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.
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.
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:
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.
ITEM 3. Legal Proceedings
The Registrant is not aware of any pending legal proceedings to which it is a party.
ITEM 4.
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.
PART II
ITEM 5.
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.
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:
ITEM 7.
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.
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.
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.
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:
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.
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:
(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.
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.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A.
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.
PART III
ITEM 10.
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.
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.
ITEM 11.
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.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
(a) Beneficial owners of more than five percent
(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.
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:
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.
PART IV
ITEM 14.
ITEM 14. Principal Accountant Fees and Services
The Partnership has retained PricewaterhouseCoopers LLP as their independent registered public accounting firm.
ITEM 15.
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:
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.
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.
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.
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
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,
Mewbourne Energy Partners 04-A, L.P.
BALANCE SHEET
December 31, 2004
The accompanying notes are an integral part of the financial statements.
Mewbourne Energy Partners 04-A, L.P.
STATEMENT OF OPERATIONS
For the period from January 27, 2004
(date of inception) through December 31, 2004
The accompanying notes are an integral part of the financial statements.
Mewbourne Energy Partners 04-A, L.P.
STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
For the period from January 27, 2004
(date of inception) through December 31, 2004
The accompanying notes are an integral part of the financial statements.
Mewbourne Energy Partners 04-A, L.P.
STATEMENT OF CASH FLOWS
For the period from January 27, 2004
(date of inception) through December 31, 2004
The accompanying notes are an integral part of the financial statements.
Mewbourne Energy Partners 04-A, L.P.
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 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 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:
Oil and Gas Sales
The Program’s oil and condensate production is sold, title passed, and revenue recognized at or near the Program’s 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 Program’s interest are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Program’s 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, 2004, 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 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.
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:
(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.
3. Reconciliation of Net income per Statement of Operations with Net loss per Federal Income Tax Return:
The following is a reconciliation of net income per statement of operations with net loss per federal income tax return for the period from January 27, 2004 (date of inception) through December 31, 2004:
The Partnership’s financial reporting bases of its net assets exceeded the tax bases of its net assets by $14,942,848 at December 31, 2004.
4. Recently Issued Accounting Standards:
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.
5. Supplemental Oil and Gas Information:
The tables presented below provide supplemental information about oil and natural gas exploration and production activities as defined by SFAS No. 69, “Disclosures about Oil and Gas Producing Activities”.
Costs Incurred and Capitalized Costs:
Costs incurred in oil and natural gas acquisition, exploration and development activities for the period from January 27, 2004 (date of inception) through December 31, 2004:
Capitalized costs related to oil and natural gas acquisition, exploration and development activities for the period from January 27, 2004 (date of inception) through December 31, 2004, are as follows:
Depreciation, depletion and amortization per one thousand cubic feet of gas equivalents was $2.30 for the period from January 27, 2004 (date of inception) through December 31, 2004.
Although certain wells had been drilled, completed and began producing in December 2004, a majority of the wells were drilled and completed subsequent to December 31, 2004.
Estimated Net Quantities of Proved Oil and Gas Reserves (Unaudited):
Reserve estimates as well as certain information regarding future production and discounted cash flows were determined by the Partnership’s independent petroleum consultants and MOC’s petroleum reservoir engineers. The Partnership considers reserve estimates to be reasonable, however, due to inherent uncertainties and the limited nature of reservoir data, estimates of oil and gas reserves are imprecise and subject to change over time as additional information becomes available.
There have been no favorable or adverse events that have caused a significant change in estimated proved reserves since December 31, 2004. The Partnership has no long-term supply agreements or contracts with governments or authorities in which it acts as producer nor does it have any interest in oil and gas operations accounted for by the equity method. All reserves are located onshore within the United States.
Proved Reserves:
Standardized Measure of Discounted Future Net Cash Flows (Unaudited):
For the period from January 27, 2004 (date of inception) through December 31, 2004
The Standardized measure of discounted future net cash flows from estimated production of proved oil and gas reserves is presented in accordance with the provisions of Statement of Financial Accounting Standards No. 69, “Disclosures about Oil and Gas Producing Activities” (SFAS No. 69). In computing this data, assumptions other than those mandated by SFAS No. 69 could produce substantially different results. The Partnership cautions against viewing this information as a forecast of future economic conditions, revenues, or fair value.
The standardized measure has been prepared assuming year-end selling prices, year-end development and production costs and a 10 percent annual discount rate. No future income tax expense has been provided for the Partnership since it incurs no income tax liability. (See Significant Accounting Policies - Income Taxes in Note 1 to the Financial Statements.) The year-end prices were $41.47 per barrel of oil and $5.40 for MCF of gas as of December 31, 2004.
(1) 2004 includes $54,499 of undiscounted future asset retirement income estimated as of December 31, 2004 using current estimates of future abandonment costs and salvage income. See “Note 1. Significant Accounting Policies” for corresponding information concerning our discounted asset retirement obligations.
Summary of changes in the Standardized Measure
MEWBOURNE ENERGY PARTNERS 04-A, L.P.
INDEX TO EXHIBITS
The following documents are incorporated by reference in response to Item 15(a)3.
EXHIBIT A
MEWBOURNE ENERGY PARTNERS 04-A, LP
LIST OF GENERAL PARTNERS
ALVIN M ABE
COLBERT Y ABE
GARY L & CHRISTINE ABERNATHY
ERNEST & PATRICIA ADAIR TRUST 4-7-00
ERNEST M & PATRICIA M ADAIR TRUSTEES
AGNEW FAM TRUST 3-24-04
GLENN & PAMALA AGNEW TRUSTEES
DEBORAH L & DOMINICK S AGRESTA
DEBRA L ALBAIR TRUST 2-3-97
WILLIAM B & DEBRA ALBAIR TRUSTEES
JOHN W & DIANE M ALDEN
ALEXANDER FAM LIV TRUST
MADELINE ALEXANDER TRUSTEE
LISA A ALLEN
WANDA L ANDERECK REV LIV TRUST
WANDA L ANDERECK TRUSTEE
CAMERON S ANDERSON
GORDON E & SHIRLEY A ANDERSON
GREG ANDERSON
RICHARD ANDERSON MD & KATHLEEN ISDITH DDS
RICHARD S & WANDA J ANTHONY
NELSON G & LABRINA S C APUYA
JOANNE ARCHERD
JOSEPH JR & AVA DIANE ARCOBASSO
DALE P & MARGARET C ARMSTRONG
JOHN R ARRIETA
JAMES BAILEY & MICHELLE DELAUER
LLOYD W BAILEY MD
PATRICIA P BAILEY
ROBERT P BAINE JR
DELLAMAE BAKER TRUST 8-10-94
DELLAMAE BAKER TRUSTEE
FRANK R BAKER
JACK L BAKER
JOHN P JR & DIANE T BAKER
ROGER M & COLLEEN J BALLINGER
EVELYN C BANAYAT
DEV & RENATE BANERJEE
RUTH R BANKS
WILLIAM & GAIL BAPTIST
RONALD A & JUNE P BAREIS
JOHN ANDREW BARRETT
BRADLEY W BARTEL & SUSAN M YUSKOVIC BARTEL
MARK BASS
DAVID GEORGE BASSITT
MARK T & ROSANNE K BAUGH
BAUGH FAM TRUST 10-24-98
WILLIAM J & MARY D BAUGH TRUSTEES
RONALD A & TWILA I BAZE
GARY O BEAN MD
ARLETTA ASHE
THE AUBIN FAM TRUST 10-6-03
CHARLES D & NANCY AUBIN TRUSTEES
ALTON L AUSTIN
RONALD & JANICE BECKMANN
KIMBERLY ANN BELL 2003 TRUST
ANN MARIE BELL TRUSTEE
GEORGE W & PHLLIS B BELSEY
NEWMAN L & EVELYN BENCH TRUST 4-5-96
NEWMAN L & EVELYN M BENCH TRUSTEE
JOHN W BENGTSON
REBECCA C BENSON REV TRUST 6-26-84
REBECCA C BENSON TRUSTEE
CHARLES F & GLORIA BENZIE TRUST 8-13-93
CHARLES F & GLORIA J BENZIE TRUSTEES
ROGER & MARY BERCHTOLD FAM TRUST 3-21-97
ROGER & MARY BERCHTOLD TRUSTEES
ROLAND & LUANNE BERGSTROM
STACEY BERLOW & MICHAEL KARASICK
C NELSON BERRY III
EARL BETHKE
BICKMAN REV LIV TRUST 5-11-00
LEONARD & CORINNE BICKMAN TRUSTEES
JONATHAN M & DONNA M BIEBER
BILLINGS REV LIV TRUST 3-15-01
ANTOINETTE & EDWARD BILLINGS TRUSTEES
BILLINGS REV LIV TRUST 3-24-97
PAUL B & KAREN N BILLINGS TRUSTEE
JEROME L BILLINGSLEY & JULIANA ELLIS-BILLINGSLEY
BINDLER LIV TRUST 4-14-97
JULIAN BINDLER TRUSTEE
SALVATORE & WILMA BIONDO
SUSANNA H BIRD TRUST
DONALD J & MARY K BEARY
DOROTHY N BECKER TRUST 12-17-01
DOROTHY N BECKER TRUSTEE
WILLIAM E & DEBRA L BECKER
SANDRA S BLACK
CHARLES C BLOW
W BRAD & JAN S BOBBITT
LORRAINE B & FRED W BODE
DENNIS V & NORMA JEAN BOECK
BRENT & KRISTIE BOEHRINGER
BOMBERGER FAM LIV TRUST 12-4-97
JAMES L & ELIZABETH BOMBERGER TRUSTEES
JEROME & SANDRA BONVIE
EARL J BORDERS
GEORGIA P BORDERS
CLAIRE E BORK
WALTER A BORK
JAMES W & ELAINE M BORLAND
TERRY R BORN
LOWELL E & BETTY L BOSAW
ROBERT & PATTI BOSSI REV TRUST 10-27-00
ROBERT K & PATTI D BOSSI TRUSTEES
TERRY L & WANDA GAIL BOWLES
MARILYN BOWMAN
GERARD & GAIL BOYNTON
KENNETH A & N JEANETTE BRADLEY
S M & SHEILA A BRAMANDE
GARY J BRAMER
BRAMMER FAM TRUST 7-27-00
CHARLES BRAMMER TRUSTEE
DAVID PETE & GRACE W BLACK
ROBERT L & NEDRA J BLACK
DIANE L BRENNER
CLAUDIUS RAY & JUNE S BRINN
JAMES F BRINTON
CARL P BROADWATER
BUFORD L BROCK TRUST 12-18-91
BUFORD L BROCK TRUSTEE
DAVID R BROENEN
ERIC B BROOKS TRUST 6-7-00
ERIC B BROOKS TRUSTEE
CHARLES A & JOAN LORRAINE BROWN
JAMES KEVIN BROWN
WAYNE R BROWN
MATTHEW & HEATHER BRUENING
WILLIAM BRYANT
VERONICA ORTIZ BUCK
KEVIN & ANNA BUCKMAN
HAROLD L & LILA M BUMANN TRUST
GEORGE B BUNCH
KARL M BURETZ
JAMES R & DONNA M BURGARD
JOE ED & NAN JO BURNAM
RUSSELL J & TERRI ZAHN BURNAM
JENEPHER BURTON
FRANCIS A BUTLER
JOAN S BUTLER
RAYMOND J BUTTSCHAU TRUST 12-11-03
RAYMOND J BUTTSCHAU TRUSTEE
JOAN BRANDON
SCOTT BRAYTON
FELIX & REBECCA CACCIATO
ADAM L CAFEGE
CHARLES L CALCATERRA III TRUST 4-7-95
CHARLES L CALCATERRA III TRUSTEE
MARY L CAMPBELL
RICHARD J & NORMA J CAMPBELL
MICHAEL T & BRENDA A CANNON
HOLLIS B CANTERBURY MGMT TRUST
HOLLIS B & MICHAEL CANTERBURY TRUSTEES
MICHAEL D & LIESE CANTERBURY
DORTHA LOU CAPPS
WILLIAM L CARLSON
DONNA CARLTON
RICHARD P & JEAN M CARNEY
NICHOLAS CAROSI III & VIRGINIA O CAROSI
GENNARO M CARRAZZONE TRUST
GENNARO M CARRAZZONE TRUSTEE
GESINE W CARRAZZONE TRUST
GESINE W CARRAZZONE TRUSTEE
THOMAS & MARGIE CARTER
CARL BRUCE & JEANNE M CASCIERE
JANE CASE & HELEN KERSEY
GEORGE M & DEBORAH E CASEY
JOHN P CAVANAUGH REV LIV TRUST 7-20-97
JOHN P CAVANAUGH TRUSTEE
JOHN P & JUDY W CAYCE
NEAL & JERRE CHASTAIN
LAWRENCE M T CHEW
PATRICK & ROSANNE BYRNE
ROBERT F & MARY C CHITWOOD
WESLEY J J CHOY
LORIN CHUN
JACK J & MARGARET M CINQUE
GAIL L CISEL LIV TRUST
BRUCE B & GABRIELE CLARK
EDWARD F CLARKE LIV TRUST 1-14-94
EDWARD F CLARKE TRUSTEE
ERNEST LEE CLARK III
JOHN CLARK
PATRICK J & BRENDA CLARKE TRUST 7-8-87
PATRICK J & BRENDA J CLARKE TRUSTEES
PRUITT & ANN COBB REV LIV TRUST 11-21-97
PRUITT & ANN COBB TRUSTEES
JANE S & ROBERT S COCHRAN
ROBERT S & SUZANNE G COCHRAN
DONALD W COHEN
LOIS COHORST
STEPHEN W COLBY
WILLIAM B COLBY
EDWARD D COLE
MICHELE COLEMAN TRUST 11-2-93
MICHELE COLEMAN TRUSTEE
THOMAS J COLEMAN
COLLEEN P COLLUM
RICHARD D & DORIS E CONDON
PATRICK L & MARILYN CONLEY
EDWARD J CONNORS & CAROLYN C ROBERTS
MICHAEL & DAWN CHITWOOD
LAWRENCE CONNORS TRUSTEE
PATRICK J CONROY
WILLIAM M CONROY III
MICHAEL J COOGAN
DAVID COOK
J C JAMES COOK III
LEROY COOK
STANLEY H JR & MADELINE D COOK
GEORGE III & MICHELLE COOKE
RICHARD R & CHRISTINE CORSARO
MICHAEL J COSTIGAN & CYNTHIA L SEGERSTEN
DREW E COURTNEY MD
GARY L COWDREY
JOHN W & PHYLLIS I COX
CRABTREE ENTERPRISES LLC
TODD H PATTERSON MGR
GARY M & LINDA CRANDALL
DAVID L & DEBORAH L CRIFASI
CROSBY FAM REV LIV TRUST 7-28-00
DANIEL P & CAROL F CROSBY TRUSTEES
NORMAN E CRUZ LIV TRUST 4-30-01
NORMAN CRUZ TRUSTEE
ERIC J CUMMING
C PATRICK & MARIA C CUNTZ
KENNETH D & MARY J CUSTER
WILLIAM & PATRICIA DACEY
FRANCINE DANER
PAUL A DANNENBERG
CONNORS FAM LIV TRUST
NED & SHARON DANUSER
R RUSSELL DARBY
MATTHEW J DARINGER
JAMES R DAVIS
LESLIE S DAVIS
ROBERT C & MARY W DAVIS
DECOSTERD LIV TRUST
CHARLES E & ALICE K DECOSTERD TRUSTEES
JOSEPH DEITCH
ANE-GRETHE DELANEY
ADRIENNE & DOUGLAS F DELL
ROBERT C & DONNA D DELUCA
KENNETH D DENNEY
MARK A DERAAD
PAUL I JR & PATRICIA B DETWILER
SCOTT A DEWEY
HENDRIK & CORNELIA M DEYOUNG
EDWIN E & BARBARA J DICKAU
DAVID M & JANE DICKERSON
FREDERIC L DIEBOLD JR
MICHAEL & KATHLEEN DIESMAN FAM TRUST 7-21-98
MICHAEL & KATHLEEN DIESMAN TRUSTEES
MICHAEL & KATHLEEN DIESMAN TRUST 7-21-98
MICHAEL & KATHLEEN O DIESMAN TRUSTEES
DILLON REV LIV TRUST 1-12-04
DENNIS & TRACEY DILLON TRUSTEES
LESTER L DILLS REV TRUST 7-13-89
LESTER L DILLS TRUSTEE
WILLARD L & CLETA B DIX
EATHERLY LIV TRUST 5-30-95
FLORENCE A DOCKENDORF TRUST
FLORENCE A DOCKENDORF TRUSTEE
DODGEN FAM LIV TRUST
DAVID E DODGEN TRUSTEE
M ANNE DODRILL REV INTV TRUST
M ANNE & DAVID S DODRILL TRUSTEES
JAMES W DONNELLY
PATRICIA J DONOHOE
NANCY L DORLAC TRUST 5-29-03
NANCY L DORLAC TRUSTEE
STANDLEY DORN & CARLA ELLERN
DONALD J DORR
VICTORIA J DORR TRUST 7-23-98
VICTORIA J DORR TRUSTEE
FANE S DOWNS
JAMES C DOWNS
SUE DOWNS & MICHAEL FORSYTHE
RICHARD S DRAKE
GALEN & LINDA DRENNAN TRUST 8-22-03
GALEN G & LINDA S DRENNAN TRUSTEE
GERHARD DREO
LYNWOOD M & JUDITH S DRIKILL
FRED DUGGAN
CARLOS A DUJOVNE TRUST 5-27-04
CARLOS A & BEATRIZ DUJOVNE TRUSTEES
ALBERT W DUNN REV TRUST 4-10-95
ALBERT W DUNN TRUSTEE
WALTER W & PEGGY A DURHAM
JEAN H DURNAL REV LIV TRUST 3-9-95
JEAN H DURNAL TRUSTEE
DAVID R DYE
FEATHER & GAY FAM LIV TRUST
CARL & SHARON EATHERLY TRUSTEES
DINEEN M EBERT REV TRUST 12-20-99
DINEEN M EBERT TRUSTEE
FLOYD H ECHERD
DOROTHY ECKERT TRUST 9-18-91
DOROTHY ANN ECKERT TRUSTEE
BILLY RAY & DEIDRE LYNN EDWARDS
M E & JOAN E EDWARDS
RONALD C & JEAN F EDWARDS
BETHEL L EILAND
STEVE & JANE ELAM
ALAA A ELBENDARY
MARK & LORI ELLINGSON
DORIS A ELLIS
GREGORY M ELLIS
ALAN S & CHRISTINE A ELZEA
THE ENGLE TRUST 1-7-93
CHARLES V & MARJORIE C ENGLE TRUSTEES
DONNA GAIL ENRICO
JOAN H ERICSON TRUST
PHYLLIS A ESHLEMAN
JOHN WAYNE & BETTY EVANS TRUST 7-2-97
JOHN WAYNE & BETTY A EVANS TRUSTEES
ROBERT G & MARILYN A EVANS
ROBERT CHARLES & BEVERLY EVANS
NANCY M FARMER TRUST 7-28-00
NANCY M FARMER TRUSTEE
PATRICK D & KAREN S FARQUHAR
STEPHANIE & RONALD FISHER TRUST
STEPHANIE & RONALD FISHER TRUSTEES
ARTHUR FEATHER & MARY BETH GAY TRUSTEES
JOHN C FEATHERSTONE JR
STEVEN & KAREN FEATHERSTONE
STEVEN C FEDER
FELSTEIN FAM TRUST 7-11-97
STEVEN R & KATHLEEN FELSTEIN TRUSTEES
FENNELL & MONDAY LIV TRUST 7-3-02
JAMES G FENNELL & DIANE MONDAY TRUSTEES
JOHN C FEREBEE
METAXAS FERENTINOS & MARY ZACK
RICHARD FERGUSON
CHARLES M FERNANDEZ LIV TRUST 10-11-96
CHARLES M FERNANDEZ TRUSTEE
G PETE FIELDS
KENNETH TODD & JANET S FIELDS
MARGARET FILINGERI
MICHAEL JOSEPH FILINGERI
VINCENZA FILINGERI
JOSEPH P & TONI M FINCO
DORIS W FINDLAY 10-4-94
DORIS W FINDLAY TRUSTEES
DAVID A FINKEL
DEBORAH S FINKEL
ADELE J FINLEY REV LIV TRUST 5-29-97
ADELE FINLEY TRUSTEE
R SCOTT & DONNA M FIREBAUGH
JAMES E FISCHER
WILLIAM & LOIS FISCHER
VICKI S & C ROBERT FULK
DANIEL E & ROBIN L FULLER
A KEN & JOYCE FLAKE
MARY FLAUAUS REV LIV TRUST 2-1-94
MARY M WURTZ TRUSTEE
ALICE VIRGINIA D FLETCHER
PAUL B & ANNE C FLETCHER
FOGLE LIV TRUST 9-26-95
STEPHEN & MARJORIE FOGLE TRUSTEES
LAURIE C FONTANA SEPERATE PROP
MICHAEL J FORKINS
CHARLES W & JACQUELINE C FOWLER
ROBERT L FOX
LARRY D FRANK
DARREL D FRANKLIN REV TRUST 10-8-99
DARREL D FRANKLIN TRUSTEE
GARRETT M FRANZONI MD
LARRY & JACQUELYN FREDETTE
SCOTT & SARAH FREEDMAN
FREEDOM DREAM TEAM INC
FREIERT REV LIV TRUST 11-12-92
MILTON A & ELEANOR J FREIERT TRUSTEES
DONALD E JR & ROBIN R FRENCH
JEAN ANN KRBECHK FREY & WILLIAM J FREY
ROGER FRICKEL
LOREN J & ANNA MARIE FRIDGEN
WAYNE D & DEANNA K FRIEDRICHS
GERARD FROESEL
BRIAN Y & CAROL C FUJIOKA
DOROTHY I GOGGIO REV LIV TRUST 11-27-96
DOROTHY I GOGGIO TRUSTEE
STEPHEN R GOLDIE
KEVIN J GALLAGHER
SUZANNE G GALLAGHER
MATTHEW M & MARY ANN GALLUS
THOMAS H GARNETT JR
EUGENE & MARY JO GAROFALO
ARTURO & WANDA GARRIGA
EDWARD M & MARGARET GARSTKA
MARTY GAWLAS
GAYNOR FAM REV TRUST
WILLIAM R & MAUREEN GAYNOR TRUSTEES
VERNON & MARILYN GEILE
BRIAN C & JANET S GELLES
KEN GEORGE
WILLIAM H GERBER TRUST 12-5-94
WILLIAM H & BETH S GERBER TRUSTEES
DONALD E & JANET S GIBBS
MARILYN A GIBSON
STANLEY K GILBERT JR MD
SHIRLEY GILLESPIE
KELLY F & VELMA O GILLETTE
JANE E GISLASON
DAVID STEVEN GLADE
JOHN M GLIDEWELL LIV TRUST 3-30-99
JOHN M GLIDEWELL TRUSTEE
LINDA GLOVER
S L GOFF LTD, SARA L GOFF GEN PARTNER
DAVID & DIANE GRUBBS
GTF ENTERPRISES LLC
PAULA M GULLEY
EUGENE GOLDMAN
JAMES GOMEZ TRUST 10-8-94
JAMES GOMEZ TRUSTEE
THOMAS E & ANNETTE M GOOD
JUDY J GOODNIGHT
LINDA GORDON
JOSEPH D GORG REV LIV TRUST 4-28-99
JOSEPH D GORG TRUSTEE
SUSAN H GORNSTEIN
WILLIAM & ANGELA GOULD
JOSEPH & LILLIAN GRAFT TRUST 3-16-93
JOSEPH C & LILLIAN P GRAFT TRUSTEES
DAVID J W GRANT
RICHARD & JOAN GRANTHAM TRUST 8-23-97
RICHARD & JOAN GRANTHAM TRUSTEES
JAMES G GRATTAN MD & REBECCA A H GRATTAN
WESTON O GRAVES JR
MICHAEL T GREEN
TERRY GREEN
BENNETT E GREENFIELD
ROSS D & PEGGY D GREENSTREET
DAVID M & BOOBPAR GREHAWICK
PHILLIP GRILLO
SHIRLEY O GRILLO REV LIV TRUST 11-21-97
MARILYN A GALATI-GROTE TRUST 3-11-96
MARILYN A GALATI-GROTE TRUSTEE
MICHAEL A GRAVEN
RICHARD F & CAROL H HARRIS
ROGER HARRIS FAM TRUST 9-29-94
ROGER HARRIS TRUSTEE
VERONICA S HARRIS LIV TRUST 11-23-94
VERONICA S & KEVIN E HARRIS TRUSTEES
SUMIKO GUMMERT TRUST
ROBERT W GURNEY MD
PATRICIA ANN GUTER TRUST 4-25-02
PATRICIA & DONALD GUTER TRUSTEES
JUDY GUTTSCHALK DEC OF TRUST 1-15-01
JUDY & GEORGE GUTTSCHALK TRUSTEES
MICHAEL A & SUNAY GYORI
ROGER G & DOROTHY F HAACK
BERNARD J & LAURIE W HABLE
EDWARD & CAROL HALIKMAN
HALLMARK-SOUTHWEST CORP
PETER B HALMOS TRUST 3-30-95
PETER B HALMOS TRUSTEE
DON & KAY HALSEY LIV TRUST 10-8-93
D J & KATHERINE H HALSEY TRUSTEES
KENNETH HALVELAND LIV TRUST 1-15-92
KENNETH HALVELAND TRUSTEE
JOHN B HAMMOND TRUST 10-22-98
JOHN B HAMMOND TRUSTEE
HOLLY HANING
ELIZABETH HANLEY
LISA J HANSARD MD & PATRICK A HASKELL MD
WILLIAM W & DIANNE S HANSEN
VIRGINIA HARMANN REV TRUST
VIRGINIA HARMANN TRUSTEE
ROBERT C HARRINGTON REV TRUST 9-17-02
ROBERT C HARRINGTON TRUSTEE
JANET HARRIS
DOUGLAS S & GAYLE R HERBERT
JAMES R HEROLD TRUST 5-25-01
HOWARD HERTZ REV LIV TRUST 5-10-90
HOWARD HERTZ TRUSTEE
STEVEN KAI HARRISON
GRAY HARSH
PAUL F HARSTAD
BRIAN T HART
MARIANNE K HARTLEY
GARY & JANE HARTLING
GEORGE R HARTNETT
HAVELKA HOLDING CO LP
NAWAL S HAWATMEH
SAMER T HAWATMEH
HAYAKAWA FAM TRUST 7-17-96
GEORGE & BETTY HAYAKAWA TRUSTEES
MICHAEL HAYES
KATHLEEN M & GEORGE HAYNE
DALE & MARY HECKENBERG TRUST 8-17-99
DALE & MARY HECKENBERG TRUSTEES
TERRY & BARBARA HECKENBERG TRUST 8-17-99
TERRY D OR BARBARA HECKENBERG TRUSTEES
PAUL HEDQUIST & MARGARET ALTMIX-HEDQUIST
JAMES L & WILMA H HEFLIN
BILL R & LAURA V HEINTZ
HAROLD L & HAZEL M HELM TRUST 6-6-97
HAROLD L & HAZEL M HELM TRUSTEES
DONALD EUGENE HENNEBERG
EGBERT D HEPLER
HOOVER FAM TRUST 9-8-99
A J & JOAN HOOVER TRUSTEES
ROBERT R HOPKINS
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ANDREW E MANATOS
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JOHN O NAVARES JR TRUST 9-20-94
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RALPH E NEBELUNG
DAVID M NELSON
LYNN D & JANE R NELSON
VERNON R NELSON
JOHN J NESWADI JR
A ROBERT NEURATH
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JOAN S NORWITZ
MARY B PASPALAS
RICHARD W PATTON
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SHERRY L PEARCE
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LLOYD D OPFER
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DARLINE J OSTAPIUK
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LEAH R RIEDEL
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ESSIE M PURNELL
THOMAS J PUSATERI
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H SCOTT REEVES
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H GRANT STODDARD TRUSTEE
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ELMER THORNTON
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BETTY J VAN GENDEREN TRUSTEE
KENNETH D & ANNETTE VAN WYK
RANDALL E & JOAN VARILEK
CLIFFORD J VARS III
PHILIPPE A M VEETERS & MIRJAM N F MADSSEN
ERIC P & KAREN A VENIT
DAVID A & ANNE M VER HELST
JAMIE L VILLEGAS
EDWARD JR & ANN H VOLIVA
JOHN E VOLIVA
J M & JOAN M WELTZIEN
THE WEST TRUST 5-18-93
THOMAS E & DEBRA W WEST TRUSTEES
CHARLES E WHETSEL III
JANET K WHETSEL
COLIN D & RENEE P WHITE
MICHAEL P WHITEHEAD TRUST 6-12-01
MICHAEL P WHITEHEAD TRUSTEE
WHITLOCK FAM LIV TRUST
JANET WHITLOCK TRUSTEE
JAMES R & CAROLE A WHITMORE
JOHN & JUDY WICK
INDENTURE-TRUST BONNIE WILCOX 12-24-90
AMD 12-4-94 & 7-7-99 BONNIE WILCOX TRUSTEE
LEE & LINDA WILKINS
MARY WILLIAMS
GLEN WILSON
LARRY T WILSON
GLENN DAVID WEBB
PHILIP R & CATHY L WEBB
RUSSELL WEBB
MELBA JEAN WEHMEIER
C ERIK & ELLEN WEIHENMAYER
DAVID L WEIMER
JOYCE T WEINGARTNER
FRED L WEISSENBORN
JOAN WEISSENBORN
GEORGE & LOYD MARILYN WELCH
RICHARD A & JANENE R WELNIAK
WOODY LIV TRUST
KAY WOODY TRUSTEE
RAY H II & JANIE G WRIGHT
SANDRA Y S YAP
ARTHUR A YOSHIMURA
DAVID R YOUNG
DAVID E YOUNG
MICHAEL B & JUDY YOUNG
RALPH G & DOROTHY M YOUNGBLOOD
GLENN R YTZEN TRUST
GLENN R YTZEN TRUSTEE
L FRED & SARAH V ZABEL
LAWRENCE ZELLE
MIKLOS C & MARIA T ZERINVARY
NORMAN E ZISCHKE
WARD E & MARY F ZISCHKE
ZUMMALLEN LIV TRUST 10-25-91
N E & J R RENNER ZUMMALLEN TRUSTEES
WOODROW W WILSON
DEBRA E WINDHAM REV LIV TRUST 10-14-03
DEBRA E WINDHAM TRUSTEE
BRUCE M WITTE
GILBERT & ANNETTE WITTHAUS
DAVID C & VICKIE WOLFE
JANEY S WONG TRUST 5-26-92
JANEY S WONG TRUSTEE
SYLVIA C WONG REV TRUST 4-13-92
SYLVIA C WONG TRUSTEE
GEORGE W WOODFIN
DONALD A & DEBORAH S WOODWARD