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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 September 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 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

 



Table of Contents

Mewbourne Energy Partners 02-A, L.P.

 

INDEX

 

          Page No.

Part I – Financial Information

    

Item 1.

  

Financial Statements

    
    

Balance Sheets -
September 30, 2004 (Unaudited) and December 31, 2003

   3
    

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

   4
    

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

   5
    

Statement of Changes In Partners’ Capital (Unaudited) -
For the nine months ended September 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

   13

Part II – Other Information

    

Item 1.

  

Legal Proceedings

   13

Item 6.

  

Exhibits and Reports on Form 8-K

   13

 

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Mewbourne Energy Partners 02-A, L.P.

 

Part I – Financial Information

 

Item 1. Financial Statements

 

BALANCE SHEETS

September 30, 2004 and December 31, 2003

 

     September 30,
2004


    December 31,
2003


 
     (Unaudited)        

ASSETS

                

Cash

   $ 131,872     $ 198  

Accounts receivable, affiliate

     894,481       886,994  
    


 


Total current assets

     1,026,353       887,192  
    


 


Oil and gas properties at cost, full cost method

     17,039,345       16,940,943  

Less accumulated depreciation, depletion and amortization

     (3,868,528 )     (2,467,382 )
    


 


       13,170,817       14,473,561  
    


 


Total assets

   $ 14,197,170     $ 15,360,753  
    


 


LIABILITIES AND PARTNERS’ CAPITAL

                

Accounts payable, affiliate

   $ 142,446     $ 299,774  
    


 


Asset retirement obligation plugging liability

     393,577       381,442  
    


 


Partners’ capital

                

General partners

     —         13,396,265  

Limited partners

     13,661,147       1,283,272  
    


 


Total partners’ capital

     13,661,147       14,679,537  
    


 


Total liabilities and partners’ capital

   $ 14,197,170     $ 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 September 30, 2004 and 2003, and

the nine months ended September 30, 2004 and 2003

(Unaudited)

 

     Three Months Ended
September 30,


   Nine Months Ended
September 30,


     2004

   2003

   2004

   2003

Revenues and other income:

                           

Oil and gas sales

   $ 1,357,415    $ 1,804,278    $ 4,512,427    $ 5,049,283

Interest income

     300      1,398      722      13,832
    

  

  

  

Total revenues and other income

     1,357,715      1,805,676      4,513,149      5,063,115
    

  

  

  

Expenses:

                           

Lease operating expense

     114,420      122,566      401,945      274,741

Production taxes

     122,414      151,700      379,380      413,274

Administrative and general expense

     59,784      64,896      184,821      131,393

Depreciation, depletion, and amortization

     422,100      600,762      1,401,145      1,709,481

Cost ceiling write-down

     —        8,687      —        8,687

Asset retirement obligation accretion

     4,045      4,097      12,135      10,940
    

  

  

  

Income before cumulative effect of accounting change

     634,952      852,968      2,133,723      2,514,599
    

  

  

  

Cumulative effect of accounting change

     —        —        —        2,767
    

  

  

  

Net income

   $ 634,952    $ 852,968    $ 2,133,723    $ 2,517,366
    

  

  

  

Allocation of net income:

                           

General partners

   $ —      $ 778,402    $ —      $ 2,297,300
    

  

  

  

Limited partners

   $ 634,952    $ 74,566    $ 2,133,723    $ 220,066
    

  

  

  

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

   $ 39.51    $ 53.07    $ 132.76    $ 156.46
    

  

  

  

Cumulative effect of accounting change

   $ —      $ —      $ —      $ 0.17
    

  

  

  

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

   $ 39.51    $ 53.07    $ 132.76    $ 156.63
    

  

  

  

 

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 nine months ended September 30, 2004 and 2003

(Unaudited)

 

     2004

    2003

 

Cash flows from operating activities:

                

Net income

   $ 2,133,723     $ 2,517,366  

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

                

Cumulative effect of accounting change

     —         (2,767 )

Depreciation, depletion, and amortization

     1,401,145       1,709,481  

Cost ceiling write-down

     —         8,687  

Asset retirement obligation accretion

     12,135       10,940  

Changes in operating assets and liabilities:

                

Accounts receivable, affiliate

     (7,487 )     (888,915 )

Accounts payable, affiliate

     (157,328 )     81,033  
    


 


Net cash provided by operating activities

     3,382,188       3,435,825  
    


 


Cash flows from investing activities:

                

Additions to oil and gas properties

     (98,401 )     (4,048,574 )
    


 


Net cash used in investing activities

     (98,401 )     (4,048,574 )
    


 


Cash flows from financing activities:

                

Cash distributions to partners

     (3,152,113 )     (3,080,000 )
    


 


Net cash used in financing activities

     (3,152,113 )     (3,080,000 )
    


 


Net increase (decrease) in cash

     131,674       (3,692,749 )

Cash and cash equivalents, beginning of period

     198       4,052,370  
    


 


Cash and cash equivalents, end of period

   $ 131,872     $ 359,621  
    


 


 

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 nine months ended September 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

     —         (3,152,113 )     (3,152,113 )

Net income

     —         2,133,723       2,133,723  
    


 


 


Balance at September 30, 2004

   $ —       $ 13,661,147     $ 13,661,147  
    


 


 


 

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 non-productive costs incurred in the acquisition, exploration and development of oil and gas properties are capitalized. Depreciation, depletion and amortization of oil and gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and gas properties. At September 30, 2004 and 2003 substantially all capitalized costs were subject to 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 quarterly ceiling test that limits such costs to the aggregate of that present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties.

 

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 the 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.

 

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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.

 

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 nine months ended September 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

     12,135      15,550
    

  

Balance, end of period

   $ 393,577    $ 381,442
    

  

 

4. Related Party Transactions

 

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

 

The Partnership reimburses MOC for supervision and other operator charges. Services and operator charges are billed in accordance with the program and partnership agreements.

 

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

 

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The Partnership participates in oil and gas activities through 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 %

(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.

 

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

 

Liquidity and Capital Resources

 

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

 

The Partnership has acquired interests in oil and gas prospects for the purpose of development drilling. At September 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 $883,907 at September 30, 2004.

 

During the nine months ended September 30, 2004, the Partnership made cash distributions to the investor partners in the amount of $3,152,113 as compared to $3,080,000 for the nine months ended September 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.

 

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

 

Results of Operations

 

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

 

Oil and gas revenues.

 

     Three Months Ended
September 30,


     2004

   2003

Oil and gas sales

   $ 1,357,415    $ 1,804,278

Barrels produced

     1,883      3,479

Mcf produced

     250,988      380,622

Average price/bbl

   $ 42.40    $ 28.92

Average price/mcf

   $ 5.09    $ 4.48

 

As shown in the table above, total oil and gas sales decreased $446,863 (24.8%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. Of this decrease, $67,695 and $659,780, respectively, were related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,596 bbls of oil and 129,634 mcf of gas for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. The decrease in volumes of oil sold was primarily due to a substantial decline in the production of two wells, and the decline was offset by a significant increase in one well following a workover. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a substantial decline in the production of one well, and the decrease was partially offset by the addition of one new well during the three months ended December 31, 2003. The wells with a substantial decline in production are not expected to return to previously high levels of production. These decreases were partially offset by increases of $46,894 and $233,718, respectively, related to increases in the average prices of oil and gas sold. Average oil and gas prices increased to $42.40 per bbl and $5.09 per mcf for the three months ended September 30, 2004 from $28.92 per bbl and $4.48 per mcf for the three months ended September 30, 2003.

 

Interest income. Interest income was $300 during the three month period ended September 30, 2004 as compared to $1,398 during the three month period ended September 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 September 30, 2004 totaled $114,420 and was comparative to $122,566 for the period ended September 30, 2003. Production taxes during the period ended September 30, 2004 total $122,414 compared to $151,700 for the period ended September 30, 2003. Production taxes decreased due to the decrease in oil and gas revenues in 2004.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended September 30, 2004 total $422,100 compared to $600,762 for the three month period ended September 30, 2003. The decrease is due to the decline in production volumes and increased gas reserves due to the addition of one well.

 

Administrative and general expense. Administrative and general expense for the three month period ended September 30, 2004 totaled $59,784 and was comparative to $64,896 for the period ended September 30, 2003.

 

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Nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003.

 

Oil and gas revenues.

 

     Nine Months Ended
September 30,


     2004

   2003

Oil and gas sales

   $ 4,512,427    $ 5,049,283

Barrels produced

     6,390      5,836

Mcf produced

     846,091      980,673

Average price/bbl

   $ 37.51    $ 28.89

Average price/mcf

   $ 5.05    $ 4.98

 

As shown in the table above, total oil and gas sales decreased $536,856 (10.6%) for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. Of this decrease, $679,695 was related to decreased volumes of gas sold offset by approximately $20,833 related to increased volumes of oil sold. Volumes of oil sold increased 554 bbls of oil and volumes of gas sold decreased 134,582 mcf of gas for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. The increase in volumes of oil sold was primarily due to a significant increase in oil produced by one well following a workover. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a substantial decline in the production of one well, and the decrease was partially offset by the addition of one new well during the three months ended December 31, 2003. The wells with a substantial decline in production are not expected to return to previously high levels of production. This decrease was partially offset by increases of $50,325 and $71,681, respectively, related to increases in the average prices of oil and gas sold. Average oil and gas prices increased to $37.51 per bbl and $5.05 per mcf for the nine months ended September 30, 2004 from $28.89 per bbl and $4.98 per mcf for the nine months ended September 30, 2003.

 

Interest income. Interest income was $722 during the nine month period ended September 30, 2004 as compared to $13,832 during the nine month period ended September 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 September 30, 2004 totaled $401,945 as compared to $274,741 for the period ended September 30, 2003. Production taxes during the period ended September 30, 2004 total $379,380 compared to $413,274 for the period ended September 30, 2003. Lease operating expense increased due to the addition of one well at the end of 2003, the workover of one well, and the increased operating expenses of another well due to increased water production after a workover. Production taxes decreased due to the decrease in oil and gas revenues in 2004.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the nine month period ended September 30, 2004 total $1,401,145 compared to $1,709,481 for the nine month period ended September 30, 2003. The decrease is due to the decline in production volumes and increased gas reserves due to the addition of one well.

 

Administrative and general expense. Administrative and general expense for the nine month period ended September 30, 2004 total $184,821 compared to $131,393 for the period ended September 30, 2003. The increase is primarily due to the timing of administrative costs and higher general expenses for reporting costs.

 

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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 nine months ended September 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

     12,135      15,550
    

  

Balance, end of period

   $ 393,577    $ 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: November 11, 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.

 

15