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
[ ]
|
TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
|
For the transition period from __________________ to ______________ |
Commission File No. 333-85994-01
MEWBOURNE ENERGY PARTNERS 03-A, L.P.
Delaware | 27-0055431 | |
(State or jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | 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 [ ] No
Mewbourne Energy Partners 03-A, L.P.
INDEX
2
Mewbourne Energy Partners 03-A, L.P.
Part I Financial Information
Item 1. Financial Statements
BALANCE SHEETS
September 30, 2004 and December 31, 2003
September 30, | December 31, | |||||||
2004 |
2003 |
|||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 389,122 | $ | 5,551,936 | ||||
Accounts receivable, affiliate |
1,439,134 | 307,252 | ||||||
Total current assets |
1,828,256 | 5,859,188 | ||||||
Prepaid well costs |
| 4,128,424 | ||||||
Oil and gas properties at cost,
full cost method |
18,424,583 | 8,661,943 | ||||||
Less accumulated depreciation,
depletion and amortization |
(2,320,270 | ) | (256,734 | ) | ||||
16,104,313 | 8,405,209 | |||||||
Total assets |
$ | 17,932,569 | $ | 18,392,821 | ||||
LIABILITIES AND PARTNERS CAPITAL |
||||||||
Accounts payable, affiliate |
$ | 331,053 | $ | 328,517 | ||||
Asset retirement obligation plugging liability |
363,123 | 145,139 | ||||||
Partners capital |
||||||||
General partners |
15,425,494 | 16,034,671 | ||||||
Limited partners |
1,812,899 | 1,884,494 | ||||||
Total partners capital |
17,238,393 | 17,919,165 | ||||||
Total liabilities and partners capital |
$ | 17,932,569 | $ | 18,392,821 | ||||
The accompanying notes are an integral part of the financial statements.
3
Mewbourne Energy Partners 03-A, L.P.
STATEMENTS OF OPERATIONS
For the three months ended September 30, 2004 and 2003, and
the nine months ended September 30, 2004 and the period from
February 19, 2003 (date of inception) through September 30, 2003
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2004 |
2003 |
2004 |
2003 |
|||||||||||||
Revenues and other income: |
||||||||||||||||
Oil and gas sales |
$ | 2,094,420 | $ | 18,645 | $ | 5,468,110 | $ | 18,645 | ||||||||
Interest income |
3,222 | 14,450 | 19,289 | 14,450 | ||||||||||||
Total revenues and other income |
2,097,642 | 33,095 | 5,487,399 | 33,095 | ||||||||||||
Expenses: |
||||||||||||||||
Lease operating expense |
136,132 | 707 | 282,514 | 707 | ||||||||||||
Production taxes |
177,910 | 1,787 | 453,747 | 1,787 | ||||||||||||
Administrative and general expense |
78,086 | 2,627 | 145,504 | 2,627 | ||||||||||||
Depreciation, depletion, and amortization |
817,222 | 11,071 | 2,063,536 | 11,071 | ||||||||||||
Cost ceiling write-down |
| 83,645 | | 83,645 | ||||||||||||
Asset retirement obligation accretion |
6,601 | 554 | 16,779 | 554 | ||||||||||||
Net income (loss) |
$ | 881,691 | $ | (67,296 | ) | $ | 2,525,319 | $ | (67,296 | ) | ||||||
Allocation of net income: |
||||||||||||||||
General partners |
$ | 788,967 | $ | (60,219 | ) | $ | 2,259,740 | $ | (60,219 | ) | ||||||
Limited partners |
$ | 92,724 | $ | (7,077 | ) | $ | 265,579 | $ | (7,077 | ) | ||||||
Basic and diluted net income (loss)
per limited and general partner interest
(18,000 interests outstanding) |
$ | 48.98 | $ | (3.74 | ) | $ | 140.30 | $ | (3.74 | ) | ||||||
The accompanying notes are an integral part of the financial statements.
4
Mewbourne Energy Partners 03-A, L.P.
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2004 and the period from
February 19, 2003 (date of inception) through September 30, 2003
(Unaudited)
2004 |
2003 |
|||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 2,525,319 | $ | (67,296 | ) | |||
Adjustment to reconcile net income (loss) to net cash
provided by operating activities: |
||||||||
Depreciation, depletion, and amortization |
2,063,536 | 11,071 | ||||||
Cost ceiling write-down |
| 83,645 | ||||||
Asset retirement obligation accretion |
16,779 | 554 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, affiliate |
(1,131,882 | ) | (18,645 | ) | ||||
Accounts payable, affiliate |
2,536 | 1,786 | ||||||
Net cash provided by operating activities |
3,476,288 | 11,115 | ||||||
Cash flows from investing activities: |
||||||||
Additions to oil and gas properties |
(5,433,011 | ) | (1,906,099 | ) | ||||
Net cash used in investing activities |
(5,433,011 | ) | (1,906,099 | ) | ||||
Cash flows from financing activities: |
||||||||
Capital contributions from partners |
| 18,000,000 | ||||||
Cash distributions to partners |
(3,206,091 | ) | | |||||
Net cash provided by (used in) financing activities |
(3,206,091 | ) | 18,000,000 | |||||
Net increase (decrease) in cash and cash equivalents |
(5,162,814 | ) | 16,105,016 | |||||
Cash and cash equivalents, beginning of period |
5,551,936 | | ||||||
Cash and cash equivalents, end of period |
$ | 389,122 | $ | 16,105,016 | ||||
The accompanying notes are an integral part of the financial statements.
5
Mewbourne Energy Partners 03-A, L.P.
STATEMENT OF CHANGES IN PARTNERS CAPITAL
For the nine months ended September 30, 2004
(Unaudited)
General | Limited | |||||||||||
Partners |
Partners |
Total |
||||||||||
Balance at December 31, 2003 |
$ | 16,034,671 | $ | 1,884,494 | $ | 17,919,165 | ||||||
Cash distributions |
(2,868,917 | ) | (337,174 | ) | (3,206,091 | ) | ||||||
Net income |
2,259,740 | 265,579 | 2,525,319 | |||||||||
Balance at September 30, 2004 |
$ | 15,425,494 | $ | 1,812,899 | $ | 17,238,393 | ||||||
The accompanying notes are an integral part of the financial statements.
6
Mewbourne Energy Partners 03-A, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Policies
Reference is hereby made to the Partnerships Annual Report on Form 10-K for 2003, which contains a summary of significant accounting policies followed by the partnership in the preparation of its financial statements. These policies are also followed in preparing the quarterly report included herein.
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 03-A, L.P., (the Partnership), a Delaware limited partnership formed on February 19, 2003, 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 May 16, 2003 as a part of an offering registered under the name Mewbourne Energy Partners 02-03 Drilling Programs and concluded July 9, 2003, with total investor contributions of $18,000,000.
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 $0.2 million of capitalized costs were excluded from amortization, while at September 30, 2003, approximately $1.3 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 a quarterly 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. Asset Retirement Obligations
In accordance with FAS 143, the Partnership has recognized an estimated liability for future oil and gas well plugging and abandonment costs. The estimated liability is based on historical experience and estimated well life. The liability is discounted using the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in well plugging and abandonment costs or well useful lives, or if federal or state regulators enact new well restoration requirements. The Partnership recognizes accretion expense in connection with the discounted liability over the remaining life of the well.
7
A reconciliation of the Partnerships liability for well plugging and abandonment costs for the nine months ended September 30, 2004 and the period from February 19, 2003 (date of inception) through December 31, 2003, is as follows:
2004 |
2003 |
|||||||
Balance, beginning of period |
$ | 145,139 | $ | | ||||
Liabilities incurred |
201,205 | 136,420 | ||||||
Accretion expense |
16,779 | 8,719 | ||||||
Balance, end of period |
$ | 363,123 | $ | 145,139 | ||||
4. 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.
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 Programs total capital costs reaches approximately 30%.
The Partnerships financial statements reflect its respective proportionate interest in the Program.
8
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Mewbourne Energy Partners 03-A, L.P. (the Partnership) was formed February 19, 2003. The offering of limited and general partnership interests began May 16, 2003 and concluded July 9, 2003, with total investor contributions of $18,000,000.
The Partnership has acquired interests in oil and gas prospects for the purpose of development drilling. At September 30, 2004, 61 wells had been drilled and were productive and 7 wells were drilled and abandoned.
Future capital requirements and operations will be conducted with available funds generated from oil and gas activities. No bank borrowing is anticipated. The Partnership had net working capital of $1,497,203 at September 30, 2004.
During the nine months ended September 30, 2004, the Partnership made cash distributions to the investor partners in the amount of $3,206,091. No distributions were made during the period from February 19, 2003 (date of inception) through September 30, 2003. The Partnership expects that cash distributions will continue during 2004 as additional oil and gas revenues are sufficient to produce cash flows from operations.
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 as compared to the three months ended September 30, 2003.
Oil and gas revenues. Oil and gas revenues during the three months ended September 30, 2004 totaled $2,094,420. Production volumes during the period were approximately 4,009 bbls of oil and 368,820 mcf of gas at corresponding average realized prices of $43.62 per bbl of oil and $5.20 per mcf of gas. Oil and gas revenues during the three months ended September 30, 2003 totaled $18,645. Production volumes during the period were approximately 4,194 mcf of gas at a corresponding average realized price of $4.45 per mcf of gas. Oil and gas revenues increased primarily due to additional wells being drilled and completed in 2004.
Interest income. Interest income was $3,222 during the three month period ended September 30, 2004 as compared to $14,450 during the three month period ended September 30, 2003. The decrease is primarily due to the decrease in funds available for investment.
9
Lease operations and production taxes. Lease operating expense during the period ended September 30, 2004 totaled $136,132 as compared to $707 for the period ended September 30, 2003. Production taxes during the period ended September 30, 2004 total $177,910 compared to $1,787 for the period ended September 30, 2003. Lease operating expense and production taxes increased as additional wells were drilled and completed in 2004.
Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended September 30, 2004 total $817,222 compared to $11,071 for the three month period ended September 30, 2003. The increase is due to the additional wells drilled and producing and therefore depleting their reserves.
Administrative and general expense. Administrative and general expense for the three month period ended September 30, 2004 total $78,086 compared to $2,627 for the period ended September 30, 2003. The partnership is charged overhead based on 3.5% of gross oil and gas revenue by the operator. Thereby the increase in administrative and general expenses is due to the increase in oil and gas revenues.
Nine months ended September 30, 2004 as compared to the period from February 19, 2003 (date of inception) through ended September 30, 2003.
Oil and gas revenues. Oil and gas revenues during the nine months ended September 30, 2004 totaled $5,468,110. Production volumes during the period were approximately 15,639 bbls of oil and 923,886 mcf of gas at corresponding average realized prices of $37.86 per bbl of oil and $5.28 per mcf of gas. Oil and gas revenues during the period ended September 30, 2003 totaled $18,645. Production volumes during the period were approximately 4,194 mcf of gas at a corresponding average realized price of $4.45 per mcf of gas. Oil and gas revenues increased primarily due to additional wells being drilled and completed in 2004.
Interest income. Interest income was $19,289 during the nine month period ended September 30, 2004 as compared to $14,450 during the period ended September 30, 2003. The decrease is primarily due to the decrease in funds available for investment.
Lease operations and production taxes. Lease operating expense during the period ended September 30, 2004 totaled $282,514 as compared to $707 for the period ended September 30, 2003. Production taxes during the period ended September 30, 2004 total $453,747 compared to $1,787 for the period ended September 30, 2003. Lease operating expense and production taxes increased as additional wells were drilled and completed in 2004.
Depreciation, depletion and amortization. Depreciation, depletion and amortization for the nine month period ended September 30, 2004 total $2,063,536 compared to $11,071 for the period ended September 30, 2003. The increase is due to the additional wells drilled and producing and therefore depleting their reserves.
Administrative and general expense. Administrative and general expense for the nine month period ended September 30, 2004 total $145,504 compared to $2,627 for the period ended September 30, 2003. The partnership is charged overhead based on 3.5% of gross oil and gas revenue by the operator. Thereby the increase in administrative and general expenses is due to the increase in oil and gas revenues.
10
Asset Retirement Obligation
In accordance with FAS 143, the Partnership has recognized an estimated liability for future oil and gas well plugging and abandonment costs (see Note 3). The estimated liability is based on historical experience and estimated well lives. The liability is discounted using the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in well plugging and abandonment costs or well useful lives, or if federal or state regulators enact new well restoration requirements.
A reconciliation of the Partnerships liability for well plugging and abandonment costs for the nine months ended September 30, 2004 and the period from February 19, 2003 (date of inception) through December 31, 2003, is as follows:
2004 |
2003 |
|||||||
Balance, beginning of period |
$ | 145,139 | $ | | ||||
Liabilities incurred |
201,205 | 136,420 | ||||||
Accretion expense |
16,779 | 8,719 | ||||||
Balance, end of period |
$ | 363,123 | $ | 145,139 | ||||
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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
1. Faulconer Resources 2000, LP, et al. v. Mewbourne Oil Company; No. CV-2004-56 JWF; In the Fifth Judicial District Court, Eddy County New Mexico
Plaintiffs Faulconer filed suit February 13, 2004 for Declaratory Judgment, Tortious Interference with Leasehold Interest, Temporary Restraining Order and Preliminary Injunction, seeking direct and consequential damages for breach of duties, attorneys fees and punitive damages for tortious interference with malice. Plaintiffs sought an injunction to deny Mewbourne Oil Company (MOC) the opportunity to drill its La Huerta 30 Fee Com. No. 1-Y well, in which the Partnership owns a working interest.
Plaintiffs claim that MOC had no right to cause the wellbore of the La Huerta well to traverse the underground rock strata in the SE/4 of Section 19 and the NE/4 of Section 30 on its way to a bottom hole location in the SE/4 of Section 30, all in Township 21 South, Range 27 East, Eddy County, New Mexico. Plaintiffs own no interest in the SE/4 of Section 30, but do own oil and gas leasehold interests in the SE/4 of Section 19 and the NE/4 of Section 30, subject to a current Farmout Agreement with MOC as Farmee and Plaintiffs as Farmor. Plaintiffs claim the right to exclude MOCs La Huerta wellbore from proceeding through the underground rock strata where Plaintiffs own oil and gas leasehold interests. Plaintiffs assert MOCs wellbore would constitute a permanent trespass, causing Plaintiffs irreparable injury and sought to enjoin the drilling of the well. Plaintiffs claim MOCs filing of an application to drill the well with regulatory bodies constituted a deliberate and malicious interference with the contractual relationships between Plaintiffs and their lessors.
MOC believes it had the right to drill its La Huerta well. The bottom hole location for the well is within a residential area nearby the city of Carlsbad, New Mexico. A surface location for the well within the SE/4 of Section 30 was not feasible or appropriate due to the proximity of residences and the inability to construct and use a natural gas pipeline to gather and transport natural gas produced by the well. Thus, MOC applied to the New Mexico Oil Conservation Division and received a permit to drill a deviated well from a surface location within the SE/4 of Section 19, for which MOC had acquired a surface use easement and agreement. The wellbore traversed the SE/4 of Section 19 and the NE/4 of Section 30 before entering MOCs leasehold area in the S/2 of Section 30. After MOC notified Plaintiffs of MOCs plans, Plaintiffs asserted that MOC did not have authority to execute its plans without Plaintiffs consent and sued MOC. Plaintiffs refused to consent to MOCs wellbore path unless MOC were to give Plaintiffs a substantial working interest in the La Huerta well.
Plaintiffs presented their application for preliminary injunction to the court on March 3, 2004. MOC vigorously contested Plaintiffs claims. MOC believes that Plaintiffs have no
12
right to block the drilling of the La Huerta well unless Plaintiffs can show that their leasehold rights in the SE/4 of Section 19 and the NE/4 of Section 30 would be interfered with unreasonably by MOCs well. MOC further believes Plaintiffs failed to prove such unreasonable interference would occur as a result of the drilling of the La Huerta well. By Order dated March 17, 2004, the court denied Plaintiffs application for injunctive relief, finding that MOC would not be trespassing upon Plaintiffs oil and gas leasehold estates, that MOCs operations would not interfere with operation of Plaintiffs oil and gas leasehold interests, either surface or subsurface, and that Plaintiffs would not suffer irreparable damage in any respect. Plaintiffs advised MOC that they would appeal the courts ruling, but have not done so. MOC does not believe the courts order will be reversed on appeal. Accordingly, MOC drilled and completed the La Huerta 30 No. 1-Y well as a commercial gas well in keeping with the courts order and to prevent drainage and protect its correlative rights. The drilling and completion of the well proceeded without incident or injury to Plaintiffs existing wells in the area. The plaintiffs did not pursue their claims and the case has been dismissed.
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.
13
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 03-A, L.P. | ||||
By: | Mewbourne Development Corporation | |||
Managing General Partner | ||||
Date: November 11, 2004 |
||||
By: | /s/ Alan Clark | |||
Alan Clark, Treasurer |
14
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. |
15