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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

 

¨ TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission File No. 333-57156

 


 

MEWBOURNE ENERGY PARTNERS 01-A, L.P.

 


 

Delaware   75-2926279

(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    ¨  No

 



Table of Contents

Mewbourne Energy Partners 01-A, L.P.

 

INDEX

 

     Page No.

Part I – Financial Information     
    Item 1.   Financial Statements     
    Balance Sheets - September 30, 2004 (Unaudited) and December 31, 2003    3
    Statements of Operations (Unaudited) - For the three months ended September 30, 2004 and 2003 and the nine months ended September 30, 2004 and 2003    4
    Statements of Cash Flows (Unaudited) - For the nine months ended September 30, 2004 and 2003    5
    Statement of Changes In Partners’ Capital (Unaudited) - For the nine months ended September 30, 2004    6
    Notes to Financial Statements    7
    Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations    9
    Item 4.   Disclosure Controls and Procedures    13
Part II – Other Information     
    Item 1.   Legal Proceedings    13
    Item 6.   Exhibits and Reports on Form 8-K    13

 

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Mewbourne Energy Partners 01-A, L.P.

 

Part I – Financial Information

 

Item 1. Financial Statements

 

BALANCE SHEETS

September 30, 2004 and December 31, 2003

 

     September 30,
2004


    December 31,
2003


 
     (Unaudited)        

ASSETS

                

Cash

   $ 3,271     $ 108  

Accounts receivable, affiliate

     435,567       562,581  
    


 


Total current assets

     438,838       562,689  
    


 


Oil and gas properties at cost, full cost method

     15,368,743       15,381,700  

Less accumulated depreciation, depletion and amortization

     (7,404,154 )     (6,842,913 )
    


 


       7,964,589       8,538,787  
    


 


Total assets

   $ 8,403,427     $ 9,101,476  
    


 


LIABILITIES AND PARTNERS’ CAPITAL

                

Accounts payable, affiliate

   $ 288,902     $ 371,612  
    


 


Asset retirement obligation plugging liability

     318,462       320,712  
    


 


Total limited partners’ capital

     7,796,063       8,409,152  
    


 


Total liabilities and partners’ capital

   $ 8,403,427     $ 9,101,476  
    


 


 

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

 

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Mewbourne Energy Partners 01-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 2003

(Unaudited)

 

     Three Months Ended
September 30,


   Nine Months Ended
September 30,


     2004

   2003

   2004

   2003

Revenues and other income:

                           

Oil and gas sales

   $ 665,555    $ 989,900    $ 2,302,651    $ 3,660,177

Interest income

     88      1,071      369      3,588
    

  

  

  

Total revenues and other income

     665,643      990,971      2,303,020      3,663,765
    

  

  

  

Expenses:

                           

Lease operating expense

     109,723      95,220      277,499      264,543

Production taxes

     54,417      72,862      185,252      290,067

Administrative and general expense

     31,955      42,061      112,850      153,592

Depreciation, depletion, and amortization

     167,191      279,049      561,241      860,859

Asset retirement obligation accretion

     3,160      3,361      8,910      9,713
    

  

  

  

Income before cumulative effect of accounting change

     299,197      498,418      1,157,268      2,084,991
    

  

  

  

Cumulative effect of accounting change

     —        —        —        48,590
    

  

  

  

Net income

   $ 299,197    $ 498,418    $ 1,157,268    $ 2,133,581
    

  

  

  

Basic and diluted income per limited partner interest (15,000 interests outstanding) before cumulative effect of accounting change

   $ 19.95    $ 33.23    $ 77.15    $ 139.00
    

  

  

  

Cumulative effect of accounting change

   $ —      $ —      $ —      $ 3.24
    

  

  

  

Basic and diluted net income per limited partner interest (15,000 interests outstanding)

   $ 19.95    $ 33.23    $ 77.15    $ 142.24
    

  

  

  

 

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

 

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Mewbourne Energy Partners 01-A, L.P.

 

STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2004 and 2003

(Unaudited)

 

     2004

    2003

 

Cash flows from operating activities:

                

Net income

   $ 1,157,268     $ 2,133,581  

Adjustment to reconcile net income to net cash provided by operating activities:

                

Cumulative effect of accounting change

     —         (48,590 )

Depreciation, depletion, and amortization

     561,241       860,859  

Asset retirement obligation accretion

     8,910       9,713  

Changes in operating assets and liabilities:

                

Accounts receivable, affiliate

     127,014       1,017,078  

Accounts payable, affiliate

     (82,710 )     117,567  
    


 


Net cash provided by operating activities

     1,771,723       4,090,208  
    


 


Cash flows from investing activities:

                

Additions to oil and gas properties

     —         (893,083 )

Proceeds from sale of oil and gas properties

     1,797       —    
    


 


Net cash provided by (used in) investing activities

     1,797       (893,083 )
    


 


Cash flows from financing activities:

                

Cash distributions to partners

     (1,770,357 )     (3,152,500 )
    


 


Net cash used in financing activities

     (1,770,357 )     (3,152,500 )
    


 


Net increase in cash

     3,163       44,625  

Cash, beginning of period

     108       20,408  
    


 


Cash, end of period

   $ 3,271     $ 65,033  
    


 


 

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

 

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Mewbourne Energy Partners 01-A, L.P.

 

STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

For the nine months ended September 30, 2004

(Unaudited)

 

     Limited Partners
Total


 

Balance at December 31, 2003

   $ 8,409,152  

Cash distributions

     (1,770,357 )

Net income

     1,157,268  
    


Balance at September 30, 2004

   $ 7,796,063  
    


 

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

 

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Mewbourne Energy Partners 01-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 01-A, L.P., (the “Partnership”), a Delaware limited partnership formed on February 23, 2001, 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 12, 2001 as a part of an offering registered under the name Mewbourne Energy Partners 01-02 Drilling Programs and concluded August 28, 2001, with total investor contributions of $15,000,000. During the quarter ended June 30, 2003, all general partner interests were converted to limited partner interests and accordingly all partnership interests have been reflected in the accompanying financial statements as limited partner interests.

 

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 and 2003 substantially all capitalized costs were subject to 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

 

On January 1, 2003, the Partnership adopted Statement of Financial Accounting Standard No. 143 (“FAS 143”), “Accounting for Asset Retirement Obligations.” This statement changes the financial accounting and reporting obligations associated with the retirement and disposal of long-lived assets, including the Partnership’s oil and gas properties, and the associated asset retirement costs.

 

A liability for the estimated fair value of the future plugging and abandonment costs is recorded with a corresponding increase in the full cost pool at the time a new well is drilled. Depreciation expense associated with estimated plugging and abandonment costs is recognized in accordance with the full cost methodology.

 

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The Partnership estimates a liability for plugging and abandonment costs 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.

 

Upon adoption of FAS 143 on January 1, 2003, the Partnership recorded a discounted liability of $297,742, increased the net full cost pool by $346,332 and recognized a one-time cumulative effect adjustment of $(48,590). The increase in the net full cost pool included $182,214 for the reversal of accumulated depreciation related to the inclusion of estimated salvage value of equipment on the Partnership’s oil and gas properties. Prior to the adoption of FAS 143, the Partnership assumed salvage value approximated plugging and abandonment costs and as a result was not included in the full cost pool.

 

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the nine months ended September 30, 2004 and the year ended December 31, 2003, is as follows:

 

     2004

    2003

Balance, beginning of period

   $ 320,712     $ 297,742

Sale of oil and gas properties

     (11,160 )     —  

Liabilities incurred

     —         9,895

Accretion expense

     8,910       13,075
    


 

Balance, end of period

   $ 318,462     $ 320,712
    


 

 

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.

 

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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

   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.

 

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

 

Liquidity and Capital Resources

 

Mewbourne Energy Partners 01-A, L.P. (the “Partnership”) was formed February 23, 2001. The offering of limited and general partnership interests began June 12, 2001 and concluded August 28, 2001, with total investor contributions of $15,000,000. During the quarter ended June 30, 2003, all general partner interests were converted to limited partner interests and accordingly all partnership interests have been reflected in the accompanying financial statements as limited partner interests.

 

The Partnership has acquired interests in oil and gas prospects for the purpose of development drilling. The Partnership participated in the drilling of 44 wells. 39 wells were productive and 5 wells were abandoned. Of the 39 productive wells, 38 were producing and 1 was plugged and abandoned at September 30, 2004.

 

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 $149,936 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 $1,770,357 as compared to $3,152,500 for the nine months ended 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.

 

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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 as compared to the three months ended September 30, 2003.

 

Oil and gas revenues.

 

     Three Months Ended September 30,

     2004

   2003

Oil and gas sales

   $ 665,555    $ 989,900

Barrels produced

     1,012      3,192

Mcf produced

     117,441      192,679

Average price/bbl

   $ 43.65    $ 28.89

Average price/mcf

   $ 5.29    $ 4.66

 

As shown in the table above, total oil and gas sales decreased $324,345 (32.8%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. Of this decrease, $95,130 and $397,914, respectively, were related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 2,180 bbls of oil and 75,238 mcf of gas for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. The decrease in volumes of oil sold was primarily due to a substantial decline in the production of two wells. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a substantial decline in the production of three wells, and the decrease was partially offset by the addition of one well late in the quarter ended September 30, 2003. The wells with a substantial decline in production are not expected to return to previously high levels of production. These decreases were partially offset by increases of $47,111 and $121,588, respectively, related to increases in the average prices of oil and gas sold. Average oil and gas prices increased to $43.65 per bbl and $5.29 per mcf for the three months ended September 30, 2004 from $28.89 per bbl and $4.66 per mcf for the three months ended September 30, 2003.

 

Interest income. Interest income was $88 during the three months ended September 30, 2004 as compared to $1,071 during the three month 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 $109,723 as compared to $95,220 for the period ended September 30, 2003. Production taxes during the period ended September 30, 2004 total $54,417 compared to $72,862 for the period ended September 30, 2003. Lease operating expense increased due to well repair and maintenance expenses for two wells in the period ended September 30, 2004. The decrease in production taxes is due to the decrease in oil and gas revenues.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended September 30, 2004 total $167,191 compared to $279,049 for the three month period ended September 30, 2003. The decrease is due to the decline in production volumes.

 

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Administrative and general expense. Administrative and general expense for the three month period ended September 30, 2004 total $31,955 compared to $42,061 for the period ended September 30, 2003. The overall decrease is due to reduced administrative charges caused by decreased oil and gas revenues. This is slightly offset by higher general expenses for reporting costs.

 

Nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003.

 

Oil and gas revenues.

 

     Nine Months Ended September 30,

     2004

   2003

Oil and gas sales

   $ 2,302,651    $ 3,660,177

Barrels produced

     4,080      12,520

Mcf produced

     409,403      628,551

Average price/bbl

   $ 37.19    $ 30.15

Average price/mcf

   $ 5.25    $ 5.22

 

As shown in the table above, total oil and gas sales decreased $1,357,526 (37.1%) for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. Of this decrease, $313,892 and $1,148,982, respectively, were related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 8,440 bbls of oil and 219,148 mcf of gas for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. The decrease in volumes of oil sold was primarily due to a substantial decline in the production of two wells. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a substantial decline in the production of two wells, and the decrease was partially offset by the addition of one well late in the quarter ended September 30, 2003. The wells with a substantial decline in production are not expected to return to previously high levels of production. These decreases were partially offset by increases of $88,200 and $17,148, respectively, related to increases in the average prices of oil and gas sold. Average oil and gas prices increased to $37.19 per bbl and $5.25 per mcf for the nine months ended September 30, 2004 from $30.15 per bbl and $5.22 per mcf for the nine months ended September 30, 2003.

 

Interest income. Interest income was $369 during the nine months ended September 30, 2004 as compared to $3,588 during the nine month 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 $277,499 and was comparative to $264,543 for the period ended September 30, 2003. Production taxes during the period ended September 30, 2004 total $185,252 compared to $290,067 for the period ended September 30, 2003. The decrease in production taxes is due to the decrease in oil and gas revenues.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the nine month period ended September 30, 2004 total $561,241 compared to $860,859 for the nine month period ended September 30, 2003. The decrease is due to the decline in production volumes.

 

Administrative and general expense. Administrative and general expense for the nine month period ended September 30, 2004 total $112,850 compared to $153,592 for the period ended September 30, 2003. The overall decrease is due to reduced administrative charges caused by decreased oil and gas revenues. This is slightly offset by higher general expenses for reporting costs.

 

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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.

 

Upon adoption of FAS 143 on January 1, 2003, the Partnership recorded a discounted liability of $297,742, increased the net full cost pool by $346,332 and recognized a one-time cumulative effect adjustment of $(48,590). The increase in the net full cost pool included $182,214 for the reversal of accumulated depreciation related to the inclusion of estimated salvage value of equipment on the Partnership’s oil and gas properties. Prior to the adoption of FAS 143, the Partnership assumed salvage value approximated plugging and abandonment costs and as a result was not included in the full cost pool.

 

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the nine months ended September 30, 2004 and the year ended December 31, 2003, is as follows:

 

     2004

    2003

Balance, beginning of period

   $ 320,712     $ 297,742

Sale of oil and gas properties

     (11,160 )     —  

Liabilities incurred

     —         9,895

Accretion expense

     8,910       13,075
    


 

Balance, end of period

   $ 318,462     $ 320,712
    


 

 

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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 01-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.

 

15