UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
[ X ]
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended
December 31, 2003
or
[ ]
|
TRANSITION
REPORT PURSUANT 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 other 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
Securities registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the act:
Limited and general partnership interest $1,000 per interest
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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
No market currently exists for the limited and general partnership interest of the registrant. Based on original purchase price the aggregate market value of limited and general partnership interest owned by non-affiliates of the registrant is $18,000,000.
The following documents are incorporated by reference into the indicated parts of this Annual Report on Form 10-K: Part of the information called for by Part IV of the Annual Report on Form 10-K is incorporated by reference from the Registrants Registration Statement on Form S-1, File No. 333-85994-01.
1
PART I
ITEM 1. Business
Mewbourne Energy Partners 03-A, L.P. (the Registrant) is a limited partnership organized under the laws of the State of Delaware on February 19, 2003 (date of inception). Its managing general partner is Mewbourne Development Corporation, a Delaware corporation (MD).
A Registration Statement was filed pursuant to the Securities Act of 1933, as amended, registering limited and general partnership interests in a series of two Delaware limited partnerships formed under Mewbourne Energy 02-03 Drilling Programs. General and limited partnership interests were offered at $1,000 each. The maximum offering amount was $18,000,000 (18,000 interests) per partnership. The Registrant was declared effective by the Securities and Exchange Commission on May 16, 2003. On July 9, 2003, the offering of limited and general partnership interests in the Registrant was closed, with interests aggregating $18,000,000 being sold to 710 subscribers of which $16,107,000 were sold to 644 subscribers as general partner interests and $1,893,000 were sold to 66 subscribers as limited partner interests.
The Registrant engages primarily in oil and gas development and production and is not involved in any other industry segment. See the selected financial data in Item 6 and the financial statements in Item 8 of this report for a summary of the Registrants revenue, income and identifiable assets.
The Registrant has acquired interests in oil and gas prospects for the purpose of development drilling. At December 31, 2003, 23 wells had been drilled and were productive and 7 wells were drilled and abandoned. The following table summarizes the Registrants drilling activity from February 19, 2003 (date of inception) through December 31, 2003:
| Gross |
Net |
|||||||||||||||
| Dry |
Productive |
Dry |
Productive |
|||||||||||||
Development wells |
7 | 23 | 1.542 | 4.211 | ||||||||||||
The sale of crude oil and natural gas produced by the Registrant will be affected by a number of factors that are beyond the Registrants 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 Registrant.
The Registrant does not have long-term contracts with purchasers of its crude oil or natural gas. The market for crude oil is such that the Registrant anticipates it will be able to sell all the crude oil it can produce. Natural gas will be sold to local distribution companies, gas marketers and end users on the spot market. The spot market reflects immediate sales of natural gas without long-term contractual commitments. The future market condition for natural gas cannot be predicted with any certainty, and the Registrant may experience delays in marketing natural gas production and fluctuations in natural gas prices.
Many aspects of the Registrants activities are highly competitive including, but not limited to, the acquisition of suitable drilling prospects and the procurement of drilling and related oil field equipment, and are subject to governmental regulation, both at Federal and state levels. The Registrants ability to compete depends on its financial resources and on the managing general partners staff and facilities, none of which are significant in comparison with those of the oil and gas exploration, development and production industry as a whole. Federal and state regulation of oil and gas operations generally includes drilling and spacing of wells on producing acreage, the imposition of maximum allowable production rates, the taxation of income and other items, and the protection of the environment.
The Registrant does not have any employees of its own. MD is responsible for all management functions. Mewbourne Oil Company (MOC), a wholly owned subsidiary
2
of Mewbourne Holdings, Inc., which is also the parent of the Registrants managing general partner, has been appointed Program Manager and is responsible for activities in accordance with a Drilling Program Agreement entered into by the Registrant, MD and MOC. At March 29, 2004, MOC employed 139 persons, many of whom dedicated a part of their time to the conduct of the Registrants business during the period for which this report is filed.
The production of oil and gas is not considered subject to seasonal factors although the price received by the Registrant for natural gas sales will generally tend to increase during the winter months. Order backlog is not pertinent to the Registrants business.
ITEM 2. Properties
The Registrants properties consist primarily of leasehold interests in properties on which oil and gas wells are located. Such property interests are often subject to landowner royalties, overriding royalties and other oil and gas leasehold interests.
Fractional working interests in developmental oil and gas prospects located primarily in the Anadarko Basin of Western Oklahoma, the Texas Panhandle, and the Permian Basin of New Mexico and West Texas, were acquired by the Registrant. At December 31, 2003, 23 wells had been drilled and were productive and 7 wells had been drilled and abandoned.
ITEM 3. 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, Tortuous 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 tortuous interference with malice. Plaintiffs seek an injunction to deny Mewbourne Oil Company (MOC) the opportunity to drill its La Huerta 30 Fee Com. No. 1 well, in which the partnership owns a working interest.
Plaintiffs claim that MOC has 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 Huertas 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 seek to enjoin the drilling of the well. Plaintiffs claim MOCs filing of an application to drill the well with regulatory bodies constitutes a deliberate and malicious interference with the contractual relationships between Plaintiffs and their lessors.
MOC believes it has the right to drill its La Huerta well as planned. 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 is 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 proposes to drill a deviated well from a surface location within the SE/4 of Section 19,for which MOC has acquired a surface use easement and agreement. The wellbore would traverse 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 have refused to consent to MOCs plans unless MOC gives Plaintiffs a substantial working interest in the La Huerta well.
3
Plaintiffs presented their application for preliminary injunction to the court on March 3, 2004. MOC vigorously contested Plaintiffs claims. MOC believes that Plaintiffs should not be permitted 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 have advised MOC that they will appeal the Courts ruling. MOC does not believe the Courts order will be reversed on appeal. Accordingly, MOC has commenced drilling operations on the La Huerta 30 No. 1-Y well in keeping with the Courts order and to prevent drainage and protect its correlative rights.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the period ended December 31, 2003 covered by this report.
4
PART II
ITEM 5. Market for Registrants Common Equity and Related Stockholder Matters
At March 29, 2004, the Registrant had 18,000 outstanding limited and general partnership interests held of record by 710 subscribers. There is no established public or organized trading market for the limited and general partnership interests.
Revenues which, in the sole judgement of the managing general partner, are not required to meet the Registrants obligations will be distributed to the partners at least quarterly in accordance with the Registrants Partnership Agreement. Distributions made to limited and general partners during the period from February 19, 2003 (date of inception) through December 31, 2003 were $180,000.
ITEM 6. Selected Financial Data
The following table sets forth selected financial data for the period from February 19, 2003 (date of inception) through December 31, 2003:
Operating results: |
||||
Oil and gas sales |
$ | 370,391 | ||
Net income |
$ | 99,165 | ||
Net income per limited and general partner interest |
$ | 5.51 | ||
At year end: |
||||
Total Assets |
$ | 18,392,821 | ||
Cash Distributions |
$ | 180,000 |
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
General
Mewbourne Energy Partners 03-A, L.P. (the Registrant) was organized as a Delaware limited partnership on February 19, 2003. The offering of limited and general partner interests began May 16, 2003 as part of an offering registered under the name Mewbourne Energy 02-03 Drilling Programs. The offering of limited and general partner interests in the Registrant concluded July 9, 2003, with total investor partner contributions of $18,000,000.
The Registrant was formed to engage primarily in the business of drilling development wells, to produce and market crude oil and natural gas produced from such properties, to distribute any net proceeds from operations to the general and limited partners and to the extent necessary, acquire leases which contain drilling prospects. The economic life of the Registrant depends on the period over which the Registrants oil and gas reserves are economically recoverable.
Results of Operations
Because the Registrant was formed during the period covered by this report, no trend analysis based on yearly changes in liquidity, capital resources or results of operations is available.
Revenues and other income during the period from February 19, 2003 (date of inception) through December 31, 2003 totaled $420,182, and consisted of oil and gas sales in the amount of $370,391, and interest income in the amount of $49,791. Gas production volumes during the period ended December 31, 2003
5
amounted to approximately 69,676 mcf of gas at a corresponding average realized price of $4.69 per mcf of gas. Oil production volumes during the period ended December 31, 2003 amounted to approximately 1,457 bbls of oil at a corresponding average realized price of $29.88 per bbl of oil. Expenses totaling $321,017, consisted primarily of depreciation, depletion and amortization in the amount of $173,088,and a cost ceiling write-down of $83,646. Lease operating expenses totaled $22,525. Production taxes were $27,668. Administrative and general expenses were $5,371. Asset retirement obligation accretion expenses were $8,719. At December 31, 2003, 23 wells had been drilled and were productive and 7 wells had been drilled and abandoned. The Registrants oil and gas revenues should increase during 2004 as additional wells are completed and oil and gas production is sold. Interest income should decrease in 2004 as the remaining wells are drilled and the available cash is utilized for the equipping of such wells. The Registrant expects that drilling and completion costs will decrease during 2004 and that lease operating cost and depletion provisions will increase.
Liquidity and capital resources
Net cash increased by $5,551,936 during the period from February 19, 2003 (date of inception) through December 31, 2003. Approximately $12,653,947 of the net initial partners capital of $18,000,000 was used for drilling and completion and prepaid well costs. Capital requirements in the future are expected to be paid with the initial partners capital. Management believes that funds are sufficient to complete the wells for which funds have been committed. Under certain circumstances, as provided in the Registrants Partnership Agreement, the Registrant may use revenues and/or borrow monies, either through a financial institution or through an affiliate of MD, to fund additional capital requirements. Revenues which, in the sole judgement of the managing general partner, are not required to meet the Registrants obligations will be distributed to the partners at least quarterly in accordance with the Registrants Partnership Agreement.
Critical Accounting Policies
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates inherent in the Registrants financial statements include the estimate of oil and gas reserves as reported in the footnotes to the financial statements. Changes in oil and gas prices, changes in production estimates and the success or failure of future development activities could have a significant effect on reserve estimates. The reserve estimates directly impact the computation of depreciation, depletion and amortization, and the ceiling test for the Registrants oil and gas properties.
The Registrant follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and nonproductive 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. Oil and gas properties are subject to an annual 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. The present value of future net cash flows has been prepared assuming year-end selling prices, year end development and production cost and a 10 percent annual discount rate.
All financing activities of the Registrant are reported in the financial statements. The Registrant does not engage in any off-balance sheet financing arrangements.
6
Organization and Related Party Transactions
The Partnership was organized on February 19, 2003. 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.
Reimbursement to MOC for supervision and other operator charges totaled $389,778 for the period February 19, 2003 (date of inception) through December 31, 2003. 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. Under this arrangement, there were $654 allocated to the Partnership during the period ended December 31, 2003.
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.
ITEM 8. Financial Statements and Supplementary Data
The required financial statements of the Registrant are contained in a separate section of this report following the signature attestation. See Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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
7
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.
8
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The Registrant does not have any officers or directors. Under the Registrants Partnership Agreement, the Registrants managing general partner, MD, is granted the exclusive right and full authority to manage, control and administer the Registrants business. MD is a wholly-owned subsidiary of Mewbourne Holdings, Inc.
Set forth below are the names, ages and positions of the directors and executive officers of MD, the Registrants managing general partner. Directors of MD are elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified.
| Age as of | ||||||
| December 31, | ||||||
| Name |
2003 |
Position |
||||
Curtis W. Mewbourne
|
68 | President and Director | ||||
J. Roe Buckley
|
41 | Vice President and Chief | ||||
| Financial Officer | ||||||
Alan Clark
|
51 | Treasurer | ||||
Michael F. Shepard
|
57 | Secretary and General | ||||
| Counsel | ||||||
Dorothy M. Cuenod
|
43 | Assistant Secretary | ||||
| and Director | ||||||
Ruth M. Buckley
|
42 | Assistant Secretary | ||||
| and Director | ||||||
Julie M. Greene
|
40 | Assistant Secretary | ||||
| and Director | ||||||
9
Curtis W. Mewbourne, age 68 formed Mewbourne Holdings, Inc. in 1965 and serves as Chairman of the Board and President of Mewbourne Holdings, MOC and MD. He has operated as an independent oil and gas producer for the past 39 years. Mr. Mewbourne received a Bachelor of Science Degree in Petroleum Engineering from the University of Oklahoma in 1957. Mr. Mewbourne is the father of Dorothy M. Cuenod, Ruth M. Buckley, and Julie M. Greene and the father-in-law of J. Roe Buckley.
J. Roe Buckley, age 41 joined Mewbourne Holdings, Inc. in July, 1990 and serves as Vice President and Chief Financial Officer of both MD and MOC. Mr. Buckley was employed by MBank Dallas from 1985-1990 where he served as a commercial loan officer. He received a Bachelor of Arts in Economics from Sewanee in 1984. Mr. Buckley is the son-in-law of Curtis W. Mewbourne and is married to Ruth M. Buckley. He is also the brother-in-law of Dorothy M. Cuenod and Julie M. Greene.
Alan Clark, age 51, joined Mewbourne Oil Company in 1979 and serves as Treasurer and Controller of both MD and MOC. Prior to joining MOC, Mr. Clark was employed by Texas Oil and Gas Corporation as Assistant Supervisor of joint interest accounting from 1976 to 1979. Mr. Clark has served in several accounting/finance positions with Mewbourne Oil Company prior to his current assignment. Mr. Clark received a Bachelor of Business Administration from the University of Texas at Arlington.
Michael F. Shepard, age 57 joined MOC in 1986 and serves as Secretary and General Counsel of MD. He has practiced law exclusively in the oil and gas industry since 1979 and formerly was counsel with Parker Drilling Company and its Perry Gas subsidiary for seven years. Mr. Shepard holds the Juris Doctor degree from the University of Tulsa where he received the National Energy Law and Policy Institute award as the outstanding graduate in the Energy Law curriculum. He received a B.A. degree, magna cum laude, from the University of Massachusetts in 1976. Mr. Shepard is a member of the bar in Texas and Oklahoma.
Dorothy Mewbourne Cuenod, age 43 received a B.A. Degree in Art History from The University of Texas and a Masters of Business Administration Degree from Southern Methodist University. Since 1984 she has served as a Director and Assistant Secretary of both MD and MOC. Ms. Cuenod is the daughter of Curtis W. Mewbourne and is the sister of Ruth M. Buckley and Julie M. Greene. She is also the sister-in-law of J. Roe Buckley.
Ruth Mewbourne Buckley, age 42 received a Bachelor of Science Degree in both Engineering and Geology from Vanderbilt University. Since 1987 she has served as a Director and Assistant Secretary of both MD and MOC. Ms. Buckley is the daughter of Curtis W. Mewbourne and is the sister of Dorothy M. Cuenod and Julie M. Greene. She is also the wife of J. Roe Buckley.
Julie Mewbourne Greene, age 40 received a B.A. in Business Administration from the University of Oklahoma. Since 1988 she has served as a Director and Assistant Secretary of both MD and MOC. Prior to that time she was employed by Rauscher, Pierce, Refsnes, Inc. Ms. Greene is the daughter of Curtis W. Mewbourne and is the sister of Dorothy M. Cuenod and Ruth M. Buckley. She is also the sister-in-law of J. Roe Buckley.
10
ITEM 11. Executive Compensation
The Registrant does not have any directors or officers. Management of the Registrant is vested in the managing general partner. None of the officers or directors of MD or MOC will receive remuneration directly from the Registrant, but will continue to be compensated by their present employers. The Registrant will reimburse MD and MOC and affiliates thereof for certain costs of overhead falling within the definition of Administrative Costs, including without limitation, salaries of the officers and employees of MD and MOC; provided that no portion of the salaries of the directors or of the executive officer of MOC or MD may be reimbursed as Administrative Costs.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
(a) Beneficial owners of more than five percent
| Name of | Amount & Nature | Percent | ||||
| Beneficial | of Beneficial | of | ||||
| Title of Class |
Owner |
Owner |
Class |
|||
| None | None | N/A | N/A |
(b) Security ownership of management
The Registrant does not have any officers or directors. The managing general partner of the Registrant, MD, has the exclusive right and full authority to manage, control and administer the Registrants business. Under the Registrants Partnership Agreement, limited and general partners holding a majority of the outstanding limited and general partnership interests have the right to take certain actions, including the removal of the managing general partner. The Registrant is not aware of any current arrangement or activity that may lead to such removal.
ITEM 13. Certain Relationships and Related Transactions
Transactions with MD and its affiliates
Pursuant to the Registrants Partnership Agreement, the Registrant had the following related party transactions with MD and its affiliates during the period February 19, 2003 (date of inception) through December 31, 2003:
Administrative & general expense |
||||
Payment of well charges and |
||||
supervision charges in accordance |
||||
with standard industry operating |
||||
agreements
|
$ | 390,432 |
The Registrant participates in oil and gas activities through a drilling program created by the Drilling Program Agreement (the Program). Pursuant to the Program, MD pays approximately 30% of the Programs capital expenditures and approximately 40% of its operating and general and administrative expenses. The Registrant pays the remainder of the costs and expenses of the Program. In return, MD is allocated approximately 40% of the Programs revenues.
11
PART IV
ITEM 14. Principal Accountant Fees and Services
| For the Year Ended | ||||
| December 31, 2003 |
||||
Audit |
$ | 13,785 | ||
Tax Fees |
4,756 | |||
| $ | 18,541 | |||
The partnership has retained PricewaterhouseCoopers LLP as their independent auditors.
ITEM 15. Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K.
| (a) | 1. Financial statements |
Report of Independent Auditors
Balance sheet as of December 31, 2003
Statement of income for the period from February 19, 2003 (date of inception) through December 31, 2003
Statement of changes in partners capital for the period from February 19, 2003 (date of inception) through December 31, 2003
Statement of cash flows for the period from February 19, 2003 (date of inception) through December 31, 2003
Notes to financial statements
| 2. Financial statement schedules |
| 3. Exhibits |
| (b) | Reports on Form 8-K | |
| None. |
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant 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 | ||||
| By: | /s/ Curtis W. Mewbourne | |||
| Curtis W. Mewbourne | ||||
| President and Director | ||||
| (Principal Executive Officer) | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
/s/ Curtis W. Mewbourne |
President/Director | March 29, 2004 | ||||||
Curtis W. Mewbourne |
||||||||
/s/ J. Roe Buckley |
Vice President/Chief | March 29, 2004 | ||||||
J. Roe Buckley |
Financial Officer | |||||||
/s/ Alan Clark |
Treasurer | March 29, 2004 | ||||||
Alan Clark |
||||||||
/s/ Dorothy M. Cuenod |
Director | March 29, 2004 | ||||||
Dorothy M. Cuenod |
||||||||
/s/ Ruth M. Buckley |
Director | March 29, 2004 | ||||||
Ruth M. Buckley |
||||||||
/s/ Julie M. Greene |
Director | March 29, 2004 | ||||||
Julie M. Greene |
||||||||
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
No annual report or proxy material has been sent to the Registrants security holders.
13
MEWBOURNE ENERGY PARTNERS 03-A, L. P.
FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT AUDITORS
for the period from February 19, 2003
(date of inception)
through December 31, 2003
14
Report of Independent Auditors
To the Partners of
Mewbourne Energy Partners 03-A, L.P.
and to the Board of Directors of
Mewbourne Development Corporation:
In our opinion, the accompanying balance sheet and the related statements of income, of changes in partners capital and of cash flows present fairly, in all material respects, the financial position of Mewbourne Energy Partners 03-A, L.P. at December 31, 2003, and the results of its operations and its cash flows for the period from February 19, 2003 (date of inception) through December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
March 29, 2004
15
Mewbourne Energy Partners 03-A, L. P.
BALANCE SHEET
December 31, 2003
| 2003 |
||||
ASSETS |
||||
Cash and cash equivalents |
$ | 5,551,936 | ||
Accounts receivable, affiliate |
307,252 | |||
Total current assets |
5,859,188 | |||
Prepaid well cost |
4,128,424 | |||
Oil and gas properties at cost,
full cost method |
8,661,943 | |||
Less accumulated depreciation,
depletion and amortization |
( 256,734 | ) | ||
| 8,405,209 | ||||
Total assets |
$ | 18,392,821 | ||
LIABILITIES AND PARTNERS CAPITAL |
||||
Accounts payable, affiliate |
$ | 328,517 | ||
Asset retirement obligation plugging liability |
145,139 | |||
Commitments and contingencies, (see note 4) |
0 | |||
Partners capital |
||||
General partners |
16,034,671 | |||
Limited partners |
1,884,494 | |||
Total partners capital |
17,919,165 | |||
Total liabilities and partners capital |
$ | 18,392,821 | ||
The accompanying notes are an integral
part of the financial statements.
16
Mewbourne Energy Partners 03-A, L. P.
STATEMENT OF INCOME
For the period from February 19, 2003 (date of inception)
through December 31, 2003
| 2003 |
||||
Revenues and other income: |
||||
Oil and gas sales |
$ | 370,391 | ||
Interest income |
49,791 | |||
| 420,182 | ||||
Expenses: |
||||
Lease operating expense |
22,525 | |||
Production taxes |
27,668 | |||
Administrative and general expense |
5,371 | |||
Depreciation, depletion and amortization |
173,088 | |||
Cost ceiling write-down |
83,646 | |||
Asset retirement obligation accretion |
8,719 | |||
| 321,017 | ||||
Net income |
$ | 99,165 | ||
Allocation of net income: |
||||
General partners |
$ | 88,736 | ||
Limited partners |
$ | 10,429 | ||
Basic and diluted net income per limited and
general partner interest (18,000 outstanding) |
$ | 5.51 | ||
The accompanying notes are an integral
part of the financial statements.
17
Mewbourne Energy Partners 03-A, L. P.
STATEMENT OF CHANGES IN PARTNERS CAPITAL
For the period from February 19, 2003 (date of inception)
through December 31, 2003
| General | Limited | |||||||||||
| Partners |
Partners |
Total |
||||||||||
Balance at February 19, 2003
(date of inception) |
$ | 0 | $ | 0 | $ | 0 | ||||||
Contributions |
16,107,005 | 1,892,995 | 18,000,000 | |||||||||
Cash distributions |
(161,070 | ) | (18,930 | ) | (180,000 | ) | ||||||
Net income |
88,736 | 10,429 | 99,165 | |||||||||
Balance at December 31, 2003 |
$ | 16,034,671 | $ | 1,884,494 | $ | 17,919,165 | ||||||
The accompanying notes are an integral
part of the financial statements.
18
Mewbourne Energy Partners 03-A, L. P.
STATEMENT OF CASH FLOWS
For the period from February 19, 2003 (date of inception)
through December 31, 2003
| 2003 |
||||
Cash flows
from operating activities: |
||||
Net income |
$ | 99,165 | ||
Adjustment to reconcile net income to net cash
provided by operating activities: |
||||
Depreciation depletion and amortization |
173,088 | |||
Cost ceiling write-down |
83,646 | |||
Asset retirement accretion |
8,719 | |||
Changes in operating assets and liabilities: |
||||
Accounts receivable, affiliate |
(307,252 | ) | ||
Accounts payable, affiliate |
328,517 | |||
Net cash provided by operating activities |
385,883 | |||
Cash flows from investing activities: |
||||
Purchase of oil and gas properties |
(8,525,523 | ) | ||
Prepaid well cost |
(4,128,424 | ) | ||
Net cash used in investing activities |
(12,653,947 | ) | ||
Cash flows from financing activities: |
||||
Capital contributions from partners |
18,000,000 | |||
Cash distributions |
(180,000 | ) | ||
Net cash provided by financing activities |
17,820,000 | |||
Net increase in cash |
5,551,936 | |||
Cash and cash equivalents, beginning of period |
0 | |||
Cash and cash equivalents, end of period |
$ | 5,551,936 | ||
The accompanying notes are an integral
part of the financial statements.
19
MEWBOURNE ENERGY PARTNERS 03-A, L. P.
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies:
Accounting for Oil and Gas Producing Activities
Mewbourne Energy Partners 03-A, L.P., (the Partnership), a Delaware limited partnership engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, 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 being sold to 710 subscribers of which $16,107,000 were sold to 644 subscribers as general partner interests and $1,893,000 were sold to 66 subscribers as limited partner interests.
The Programs sole business is the development and production of oil and gas with a concentration on gas. Substantially all of the Programs gas reserves are being sold regionally in the spot market. Due to the highly competitive nature of the spot market, prices are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon obtaining transportation services provided by pipelines. The prices received for the Programs oil and gas are subject to influences such as global consumption and supply trends.
The Partnership follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and nonproductive 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 December 31, 2003, approximately $475,392 of capitalized costs were excluded from amortization. The excluded costs were development costs incurred in 2003 on wells in progress. These costs will be subject to amortization in 2003. Proceeds from the sale or other disposition of properties are credited to the full cost pool. Gains and losses 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 an annual 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. A cost ceiling write-down of $83,646 was recorded for the year ended December 31, 2003.
Significant estimates inherent in the partnerships financial statements include the estimate of oil and gas reserves as reported in the footnotes to the financial statements. Changes in oil and gas prices, changes in production estimates and the success or failure of future development activities could have a significant effect on reserve estimates. The reserve estimates directly impact the computation of depreciation, depletion and amortization, and the ceiling test for the Registrants oil and gas properties.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Partnership considers all highly liquid investments, those with original maturities of three months or less at the date of acquisition, to be cash equivalents.
The Partnership maintains all its cash in one financial institution.
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. The estimated liability is based
20
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 period from February 19, 2003 (date of inception) to December 31, 2003, is as follows:
Balance upon adoption at February 19, 2003 |
$ | 0 | ||
Liabilities incurred |
136,420 | |||
Accretion expense |
8,719 | |||
Balance at December 31, 2003 |
$ | 145,139 | ||
Oil and Gas Sales
The Programs oil and condensate production is sold, title passed, and revenue recognized at or near the Programs wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of gas applicable to the Programs interest are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Programs interest in gas reserves. The Partnership uses the sales method to recognize oil and gas revenue whereby revenue is recognized for the amount of production taken regardless of the amount for which the Partnership is entitled based on its working interest ownership. As of December 31, 2003, no material gas imbalances between the Partnership and other working interest owners existed.
Income Taxes
The Partnership is treated as a partnership for income tax purposes, and as a result, income of the Partnership is reported on the tax returns of the partners and no recognition is given to income taxes in the financial statements.
2. Organization and Related Party Transactions:
The Partnership was organized on February 19, 2003. 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.
Reimbursement to MOC for supervision and other operator charges totaled $389,778 for the period February 19, 2003 (date of inception) through December 31, 2003. 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. Under this arrangement, there were $654 allocated to the Partnership during the period ended December 31, 2003.
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 | % | ||||
21
| Partnership | MD | |||||||
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 offeri