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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     For the year ended December 31, 2004

Or

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

     For the transition period from ______to ______

Commission File No. 333-113340

MEWBOURNE ENERGY PARTNERS 04-A, L.P.

     
Delaware   20-0718858
     
(State or jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)
     
3901 South Broadway, Tyler, Texas   75701
     
(Address of principal executive offices)   (Zip code)

Registrant’s Telephone Number, including area code: (903) 561-2900

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 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.
þ Yes o 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 $30,000,000.

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 Registrant’s Registration Statement on Form S-1, File No. 333-113340.

 
 

 


TABLE OF CONTENTS

 
INDEX TO EXHIBITS
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906
 Certification of CEO Pursuant to Section 302
 Certification of CFO Pursuant to Section 302
 Certification of CEO Pursuant to Section 906
 Certification of CFO Pursuant to Section 906

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PART I

ITEM 1. Business

Mewbourne Energy Partners 04-A, L.P. (the “Registrant”) is a limited partnership organized under the laws of the State of Delaware on January 27, 2004 (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 04-05 Drilling Programs. General and limited partnership interests were offered at $1,000 each. The maximum offering amount was $30,000,000 (30,000 interests) per partnership. The Registrant was declared effective by the Securities and Exchange Commission on June 10, 2004. On August 20, 2004, the offering of limited and general partnership interests in the Registrant was closed, with interests aggregating $30,000,000 being sold to 1,118 subscribers of which $27,235,000 were sold to 1,022 subscribers as general partner interests and $2,765,000 were sold to 96 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 Registrant’s revenue, income and identifiable assets.

The sale of crude oil and natural gas produced by the Registrant will be affected by a number of factors that are beyond the Registrant’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 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 Registrant’s 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 Registrant’s ability to compete depends on its financial resources and on the managing general partner’s 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.

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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 of Mewbourne Holdings, Inc., which is also the parent of the Registrant’s 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, 2005, MOC employed 150 persons, many of whom dedicated a part of their time to the conduct of the Registrant’s 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 Registrant’s business.

ITEM 2. Properties

The Registrant’s properties consist primarily of leasehold interests in properties on which oil and gas wells-in-progress 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, resulting in the Registrant’s participation in the drilling of oil and gas wells. At December 31, 2004, 15 wells had been drilled and were productive and 2 wells had been drilled and abandoned. The following table summarizes the Registrant’s drilling activity for the period from January 27, 2004 (date of inception) through December 31, 2004:

                                 
    Gross     Net  
    Dry     Productive     Dry     Productive  
Development Wells
    2       15       .280       1.752  

Reserve estimates were prepared by Forrest A Garb & Associates, Inc., the Registrant’s independent petroleum consultants, in accordance with guidelines established by the Securities and Exchange Commission.

ITEM 3. Legal Proceedings

The Registrant is not aware of any pending legal proceedings to which it is a party.

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, 2004 covered by this report.

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PART II

ITEM 5. Market for Registrant’s Common Equity and Related Stockholder Matters

At March 29, 2005, the Registrant had 30,000 outstanding limited and general partnerships interests held of record by 1,118 subscribers. There is no established public or organized trading market for the limited and general partner interests.

Revenues which, in the sole judgment of the managing general partner, are not required to meet the Registrant’s obligations will be distributed to the partners at least quarterly in accordance with the Registrant’s Partnership Agreement. No distributions have been made to limited and general partners for the period from January 27, 2004 (date of inception) through December 31, 2004.

ITEM 6. Selected Financial Data

The following table sets forth selected financial data for the period from January 27, 2004 (date of inception) through December 31, 2004:

         
Operating results   2004  
Oil and gas sales
  $ 675,201  
 
       
Net income
  $ 432,926  
 
       
Basic and diluted net income per limited and general partner interests (30,000 outstanding)
  $ 14.43  
 
     
 
       
At year-end:
       
Total Assets
  $ 28,512,439  
Cash Distributions
  $ 0  

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Mewbourne Energy Partners 04-A, L.P., (the “Registrant”) was organized as a Delaware limited partnership on January 27, 2004. The offering of limited and general partnership interests began June 10, 2004 as a part of an offering registered under the name Mewbourne Energy Partners 04-05 Drilling Programs. The offering of limited and general partner interests in the Registrant concluded August 20, 2004, with total investor partner contributions of $30,000,000.

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 Registrant’s oil and gas reserves are economically recoverable.

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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 for the period from January 27, 2004 (date of inception) through December 31, 2004 totaled $783,309, and consisted of oil and gas sales in the amount of $675,201, and interest income in the amount of $108,108. Gas production volumes during the period ended December 31, 2004 amounted to approximately 105,670 Mcf of gas at a corresponding average realized price of $6.14 per Mcf of gas. Oil production volumes during the period ended December 31, 2004 amounted to approximately 612 Bbls of oil at a corresponding average realized price of $42.57 per Bbl of oil. Expenses totaling $350,383, consisted primarily of depreciation, depletion and amortization in the amount of $252,014. Lease operating expenses totaled $24,368. Production taxes were $55,559. Administrative and general expenses were $10,445. Asset retirement obligation accretion expenses were $7,997. At December 31, 2004, 15 wells had been drilled and were productive and 2 wells had been drilled and were abandoned. The Registrant’s oil and gas revenues should increase during 2005 as additional wells are completed and oil and gas production is sold. Interest income should decrease in 2005 as the remaining wells are drilled and the available cash is utilized for equipping of such wells. The Registrant expects that drilling and completion costs will decrease during 2005 and that lease operating cost and depletion provisions will increase.

Liquidity and capital resources

Net cash increased by $10,630,997 for the period from January 27, 2004 (date of inception) through December 31, 2004. Approximately $17,338,879 of the net initial partners’ capital of $30,000,000 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. Management expects these wells to be drilled in 2005. Under certain circumstances, as provided in the Registrant’s 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 judgment of the managing general partner, are not required to meet the Registrant’s obligations will be distributed to the partners at least quarterly in accordance with the Registrant’s 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 Registrant’s financial statements include the estimate of oil and gas reserves and future abandonment costs 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, asset retirement obligation, and the ceiling test for the Registrant’s oil and gas properties.

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The Registrant 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. Oil and gas properties 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. The present value of future net cash flows has been prepared assuming year-end selling prices, year-end development and production costs 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.

On September 28, 2004 the Security and Exchange Commission issued Staff Accounting Bulletin No. 106 (SAB No. 106). The interpretations in SAB No. 106 express the staff’s views regarding the application of FASB Statement No. 143, “Accounting for Asset Retirement Obligations”, by oil and gas producing companies following the full cost accounting method.

Under Statement 143, the Partnership must recognize a liability for an asset retirement obligation at fair value in the period in which the obligation is incurred, if a reasonable estimate of fair value can be made. The Partnership also must initially capitalize the associated asset retirement costs by increasing its full cost pool by the same amount as the liability. Under the full cost method of accounting, the Partnership calculates quarterly a limitation on capitalized costs, i.e., the full cost ceiling of our oil and natural gas properties and any asset retirement costs capitalized pursuant to Statement 143 are subject to the full cost ceiling limitation. SAB No. 106 provides that after adoption of Statement 143, the future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet should be excluded from the computation of the present value of estimated future net revenues for purposes of the full cost ceiling calculation. Currently, the future cash outflows associated with settling asset retirement obligations are included in the computation of the present value of estimated future reserves for purposes of the full cost ceiling calculation. The amount of the full cost pool subject to the ceiling test is decreased by the amount of the asset retirement obligation liability. The effect of this interpretation will increase the ceiling as it relates to the Partnership’s full cost pool and will increase the amount of the full cost pool that is subject to the ceiling. The Partnership does not expect SAB 106 to have a material impact on the calculation of its full cost ceiling test.

The estimated dismantlement and abandonment costs for the Partnership’s oil and natural gas properties that have been capitalized have been included in the costs used when calculating the depreciation, depletion and amortization (DD&A) rate used to amortize the properties. Future development activities on proved reserves may result in additional asset retirement obligations when such activities are performed and the associated asset retirement costs will be capitalized at that time. Under the interpretations in SAB No. 106 to the extent that estimated dismantlement and abandonment costs, net of estimated salvage values, have not been capitalized for future development activity, the Partnership will be required to estimate the amount of dismantlement and abandonment costs that will be incurred and include those amounts in the costs to be amortized. The Partnership has not yet determined the full impact this will have on DD&A but it is not expected to be material.

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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 period from January 27, 2004 (date of inception) through December 31, 2004, is as follows:

         
    2004  
Balance, beginning of period
  $ 0  
Liabilities incurred
    104,537  
Accretion expense
    7,997  
 
     
 
Balance, end of period
  $ 112,534  
 
     

Organization and Related Party Transactions

The Partnership was organized on January 27, 2004. 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. Reimbursement to MOC for operator charges totaled $114,837 for the period from January 27, 2004 (date of inception) through December 31, 2004. Operator charges are billed in accordance with the program and partnership agreements.

In consideration for services rendered by MD in managing the business of the partnership, the partnership during each of the initial three years of the partnership will pay to MD a management fee in the amount equal to 1% of the subscriptions by the investor partners to the partnership. Management fees were not allocated to the Partnership for the period from January 27, 2004 (date of inception) through December 31, 2004.

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
    70 %     30 %
All other revenues
    70 %     30 %
Costs and expenses:
               
Sales commissions and due diligence fees (1)
    100 %     0 %
Organization and offering costs (2)
    0 %     100 %
Lease acquisition costs (2)
    0 %     100 %
Tangible and intangible drilling costs (2)
    100 %     0 %
Operating costs, reporting and legal expenses, general and administrative expenses and all other costs
    70 %     30 %


(1) The Partnership will pay sales commissions and due diligence fees of 8% and 0.5%, respectively, of the capital contributions initially made by investor partners in exchange for their respective interests.
 
(2) As noted above, pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which will approximate 20% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less than 20% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program’s total capital costs reaches approximately 20%.

The Partnership’s 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 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.

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PART III

ITEM 10. Directors and Executive Officers of the Registrant

The Registrant does not have any officers or directors. Under the Registrant’s Partnership Agreement, the Registrant’s managing partner, MD, is granted the exclusive right and full authority to manage, control and administer the Registrant’s 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 Registrant’s 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   2004   Position
Curtis W. Mewbourne
    69     President and Director
 
           
J. Roe Buckley
    42     Vice President and Chief Financial Officer
 
           
Alan Clark
    52     Treasurer
 
           
Michael F. Shepard
    58     Secretary and General Counsel
 
           
Dorothy M. Cuenod
    44     Assistant Secretary and Director
 
           
Ruth M. Buckley
    43     Assistant Secretary and Director
 
           
Julie M. Greene
    41     Assistant Secretary and Director

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     Curtis W. Mewbourne, age 69, formed Mewbourne Holdings, Inc. in 1965 and serves as Chairman of the Board and President of Mewbourne Holdings, MD and MOC. He has operated as an independent oil and gas producer for the past 40 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 42, 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 to 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 52, 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 58, joined Mewbourne Oil Company 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 44, 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 43, 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 41, received a B.A. degree 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.

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ITEM 11. Executive Compensation

The Registrant does not have any officers or directors. 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 Registrant’s business. Under the Registrant’s 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 Registrant’s Partnership Agreement, the Registrant had the following related party transactions with MD and its affiliates for the period from January 27, 2004 (date of inception) through December 31, 2004:

         
    2004  
Administrative & general expense and payment of well charges and supervision charges in accordance with standard industry operating agreements
  $ 114,837  

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 20% of the Program’s capital expenditures and approximately 30% 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 30% of the Program’s revenues.

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PART IV

ITEM 14. Principal Accountant Fees and Services

         
    For the Year Ended  
    December 31, 2004  
Audit
  $ 14,890  
Tax Fees
  $ 5,512  
 
     
 
 
  $ 20,402  
 
     

The Partnership has retained PricewaterhouseCoopers LLP as their independent registered public accounting firm.

ITEM 15. Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K

(a)   1. Financial statements

   
The following are filed as part of this annual report:

      Report of Independent Registered Public Accounting Firm
 
      Balance sheet as of December 31, 2004
 
      Statement of operations for the period from January 27, 2004 (date of inception) through December 31, 2004
 
      Statement of changes in partners’ capital for the period from January 27, 2004 (date of inception) through December 31, 2004
 
      Statement of cash flows for the period from January 27, 2004 (date of inception) through December 31, 2004
 
      Notes to financial statements

      2.  Financial statement schedules
 
   
None.
 
   
All required information is in the financial statements or the notes thereto, or is not applicable or required.

      3. Exhibits
 
   
The exhibits listed on the accompanying index are filed or incorporated by reference as part of this annual report.

(b)  
Reports on Form 8-K
 
   
None.

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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 04-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, 2005

       
Curtis W. Mewbourne
       
 
       
/s/ J. Roe Buckley
  Vice President   March 29, 2005

  Chief Financial Officer    
J. Roe Buckley
       
 
       
/s/ Alan Clark
  Treasurer   March 29, 2005

       
Alan Clark
       
 
       
/s/ Dorothy M. Cuenod
  Director   March 29, 2005

       
Dorothy M. Cuenod
       
 
       
/s/ Ruth M. Buckley
  Director   March 29, 2005

       
Ruth M. Buckley
       
 
       
/s/ Julie M. Greene
  Director   March 29, 2005

       
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 Registrant’s security holders.

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MEWBOURNE ENERGY PARTNERS 04-A, L.P.

FINANCIAL STATEMENTS

WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For the period from January 27, 2004
(date of inception) through December 31, 2004

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Report of Independent Registered Public Accounting Firm

To the Partners of Mewbourne Energy Partners 04-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 operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of Mewbourne Energy Partners 04-A, L.P. at December 31, 2004 and the results of its operations and its cash flows for the period from January 27, 2004 (date of inception) through December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards 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,   2005

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BALANCE SHEET
December 31, 2004

         
    2004  
ASSETS
       
 
       
Cash and cash equivalents
  $ 10,630,997  
Accounts receivable, affiliate
    690,040  
 
     
Total current assets
    11,321,037  
 
     
 
       
Prepaid well cost
    7,937,853  
 
       
Oil and gas properties at cost, full cost method
    9,505,563  
Less accumulated depreciation, depletion, amortization and impairment
    (252,014 )
 
     
 
    9,253,549  
 
     
 
       
Total assets
  $ 28,512,439  
 
     
 
       
LIABILITIES AND PARTNERS’ CAPITAL
       
 
       
Accounts payable, affiliate
  $ 501,212  
 
     
 
       
Asset retirement obligation plugging liability
    112,534  
 
     
 
       
Partners’ capital
       
General partners
    25,327,364  
Limited partners
    2,571,329  
 
     
Total partners’ capital
    27,898,693  
 
     
 
       
Total liabilities and partners’ capital
  $ 28,512,439  
 
     

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

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STATEMENT OF OPERATIONS
For the period from January 27, 2004
(date of inception) through December 31, 2004

         
    2004  
Revenues and other income:
       
 
       
Oil and gas sales
  $ 675,201  
Interest income
    108,108  
 
     
 
 
    783,309  
 
     
 
       
Expenses:
       
 
       
Lease operating expense
    24,368  
Production taxes
    55,559  
Administrative and general expense
    10,445  
Depreciation, depletion, and amortization
    252,014  
Asset retirement obligation accretion
    7,997  
 
     
 
 
    350,383  
 
     
 
       
Net income
  $ 432,926  
 
     
 
       
Allocation of net income:
       
General partners
  $ 393,025  
 
     
Limited partners
  $ 39,901  
 
     
 
       
Basic and diluted net income per limited and general partner interest (30,000 interests outstanding)
  $ 14.43  
 
     

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

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STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
For the period from January 27, 2004
(date of inception) through December 31, 2004

                         
    General     Limited        
    Partners     Partners     Total  
Balance at January 27, 2004
  $ 0     $ 0     $ 0  
Capital contributions, net of sales commissions and due diligence fees of $2,300,661 and $233,572, respectively
    24,934,339       2,531,428       27,465,767  
Net income
    393,025       39,901       432,926  
 
                 
 
                       
Balance at December 31, 2004
  $ 25,327,364     $ 2,571,329     $ 27,898,693  
 
                 

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

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STATEMENT OF CASH FLOWS
For the period from January 27, 2004
(date of inception) through December 31, 2004

         
    2004  
Cash flows from operating activities:
       
Net income
  $ 432,926  
Adjustment to reconcile net income to net cash provided by operating activities:
       
Depreciation, depletion and amortization
    252,014  
Asset retirement obligation accretion
    7,997  
Changes in operating assets and liabilities:
       
Accounts receivable, affiliate
    (690,040 )
Accounts payable, affiliate
    501,212  
 
     
Net cash provided by operating activities
    504,109  
 
     
Cash flows from investing activities:
       
Purchase and development of oil and gas properties
    (9,401,026 )
Prepaid well cost
    (7,937,853 )
 
     
 
       
Net cash used in investing activities
    (17,338,879 )
 
     
 
       
Cash flows from financing activities:
       
Capital contributions from partners
    27,465,767  
 
     
 
       
Net cash provided by financing activities
    27,465,767  
 
     
 
       
Net increase in cash and cash equivalents
    10,630,997  
Cash and cash equivalents, beginning of period
    0  
 
     
 
       
Cash and cash equivalents, end of period
  $ 10,630,997  
 
     

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

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NOTES TO FINANCIAL STATEMENTS

1.   Significant Accounting Policies:

    Accounting for Oil and Gas Producing Activities

Mewbourne Energy Partners 04-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 January 27, 2004. The offering of limited and general partnership interests began June 10, 2004 as a part of an offering registered under the name Mewbourne Energy Partners 04-05 Drilling Programs, (the “Program”), and concluded August 20, 2004, with total investor contributions of $30,000,000 being sold to 1,118 subscribers of which $27,235,000 were sold to 1,022 subscribers as general partner interests and $2,765,000 were sold to 96 subscribers as limited partner interests.

The Program’s sole business is the development and production of oil and gas with a concentration on gas. Substantially all of the Program’s gas reserves are being sold regionally in the spot market. Due to the highly competitive nature of the spot market, prices are subject to 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 Program’s 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 non-productive costs incurred in the acq1uisition, 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, 2004, approximately $10.376 million of capitalized costs were excluded from amortization. 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 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.

Significant estimates inherent in the Registrant’s financial statements include the estimate of oil and gas reserves and future abandonment costs 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, asset retirement obligation, and the ceiling test for the Registrant’s 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 expe