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, 2007
Or
| ¨ | TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 333-85994
MEWBOURNE ENERGY PARTNERS 02-A, L.P.
| Delaware | 75-0871949 | |
(State or jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
| 3901 South Broadway, Tyler, Texas | 75701 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s Telephone Number, including area code: (903) 561-2900
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Mewbourne Energy Partners 02-A, L.P.
INDEX
2
Mewbourne Energy Partners 02-A, L.P.
Part I – Financial Information
| Item 1. | Financial Statements |
June 30, 2007 and December 31, 2006
June 30, 2007 | December 31, 2006 | |||||||
| (Unaudited) | ||||||||
ASSETS | ||||||||
Cash | $ | 784 | $ | 3,099 | ||||
Accounts receivable, affiliate | 488,557 | 540,425 | ||||||
Total current assets | 489,341 | 543,524 | ||||||
Oil and gas properties at cost, full cost method | 17,179,936 | 17,171,360 | ||||||
Less accumulated depreciation, depletion, amortization and impairment | (11,310,363 | ) | (11,096,086 | ) | ||||
| 5,869,573 | 6,075,274 | |||||||
Total assets | $ | 6,358,914 | $ | 6,618,798 | ||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||
Accounts payable, affiliate | $ | 252,411 | $ | 148,457 | ||||
Asset retirement obligation | 441,234 | 432,070 | ||||||
Partners’ capital | 5,665,269 | 6,038,271 | ||||||
Total liabilities and partners’ capital | $ | 6,358,914 | $ | 6,618,798 | ||||
The accompanying notes are an integral part of the financial statements.
3
Mewbourne Energy Partners 02-A, L.P.
CONDENSED STATEMENTS OF OPERATIONS
For the three months ended June 30, 2007 and 2006 and
the six months ended June 30, 2007 and 2006
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||
Revenues and other income: | ||||||||||||||
Oil and gas sales | $ | 738,248 | $ | 825,753 | $ | 1,410,892 | $ | 1,849,162 | ||||||
Interest income | 315 | 808 | 809 | 1,466 | ||||||||||
Total revenues and other income | 738,563 | 826,561 | 1,411,701 | 1,850,628 | ||||||||||
Expenses: | ||||||||||||||
Lease operating expense | 102,600 | 111,696 | 230,148 | 222,438 | ||||||||||
Production taxes | 59,000 | 64,561 | 112,550 | 144,239 | ||||||||||
Administrative and general expense | 52,285 | 47,592 | 89,081 | 116,326 | ||||||||||
Depreciation, depletion, and amortization | 113,384 | 255,056 | 214,277 | 509,095 | ||||||||||
Cost ceiling write-down | — | 989,963 | — | 1,289,625 | ||||||||||
Asset retirement obligation accretion | 4,582 | 4,395 | 9,164 | 8,791 | ||||||||||
Net income (loss) | $ | 406,712 | $ | (646,702 | ) | $ | 756,481 | $ | (439,886 | ) | ||||
Basic and diluted net income (loss) per limited partner interest (16,072 interests outstanding) | $ | 25.31 | $ | (40.24 | ) | $ | 47.07 | $ | (27.37 | ) | ||||
The accompanying notes are an integral part of the financial statements.
4
Mewbourne Energy Partners 02-A, L.P.
CONDENSED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2007 and 2006
(Unaudited)
| 2007 | 2006 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | 756,481 | $ | (439,886 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Depreciation, depletion, and amortization | 214,277 | 509,095 | ||||||
Cost ceiling write-down | — | 1,289,625 | ||||||
Asset retirement obligation accretion | 9,164 | 8,791 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, affiliate | 51,868 | 400,856 | ||||||
Accounts payable, affiliate | 103,954 | (8,746 | ) | |||||
Net cash provided by operating activities | 1,135,744 | 1,759,735 | ||||||
Cash flows from investing activities: | ||||||||
Purchase and development of oil and gas properties | (8,576 | ) | (33,738 | ) | ||||
Net cash used in investing activities | (8,576 | ) | (33,738 | ) | ||||
Cash flows from financing activities: | ||||||||
Cash distributions to partners | (1,129,483 | ) | (1,715,834 | ) | ||||
Net cash used in financing activities | (1,129,483 | ) | (1,715,834 | ) | ||||
Net increase (decrease) in cash | (2,315 | ) | 10,163 | |||||
Cash, beginning of period | 3,099 | 913 | ||||||
Cash, end of period | $ | 784 | $ | 11,076 | ||||
The accompanying notes are an integral part of the financial statements.
5
Mewbourne Energy Partners 02-A, L.P.
CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
For the six months ended June 30, 2007
(Unaudited)
Partners Capital | ||||
Balance at December 31, 2006 | $ | 6,038,271 | ||
Cash distributions | (1,129,483 | ) | ||
Net income | 756,481 | |||
Balance at June 30, 2007 | $ | 5,665,269 | ||
The accompanying notes are an integral part of the financial statements.
6
Mewbourne Energy Partners 02-A, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
| 1. | Accounting Policies |
Reference is hereby made to the Registrant’s Annual Report on Form 10-K for 2006, 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 “Registrant” or the “Partnership”), a Delaware limited partnership is engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, and was organized on February 27, 2002. The offering of limited and general partnership interests began June 26, 2002 as a part of an offering registered under the name Mewbourne Energy Partners 02-03 Drilling Program, (the “Program”), and concluded October 10, 2002, with total investor contributions of $16,072,000 originally being sold to 647 subscribers of which $14,667,000 were sold to 597 subscribers as general partner interests and $1,405,000 were sold to 50 subscribers as limited partner interests. During 2004, all general partner equity interests were converted to limited partner equity interests. In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Partnership’s managing general partner. MD has no equity interest in the Partnership.
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 June 30, 2007 and 2006 all capitalized costs were subject to amortization. Proceeds from the sale or other disposition of properties are credited to the full cost pool. Gains and losses on the sale or other disposition of properties are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and the proved oil and gas reserves. Capitalized costs are subject to a quarterly ceiling test that limits such costs to the aggregate of the present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties. There was no cost ceiling write-down for the six months period ended June 30, 2007. There was a cost ceiling write-down of $1,289,625 for the six month period ended June 30, 2006.
7
| 3. | Asset Retirement Obligations |
The Partnership has recognized an estimated liability for future plugging and abandonment costs. The estimated liability is based on historical experience and estimated well life. The liability is discounted using the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in well plugging and abandonment costs or well useful lives, or if federal or state regulators enact new well restoration requirements. The Partnership recognizes accretion expense in connection with the discounted liability over the remaining life of the well.
A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the six months ended June 30, 2007 and for the year ended December 31, 2006 is as follows:
| 2007 | 2006 | |||||
Balance, beginning of period | $ | 432,070 | $ | 414,488 | ||
Accretion expense | 9,164 | 17,582 | ||||
Balance, end of period | $ | 441,234 | $ | 432,070 | ||
| 4. | Related Party Transactions |
In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Partnership’s managing general partner. MD has no equity interest in the Partnership. Mewbourne Oil Company (“MOC”) is operator of oil and gas properties owned by the Partnership. Mewbourne Holdings, Inc. is the parent of both MD and MOC. Substantially all transactions are with MD and MOC.
In the ordinary course of business, MOC will incur certain costs that will be passed on to owners of the well for which the costs were incurred. The partnership will receive their portion of these costs based upon their ownership in each well incurring the costs. These costs are referred to as operator charges and are standard and customary in the oil and gas industry. Operator charges include recovery of gas marketing costs, fixed rate overhead, supervision, pumping, and equipment furnished by the operator. Services and operator charges are billed in accordance with the program and partnership agreements.
In general, during any particular calendar year the total amount of administrative expenses allocated to the Partnership by MOC 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.
8
The Partnership participates in oil and gas activities through a Drilling Program Agreement (the “Program”). The Partnership and MD are parties to the Program. 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) | Pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which approximate 30% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less than 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.
9
| 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. 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 2004, all general partner equity interests were converted to limited partner equity interests.
The Partnership has acquired interests in oil and gas prospects for the purpose of development drilling. The Partnership participated in the drilling of 44 wells. 39 wells were productive and 5 wells were abandoned.
Future capital requirements and operations will be conducted with available funds generated from oil and gas activities. No bank borrowing is anticipated. The Partnership had net working capital of $236,930 at June 30, 2007.
During the six months ended June 30, 2007, the Partnership made cash distributions to the investor partners in the amount of $1,129,483 as compared to $1,715,834 for the six months ended June 30, 2006. The Partnership expects that cash distributions will continue during 2007 as additional oil and gas revenues are sufficient to produce cash flows from operations.
The sale of crude oil and natural gas produced by the Partnership will be affected by a number of factors that are beyond the Partnership’s control. These factors include the price of crude oil and natural gas, the fluctuating supply of and demand for these products, competitive fuels, refining, transportation, extensive federal and state regulations governing the production and sale of crude oil and natural gas, and other competitive conditions. It is impossible to predict with any certainty the future effect of these factors on the Partnership.
10
Results of Operations
Three months ended June 30, 2007 as compared to the three months ended June 30, 2006.
Oil and gas revenues.
| Three Months Ended June 30, | ||||||
| 2007 | 2006 | |||||
Oil and gas sales | $ | 738,248 | $ | 825,753 | ||
Barrels produced | 764 | 778 | ||||
Mcf produced | 106,501 | 142,043 | ||||
Average price/bbl | $ | 60.53 | $ | 69.73 | ||
Average price/mcf | $ | 6.50 | $ | 5.43 | ||
As shown in the table above, total oil and gas sales decreased $87,505 (10.6%) for the three months ended June 30, 2007 as compared to the three months ended June 30, 2006. Of this decrease, $835 and $231,280, respectively, were related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 14 bbls of oil and 35,542 mcf of gas for the three months ended June 30, 2007 as compared to the three months ended June 30, 2006. An additional decrease of $7,160 was related to a decrease in the average price of oil sold. Average oil prices decreased to $60.53 per bbl for the three months ended June 30, 2007 from $69.73 per bbl for the three months ended June 30, 2006. The decrease in volumes of oil sold was primarily due to normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a substantial decline in the production of one well. The wells with a substantial decline in production are not expected to return to previous levels of production. These decreases were partially offset by an increase of $151,770 related to an increase in the average price of gas sold. Average gas prices increased to $6.50 per mcf for the three months ended June 30, 2007 from $5.43 per mcf for the three months ended June 30, 2006.
Lease operations and production taxes. Lease operating expense during the period ended June 30, 2007 totaled $102,600 as compared to $111,696 for the period ended June 30, 2006. Production taxes during the period ended June 30, 2007 totaled $59,000 as compared to $64,561 for the period ended June 30, 2006. Lease operating expense decreased primarily due to well repair and maintenance expenses for two wells in the period ended June 30, 2006 as compared to no well repair and maintenance expenses the period ended June 30, 2007. The decrease in production taxes is due to the decrease in oil and gas revenues.
Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended June 30, 2007 total $113,384 compared to $255,056 for the three month period ended June 30, 2006. The decrease is due to the decline in production volumes.
Cost ceiling write-down. There was no cost ceiling write-down for the three month period ended June 30, 2007. There was a cost ceiling write-down of $989,963 for the three month period ended June 30, 2006, which was caused by the lower gas price at June 30, 2006.
Administrative and general expense. Administrative and general expense for the three month period ended June 30, 2007 total $52,285 compared to $47,592 for the period ended June 30, 2006. The overall increase is due to decreased administrative expenses allocated to the partnership by “MOC” and higher general expenses for reporting costs.
11
Six months ended June 30, 2007 as compared to the six months ended June 30, 2006.
Oil and gas revenues
| Six Months Ended June 30, | ||||||
| 2007 | 2006 | |||||
Oil and gas sales | $ | 1,410,892 | $ | 1,849,162 | ||
Barrels produced | 1,343 | 1,799 | ||||
Mcf produced | 207,412 | 283,882 | ||||
Average price/bbl | $ | 58.06 | $ | 64.57 | ||
Average price/mcf | $ | 6.43 | $ | 6.10 | ||
As shown in the table above, total oil and gas sales decreased $438,270 (23.7%) for the six months ended June 30, 2007 as compared to the six months ended June 30, 2006. Of this decrease, $26,489 and $492,433, respectively, were related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 456 bbls of oil and 76,470 mcf of gas for the six months ended June 30, 2007 as compared to the six months ended June 30, 2006. An additional decrease of $11,710 was related to a decrease in the average price of oil sold. Average oil prices decreased to $58.06 per bbl for the six months ended June 30, 2007 from $64.57 per bbl for the six months ended June 30, 2006. The decrease in volumes of oil sold was primarily due to a substantial decline in the production of three wells, and was offset by the substantial increase in the production of one well. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a substantial decline in the production of one well. The wells with a substantial decline in production are not expected to return to previous levels of production. These decreases were partially offset by an increase of $92,362 related to an increase in the average price of gas sold. Average gas prices increased to $6.43 per mcf for the six months ended June 30, 2007 from $6.10 per mcf for the six months ended June 30, 2006.
Lease operations and production taxes. Lease operating expense during the period ended June 30, 2007 total $230,148 and was comparable to $222,438 for the period ended June 30, 2006. Production taxes during the period ended June 30, 2007 total $89,081 as compared to $116,326 for the period ended June 30, 2006. The decrease in production taxes is due to the decrease in oil and gas revenues.
Depreciation, depletion and amortization. Depreciation, depletion and amortization for the six month period ended June 30, 2007 total $214,277, compared to $509,095 for the six month period ended June 30, 2006. The decrease is due to the decline in production volumes.
Cost ceiling write-down. There was no cost ceiling write-down for the six month period ended June 30, 2007. There was a cost ceiling write-down of $1,289,625 for the six month period ended June 30, 2006, which was caused by the lower gas price at June 30, 2006.
Administrative and general expense. Administrative and general expense for the six month period ended June 30, 2007 total $89,081 compared to $116,326 for the period ended June 30, 2006. The overall decrease is due to decreased administrative expenses allocated to the partnership by “MOC” and lower general expenses for reporting costs.
12
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
| 1. | Interest Rate Risk |
The Partnership Agreement allows borrowings from banks or other financial sources of up to 20% of the total capital contributions to the Partnership without investor approval. Should the Partnership elect to borrow monies for additional development activity on Partnership properties, it will be subject to the interest rate risk inherent in borrowing activities. Changes in interest rates could significantly affect the Partnership’s results of operations and the amount of net cash flow available for partner distributions. Also, to the extent that changes in interest rates affect general economic conditions, the Partnership will be affected by such changes.
| 2. | Commodity Price Risk |
The Partnership does not expect to engage in commodity futures trading or hedging activities or enter into derivative financial instrument transactions for trading or other speculative purposes. The Partnership currently expects to sell a vast majority of its production from successful oil and gas wells on a month-to-month basis at market prices. Accordingly, the Partnership is at risk for the volatility in commodity prices inherent in the oil and gas industry, and the level of commodity prices will have a significant impact on the Partnership’s results of operations. For the six months ended June 30, 2007, a 10% change in the price received for natural gas production would have had an approximate $133,000 impact on our revenue.
| 3. | Exchange Rate Risk |
The Partnership currently has no income from foreign sources or operations in foreign countries that would subject it to currency exchange rate risk. The Partnership does not currently expect to purchase any prospects located outside of either the United States or United States coastal waters in the Gulf of Mexico.
| Item 4. | Disclosure Controls and Procedures |
MD 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. MD’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of its disclosure controls and procedures with the assistance and participation of other members of management. Based upon that evaluation, MD’s Chief Executive Officer and Chief Financial Officer concluded that its 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 changes in MD’s internal controls for the quarter ended June 30, 2007 or in other factors which have materially affected, or are reasonably likely to materially affect the internal controls over financial reporting.
13
| 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.
14
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 14, 2007 | ||||
| By: | /s/ Alan Clark | |||
| Alan Clark, Treasurer and Controller | ||||
15
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. | |
16
