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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2005

 

Or

 

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

 

For the transition period from                      to                     

 

Commission File No. 333-85994

 

MEWBOURNE ENERGY PARTNERS 02-A, L.P.

 

Delaware   75-0871949

(State or jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

3901 South Broadway, Tyler, Texas   75701
(Address of principal executive offices)   (Zip code)

 

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

 

Not Applicable

(Former name, former address and former fiscal year,

if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes    ¨ No

 



Table of Contents

Mewbourne Energy Partners 02-A, L.P.

 

INDEX

 

          Page No.

Part I – Financial Information     

Item 1.

   Financial Statements     
     Balance Sheets - March 31, 2005 (Unaudited) and December 31, 2004    3
     Statements of Operations (Unaudited) - For the three months ended March 31, 2005 and 2004    4
     Statements of Cash Flows (Unaudited) - For the three months ended March 31, 2005 and 2004    5
     Statement of Changes In Partners’ Capital (Unaudited) - For the three months ended March 31, 2005    6
     Notes to Financial Statements    7

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    10

Item 4.

   Disclosure Controls and Procedures    12

Part II – Other Information

    

Item 1.

   Legal Proceedings    12

Item 6.

   Exhibits and Reports on Form 8-K    12

 

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Mewbourne Energy Partners 02-A, L.P.

 

Part I – Financial Information

 

Item 1. Financial Statements

 

BALANCE SHEETS

March 31, 2005 and December 31, 2004

 

     March 31,
2005


    December 31,
2004


 
     (Unaudited)        

ASSETS

                

Cash

   $ 1,127     $ 707  

Accounts receivable, affiliate

     680,653       945,711  
    


 


Total current assets

     681,780       946,418  
    


 


Oil and gas properties at cost, full cost method

     17,032,017       17,037,870  

Less accumulated depreciation, depletion and amortization

     (4,483,213 )     (4,189,356 )
    


 


       12,548,804       12,848,514  
    


 


Total assets

   $ 13,230,584     $ 13,794,932  
    


 


LIABILITIES AND PARTNERS’ CAPITAL

                

Accounts payable, affiliate

   $ 76,434     $ 81,320  
    


 


Asset retirement obligation plugging liability

     401,839       397,622  
    


 


Total limited partners’ capital

     12,752,311       13,315,990  
    


 


Total liabilities and partners’ capital

   $ 13,230,584     $ 13,794,932  
    


 


 

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

 

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Mewbourne Energy Partners 02-A, L.P.

 

STATEMENTS OF OPERATIONS

For the three months ended March 31, 2005 and 2004

(Unaudited)

 

     Three Months Ended
March 31,


     2005

   2004

Revenues and other income:

             

Oil and gas sales

   $ 1,079,323    $ 1,498,046

Interest income

     641      272
    

  

Total revenues and other income

     1,079,964      1,498,318
    

  

Expenses:

             

Lease operating expense

     113,215      144,936

Production taxes

     92,470      130,453

Administrative and general expense

     54,132      53,856

Depreciation, depletion, and amortization

     293,857      467,469

Asset retirement obligation accretion

     4,217      4,045
    

  

Net income

   $ 522,073    $ 697,559
    

  

Basic and diluted net income per limited partner interest (16,072 interests outstanding)

   $ 32.48    $ 43.40
    

  

 

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

 

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Mewbourne Energy Partners 02-A, L.P.

 

STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2005 and 2004

(Unaudited)

 

     2005

    2004

 

Cash flows from operating activities:

                

Net income

   $ 522,073     $ 697,559  

Adjustment to reconcile net income to net cash provided by operating activities:

                

Depreciation, depletion, and amortization

     293,857       467,469  

Asset retirement obligation accretion

     4,217       4,045  

Changes in operating assets and liabilities:

                

Accounts receivable, affiliate

     265,058       (35,046 )

Accounts payable, affiliate

     (4,886 )     (17,043 )
    


 


Net cash provided by operating activities

     1,080,319       1,116,984  
    


 


Cash flows from investing activities:

                

Proceeds from sale of oil and gas properties

     5,853       —    

Purchase and development of oil and gas properties

     —         (60,171 )
    


 


Net cash provided by investing activities

     5,853       (60,171 )
    


 


Cash flows from financing activities:

                

Cash distributions to partners

     (1,085,752 )     (1,014,911 )
    


 


Net cash used in financing activities

     (1,085,752 )     (1,014,911 )
    


 


Net increase in cash

     420       41,902  

Cash, beginning of period

     707       198  
    


 


Cash, end of period

   $ 1,127     $ 42,100  
    


 


 

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

 

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Mewbourne Energy Partners 02-A, L.P.

 

STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

For the three months ended March 31, 2005

(Unaudited)

 

     Limited
Partners
Total


 

Balance at December 31, 2004

   $ 13,315,990  

Cash distributions

     (1,085,752 )

Net income

     522,073  
    


Balance at March 31, 2005

   $ 12,752,311  
    


 

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

 

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Mewbourne Energy Partners 02-A, L.P.

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

1. Accounting Policies

 

Reference is hereby made to the Partnership’s Annual Report on Form 10-K for 2004, which contains a summary of significant accounting policies followed by the partnership in the preparation of its financial statements. These policies are also followed in preparing the quarterly report included herein.

 

In the opinion of management, the accompanying unaudited financial statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position, results of operations, cash flows and partners’ capital for the periods presented. The results of operations for the interim periods are not necessarily indicative of the final results expected for the full year.

 

2. Accounting for Oil and Gas Producing Activities

 

Mewbourne Energy Partners 02-A, L.P., (the “Partnership”), a Delaware limited partnership is engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, and was organized on February 27, 2002. The offering of limited and general partnership interests began June 26, 2002 as a part of an offering registered under the name Mewbourne Energy Partners 02-03 Drilling Programs, (the “Program”), and concluded October 10, 2002, with total investor contributions of $16,072,000 originally being sold to 647 subscribers of which $14,667,000 were sold to 597 subscribers as general partner interests and $1,405,000 were sold to 50 subscribers as limited partner interests. During the quarter ended March 31, 2004, all general partner interests were converted to limited partner interests and accordingly all partnership interests have been reflected in the accompanying financial statements as limited partner interests.

 

The Partnership follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and non-productive costs incurred in the acquisition, exploration and development of oil and gas properties are capitalized. Depreciation, depletion and amortization of oil and gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and gas properties. At March 31, 2005 and 2004 substantially all capitalized costs were subject to amortization. Proceeds from the sale or other disposition of properties are credited to the full cost pool. Gains and losses on the sale or other disposition of properties are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and the proved oil and gas reserves. Capitalized costs are subject to a quarterly ceiling test that limits such costs to the aggregate of the present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties.

 

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3. Asset Retirement Obligations

 

In accordance with FAS 143, the Partnership has recognized an estimated liability for future plugging and abandonment costs. The estimated liability is based on historical experience and estimated well life. The liability is discounted using the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in well plugging and abandonment costs or well useful lives, or if federal or state regulators enact new well restoration requirements. The Partnership recognizes accretion expense in connection with the discounted liability over the remaining life of the well.

 

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

 

     2005

   2004

Balance, beginning of period

   $ 397,622    $ 381,442

Accretion expense

     4,217      4,045
    

  

Balance, end of period

   $ 401,839    $ 385,487
    

  

 

4. Related Party Transactions

 

Mewbourne Development Corporation (MD) is managing general partner and Mewbourne Oil Company (MOC) is operator of oil and gas properties owned by the Partnership. Mewbourne Holdings, Inc. is the parent of both MD and MOC. Substantially all transactions are with MD and MOC.

 

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

 

In general, during any particular calendar year the total amount of administrative expenses allocated to the Partnership shall not exceed the greater of (a) 3.5% of the Partnership’s gross revenue from the sale of oil and natural gas production during each year (calculated without any deduction for operating costs or other costs and expenses) or (b) the sum of $50,000 plus .25% of the capital contributions of limited and general partners.

 

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The Partnership participates in oil and gas activities through a Drilling Program Agreement, the Program. The Partnership and MD are parties to the Program agreement. The costs and revenues of the Program are allocated to MD and the Partnership as follows:

 

     Partnership

    MD

 

Revenues:

            

Proceeds from disposition of depreciable and depletable properties

   60 %   40 %

All other revenues

   60 %   40 %

Costs and expenses:

            

Organization and offering costs (1)

   0 %   100 %

Lease acquisition costs (1)

   0 %   100 %

Tangible and intangible drilling costs (1)

   100 %   0 %

Operating costs, reporting and legal expenses, general and administrative expenses and all other costs

   60 %   40 %

 

(1) As noted above, pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which will approximate 30% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less that 30% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program’s total capital costs reaches approximately 30%.

 

The Partnership’s financial statements reflect its respective proportionate interest in the Program.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Liquidity and Capital Resources

 

Mewbourne Energy Partners 02-A, L.P. (the “Partnership”) was formed February 27, 2002. The offering of limited and general partnership interests began June 26, 2002 and concluded October 10, 2002, with total investor contributions of $16,072,000. During the quarter ended March 31, 2004, all general partner interests were converted to limited partner interests and accordingly all partnership interests have been reflected in the accompanying financial statements as limited partner interests.

 

The Partnership has acquired interests in oil and gas prospects for the purpose of development drilling. The Partnership participated in the drilling of 44 wells. 39 wells were productive and 5 wells were abandoned.

 

Future capital requirements and operations will be conducted with available funds generated from oil and gas activities. No bank borrowing is anticipated. The Partnership had net working capital of $605,346 at March 31, 2005.

 

During the three months ended March 31, 2005, the Partnership made cash distributions to the investor partners in the amount of $1,085,752 as compared to $1,014,911 for the three months ended March 31, 2004. The Partnership expects that cash distributions will continue during 2005 as additional oil and gas revenues are sufficient to produce cash flows from operations.

 

The sale of crude oil and natural gas produced by the Partnership will be affected by a number of factors that are beyond the Partnership’s control. These factors include the price of crude oil and natural gas, the fluctuating supply of and demand for these products, competitive fuels, refining, transportation, extensive federal and state regulations governing the production and sale of crude oil and natural gas, and other competitive conditions. It is impossible to predict with any certainty the future effect of these factors on the Partnership.

 

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Results of Operations

 

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

 

Oil and gas revenues.

 

     Three Months Ended March 31,

     2005

   2004

Oil and gas sales

   $ 1,079,323    $ 1,498,046

Barrels produced

     1,065      2,048

Mcf produced

     188,876      290,938

Average price/bbl

   $ 47.08    $ 33.69

Average price/mcf

   $ 5.45    $ 4.91

 

As shown in the table above, total oil and gas sales decreased $418,723 (28.0%) for the three months ended March 31, 2005 as compared to the three months ended March 31, 2004. Of this decrease, $46,297 and $556,411, respectively, were related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 983 bbls of oil and 102,062 mcf of gas for the three months ended March 31, 2005 as compared to the three months ended March 31, 2004. The decrease in volumes of oil sold was primarily due to a substantial decline in the production of four wells. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a substantial decline in the production of one well. The wells with a substantial decline in production are not expected to return to previously high levels of production. These decreases were partially offset by increases of $27,432 and $156,553, respectively, related to increases in the average prices of oil and gas sold. Average oil and gas prices increased to $47.08 per bbl and $5.45 per mcf for the three months ended March 31, 2005 from $33.69 per bbl and $4.91 per mcf for the three months ended March 31, 2004.

 

Interest income. Interest income was $641 during the three months ended March 31, 2005 as compared to $272 during the three month period ended March 31, 2004.

 

Lease operations and production taxes. Lease operating expense during the period ended March 31, 2005 totaled $113,215 as compared to $144,936 for the period ended March 31, 2004. Production taxes during the period ended March 31, 2005 total $92,470 compared to $130,453 for the period ended March 31, 2004. Lease operating expense decreased primarily due to well repair and maintenance expenses for one well in the period ended March 31, 2004. The decrease in production taxes is due to the decrease in oil and gas revenues.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended March 31, 2005 total $293,857 compared to $467,469 for the three month period ended March 31, 2004. The decrease is due to the decline in production volumes.

 

Administrative and general expense. Administrative and general expense for the three month period ended March 31, 2005 total $54,132 and was comparative to $53,856 for the period ended March 31, 2004.

 

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Item 4. Disclosure Controls and Procedures

 

Mewbourne Development Corporation (“MDC”), the Managing General Partner of the Partnership, maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. Within 90 days prior to the filing of this report, MDC’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures with the assistance and participation of other members of management. Based upon that evaluation, MDC’s Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Partnership is required to disclose in the reports it files under the Securities Exchange Act of 1934 within the time periods specified in the SEC’s rules and forms. There have been no significant changes in MDC’s internal controls or in other factors which could significantly affect internal controls subsequent to the date MDC carried out its evaluation.

 

Part II   –   Other Information

 

Item 1. Legal Proceedings

 

None.

 

Item 6. Exhibits and Reports on Form 8-K

 

  (a) Exhibits filed herewith.

 

31.1    Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2    Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1    Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2    Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

  (b) Reports on Form 8-K

 

None.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

Mewbourne Energy Partners 02-A, L.P.
By:  

Mewbourne Development Corporation

Managing General Partner

 

Date: May 12, 2005

 

By:

 

/s/ Alan Clark

   

Alan Clark, Treasurer

 

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INDEX TO EXHIBITS

 

EXHIBIT
NUMBER


  

DESCRIPTION


31.1    Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2    Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1    Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2    Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

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