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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 June 30, 2004

 

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   71-0871949

(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 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

 



Table of Contents

Mewbourne Energy Partners 02-A, L. P.

 

INDEX

 

     Page No.

Part I - Financial Information

    

    Item 1.

  Financial Statements     
        Balance Sheets - June 30, 2004 (Unaudited) and December 31, 2003    3
       

Statements of Operations (Unaudited) - For the three months ended June 30, 2004 and 2003 and the six months ended June 30, 2004 and 2003

   4
       

Statements of Cash Flows (Unaudited) - For the six months ended June 30, 2004 and 2003

   5
       

Statement of Changes In Partners’ Capital (Unaudited) - For the six months ended June 30, 2004

   6
        Notes to Financial Statements    7

    Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations    9

    Item 4.

  Disclosure Controls and Procedures    11

Part II - Other Information

    

    Item 1.

  Legal Proceedings    11

    Item 6.

  Exhibits and Reports on Form 8-K    11

 

2


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Mewbourne Energy Partners 02-A, L. P.

 

Part I - Financial Information

 

Item 1. Financial Statements

 

BALANCE SHEETS

June 30, 2004 and December 31, 2003

 

    

June 30,

2004


    December 31,
2003


 
     (Unaudited)        

ASSETS

                

Cash

   $ 25,949     $ 198  

Accounts receivable, affiliate

     1,147,337       886,994  
    


 


Total current assets

     1,173,286       887,192  
    


 


Oil and gas properties at cost, full cost method

     17,001,405       16,940,943  

Less accumulated depreciation, depletion and amortization

     (3,446,427 )     (2,467,382 )
    


 


       13,554,978       14,473,561  
    


 


Total assets

   $ 14,728,264     $ 15,360,753  
    


 


LIABILITIES AND PARTNERS’ CAPITAL

                

Accounts payable, affiliate

   $ 178,905     $ 299,774  
    


 


Asset retirement obligation plugging liability

     389,532       381,442  
    


 


Partners’ capital

                

General partners

     —         13,396,265  

Limited partners

     14,159,827       1,283,272  
    


 


Total partners’ capital

     14,159,827       14,679,537  
    


 


Total liabilities and partners’ capital

   $ 14,728,264     $ 15,360,753  
    


 


 

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 June 30, 2004 and 2003

and the six months ended June 30, 2004 and 2003

(Unaudited)

 

    

Three Months Ended

June 30,


  

Six Months Ended

June 30,


     2004

   2003

   2004

   2003

Revenues and other income:

                           

Oil and gas sales

   $ 1,656,966    $ 1,760,349    $ 3,155,012    $ 3,245,005

Interest income

     150      6,042      422      12,434
    

  

  

  

Total revenues and other income

     1,657,116      1,766,391      3,155,434      3,257,439
    

  

  

  

Expenses:

                           

Lease operating expense

     142,589      112,920      287,525      152,175

Production taxes

     126,513      141,891      256,966      261,574

Administrative and general expense

     71,181      54,157      125,037      66,497

Depreciation, depletion and amortization

     511,576      678,807      979,045      1,108,719

Asset retirement obligation accretion

     4,045      3,902      8,090      6,843
    

  

  

  

Income before cumulative effect of accounting change

     801,212      774,714      1,498,771      1,661,631

Cumulative effect of accounting change

     —        —        —        2,767
    

  

  

  

Net income

   $ 801,212    $ 774,714      1,498,771      1,664,398
    

  

  

  

Allocation of net income:

                           

General partners

   $ —      $ 706,989    $ —      $ 1,518,898
    

  

  

  

Limited partners

   $ 801,212    $ 67,725    $ 1,498,771    $ 145,500
    

  

  

  

Basic and diluted income per limited and general partner interest (16,072 interests outstanding) before cumulative effect of accounting change

   $ 49.85    $ 48.20    $ 93.25    $ 103.39
    

  

  

  

Cumulative effect of accounting change

   $ —      $ —      $ —      $ 0.17
    

  

  

  

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

   $ 49.85    $ 48.20    $ 93.25    $ 103.56
    

  

  

  

 

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 six months ended June 30, 2004 and 2003

(Unaudited)

 

     2004

    2003

 

Cash flows from operating activities:

                

Net income

   $ 1,498,771     $ 1,664,398  

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

                

Cumulative effect of accounting change

     —         (2,767 )

Depreciation, depletion and amortization

     979,045       1,108,719  

Asset retirement obligation accretion

     8,090       6,843  

Changes in operating assets and liabilities:

                

Accounts receivables, affiliate

     (260,343 )     (1,012,089 )

Accounts payable, affiliate

     (120,869 )     385,527  
    


 


Net cash provided by operating activities

     2,104,694       2,150,631  
    


 


Cash flows from investing activities:

                

Additions to oil and gas properties

     (60,462 )     (4,490,963 )
    


 


Net cash used in investing activities

     (60,462 )     (4,490,963 )
    


 


Cash flows from financing activities:

                

Cash distributions to partners

     (2,018,481 )     (1,640,000 )
    


 


Net cash used in financing activities

     (2,018,481 )     (1,640,000 )
    


 


Net increase (decrease) in cash and cash equivalents

     25,751       (3,980,332 )

Cash and cash equivalents, beginning of period

     198       4,052,370  
    


 


Cash and cash equivalents, end of period

   $ 25,949     $ 72,038  
    


 


 

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 six months ended June 30, 2004

(Unaudited)

 

     General
Partners


    Limited
Partners


    Total

 

Balance at December 31, 2003

   $ 13,396,265     $ 1,283,272     $ 14,679,537  

Conversion of general partner interests to limited partner interests

     (13,396,265 )     13,396,265       —    

Cash distributions

     —         (2,018,481 )     (2,018,481 )

Net income

     —         1,498,771       1,498,771  
    


 


 


Balance at June 30, 2004

   $ —       $ 14,159,827     $ 14,159,827  
    


 


 


 

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 2003, 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 formed on February 27, 2002, is engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico. 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 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 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 June 30, 2004 substantially all capitalized costs were subject to amortization, while at June 30, 2003, approximately $0.4 million of capitalized costs were excluded from amortization. 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 periodic 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.

 

3. Asset Retirement Obligations

 

On January 1, 2003, the Partnership adopted Statement of Financial Accounting Standard No. 143 (“FAS 143”), “Accounting for Asset Retirement Obligations.” This statement changes financial accounting and reporting obligations associated with the retirement and disposal of long-lived assets, including the Partnership’s oil and gas properties, and the associated asset retirement costs.

 

A liability for the estimated fair value of the future plugging and abandonment costs is recorded with a corresponding increase in the full cost pool at the time a new well is drilled. Depreciation expense associated with estimated plugging and abandonment costs is recognized in accordance with the full cost methodology.

 

The Partnership estimates a liability for plugging and abandonment costs 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.

 

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Upon adoption of FAS 143 on January 1, 2003, the Partnership recorded a discounted liability of $ 93,304, increased the net full cost pool by $ 96,071 and recognized a one-time cumulative effect adjustment of $(2,767). The increase in the net full cost pool included $9,918 for the reversal of accumulated depreciation related to the inclusion of estimated salvage value of equipment on the Partnership’s oil and gas properties. Prior to the adoption of FAS 143, the Partnership assumed salvage value approximated plugging and abandonment costs and as a result was not included in the full cost pool.

 

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the six months ended June 30, 2004 and the year ended December 31, 2003, is as follows:

 

     2004

   2003

Balance, beginning of period

   $ 381,442    $ 93,304

Liabilities incurred

     —        272,588

Accretion expense

     8,090      15,550
    

  

Balance, end of period

   $ 389,532    $ 381,442
    

  

 

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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 on June 26, 2002 and concluded on October 10, 2002, with investor partner 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. At June 30, 2004, 39 wells had been drilled and were productive and 5 wells were drilled and 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 $994,381 at June 30, 2004.

 

During the six months ended June 30, 2004, the Partnership made cash distributions to the investor partners in the amount of $2,018,481 as compared to $1,640,000 for the six months ended June 30, 2003. The Partnership expects that cash distributions will continue during 2004 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 which 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.

 

Results of Operations

 

Three months ended June 30, 2004 as compared to the three months ended June 30, 2003.

 

Oil and gas revenues. Oil and gas revenues during the three months ended June 30, 2004 totaled $1,656,966. Production volumes during the period were approximately 2,459 bbls of oil and 304,164 mcf of gas at corresponding average realized prices of $36.96 per bbl of oil and $5.15 per mcf of gas. Oil and gas revenues during the three months ended June 30, 2003 totaled $1,760,349. Production volumes during the period were approximately 1,687 bbls of oil and 354,123 mcf of gas at corresponding average realized prices of $27.59 per bbl of oil and $4.84 per mcf of gas. Oil and gas revenues decreased primarily due to the decrease in gas produced offset by an increase in oil production and an increase in oil and gas prices.

 

Interest Income. Interest income was $150 during the three month period ended June 30, 2004 as compared to $6,042 during the three months ended June 30, 2003. The decrease is primarily due to the decrease in funds available for investment.

 

Lease operations and production taxes. Lease operating expense during the period ended June 30, 2004 totaled $142,589 as compared to $112,920 for the period ended June 30, 2003. Production taxes during the period ended June 30, 2004 totaled $126,513 compared to $141,891 for the period ended June 30, 2003. Lease operating expense increased due to the increase in the number of wells producing in 2004. Production taxes decreased due to decreased oil and gas revenues in 2004.

 

Depreciation, depletion, and amortization. Depreciation, depletion, and amortization for the three month period ended June 30, 2004 totaled $511,576 compared to $678,807 for the three month period ended June 30, 2003. The decrease is due to the decline in production volumes and increased gas reserves due to the addition of two wells.

 

Administrative and general expense. Administrative and general expense for the three month period ended June 30, 2004 totaled $71,181 compared to $54,157 for the period ended June 30, 2003. The increase is primarily due to the increase in reporting and legal charges.

 

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Six months ended June 30, 2004 as compared to the six months ended June 30, 2003.

 

Oil and gas revenues. Oil and gas revenues during the six months ended June 30, 2004 totaled $3,155,012. Production volumes during the period were approximately 4,507 bbls of oil and 595,102 mcf of gas at corresponding average realized prices of $35.47 per bbl of oil and $5.03 per mcf of gas. Oil and gas revenues during the six months ended June 30, 2003 totaled $3,245,005. Production volumes during the period were approximately 2,356 bbls of oil and 600,051 mcf of gas at corresponding average realized prices of $28.83 per bbl of oil and $5.29 per mcf of gas. Oil and gas revenues decreased primarily due to the decrease in gas prices and the decrease in gas produced offset by an increase in oil production and an increase in oil prices.

 

Interest Income. Interest income was $422 during the six month period ended June 30, 2004 as compared to $12,434 during the six months ended June 30, 2003. The decrease is primarily due to the decrease in funds available for investment.

 

Lease operations and production taxes. Lease operating expense during the period ended June 30, 2004 totaled $287,525 as compared to $152,175 for the period ended June 30, 2003. Production taxes during the period ended June 30, 2004 totaled $256,966 compared to $261,574 for the period ended June 30, 2003. Lease operating expense increased due to the increase in the number of wells producing in 2004. Production taxes decreased due to decreased oil and gas revenues in 2004.

 

Depreciation, depletion, and amortization. Depreciation, depletion, and amortization for the six month period ended June 30, 2004 totaled $979,045 compared to $1,108,719 for the six month period ended June 30, 2003. The decrease is due to the decline in production volumes and increased gas reserves due to the addition of two wells.

 

Administrative and general expense. Administrative and general expense for the six month period ended June 30, 2004 totaled $125,037 compared to $66,497 for the period ended June 30, 2003. The increase is primarily due to the increase in reporting and legal charges.

 

Asset Retirement Obligation

 

In accordance with FAS 143, the Partnership has recognized an estimated liability for future oil and gas well plugging and abandonment costs (see Note 3). The estimated liability is based on historical experience and estimated well lives. 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.

 

Upon adoption of FAS 143 on January 1, 2003, the Partnership recorded a discounted liability of $93,304, increased the net full cost pool by $96,071 and recognized a one-time cumulative effect adjustment of $(2,767). The increase in the net full cost pool included $9,918 for the reversal of accumulated depreciation related to the inclusion of estimated salvage value of equipment on the Partnership’s oil and gas properties. Prior to the adoption of FAS 143, the Partnership assumed salvage value approximated plugging and abandonment costs and as a result was not included in the full cost pool.

 

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the three months ended June 30, 2004 and the year ended December 31, 2003, is as follows:

 

     2004

   2003

Balance, beginning of period

   $ 381,442    $ 93,304

Liabilities incurred

     —        272,588

Accretion expense

     8,090      15,550
    

  

Balance, end of period

   $ 389,532    $ 381,442
    

  

 

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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: August 13, 2004

 

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.

 

13