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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the year ended December 31, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
--------------- ---------------
Commission File No. 333-85994
MEWBOURNE ENERGY PARTNERS 02-A, L.P.
Delaware 71-0871949
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3901 South Broadway, Tyler, Texas 75701
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (903) 561-2900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the act:
Limited and general partnership interest $1,000 per interest
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
No market currently exists for the limited and general partnership interest of
the registrant. Based on original purchase price the aggregate market value of
limited and general partnership interest owned by non-affiliates of the
registrant is $16,072,000.00.
The following documents are incorporated by reference into the indicated parts
of this Annual Report on Form 10-K: Part of the information called for by Part
IV of the Annual Report on Form 10-K is incorporated by reference from the
Registrant's Registration Statement on Form S-1, File No. 333-85994.
1
PART I
ITEM 1. BUSINESS
Mewbourne Energy Partners 02-A, L.P. (the "Registrant") is a limited partnership
organized under the laws of the State of Delaware on February 27, 2002 (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 are being offered at $1,000
each. The maximum offering amount will be $18,000,000 (18,000 interests) per
partnership. The Registrant was declared effective by the Securities and
Exchange Commission on June 26, 2002. On October 10, 2002, the offering of
limited and general partnership interests in the Registrant was closed, with
interests aggregating $16,072,000 being sold to 647 subscribers of which
$14,642,000 were sold to 596 subscribers as general partner interests and
$1,430,000 were sold to 51 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 Registrant has acquired interests in oil and gas prospects for the purpose
of development drilling. At December 31, 2002, 10 wells had been drilled and
were productive and one well was drilled and abandoned. The following table
summarizes the Registrant's drilling activity from inception through December
31, 2002:
Gross Net
--------------- ---------------
Dry Productive Dry Productive
--- ---------- --- ----------
Development wells 1 10 .390 3.062
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
2
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 28, 2003, MOC employed 121 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 tend to
increase during the winter months. Order backlog is not pertinent to the
Registrant's business.
ITEM 2. PROPERTIES
The Registrant's properties consist primarily of leasehold interests in
properties on which oil and gas wells are located. Such property interests are
often subject to landowner royalties, overriding royalties and other oil and gas
leasehold interests.
Fractional working interests in developmental oil and gas prospects located
primarily in the Anadarko Basin of Western Oklahoma, the Texas Panhandle, and
the Permian Basin of New Mexico and West Texas, were acquired by the Registrant.
At December 31, 2002, 10 wells had been drilled and were productive and one well
was drilled and abandoned.
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, 2002 covered by this report.
3
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At March 28, 2003, the Registrant had 16,072 outstanding limited and general
partnership interests held of record by 648 subscribers. There is no established
public or organized trading market for the limited and general partnership
interests.
Revenues which, in the sole judgement of the managing general partner, are not
required to meet the Registrant's obligations will be distributed to the
partners at least quarterly in accordance with the Registrant's Partnership
Agreement. During the period from inception through December 31, 2002, no
distributions had been made to the limited and general partners.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the period from
February 27, 2002 (date of inception) through December 31, 2002:
Operating results:
- ------------------
Oil and gas sales $ 219,099
Net loss $( 135,645)
Net loss per limited and general partner interest $( 8.44)
At year end:
Total Assets $15,953,964
===========
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
Mewbourne Energy Partners 02-A, L.P. (the "Registrant") was organized as a
Delaware limited partnership on February 27, 2002. The offering of limited and
general partner interests began June 26, 2002 as part of an offering registered
under the name Mewbourne Energy 02-03 Drilling Programs. The offering of limited
and general partner interests in the Registrant concluded October 10, 2002, with
total investor partner contributions of $16,072,000.
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.
4
Results of Operations
Because the Registrant was formed during the period covered by this report, no
trend analysis based on yearly changes in liquidity, capital resources or
results of operations is available.
Revenues and other income during the period from February 27, 2002 (date of
inception) through December 31, 2002 totaled $242,244, and consisted of oil and
gas sales in the amount of $219,099, and interest income in the amount of
$23,145. Gas production volumes during the period ended December 31, 2002
amounted to approximately 57,758 mcf of gas at a corresponding average realized
price of $3.79 per mcf of gas. There was no oil production in 2002. Expenses
totaling $377,889, consisted primarily of depreciation, depletion and
amortization in the amount of $107,171,and a cost ceiling write-down of
$242,261. Lease operating expenses totaled $6,018. Production taxes were
$17,609. Administrative and general expenses were $4,830. At December 31, 2002,
10 wells had been drilled and were productive and 1 well had been drilled and
abandoned. The Registrant's oil and gas revenues should increase during 2003 as
additional wells are completed and oil and gas production is sold. Interest
income should decrease in 2003 as the remaining wells are drilled and the
available cash is utilized for the equipping of such wells. The Registrant
expects that drilling and completion costs will decrease during 2003 and that
lease operating cost and depletion provisions will increase.
Liquidity and capital resources
Net cash increased by $4,052,370 during the period from February 27, 2002 (date
of inception) through December 31, 2002. Approximately $12,020,988 of the net
initial partners' capital of $16,072,000 was used for drilling and completion
and prepaid well costs. Capital requirements in the future are expected to be
paid with the initial partners' capital. Management believes that funds are
sufficient to complete the wells for which funds have been committed. Under
certain circumstances, as provided in the 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.
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 as reported in the footnotes to the
financial statements. Changes in oil and gas prices, changes in production
estimates and the success or failure of future development activities could have
a significant effect on reserve estimates. The reserve estimates directly impact
the computation of depreciation, depletion and amortization, and the ceiling
test for the Registrant's oil and gas properties.
5
The Registrant follows the full-cost method of accounting for its oil and gas
activities. Under the full-cost method, all productive and nonproductive costs
incurred in the acquisition, exploration and development of oil and gas
properties are capitalized. Depreciation, depletion and amortization of oil and
gas properties subject to amortization is computed on the units-of-production
method based on the proved reserves underlying the oil and gas properties. Oil
and gas properties are subject to an annual ceiling test that limits such costs
to the aggregate of the present value of future net cash flows of proved
reserves and the lower of cost or fair value of unproved properties.
All financing activities of the Registrant are reported in the financial
statements. The Registrant does not engage in any off-balance sheet financing
arrangements.
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143 (FAS 143), Accounting for Asset
Retirement Obligations. This statement changes financial accounting and
reporting for obligations associated with the retirement and disposal of
long-lived assets and the associated asset retirement costs and is effective for
the Partnership beginning January 1, 2003. The Partnership is currently
evaluating the effect of adopting FAS 143.
In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146 (FAS 146), Accounting for Costs
Associated with Exit or Disposal Activities. This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and is effective for the Partnership beginning January 1, 2003. The adoption of
FAS 146 is not expected to have a material impact on the Partnership's financial
statements.
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.
6
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Registrant does not have any officers or directors. Under the Registrant's
Partnership Agreement, the Registrant's managing general partner, MD, is granted
the exclusive right and full authority to manage, control and administer the
Registrant's business. MD is a wholly-owned subsidiary of Mewbourne Holdings,
Inc.
Set forth below are the names, ages and positions of the directors and executive
officers of MD, the Registrant's managing general partner. Directors of MD are
elected to serve until the next annual meeting of stockholders or until their
successors are elected and qualified.
Age as of
December 31,
Name 2002 Position
- ---- ------------ --------
Curtis W. Mewbourne 67 President and Director
J. Roe Buckley 40 Vice President and Chief
Financial Officer
Alan Clark 50 Treasurer
Michael F. Shepard 56 Secretary and General
Counsel
Dorothy M. Cuenod 42 Assistant Secretary
and Director
Ruth M. Buckley 41 Assistant Secretary
and Director
Julie M. Greene 39 Assistant Secretary
and Director
7
CURTIS W. MEWBOURNE, age 67 formed Mewbourne Holdings, Inc. in 1965 and
serves as Chairman of the Board and President of Mewbourne Holdings, MOC and MD.
He has operated as an independent oil and gas producer for the past 38 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 40 joined Mewbourne Holdings, Inc. in July, 1990
and serves as Vice President and Chief Financial Officer of both MD and MOC. Mr.
Buckley was employed by MBank Dallas from 1985-1990 where he served as a
commercial loan officer. He received a Bachelor of Arts in Economics from
Sewanee in 1984. Mr. Buckley is the son-in-law of Curtis W. Mewbourne and is
married to Ruth M. Buckley. He is also the brother-in-law of Dorothy M. Cuenod
and Julie M. Greene.
ALAN CLARK, age 50, 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 56 joined MOC in 1986 and serves as Secretary
and General Counsel of MD. He has practiced law exclusively in the oil and gas
industry since 1979 and formerly was counsel with Parker Drilling Company and
its Perry Gas subsidiary for seven years. Mr. Shepard holds the Juris Doctor
degree from the University of Tulsa where he received the National Energy Law
and Policy Institute award as the outstanding graduate in the Energy Law
curriculum. He received a B.A. degree, magna cum laude, from the University of
Massachusetts in 1976. Mr. Shepard is a member of the bar in Texas and Oklahoma.
DOROTHY MEWBOURNE CUENOD, age 42 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 41 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 39 received a B.A. in Business
Administration from the University of Oklahoma. Since 1988 she has served as a
Director and Assistant Secretary of both MD and MOC. Prior to that time she was
employed by Rauscher, Pierce, Refsnes, Inc. Ms. Greene is the daughter of Curtis
W. Mewbourne and is the sister of Dorothy M. Cuenod and Ruth M. Buckley. She is
also the sister-in-law of J. Roe Buckley.
8
ITEM 11. EXECUTIVE COMPENSATION
The Registrant does not have any directors or officers. Management of the
Registrant is vested in the managing general partner. None of the officers or
directors of MD or MOC will receive remuneration directly from the Registrant,
but will continue to be compensated by their present employers. The Registrant
will reimburse MD and MOC and affiliates thereof for certain costs of overhead
falling within the definition of Administrative Costs, including without
limitation, salaries of the officers and employees of MD and MOC; provided that
no portion of the salaries of the directors or of the executive officer of MOC
or MD may be reimbursed as Administrative Costs.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Beneficial owners of more than five percent
Name of Amount & Nature Percent
Beneficial of Beneficial of
Title of Class Owner Owner Class
- -------------- ------------ --------------- ------------
None None N/A N/A
(b) Security ownership of management
The Registrant does not have any officers or directors. The managing general
partner of the Registrant, MD, has the exclusive right and full authority to
manage, control and administer the Registrant's business. Under the Registrant's
Partnership Agreement, limited and general partners holding a majority of the
outstanding limited and general partnership interests have the right to take
certain actions, including the removal of the managing general partner. The
Registrant is not aware of any current arrangement or activity that may lead to
such removal.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with MD and its affiliates
Pursuant to the Registrant's Partnership Agreement, the Registrant had the
following related party transactions with MD and its affiliates during the
period February 27, 2002 (date of inception) through December 31, 2002:
Payment of well charges and
supervision charges in accordance
with standard industry operating
agreements $222,098
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 Program's 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 Program's revenues.
9
PART IV
ITEM 14. 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.
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 Accountants
Balance sheet as of December 31, 2002
Statement of loss for the period from
February 27, 2002 (date of inception)
through December 31, 2002
Statement of changes in partners' capital for the
period from February 27, 2002 (date of inception)
through December 31, 2002
Statement of cash flows for the period from
February 27, 2002 (date of inception)
through December 31, 2002
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.
10
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 02-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 28, 2003
- ----------------------------
Curtis W. Mewbourne
/s/ J. Roe Buckley Vice President/Chief March 28, 2003
- ----------------------------
J. Roe Buckley Financial Officer
/s/ Alan Clark Treasurer March 28, 2003
- ----------------------------
Alan Clark
/s/ Dorothy M. Cuenod Director March 28, 2003
- ----------------------------
Dorothy M. Cuenod
/s/ Ruth M. Buckley Director March 28, 2003
- ----------------------------
Ruth M. Buckley
/s/ Julie M. Greene Director March 28, 2003
- ----------------------------
Julie M. Greene
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE N1OT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT
No annual report or proxy material has been sent to the Registrant's security
holders.
11
CERTIFICATIONS
I, Curtis W. Mewbourne, Chief Executive Officer of Mewbourne
Development Corporation, Managing General Partner of Mewbourne Energy Partners
02-A, L.P. (the "Registrant"), certify that:
1. I have reviewed this annual report on Form 10-K of Mewbourne Energy
Partners, 02-A, L.P.
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 28, 2003.
/s/ Curtis W. Mewbourne
---------------------------------
Curtis W. Mewbourne
Chief Executive Officer
Mewbourne Development Corporation,
Managing General Partner of the
Registrant
CERTIFICATIONS
I, J. Roe Buckley, Chief Financial Officer of Mewbourne Development
Corporation, Managing General Partner of Mewbourne Energy Partners 02-A, L.P.
(the "Registrant"), certify that:
1. I have reviewed this annual report on Form 10-K of Mewbourne Energy
Partners, 02-A, L.P.
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 28, 2003.
/s/ J. Roe Buckley
----------------------------------
J. Roe Buckley
Chief Financial Officer
Mewbourne Development Corporation,
Managing General Partner of the
Registrant
MEWBOURNE ENERGY PARTNERS 02-A, L.P.
FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT ACCOUNTANTS
FOR THE PERIOD FROM FEBRUARY 27, 2002
(DATE OF INCEPTION)
THROUGH DECEMBER 31, 2002
12
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Mewbourne Energy Partners 02-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
loss, changes in partners' capital and cash flows present fairly, in all
material respects, the financial position of Mewbourne Energy Partners 02-A,
L.P. at December 31, 2002, and the results of its operations and its cash flows
for the period from February 27, 2002 (date of inception) through December 31,
2002, in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Partnership's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit in accordance
with auditing standards generally accepted in the United States of America which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
March 28, 2003
13
MEWBOURNE ENERGY PARTNERS 02-A, L. P.
BALANCE SHEET
December 31, 2002
2002
ASSETS
Cash and cash equivalents $ 4,052,370
Accounts receivable, affiliate 230,038
-----------
Total current assets 4,282,408
-----------
Prepaid well cost 5,860,680
Oil and gas properties at cost,
full cost method 6,160,308
Less accumulated depreciation,
depletion and amortization ( 349,432)
-----------
5,810,876
-----------
Total assets $15,953,964
===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable, affiliate $ 17,609
-----------
Partners' capital
General partners 14,518,424
Limited partners 1,417,931
-----------
Total partners' capital 15,936,355
-----------
Total liabilities and partners' capital $15,953,964
===========
The accompanying notes are an integral
part of the financial statements.
14
MEWBOURNE ENERGY PARTNERS 02-A, L. P.
STATEMENT OF LOSS
For the period from February 27, 2002 (date of inception)
through December 31, 2002
2002
Revenues and other income:
Oil and gas sales $ 219,099
Interest income 23,145
-----------
242,244
-----------
Expenses:
Lease operating expense 6,018
Production taxes 17,609
Administrative and general expense 4,830
Depreciation, depletion and amortization 107,171
Cost ceiling write-down 242,261
-----------
377,889
-----------
Net loss $( 135,645)
===========
Allocation of net loss:
General partners $( 123,576)
===========
Limited partners $( 12,069)
===========
Basic and diluted net loss per limited and
general partner interest (16,072 outstanding) $( 8.44)
===========
The accompanying notes are an integral
part of the financial statements.
15
MEWBOURNE ENERGY PARTNERS 02-A, L. P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
For the period from
February 27, 2002 (date of inception)
through December 31, 2002
General Limited
Partners Partners Total
Balance at February 27, 2002
(date of inception) $ 0 $ 0 $ 0
Contributions 14,642,000 1,430,000 16,072,000
Net loss ( 123,576) ( 12,069) ( 135,645)
----------- ---------- -----------
Balance at December 31, 2002 $14,518,424 $1,417,931 $15,936,355
=========== ========== ===========
The accompanying notes are an integral
part of the financial statements.
16
MEWBOURNE ENERGY PARTNERS 02-A, L. P.
STATEMENT OF CASH FLOWS
For the period from February 27, 2002
(date of inception)
through December 31, 2002
2002
Cash flows from financing activities:
Net loss $( 135,645)
Adjustment to reconcile net loss to net cash
provided by operating activities:
Depreciation depletion and amortization 107,171
Cost ceiling write-down 242,261
Changes in operating assets and liabilities:
Accounts receivables, affiliate (230,038)
Accounts payable, affiliate 17,609
------------
Net cash provided by operating activities 1,358
------------
Cash flows from investing activities:
Purchase of oil and gas properties ( 6,160,308)
Prepaid well cost ( 5,860,680)
------------
Net cash used in investing activities (12,020,988)
------------
Cash flows from financing activities:
Capital contributions from partners 16,072,000
------------
Net cash provided by financing activities 16,072,000
------------
Net increase in cash 4,052,370
Cash, beginning of period 0
------------
Cash, end of period $ 4,052,370
============
The accompanying notes are an integral
part of the financial statements.
17
MEWBOURNE ENERGY PARTNERS 02-A, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies:
Accounting for Oil and Gas Producing Activities
Mewbourne Energy Partners 02-A, L.P., (the "Partnership"), a Delaware limited
partnership engaged primarily in oil and gas development and production in
Texas, Oklahoma, and New Mexico, was organized on February 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 being sold to 647 subscribers of which
$14,642,000 were sold to 596 subscribers as general partner interests and
$1,430,000 were sold to 51 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 wide seasonal and regional pricing
fluctuations. In addition, such spot market sales are generally short-term in
nature and are dependent upon obtaining transportation services provided by
pipelines. The prices received for the 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 nonproductive costs
incurred in the acquisition, exploration and development of oil and gas
properties are capitalized. Depreciation, depletion and amortization of oil and
gas properties subject to amortization is computed on the units-of-production
method based on the proved reserves underlying the oil and gas properties. At
December 31, 2002, approximately $1.3 million of capitalized costs were excluded
from amortization. The excluded costs were development costs incurred in 2002 on
wells in progress. These costs will be subject to amortization in 2003. 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 an annual ceiling test that limits such costs to the aggregate of the
present value of future net cash flows of proved reserves and the lower of cost
or fair value of unproved properties. A cost ceiling write-down of $242,261 was
recorded for the year ended December 31, 2002.
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.
18
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, 2002, no material gas imbalances between the Partnership and other working
interest owners existed.
Income Taxes
The Partnership is treated as a partnership for income tax purposes, and as a
result, income of the Partnership is reported on the tax returns of the partners
and no recognition is given to income taxes in the financial statements.
2. Organization and Related Party Transactions:
The Partnership was organized on February 27, 2002. Mewbourne Development
Corporation (MD) is managing general partner and Mewbourne Oil Company (MOC) is
operator of oil and gas properties owned by the Partnership. Mewbourne Holdings,
Inc. is the parent of both MD and MOC. Substantially all transactions are with
MD and MOC.
Reimbursement to MOC for supervision and other operator charges totaled $222,098
for the period February 27, 2002 (date of inception) through December 31, 2002.
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. Under this
arrangement, there were no charges allocated to the Partnership during the
period ended December 31, 2002.
The Partnership participates in oil and gas activities through an income tax
partnership, the Program. The Partnership and MD are parties to the Program
agreement. The costs and revenues of the Program are allocated to MD and the
Partnership as follows:
Partnership MD
----------- ------
Revenues:
Proceeds from disposition of depreciable and
depletable properties 60% 40%
All other revenues 60% 40%
Costs and expenses:
Organization and offering costs (1) 0% 100%
Lease acquisition costs (1) 0% 100%
Tangible and intangible drilling costs (1) 100% 0%
Operating costs, reporting and legal
expenses, general and administrative
expenses and all other costs 60% 40%
19
(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.
3. Reconciliation of Net Loss Per Statement of Loss With Net Loss Per Federal
Income Tax Return:
The following is a reconciliation of net loss per statement of loss with the net
loss per federal income tax return for the period from February 27, 2002 (date
of inception) through December 31, 2002:
Net loss per statement of loss $( 135,645)
Intangible development costs capitalized for
financial reporting purposes and expensed
for tax reporting purposes (9,469,516)
Dry hole costs capitalized for financial reporting
purposes and expensed for tax reporting purposes ( 737,132)
Cost ceiling write-down for financial reporting purposes 242,261
Depreciation, depletion and amortization for tax
reporting purposes over amounts for financial
reporting purposes ( 81,080)
------------
Net loss per federal income tax return before
tentative tax depletion $(10,181,112)
============
The Partnership's financial reporting bases of its net assets exceeded the tax
bases of its net assets by $10,045,467 at December 31, 2002.
4. Recently Issued Accounting Standards:
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143 (FAS 143), Accounting for Asset
Retirement Obligations. This statement changes financial accounting and
reporting for obligations associated with the retirement and disposal of
long-lived assets and the associated asset retirement costs and is effective for
the Partnership beginning January 1, 2003. The Partnership is currently
evaluating the effect of adopting FAS 143.
In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146 (FAS 146), Accounting for Costs
Associated with Exit or Disposal Activities. This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and is effective for the Partnership beginning January 1, 2003. The adoption on
FAS 146 is not expected to have a material impact on the Partnership's financial
statements.
5. Supplemental Oil and Gas Information (Unaudited):
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 an Gas Producing Activities".
20
Costs Incurred and Capitalized Costs:
Costs incurred in oil and natural gas acquisition, exploration and development
activities for the period from February 27, 2002 (date of inception) through
December 31, 2002 are as follows:
2002
Costs incurred for the year:
Development $ 6,160,308
===========
Capitalized costs related to oil and natural gas acquisition, exploration and
development activities for the period from February 27, 2002 (date of inception)
through December 31, 2002 are as follows:
2002
Cost of oil and natural gas properties at year end:
Producing assets-Proved properties $ 4,859,840
Incomplete construction-Unproved properties 1,300,468
-----------
Total capitalized cost 6,160,308
Accumulated depletion ( 349,432)
-----------
Net capitalized costs $ 5,810,876
===========
Depreciation, depletion, and amortization per one thousand cubic feet of gas
equivalent was $1.86 for the period from February 27, 2002 (date of inception)
through December 31, 2002.
Although certain wells had been drilled, completed and began producing in
December, 2002, a majority of the wells drilled, or to be drilled, by the
Partnership have been, or will be, completed subsequent to December 31, 2002.
The following information relates to the wells drilled and completed by December
31, 2002.
Estimated Net Quantities of Proved Oil and Gas Reserves
Proved reserve quantities were based on estimates prepared by MOC engineers in
accordance with guidelines established by the Securities and Exchange
Commission. The Partnership considers such estimates to be reasonable, however,
due to inherent uncertainties and the limited nature of reservoir data,
estimates of underground 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, 2002. 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.
21
Proved Reserves:
Crude Oil Natural Gas
and Condensate (Thousands
(bbls of Oil) of Cubic Feet)
-------------- --------------
Balance at February 27, 2002 (date of inception) 0 0
Discoveries 6,701 2,610,563
Production 0 (57,758)
----- ---------
Balance at December 31, 2002 (1) 6,701 2,552,805
===== =========
(1) All of these reserves are categorized as proved developed as of
December 31, 2002.
Standardized Measure of Discounted Future Net Cash Flows:
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 or revenues.
The standardized measure has been prepared assuming year-end selling prices,
year end development and production cost 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 $27.86
per barrel of oil and $4.02 per MCF of gas for the period ended December 31,
2002.
2002
----
Future cash inflows $10,319,417
Future production cost (2,963,776)
Future development cost ( 56,236)
-----------
Future net cash flows 7,299,405
Discount at 10 percent (2,788,997)
-----------
Standardized measure $ 4,510,408
===========
Summary of Changes in the Standardized Measure
2002
----
Balance, beginning of year $ 0
Increase (decrease) in discounted future net cash flows:
Sale of oil and gas production, net of related costs ( 195,472)
Discoveries less related costs 4,705,880
-----------
Balance, end of year $ 4,510,408
===========
22
EXHIBIT A
MEWBOURNE ENERGY PARTNERS 02A, L.P.
GENERAL PARTNERS
NAME JOANNA A BASTIAN
- ----
ALVIN M ABE WILLIAM H BAUCK REVOCABLE TRUST
WILLIAM H BAUCK TRUSTEE
KRISTI C ADAIR
JOSEPH D JR & RETA C ADAMS
NAME
WILLIAM R AHUNA TRUST ----
WILLIAM R AHUNA, TRUSTEE
DONALD J & MARY K BEARY
EDWIN M ALBERT
JANET BEASLEY
JOHN W & DIANE M ALDEN
DOROTHY N BECKER TRUST
ROBERT E & NORMA D ALLEN DOROTHY N BECKER TRUSTEE
CHARLES & SHARON AMOS FAMILY TRUST WILLIAM E & DEBRA L BECKER
CHARLES & SHARON AMOS TRUSTEES
RONALD & JANICE BECKMANN
WANDA L ANDERECK REVOCABLE LIVING TRUST
WANDA L ANDERECK TRUSTEE VERNIE BEDARD
SHIRLEY A ANDERSON BEECHFIELD LP
STUART A SUTLIFF GENERAL PARTNER
THOMAS H ANDERSON TRUST
THOMAS H ANDERSON TRUSTEE ANN MARIE BELL
WALTER & DOROTHEA ANDERSON CHARLES F & GLORIA BENZIE
RICHARD S & WANDA J ANTHONY STACEY BERLOW
JOANNE ARCHERD BICKMAN REVOCABLE LIVING TRUST
LEONARD & CORINNE BICKMAN TRUSTEES
EILEEN F ARNOLD LIVING TRUST
EILEEN F ARNOLD TRUSTEE PAUL B BILLINGS
ROBERT V ARNOLD SALVATORE J & WILMA J BIONDO
JOHN R ARRIETA BLACKMAN FAMILY TRUST
JAMES & VIRGINIA BLACKMAN TRUSTEES
ELISABETH BACON
DAVID J BLANK
LLOYD W BAILEY MD
FREDERICK W BODE
BETTY W BAKER TRUST
BETTY W BAKER TRUSTEE DENNIS V & NORMA JEAN BOECK
DELLAMAE BAKER TRUST LARRY E BOGGS
DELLAMAE BAKER TRUSTEE
JEROME & SANDRA BONVIE
DONALD W BAKER
WALTER A BORK
FRANK R & KARIN E BAKER
CLAIRE E BORK
ALBERT D BALLANCE
LOWELL E & BETTY L BOSAW
EUGENE W BARNHART
ROBERT & PATTI BOSSI REVOCABLE TRUST
MARK BASS ROBERT K & PATTI D BOSSI TRUSTEES
FRED H & KATHRYN E BOWEN
23
GENNARO M CARRAZZONE
WILBERT BOWERS
THOMAS & MARGIE CARTER
MARILYN BOWMAN
CARL BRUCE CASCIERE
GERARD & GAIL BOYNTON
JOHN P CAVANAUGH REV LIVING TRUST
PHILIP A & MARIS D BRADBURY JOHN P CAVANAUGH TRUSTEE
S M & SHEILA BRAMANDE ELDORA L CHANG
BRAMMER FAMILY TRUST GIFFORD K F CHANG
CHARLES BRAMMER TRUSTEE
MARK R & DAWN CHAUDOIN
SUE ANN BRANDL
WESLEY JJ & FRANCES CHOY
JOAN BRANDON
LORIN CHUN
BUFORD L BROCK TRUST
BUFORD L BROCK TRUSTEE BRUCE B & GABRIELE CLARK
ERIC B BROOKS TRUST DONALD & BARBARA CLARK
ERIC B BROOKS TRUSTEE
EDWARD F CLARKE LIVING TRUST
JOSEPH A & PEGGY T BROUSSARD EDWARD F CLARKE TRUSTEE
PAUL J & AMANDA M BROWN CLARKE LIVING TRUST
PATRICK J & BRENDA CLARKE TRUSTEE
VAUGHN BROWN
CLAUSEN REVOCABLE LIVING TRUST
BRYAN J BUCK DALE & JENNIE CLAUSEN TRUSTEES
VERONICA ORTIZ-BUCK MARCELLA H CLEARY REVOCABLE LIVING TRUST
MARCELLA H CLEARY TRUSTEE
HAROLD L & LILA M BUMANN
WILLIAM L & MARILYN J COBB
GEORGE B BUNCH
ROBERT S COCHRAN
BUNTING FAMILY LIVING TRUST
ANNA ELIZABETH BUNTING TRUSTEE DONALD W COHEN
LINDA R BURK TRUST NEIL A COHEN TRUST
LINDA R BURK TRUSTEE NEIL A COHEN TRUSTEE
CONSTANCE M BURKE STEPHEN W COLBY
JOE ED & NAN JO BURNAM MICHELE COLEMAN TRUST
MICHELE COLEMAN TRUSTEE
CHARLES L CALCATERRA III
RONALD T COLEMAN JR
CAMPBELL REVOCABLE LIVING TRUST
COY & BARBARA CAMPBELL TRUSTEES BEVERLY K CONE
MARY L CAMPBELL THOMAS J CONNELLY REVOCABLE TRUST
THOMAS J CONNELLY TRUSTEE
DORTHA LOU CAPPS
CONRAD FAMILY TRUST
DONNA CARLTON WILLIAM D CONRAD TRUSTEE
RICHARD P CARNEY PATRICK J CONROY
NICOLAS CAROSI III WILLIAM M CONROY III
CARR REVOCABLE LIVING TRUST STANLEY H JR & MADELINE D COOK
CHARLES WILLIAM & MARY DEAN CARR TRUSTEES
24
GEORGE III & MICHELLE COOKE DONALD J DORR
GAIL COORS VICTORIA J DORR TRUST
VICTORIA J DORR TRUSTEE
ROBERT & PATRICIA CORRY
MARGARET M DOSSENBACH REVOCABLE TRUST
MICHAEL J COSTIGAN MARGARET M DOSSENBACH TRUSTEE
BASIL COUKIS EDWARD C DOUGHERTY
A CLYDE & PHYLLIS CRIMMEL PATRICK DOUGHERTY
ROBERT N & MARSHA L CROWD JAMES C DOWNS
ROBERT R CULPEPPER SUE DOWNS
MARY ANNE CUMMINS FRED DUGGAN
JACK & DENISE A DUGGAN
MARY A CURTIS
JEAN H DURNAL REVOCABLE LIVING TRUST
JOHN W & DENISE L DAHLGREN JEAN H DURNAL TRUSTEE
JUDITH A DAIBER REVOCABLE TRUST EVELYN V DVORAK
JUDITH A DAIBER TRUSTEE
GORDON E & CHARLENE E DVORAK
WARREN K S DANG TRUST
WARREN KWAI SUM DANG TRUSTEE JEFFREY A EBERLEIN
R RUSSELL DARBY FLOYD H ECHERD
ROBERT L & JUDITH A DARLINGTON ANN L EGAN
BYRON DAVIS EJC PARTNERS LP
EVELYN DEARMAN MARK ELLINGSON
PHENIES & CLORITA DEBOARD JAMES W ELLIS
DECOSTERD LIVING TRUST CHARLES & HELENE EMERY
CHARLES E & ALICE K DECOSTERD TRUSTEES
THE ENGLE TRUST
CHARLES J & ELEANOR M DELANCEY CHARLES V & MARJORIE C ENGLE TRUSTEES
ESTELLENE DE JONG ENGLE ENTERPRISES INC
FRED & GLENNA ENGLE
EDWIN E & BARBARA J DICKAU
DONNA GAIL ENRICO
DAVID M & JANE DICKERSON
WILLIAM L & PAMELA S ENSLIN
MICHAEL & KATHLEEN DIESMAN
JOAN H ERICSON TRUST
DENNIS & TRACEY DILLON JOAN H ERICSON TRUSTEE
LESTER L DILLS REVOCABLE TRUST DOUGLAS M ESKRIDGE
LESTER L DILLS TRUSTEE
ROBERT G & MARILYN EVANS
WILLARD L & CLETA B DIX
BRENT FAIRCHILD
FREDERICK EARL DIXON
NANCY M FARMER TRUST
RON E DOGGETT NANCY M FARMER TRUSTEE
JAMES W DONNELLY JOHN F & NANCY C FELKE
TIMOTHY & NANCY DORLAC
25
RAYMOND L FELTNER SHUCHITA GOEL
JAMES G FENNELL III DOROTHY I GOGGIO REVOCABLE LIVING TRUST
DOROTHY I GOGGIO TRUSTEE
RICHARD & JUNE FERGUSON
LAWRENCE S GOLDBERG
JAMES A FIELDS
JAMES GOMEZ GRANTOR RETAINED ANNUITY TRUST
GLENNIS G & RHONNA M FIIHR JAMES GOMEZ TRUSTEE
RONALD FILANTE LINDA GORDON
FILTER TECHNOLOGIES SUSAN H GORNSTEIN
EDWARD C & CHERYL L FINNEGAN WILLIAM & ANGELA GOULD
WILLIAM & LOIS FISCHER JOHN VITO GRANITO
J ANDREW FITZGERALD DAVID J W GRANT
RICHARD & HILDA FLANNERY JAMES G GRATTAN MD
SIDNEY FLEISCHER MICHAEL T GREEN
ALICE VIRGINIA D FLETCHER ROBERT C GREPLING
NANCY S FLETCHER PHILLIP GRILLO
R T FLINT SHIRLEY O GRILLO REVOCABLE TRUST
SHIRLEY O GRILLO TRUSTEE
JAMES T FLOWERS
JAY C GROCHMAL
FOGLE LIVING TRUST
STEPHEN & MARJORIE FOGLE TRUSTEES MARILYN A GALATI-GROTE TRUST
MARILYN A GALATI-GROTE TRUSTEE
MICHAEL J FORKINS
DAVID L & DIANE M GRUBBS
GARRETT M FRANZONI MD
PAULA M GULLEY
LARRY & JACQUELYN FREDETT
SUMIKO GUMMERT TRUST
FREIERT REVOCABLE LIVING TRUST SUMIKO GUMMERT TRUSTEE
MILTON H & ELEANOR J FREIERT TRUSTEES
THE GUNTHER 93 FAMILY TRUST
DONALD E JR & ROBIN R FRENCH DON J & ROSEMARY T GUNTHER TRUSTEES
JERRY & LINDA FRERKER ROBERT W GURNEY MD
ROGER & PAMELA J FRICKEL JUDY GUTTSCHALK DECLARATION OF TRUST
JUDY & GEORGE GUTTSCHALK TRUSTEES
GERARD & SHERRILL FROESEL
HALLMARK-SOUTHWEST CORP
JOANN FRY
PETER B HALMOS
ROBERT E & BETTY A FULLER
JOHN L HAMPTON
DONALD & SANDRA FURUYA
HOLLY HANING
EUGENE & MARY JO GAROFALO
JANET HARRIS
JENNIFER B GAUTREAU
MARY ANN E HARRISON REVOCABLE TRUST
MARILYN A GIBSON MARY ANN HARRISON TRUSTEE
DAVID STEVEN GLADE DAVID N HARRISON
26
STEVEN KAI HARRISON STEPHEN HYMER
SCOTT HARRIS LILY Y IMAMOTO REVOCABLE TRUST
LILY Y IMAMOTO TRUSTEE
BRIAN T HART
TADASHI INAGAMI
JANIS A HART REVOCABLE LIVING TRUST
JANIS A HART TRUSTEE MICHAEL & WENDY IRWIN
KEITH P HART JOANNE S IVERSON LIVING TRUST
JOANNE S IVERSON TRUSTEE
JOHN HARTLEY
KEVIN F JAMES
GARY & JANE HARTLING
JD EQUITY LP
DOUGLAS E & BEVERLY K HARTMAN
ROBERT W & CAROL J JENSEN
GEORGE R HARTNETT
JEWAN & DAWN JERNAILL
TED HASSELBRING
C RUSSELL & ANITA D JOHNSON
HAYAKAWA FAMILY TRUST
GEORGE & BETTY HAYAKAWA TRUSTEES EVAH B JOHNSON REVOCABLE LIVING TRUST
EVAH B JOHNSON TRUSTEE
GEORGE S & KATHLEEN M HAYNE
HAL H JOHNSON
ARNOLD D & EDITH G HELD
JOHN G JOHNSON JR
DONALD G HETH REVOCABLE TRUST
DONALD G HETH TRUSTEE MILDRED M JOHNSON REVOCABLE LIVING TRUST
MILDRED M JOHNSON TRUSTEE
GARY & GAIL HILL
PATSY C JOHNSON
JAN T HIRANAKA
RONALD R JOHNSON
HIRBE REVOCABLE LIVING TRUST
FRANK J & ROSEMARY HIRBE TRUSTEES WADIE & SHERRILL JOHNSON
SANDRA J HOBBS ADAM D JOHNSTON III
KATHLEEN A HOERTER TRUST MAUREEN JONES REVOCABLE LIVING TRUST
KATHLEEN A HOERTER TRUSTEE MAUREEN JONES TRUSTEE
HOLBROOK FAMILY TRUST KENNETH L JORDAN JR TRUST
JOSEPH C & MARTHA S HOLBROOK TRUSTEES KENNETH L JORDAN JR TRUSTEE
DEAN A HOLLAND KAWASHIMA LIVING TRUST
NORMAN T & LETTE R KAWASHIMA TRUSTEES
EUGENE F HOLLAND JR
TRUDY E KEANE REVOCABLE TRUST
EUGENE F HOLLAND SR TRUDY E KEANE TRUSTEE
JAY S HOLSTINE LIVING TRUST JOAN E KEITH
JAY S HOLSTINE TRUSTEE
PAUL R & PATRICIA M KELLEY
WALTER K HORIKOSHI
THOMAS S KENAN III
THOMAS F & MARJORIE S HOWELL
JIM KENNEDY
DONALD M HUFFMAN REVOCABLE TRUST
DONALD M HUFFMAN TRUSTEE ALAN R & LINDA A KERTZ
LARRY S & BEVERLY HUMPHRIES KEVIN P KERTZ
CHARLES & PATSY HUTTON LORRAINE KESLING REVOCABLE LIVING TRUST
27
LORRAINE KESLING TRUSTEE
WILLIAM R LEDBETTER
TOM D KILGORE
BOBBY T LEE
ROSEMARY KINDER REVOCABLE LIVING TRUST
ROSEMARY KINDER TRUSTEE ARCHIE & DONNA LEES
E DAVID & BARBARA E KING DEBORAH ANN LEREW
MARK & FLORENCE KISTNER GEORGE H & JERI A LEVESQUE
J PAUL KITCHENS LAVERNE A & R M LEVY
KLEFFNER REVOCABLE LIVING TRUST KEVIN & JULIE LEWIS
JEROME & DONNA KLEFFNER TRUSTEES
RICHARD E & SANDY L LEWIS
MAGGIE KLEIN
ARTHUR CYRIL LIEBLER
KNESS TRUST AGREEMENT
WILLIAM A & PATRICIA A KNESS TRUSTEES RICHARD D LIND REVOCABLE LIVING TRUST
RICHARD D LIND TRUSTEE
LORI KODAMA TRUST
LORI ANN H KODAMA TRUSTEE MARY M LINDEN REVOCABLE TRUST
MARY M LINDEN TRUSTEE
JOHN W KOFEL
JOHN R LINDERMAN JR
EDWARD & JUDITH KOHLBERG
MAURICE R LINNENS
JAMES C KRAMER
CRAIG LITTLEFIELD
FLORENCE A KREIN REVOCABLE LIVING TRUST
FLORENCE A KREIN TRUSTEE ANNA LOCHIRCO
CHARLES & GAIL KREITNER ALBERT L LOCK JR TRUST
ALBERT L LOCK JR TRUSTEE
KRISTEN MAX VENTURES
MARCIA J LOESING REVOCABLE LIVING TRUST
JONATHAN S KROHN MD MARCIA J LOESING TRUSTEE
LINDA M KRUENEGEL REVOCABLE LIVING TRUST VERA LOPEZ REVOCABLEOCABLE TRUST
LINDA M KRUENEGEL TRUSTEE VERA LOPEZ TRUSTEE
DALE K & KAREN KRUSE MARY E SUDBROCK LUCIDO TRUST
MARY E SUDBROCK LUCIDO & DAVID J. LUCIDO TRUSTEES
WAYNE & BETTY KUBICEK
JOAN P LYNCH
ANITA L HELFERS KUSS
DAVID MACKEY
TIMOTHY R LA BEAU
KATHERINE J MAHER FAMILY TRUST
TERRELL C LADY TRUST KATHERINE J MAHER TRUSTEE
TERRELL C LADY TRUSTEE
JENNIFER K MAII
CHARLES LALIN
MARK A MAKSIMIK
BOB & TINA LAMB
MANNING LIVING TRUST
JAMES A LAMSON JOHN F & QUY T MANNING TRUSTEES
HARRY C LATHAM JAMES C MAPLES REVOCABLEOCABLE TRUST
JAMES C MAPLES TRUSTEE
QUESTOR U S LAU
WILLIAM W MARK JR
WING YAN & JUDY LAU
MARGERY M MARSHALL TRUST
STEPHEN LEANHEART MARGERY M MARSHALL TRUSTEE
28
KATHLEEN LAURIN MARTIN VIRGIL ROBERT MORROW
WILLIAM F & VIRGINIA A MARTIN RONALD SR & NATALIE MOSSMAN
CRAIG A MASON MARLENE R MOSTER MD
ALAN Y MATSUSHIMA MOTHERSHEAD FAMILY TRUST
THEODORE & BEATY MOTHERSHEAD TRUSTEES
ROBERT L & THERESA MATUS
MOWRY FAMILY TRUST
MAU LIVING TRUST EARL C & SUE D MOWRY TRUSTEES
PATRICK K S & ESTELLA L L MAU TRUSTEES
RICHARD & JANE D MULBERRY
M CLIFTON MAXWELL
LINDA MURPHY REVOCABLE LIVING TRUST
WILLIAM L MCARDLE LINDA MURPHY TRUSTEE
MCCLUNG TRUST AGREEMENT PATRICIA A MURPHY
JAMES E & SHIRLEY MCCLUNG TRUSTEES
EDWARD P MURRAY
CHARLES D MCDONELL
MARTHA J MURRAY
MCGLAUGHLIN REVOCABLE LIVING TRUST
ROBERT & MARY MCGLAUGHLIN TRUSTEES WILLIAM C MUSSON
MCKELLIPS FAMILY TRUST MWHB TRUST
ALLEN L MCKELLIPS TRUSTEE WILLIAM H BAUCK OR KRISTIN A ALTIMARI TRUSTEE
A LEONARD MEHLICH NAES LIVING TRUST
RICHARD L & MILDRED E NAES TRUSTEES
JOHN G MERGNER SR
LYNN D NELSON
EDWIN W JR & GERALDINE R MEYER
MURRAY DEAN NELSON
LORENA A MEYERS REVOCABLE LIVING TRUST
LORENA A MEYERS TRUSTEE JOHN J NESWADI JR
BETSY L MIARECKI A ROBERT NEURATH
LEE ROY MICHAEL DECLARATION OF TRUST ROB & LISA NEVILLE
LEE ROY MICHAEL TRUSTEE
JAYSON M & JOLEEN D NEWMAN
GUY P & JOYCE J MICHELSON
THOMAS E NICCUM
LLOYD K MIGITA
JAMES A & BARBARA J NISSEN
CLIFFORD H MILLER
JEANETTE NORDEN
LESLIE W MILLS
KI NORMAN
RALPH W MINARD LIVING TRUST
RALPH W MINARD TRUSTEE ROBERT J & DONNA L NUSSER
RICHARD C MINTO REVOCABLE LIVING TRUST BART O'CONNOR
RICHARD C MINTO TRUSTEE
H L & SANDRA K O'NEAL
CARL J & JUDITH A MODZINSKI
ROBERT J OLDENDORF
THEODORE ALLEN MOELLER
JOHN & LYNDA ORTWIG
CLIFFORD H MOERSCHELL
WILLIAM M OSWALT
ROBERT & JUANITA MONNIG
JOHN & VALERIE PACI
TOD A & BRENDA K MORGAN
29
AARON PARADISE CHRISTOPHER J RANCK TRUST
CHRISTOPHER J RANCK TRUSTEE
MARY PARADOWSKI REVOCABLE LIVING TRUST
MARY PARADOWSKI TRUSTEE KATHERINE RATHJEN DECLARATION OF TRUST
KATHERINE RATHJEN TRUSTEE
THE PARMER FAMILY LIVING TRUST
WILL F PARMER TRUSTEE CHI-HARANJAN & SASMITA RAY
SARA A PARSONS RALPH E REARDON
SADASHIV D PARWATIKAR MICHAEL & KATHY RECKERT
PATTERSON FARM PARTNERSHIP MELVIN J JR & SUSAN RECTOR
DAVID D SEIF PARTNER
REDDY FAMILY TRUST
RICHARD W PATTON NAIDU J REDDY TRUSTEE
DELBERT L PEAIRSON REVOCABLE TRUST ROBERT T REED JR TRUST
DELBERT L PEAIRSON TRUSTEE ROBERT T REED JR TRUSTEE
MICHAEL & JOAN H PEHOSH H SCOTT REEVES
M ANNETTE PENNY REVOCABLE LIVING TRUST THOMAS & NORMA REILLY
M ANNETTE PENNY TRUSTEE
JAMES E REITTINGER
FRANCIS L & CLAUDEEN M PENRY
THOMAS M & LISA M H RHODES
PATRICIA P PETER REVOCABLE LIVING TRUST
PATRICIA P PETER TRUSTEE RICHARDS FAMILY TRUST
JEANETTE A RICHARDS TRUSTEE
STEPHEN E PETRUZZO REVOCABLE TRUST
STEPHEN E PETRUZZO TRUSTEE WILLIAM R RIDGELY
L GORDON PFEFFERKORN JR. TRUST LEAH R RIEDEL
L GORDON PFEFFERKORN JR TRUSTEE
THOMAS K & ANNE S RIESENBERG
RICHARD G PFEFFERKORN
WILLIAM S & RHONDA R RILEY
SUSAN DIZE PFEFFERKORN
JAMES F RINARD
CAROL A PICK REVOCABLEOCABLE TRUST
CAROL A PICK TRUSTEE DAVID E & DONNA L RINEY
JAMES E JR & LINDA J PIKE PAUL & MYRTIS ROBINSON
FRED I PINKHAM EDWARD ROCHMAN
MICHAEL PIPITONE JERRY ROCHMAN
DANIAL L POEL ROGER ROCHMAN
PAUL H & GYNELL F POESSNE RODELL REVOCABLE LIVING TRUST
MICHAEL R POMPONIO TIMOTHY E RODELL & VICTORIA ELLISON RODELL TRUSTEES
ROBERT & LOIS E POPP ROBERT ROGGE
W BENJAMIN & JUDITH PRATT JOE A & ROLYNN M ROSE
ROBERT K PURFS TRUST DAVID S & SARAH W ROSENBLUM
ROBERT K PURFS TRUSTEE
GLORIA M ROSENKOETTER
DAN & PAMELA PURTLE
HENRY S ROSS REVOCABLE TRUST
HENRY F. & DOROTHY RADUAZO HENRY S ROSS TRUSTEE
MICHAEL ROSSIO
30
RICHARD E & ELAINE S SLYE TRUSTEES
ROSS FAMILY TRUST RETNA SMITH
VIRGINIA E ROSS TRUSTEE
JEROME E SMOLA
NOLA JANICE ROTHERMICH
NORMAN S SOLBERG
ROLAND D & MARY H ROUSH
JOYCE SONOMURA
LOUIS M RUGGIANO
DOROTHY SORRELLS
DALE & RETA C RUNION
RICHARD A & JUDITH B SOSI
ROBERT A & ELLA M RUSSELL
GLEN W & KATHRYN L SPURLOCK
LOUIS E SANCLEMENTE
JAMES M STANFIELD
RICHARD B SANFORD
STANLEY & PATRICIA STAUDE
ANDREW SARGIS
ALAN R STEARNS TRUST
EMILY SCHARDL ALAN R STEARNS TRUSTEE
SCHARFF FAMILY LIVING TRUST NEAL & JOANNE STEARNS
HAROLD C & JOYCE A SCHARFF TRUSTEES
STANLEY A & ANITA STEINER
CLAYTON M & SHANNON L SCHARFF
CHARLES WARREN STEPHENSON
ROBERT L SCHIFF MD
HAROLD R STEWART
WAYNE SCHILLY REVOCABLE LIVING TRUST
WAYNE SCHILLY TRUSTEE STANLEY P STEWART III
RON & CAROL SCHMIDT TERRENCE E & CHERYL B STIFTER
DAVID R SCHROEDER LIVING TRUST GEORGE DENTON STITT
DAVID R & JAN F SCHROEDER TRUSTEES
STODDARD REVOCABLE LIVING TRUST
LARRY D & DIANE L SCHROEDER H GRANT STODDARD TRUSTEE
MICHAEL F SCHUERMANN TRUST DOLORES L STOLARSKI
MICHAEL F SCHUERMANN TRUSTEE
DELORES A STOLTMAN
ROBERT W SEAMAN
STROHL REVOCABLE LIVING TRUST
JAN L SEDLACEK TRUST RALPH R & ROBERTA A STROHL TRUSTEES
JAN L SEDLACEK TRUSTEE
NORMAN F STRUBING
LORENE A SEDLACEK TRUST
LORENE A SEDLACEK TRUSTEE JOHN H SUCHAN REVOCABLE LIVING TRUST
JOHN H SUCHAN TRUSTEE
DONALD & TINA SHACKLEFORD
THOMAS & SAMANTHA J SUCHAN
ROBERT E SHERIDAN JR
DAVID SCOTT SULLIVAN
KAY R SHIRLEY
CLEON SUNDBY
CATHERINE B SIMCOE TRUST
CATHERINE B SIMCOE TRUSTEE TERESA A SUTTON
JOHN N SINGLETON DENNIS SWANSON
KAUSHAL K SINHA SWINDLE REVOCABLE LIVING TRUST
GARY & MARGARET A SWINDLE TRUSTEES
JUDITH A SKINKER
JESSE L & CHARLENE SZWARGULSKI
RICHARD E SLYE TRUST
31
ROBERTO & BASILISA VAZQUEZ
HALE I TAKAZAWA
DAVID E VOGELPOHL
TATE REVOCABLE LIVING TRUST
EARL R & KEITHA G TATE TRUSTEES EDWARD JR & ANN H VOLIVA
DUANE A & VERONICA J TAYLOR JOHN E VOLIVA
FERNANDO & MARTA TEIXEIRA RONALD A VOSS
RICHARD T & DIANA TERPSTRA ROBERT J WAFER
MARY E THOMANN REVOCABLE TRUST ELIZABETH WAHL
MARY E THOMANN TRUSTEE
FRANCES R WAINWRIGHT
DAVID A THOMAS
ADRIAN E WALLING
LARRY D THOMPSON FAMILY TRUST
LARRY D & CAROL R THOMPSON TRUSTEES ABE WALSTON II
ELMER THORNTON WAMHOFF REVOCABLE TRUST
ROBERT & DIANE WAMHOFF TRUSTEES
ROBERT W TOBEY
WATSON REVOCABLE LIVING TRUST
CARY M TOKUNAGA STEWART B IV & ALVERNEYS S WATSON TRUSTEES
LESTER E & MARILYN J TOMPKINS DAVID R WEBB
MICHAEL H TOROSIAN MD MELBA JEAN WEHMEIER
JOHN C TORRENCE ARTHUR & LINDA WEHMEYER TRUST
ARTHUR & LINDA WEHMEYER TRUSTEES
ANTHONY & SUE TOSTO
FRED L WEISSENBORN
KAREN TRAMMELL
JOAN M WEISSENBORN
TRIPLE MEADOWS -1 FLP
CHARLES MEADOWS GENERAL PARTNER GEORGE & LOYD MARILYN WELCH
DAVID G TROKA MARY WENDT REVOCABLE LIVING TRUST
MARY WENDT TRUSTEE
ROBERT C TRUAX REVOCABLE LIVING TRUST
ROBERT C TRUAX SR TRUSTEE THE WEST TRUST
THOMAS E & DEBRA W WEST TRUSTEES
BERNICE K TRULOVE REVOCABLE TRUST
BERNICE K TRULOVE TRUSTEE CHARLES E WHETSELL III
GEORGE TURNER VERNON B WHITE JR
FRED A TWEED JACK A WILCOX TRUST
JACK A WILCOX TRUSTEE
NANCY N TWEED
DON F WILKINSON
GEORGE F & SANDRA J TWOHIE
MARK A & PATRICIA K WILLIAMSON
NANCY A & JAN A UMBAUGH
DORIS I WILLS
JOSEPHINE VAGO
DAVID G WILSON TRUSTDAVID G WILSON TRUSTEE
VAN PATTER FAMILY TRUST
DENNIS P & CONNIE E VAN PATTER TRUSTEES GARY S & PATRICIA J WILSON
DEAN A & JANICE S VAN RYSWYK LARRY T WILSON
RANDALL E & JOAN VARILEK VICKIE C WILSON
32
DEBRA E WINDHAM
KATHLEEN L WINER TRUST
KATHLEEN L & PETER D WINER TRUSTEES
DONNIE R & ADLEE A WITTHAUS
GILBERT & ANNETTE WITTHAUS
FRANK M WOOD JR
JOHN B WOOD TRUST
JOHN B WOOD TRUSTEE
JUDITH ANN WOOD REVOCABLE LIVING TRUST
JUDITH ANN WOOD TRUSTEE
DONALD A & DEBORAH S WOODWARD
WILLIAM O WRIGHT
GARY T WROBLEWSKI
ROBERT & LING FU WYLIE
DAVID E YOUNG
L FRED & SARAH V ZABEL
DARRYL H ZICK
33
MEWBOURNE ENERGY PARTNERS 02-A, L.P.
INDEX TO EXHIBITS
Exhibit No. Description
3.1 Form of Certificate of Limited Partnership
(filed as Exhibit 3.1 to Registration
Statement on Form S-1, File No. 333-85994
and incorporate herein by reference)
3.2 Form of Certificate of Amendment of the
Certificate of Limited Partnership
(filed as Exhibit 3.2 to Registration
Statement on Form S-1, File No. 333-85994
and incorporated herein by reference)
4.1 Form of Agreement of Partnership
(filed as Exhibit 4.1 to Registration
Statement on Form S-1, File No. 333-85994
and incorporated herein by reference)
10.1 Form of Drilling Program Agreement
(filed as Exhibit 10.1 to Registration
Statement on Form S-1, File No. 333-85994
and incorporated herein by reference)
10.4 Form of Operating Agreement
(filed as Exhibit 10.4 to Registration
Statement on Form S-1, File No. 333-85994
and incorporated herein by reference)
99.1* Certifications of Chief Executive Officer
and Chief Financial Officer
*Filed herewith