Back to GetFilings.com



Table of Contents

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

     
[   ]
 
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)

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 [   ] No

 


Mewbourne Energy Partners 03-A, L.P.

INDEX

         
    Page No.
       
       
    3  
    4  
    5  
    6  
    7  
    9  
    12  
       
    12  
    13  
 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

2


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

Mewbourne Energy Partners 03-A, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Accounting Policies

Reference is hereby made to the Partnership’s 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


Table of Contents

A reconciliation of the Partnership’s 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 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.

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.

8


Table of Contents

Item 2. Management’s 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 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 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


Table of Contents

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


Table of Contents

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 Partnership’s 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  
 
   
 
     
 
 

11


Table of Contents

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

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 MOC’s La Huerta wellbore from proceeding through the underground rock strata where Plaintiffs own oil and gas leasehold interests. Plaintiffs assert MOC’s wellbore would constitute a permanent trespass, causing Plaintiffs irreparable injury and sought to enjoin the drilling of the well. Plaintiffs claim MOC’s 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 MOC’s leasehold area in the S/2 of Section 30. After MOC notified Plaintiffs of MOC’s plans, Plaintiffs asserted that MOC did not have authority to execute its plans without Plaintiffs consent and sued MOC. Plaintiffs refused to consent to MOC’s 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


Table of Contents

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 MOC’s 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 MOC’s 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 court’s ruling, but have not done so. MOC does not believe the court’s 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 court’s 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


Table of Contents

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


Table of Contents

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