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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 March 31, 2005

 

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
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 03-A, L.P.

 

INDEX

 

         Page No.

Part I    –

 

Financial Information

    

    Item 1.

 

Financial Statements

    
   

Balance Sheets - March 31, 2005 (Unaudited) and December 31, 2004

   3
   

Statements of Operations (Unaudited) - For the three months ended March 31, 2005 and 2004

   4
   

Statements of Cash Flows (Unaudited) - For the three months ended March 31, 2005 and 2004

   5
   

Statement of Changes In Partners’ Capital (Unaudited) - For the three months ended March 31, 2005

   6
   

Notes to Financial Statements

   7

    Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   10

    Item 4.

 

Disclosure Controls and Procedures

   12

Part II    –

 

Other Information

    

    Item 1.

 

Legal Proceedings

   12

    Item 6.

 

Exhibits and Reports on Form 8-K

   12

 

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Mewbourne Energy Partners 03-A, L.P.

 

Part I - Financial Information

 

Item 1. Financial Statements

 

BALANCE SHEETS

March 31, 2005 and December 31, 2004

 

    

March 31,

2005


   

December 31,

2004


 
     (Unaudited)        

ASSETS

                

Cash and cash equivalents

   $ 6,606     $ 3,652  

Accounts receivable, affiliate

     966,106       1,689,829  
    


 


Total current assets

     972,712       1,693,481  
    


 


Prepaid well cost

     —         45,685  
    


 


Oil and gas properties at cost, full cost method

     18,826,689       18,628,370  

Less accumulated depreciation, depletion and amortization

     (3,536,816 )     (2,996,599 )
    


 


       15,289,873       15,631,771  
    


 


Total assets

   $ 16,262,585     $ 17,370,937  
    


 


LIABILITIES AND PARTNERS’ CAPITAL

                

Accounts payable, affiliate

   $ 96,328     $ 327,467  
    


 


Asset retirement obligation plugging liability

     387,664       379,022  
    


 


Partners’ capital

                

General partners

     —         14,911,908  

Limited partners

     15,778,593       1,752,540  
    


 


Total partners’ capital

     15,778,593       16,664,448  
    


 


Total liabilities and partners’ capital

   $ 16,262,585     $ 17,370,937  
    


 


 

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

 

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Mewbourne Energy Partners 03-A, L.P.

 

STATEMENTS OF OPERATIONS

For the three months ended March 31, 2005 and 2004

(Unaudited)

 

    

Three Months Ended

March 31,


     2005

   2004

Revenues and other income:

             

Oil and gas sales

   $ 1,551,056    $ 1,113,627

Interest income

     1,184      9,234
    

  

Total revenues and other income

     1,552,240      1,122,861
    

  

Expenses:

             

Lease operating expense

     110,502      56,326

Production taxes

     118,432      96,755

Administrative and general expense

     80,407      19,799

Depreciation, depletion, and amortization

     540,217      477,838

Asset retirement obligation accretion

     6,465      4,918
    

  

Net income

   $ 696,217    $ 467,225
    

  

Allocation of net income:

             

General partners

   $ —      $ 418,089
    

  

Limited partners

   $ 696,217    $ 49,136
    

  

Basic and diluted net income per limited and general partner interest (18,000 interests outstanding)

   $ 38.68    $ 25.96
    

  

 

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

 

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Mewbourne Energy Partners 03-A, L.P.

 

STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2005 and 2004

(Unaudited)

 

     2005

    2004

 

Cash flows from operating activities:

                

Net income

   $ 696,217     $ 467,225  

Adjustment to reconcile net income to net cash provided by (used in) operating activities:

                

Depreciation, depletion, and amortization

     540,217       477,838  

Asset retirement obligation accretion

     6,465       4,918  

Changes in operating assets and liabilities:

                

Accounts receivable, affiliate

     723,723       (824,836 )

Accounts payable, affiliate

     (231,139 )     (328,517 )
    


 


Net cash provided by (used in) operating activities

     1,735,483       (203,372 )
    


 


Cash flows from investing activities:

                

Purchase and development of oil and gas properties

     (150,457 )     (576,026 )
    


 


Net cash used in investing activities

     (150,457 )     (576,026 )
    


 


Cash flows from financing activities:

                

Cash distributions to partners

     (1,582,072 )     (635,000 )
    


 


Net cash used in financing activities

     (1,582,072 )     (635,000 )
    


 


Net increase (decrease) in cash and cash equivalents

     2,954       (1,414,398 )

Cash and cash equivalents, beginning of period

     3,652       5,551,936  
    


 


Cash and cash equivalents, end of period

   $ 6,606     $ 4,137,538  
    


 


 

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

 

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Mewbourne Energy Partners 03-A, L.P.

 

STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

For the three months ended March 31, 2005

(Unaudited)

 

     General
Partners


    Limited
Partners


    Total

 

Balance at December 31, 2004

   $ 14,911,908     $ 1,752,540     $ 16,664,448  

Conversion of general partner interests to limited partner interests

     (14,911,908 )     14,911,908       —    

Cash distributions

     —         (1,582,072 )     (1,582,072 )

Net income

     —         696,217       696,217  
    


 


 


Balance at March 31, 2005

   $ —       $ 15,778,593     $ 15,778,593  
    


 


 


 

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

 

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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 2004, 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 is engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, and was organized on February 19, 2003. 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, (the “Program”), and concluded July 9, 2003, with total investor contributions of $18,000,000 originally being sold to 710 subscribers of which $16,107,005 were sold to 644 subscribers as general partner interests and $1,892,995 were sold to 66 subscribers as limited partner interests. During the quarter ended March 31, 2005, 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 March 31, 2005 and 2004 substantially all capitalized costs were subject to amortization. Proceeds from the sale or other disposition of properties are credited to the full cost pool. 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 the present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties.

 

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3. Asset Retirement Obligations

 

In accordance with FAS 143, the Partnership has recognized an estimated liability for future 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.

 

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the three months ended March 31, 2005 and 2004, is as follows:

 

     2005

   2004

Balance, beginning of period

   $ 379,022    $ 145,139

Liabilities incurred

     2,177      148,259

Accretion expense

     6,465      4,918
    

  

Balance, end of period

   $ 387,664    $ 298,316
    

  

 

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.

 

In the ordinary course of business, MOC will incur certain costs that will be passed on to well owners of the well on which the costs were incurred. The partnership will receive their portion of these costs based upon their ownership in each well incurring the costs. These costs are referred to as Operator charges and are standard and customary in the oil and gas industry. Operator charges include recovery of gas marketing costs, fixed rate overhead, supervision, pumping, and equipment furnished by the Operator. 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 a Drilling Program Agreement, 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.

 

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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. During the quarter ended March 31, 2005, 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 71 wells. 64 wells have 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 $876,384 at March 31, 2005.

 

During the three months ended March 31, 2005, the Partnership made cash distributions to the investor partners in the amount of $1,582,072 as compared to $635,000 for the three months ended March 31, 2004. The Partnership expects that cash distributions will continue during 2005 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.

 

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Results of Operations

 

Three months ended March 31, 2005 as compared to the three months ended March 31, 2004.

 

Oil and gas revenues.

 

    

Three Months Ended

March 31,


     2005

   2004

Oil and gas sales

   $ 1,551,056    $ 1,113,627

Barrels produced

     2,991      3,553

Mcf produced

     245,802      195,366

Average price/bbl

   $ 47.60    $ 33.60

Average price/mcf

   $ 5.73    $ 5.09

 

As shown in the table above, total oil and gas sales increased $437,429 (39.3%) for the three months ended March 31, 2005 as compared to the three months ended March 31, 2004. Of this increase, $289,239 was related to increases in volumes of gas sold slightly offset by a decrease of $26,740 attributable to lower volumes of oil sold. Volumes of oil decreased 562 bbls of oil and volumes of gas increased 50,436 mcf of gas for the three months ended March 31, 2005 as compared to the three months ended March 31, 2004. The decrease in volumes of oil sold was primarily due to a substantial decline in the production of five wells. The increase in volumes of gas sold was primarily due to the addition of 25 new wells completed since March 31, 2004. The increase in oil and gas sales is also attributable to increases of $49,744 and $125,186, respectively, related to increases in the average prices of oil and gas sold. Average oil and gas prices increased to $47.60 per bbl and $5.73 per mcf for the three months ended March 31, 2005 from $33.60 per bbl and $5.09 per mcf for the three months ended March 31, 2004.

 

Interest income. Interest income was $1,184 during the three months ended March 31, 2005 as compared to $9,234 during the three month period ended March 31, 2004. 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 March 31, 2005 totaled $110,502 as compared to $56,326 for the period ended March 31, 2004. Production taxes during the period ended March 31, 2005 total $118,432 compared to $96,755 for the period ended March 31, 2004. Lease operating expense increased primarily due to the addition of 25 new wells from the period March 31, 2004 through March 31, 2005. The increase in production taxes is due to the increase in oil and gas revenues.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended March 31, 2005 total $540,217 compared to $477,838 for the three month period ended March 31, 2004. The increase is due to the increase in production volumes.

 

Administrative and general expense. Administrative and general expense for the three month period ended March 31, 2005 total $80,407 compared to $19,799 for the period ended March 31, 2004. The overall increase is due to increased administrative charges caused by increased oil and gas revenues. The increase was also related to higher general expenses for reporting costs.

 

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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 03-A, L.P.
    By:   Mewbourne Development Corporation
        Managing General Partner
Date: May 12, 2005        
    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.

 

14