UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) |
Registrants Telephone Number, including area code: (903) 561-2900
Not Applicable
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
2
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 Partnerships 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 Programs total capital costs reaches approximately 20%.
The Partnerships financial statements reflect its respective proportionate interest in the Program.
Item 2. Managements 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 Partnerships 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, MDCs 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, MDCs 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 SECs rules and forms. There have been no significant changes in MDCs 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. |
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