UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
þ ANNUAL 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. 333-85994-01
MEWBOURNE ENERGY PARTNERS 03-A, L.P.
Delaware
|
27-0055431 | |
(State or jurisdiction of
|
(I.R.S. Employer | |
incorporation or organization)
|
Identification Number) |
3901 South Broadway, Tyler, Texas
|
75701 | |
(Address of principal executive offices)
|
(Zip code) | |
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 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 $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.
TABLE OF CONTENTS
Certification of CEO Pursuant to Section 302 |
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Certification of CFO Pursuant to Section 302 |
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Certification of CEO Pursuant to Section 906 |
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Certification of CFO Pursuant to Section 906 |
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| Certification of CEO Pursuant to Section 302 | ||||||||
| Certification of CFO Pursuant to Section 302 | ||||||||
| Certification of CEO Pursuant to Section 906 | ||||||||
| Certification of CFO Pursuant to Section 906 | ||||||||
2
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 $16,107,005 were sold to 644 subscribers as general partner interests and $1,892,995 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 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.
3
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 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, 2005, MOC employed 150 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-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 Registrants participation in the drilling of oil and gas wells. At December 31, 2004, 63 wells had been drilled and were productive and 7 wells had been drilled and abandoned. The following table summarizes the Registrants drilling activity for the year ended December 31, 2004 and for the period from February 19, 2003 (date of inception) through December 31, 2003:
| 2004 | 2003 | |||||||||||||||
| Gross | Net | Gross | Net | |||||||||||||
Development Wells |
||||||||||||||||
Oil and natural gas wells |
40 | 6.643 | 23 | 4.211 | ||||||||||||
Non-productive wells |
0 | 0 | 7 | 1.542 | ||||||||||||
Reserve estimates were prepared by Forrest A Garb & Associates, Inc., the Registrants 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.
4
PART II
ITEM 5. Market for Registrants Common Equity and Related Stockholder Matters
At March 29, 2005, the Registrant had 18,000 outstanding limited and general partnerships interests held of record by 710 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 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 year ended December 31, 2004 and for the period from February 19, 2003 (date of inception) through December 31, 2003 were $4,746,991 and $180,000, respectively.
ITEM 6. Selected Financial Data
The following table sets forth selected financial data for the year ended December 31, 2004 and for the period from February 19, 2003 (date of inception) through December 31, 2003:
| Operating results | 2004 | 2003 | ||||||
Oil and gas sales |
$ | 7,458,796 | $ | 370,391 | ||||
Net income |
$ | 3,492,274 | $ | 99,165 | ||||
Basic and diluted net income per
limited and general partner interests
(18,000 outstanding) |
$ | 194.02 | $ | 5.51 | ||||
At year-end: |
||||||||
Total Assets |
$ | 17,370,937 | $ | 18,392,821 | ||||
Cash Distributions |
$ | 4,746,991 | $ | 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 partnership interests began May 16, 2003 as a part of an offering registered under the name Mewbourne Energy Partners 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.
5
Results of Operations
The following table sets forth certain operating data for the years ended December 31, 2004 and 2003:
| 2004 | 2003 | |||||||
Oil and gas sales |
$ | 7,458,796 | $ | 370,391 | ||||
Barrels produced |
18,591 | 1,457 | ||||||
Mcf produced |
1,230,543 | 69,676 | ||||||
Average price/bbl |
$ | 39.05 | $ | 29.88 | ||||
Average price/mcf |
$ | 5.47 | $ | 4.69 | ||||
Year ended December 31, 2004 compared to the year ended December 31, 2003
Oil and natural gas sales. Oil and natural gas sales increased to $7,458,796 in 2004 from $370,391 in 2003 due to additional wells being drilled and completed by the Partnership during 2004, which resulted in a substantial increase in sales revenues and production volumes. Production volumes increased to 1,230,543 Mcf of gas in 2004 from 69,676 Mcf in 2003, while oil volumes increased to 18,591 Bbls in 2004 from 1,457 Bbls in 2003.
Interest income. Interest income decreased from $49,791 in 2003 to $20,301 in 2004 due to expenditures for the drilling of oil and gas wells, which resulted in a decrease of capital available for investments.
Lease operating expense and production taxes. Lease operating expense increased from $22,525 in 2003 to $403,211 in 2004. Production taxes increased from $27,668 in 2003 to $593,726 in 2004. These expenses increased as additional wells were drilled and completed in 2004.
Depreciation, depletion and amortization. Depreciation, depletion and amortization increased from $173,088 in 2003 to $2,739,865 in 2004 as additional wells were drilled and producing, therefore depleting reserves.
Cost ceiling write-downs. There was a cost ceiling write-down for the year ended December 31, 2003 of $83,646, while at December 31, 2004 there was no cost ceiling write-down.
Liquidity and capital resources
Net cash decreased by $5,548,284 during the year ended December 31, 2004. These funds were utilized primarily for drilling and completion costs. Cash flows from operating activities were offset by funds utilized primarily for drilling and completion costs and cash distributions to partners. Substantially all wells for which funds have been committed have been drilled. Any incidental future capital expenditures incurred will be paid with revenues generated through oil and gas sales. Revenues which, in the sole judgment 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.
6
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 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 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 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 staffs 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 Partnerships 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.
7
The estimated dismantlement and abandonment costs for the Partnerships 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.
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 Partnerships liability for well plugging and abandonment costs for the year ended December 31, 2004 and for the period from February 19, 2003 (date of inception) through December 31, 2003, is as follows:
| 2004 | 2003 | |||||||
Balance, beginning of period |
$ | 145,139 | $ | 0 | ||||
Liabilities incurred |
209,842 | 136,420 | ||||||
Accretion expense |
24,041 | 8,719 | ||||||
Balance, end of period |
$ | 379,022 | $ | 145,139 | ||||
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.
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 $834,580 and $389,778 for the year ended December 31, 2004 and for the period from February 19, 2003 (date of inception) through December 31, 2003, respectively. Operator charges are billed in accordance with the program and partnership agreements.
8
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, $201,067 and $654 were allocated to the Partnership during the year ended December 31, 2004 and for the period from February 19, 2003 (date of inception) through December 31, 2003, respectively.
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 than 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.
9
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, 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.
10
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 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 | 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 | ||||
11
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.
12
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 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 year ended December 31, 2004 and for the period from February 19, 2003 (date of inception) through December 31, 2003:
| 2004 | 2003 | |||||||
Administrative & general expense and payment of
well charges and supervision charges in accordance
with standard industry operating agreements
|
$ | 1,035,647 | $ | 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.
13
PART IV
ITEM 14. Principal Accountant Fees and Services
| For the Year Ended December, 31, | ||||||||
| 2004 | 2003 | |||||||
Audit |
$ | 20,777 | $ | 13,785 | ||||
Tax Fees |
$ | 4,454 | $ | 4,756 | ||||
| $ | 25,231 | $ | 18,541 | |||||
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 sheets as of December 31, 2004 and 2003
Statements of operations for the year ended December 31, 2004 and for the period from February 19, 2003 (date of inception) through December 31, 2003
Statements of changes in partners capital for the year ended December 31, 2004 and for the period from February 19, 2003 (date of inception) through December 31, 2003
Statements of cash flows for the year ended December 31, 2004 and for the period from February 19, 2003 (date of inception) through December 31, 2003
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. | ||||
14
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, 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 Registrants security holders.
15
MEWBOURNE ENERGY PARTNERS 03-A, L.P.
FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
For the year ended December 31, 2004 and for the period from
February 19, 2003 (date of inception) through December 31, 2003
16
Report of Independent Registered Public Accounting Firm
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 sheets 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 03-A, L.P. at December 31, 2004 and 2003 and the results of its operations and its cash flows for the year ended December 31, 2004 and 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 Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
March 29, 2005
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Mewbourne Energy Partners 03-A, L.P.
BALANCE SHEETS
| 2004 | 2003 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 3,652 | $ | 5,551,936 | ||||
Accounts receivable, affiliate |
1,689,829 | 307,252 | ||||||
Total current assets |
1,693,481 | 5,859,188 | ||||||
Prepaid well cost |
45,685 | 4,128,424 | ||||||
Oil and gas properties at cost, full cost method |
18,628,370 | 8,661,943 | ||||||
Less accumulated depreciation, depletion,
amortization and impairment |
(2,996,599 | ) | (256,734 | ) | ||||
| 15,631,771 | 8,405,209 | |||||||
Total assets |
$ | 17,370,937 | $ | 18,392,821 | ||||
LIABILITIES AND PARTNERS CAPITAL |
||||||||
Accounts payable, affiliate |
$ | 327,467 | $ | 328,517 | ||||
Asset retirement obligation plugging liability |
379,022 | 145,139 | ||||||
Partners capital |
||||||||
General partners |
14,911,908 | 16,034,671 | ||||||
Limited partners |
1,752,540 | 1,884,494 | ||||||
Total partners capital |
16,664,448 | 17,919,165 | ||||||
Total liabilities and partners capital |
$ | 17,370,937 | $ | 18,392,821 | ||||
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 year ended December 31, 2004 and for the period from
February 19, 2003 (date of inception) through December 31, 2003
| 2004 | 2003 | |||||||
Revenues and other income: |
||||||||
Oil and gas sales |
$ | 7,458,796 | $ | 370,391 | ||||
Interest income |
20,301 | 49,791 | ||||||
| 7,479,097 | 420,182 | |||||||
Expenses: |
||||||||
Lease operating expense |
403,211 | 22,525 | ||||||
Production taxes |
593,726 | 27,668 | ||||||
Administrative and general expense |
225,980 | 5,371 | ||||||
Depreciation, depletion, and amortization |
2,739,865 | 173,088 | ||||||
Cost ceiling write-down |
0 | 83,646 | ||||||
Asset retirement obligation accretion |
24,041 | 8,719 | ||||||
| 3,986,823 | 321,017 | |||||||
Net income |
$ | 3,492,274 | $ | 99,165 | ||||
Allocation of net income: |
||||||||
General partners |
$ | 3,125,003 | $ | 88,736 | ||||
Limited partners |
$ | 367,271 | $ | 10,429 | ||||
Basic and diluted net income per
limited and general partner interest
(18,000 interests outstanding) |
$ | 194.02 | $ | 5.51 | ||||
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 year ended December 31, 2004 and for the period from
February 19, 2003 (date of inception) through December 31, 2003
| General | Limited | |||||||||||
| Partners | Partners | Total | ||||||||||
Balance at February 19, 2003 |
$ | 0 | $ | 0 | $ | 0 | ||||||
Capital 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 | ||||||
Cash distributions |
(4,247,766 | ) | (499,225 | ) | (4,746,991 | ) | ||||||
Net income |
3,125,003 | 367,271 | 3,492,274 | |||||||||
Balance at December 31, 2004 |
$ | 14,911,908 | $ | 1,752,540 | $ | 16,664,448 | ||||||
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 year ended December 31, 2004 and for the period from
February 19, 2003 (date of inception) through December 31, 2003
| 2004 | 2003 | |||||||