (the “Partnership”) was formed January 27, 2004. The offering of limited and general partnership interests began June 10, 2004 and concluded August 20, 2004, with total investor contributions of $30,000,000. In accordance with the partnership agreement sales commission and due diligence fees of $2,550,000 have been netted against investor contributions.

The Partnership will acquire interests in oil and gas prospects for the purpose of development drilling. At September 30, 2004, 8 wells had been drilled but not completed. An additional 73 wells are expected to be drilled by December 2005.

Additional drilling on the prospects and operations will be conducted with available funds generated from oil and gas activities and initial contributions. No bank borrowings are anticipated. The Partnership had net working capital of $25,223,710 at September 30, 2004.

No cash distributions were made to the investor partners as of September 30, 2004. The Partnership expects that cash distributions will occur as wells are drilled and oil and gas revenues are sufficient to produce cash flows from operations.

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The sale of crude oil and natural gas produced by the Partnership will be affected by a number of factors that are beyond the Partnership’s control. These factors include the price of crude oil and natural gas, the fluctuating supply of and demand for these products, competitive fuels, refining, transportation, extensive federal and state regulations governing the production and sale of crude oil and natural gas, and other competitive conditions. It is impossible to predict with any certainty the future effect of these factors on the Partnership.

Results of Operations

Three months ended September 30, 2004.

Interest income. Interest income was $23,039 during the three month period ended September 30, 2004.

Lease operations. Lease operating expense was $82 during the three month period ended September 30, 2004.

Administrative and general expense. Administrative and general expense was $4,309 during the three month period ended September 30, 2004.

Nine months ended September 30, 2004

Interest income. Interest income was $23,039 during the nine month period ended September 30, 2004.

Lease operations. Lease operating expense was $82 during the nine month period ended September 30, 2004.

Administrative and general expense. Administrative and general expense was $4,309 during the nine month period ended September 30, 2004.

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Item 4. 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.

Part II – Other Information

Item 1. Legal Proceedings

None.

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits filed herewith.

  31.1   Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
 
  31.2   Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
 
  32.1   Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
 
  32.2   Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K

None.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

             
        Mewbourne Energy Partners 04-A, L.P.
 
           
      By:   Mewbourne Development Corporation
Managing General Partner
         
Date: November 11, 2004       
       
  By:   /s/ Alan Clark    
    Alan Clark, Treasurer   

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INDEX TO EXHIBITS

     
EXHIBIT    
NUMBER
  DESCRIPTION
31.1
  Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
 
31.2
  Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
 
32.1
  Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
 
32.2
  Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

12