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, 2002
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 (I.R.S. Employer
incorporation or organization) Identification Number)
3901 South Broadway, Tyler, Texas 75701
- -------------------------------------------------------------
(Address of principal (Zip Code)
executive offices)
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
1
MEWBOURNE ENERGY PARTNERS 02-A, L. P.
INDEX
Part I -- Financial Information Page No.
Item 1. Financial Statements
Balance Sheet - 3
September 30, 2002
Statement of Cash Flows - 4
For the period February 27, 2002 (date of inception)
through September 30, 2002
Statement of Changes In Partners' Capital - 5
For the period February 27, 2002 (date of inception)
through September 30, 2002
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 4. Disclosure Controls and Procedures 8
Part II -- Other Information
Item 1. Legal Proceedings 8
Item 6. Exhibits and Reports on Form 8-K 8
2
MEWBOURNE ENERGY PARTNERS 02-A, L. P.
Part I - Financial Information
Item 1. Financial Statements
BALANCE SHEET
September 30, 2002
(Unaudited)
<Table>
<Caption>
ASSETS
Cash $ 100
------
Total assets $ 100
======
PARTNERS' CAPITAL
Partners' capital $ 100
======
</Table>
The accompanying notes are an integral
part of the financial statements.
3
MEWBOURNE ENERGY PARTNERS 02-A, L. P.
STATEMENT OF CASH FLOWS
For the period February 27,2002 (date of inception)
through September 30, 2002
(Unaudited)
<Table>
<Caption>
Cash flows from financing activities:
Capital contributions from partners $ 100
-------
Cash, end of period $ 100
-------
</Table>
The accompanying notes are an integral
part of the financial statements.
4
MEWBOURNE ENERGY PARTNERS 02-A, L. P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
For the period February 27, 2002 (date of inception)
through September 30, 2002
(Unaudited)
<Table>
<Caption>
General Limited
Partners Partners Total
-------- -------- --------
Partners capital at February 27, 2002 $ -- $ -- $ --
(date of inception)
Contributions $ 100 $ -- $ 100
-------- -------- --------
Balance at September 30, 2002 $ 100 $ -- $ 100
-------- -------- --------
</Table>
The accompanying notes are an integral
part of the financial statements.
5
MEWBOURNE ENERGY PARTNERS 02-A, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Policies
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, cash flows and partners' capital for the periods
presented.
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. As of September
30, 2002, the only financial activity which had occurred was the receipt of the
organizational contribution of $100. The offering of limited and general
partnership interests began on June 26, 2002. As of October 10, 2002, interests
aggregating $16,072,000 had been sold to 646 subscribers of which $14,654,000
were sold to 594 subscribers as general partner interests and $1,418,000 were
sold to 52 subscribers as limited partner interests.
3. Financial Statement Presentation
From the period February 27, 2002 to September 30, 2002, the Registrant
conducted no business activity. Therefore, there are no items of income or
expense for the reporting period and, accordingly a statement of income is not
provided.
4. Recently Issued Accounting Standards
In August 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 August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144 (FAS 144), Accounting for the Impairment
or Disposal of Long-Lived Assets. This statement changes financial accounting
and reporting for the impairment or disposal of long-lived assets and was
effective for the Partnership beginning January 1, 2002. The adoption of FAS 144
did not have a material impact on the Partnership.
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 Partnership
is currently evaluating the effect of adopting FAS 146.
6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Mewbourne Energy Partners 02-A, L.P. (the "Partnership") was formed February 27,
2002. Mewbourne Development Corporation ("MD") is the Managing Partner, and has
the power and authority to manage, control and administer all partnership
affairs. As of September 30, 2002, the only financial activity which had
occurred was the receipt of the organizational contribution of $100. The
offering of limited and general partnership interests began on June 26, 2002. As
of October 10, 2002, interests aggregating $16,072,000 had been sold to 646
subscribers of which $14,654,000 were sold to 594 subscribers as general partner
interests and $1,418,000 were sold to 52 subscribers as limited partner
interests.
Liquidity and Capital Resources
Operations will be conducted with available funds and revenues generated from
oil and gas activities. No bank borrowing is anticipated.
Results of Operations
The Registrant had not commenced operations prior to the period ended September
30, 2002, therefore, there are no items of income or expense.
Recently Issued Accounting Standards
In August 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 August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144 (FAS 144), Accounting for the Impairment
or Disposal of Long-Lived Assets. This statement changes financial accounting
and reporting for the impairment or disposal of long-lived assets and is
effective for the Partnership beginning January 1, 2002. The adoption of FAS 144
did not have a material impact on the Partnership.
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 Partnership
is currently evaluating the effect of adopting FAS 146.
7
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 - none
(b) Reports on Form 8-K - none
8
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 12, 2002 By: /s/ Alan Clark
---------------------------
Alan Clark, Treasurer
9
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 quarterly report on Form 10-Q of Mewbourne
Energy Partners, 02-A, L.P.
2. Based on my knowledge, this quarterly 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
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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 quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly 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
10
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 quarterly 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: November 12, 2002.
/s/ Curtis W. Mewbourne
------------------------------------------------------
Curtis W. Mewbourne
Chief Executive Officer
Mewbourne Development Corporation,
Managing General Partner of the Registrant
11
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 quarterly report on Form 10-Q of Mewbourne
Energy Partners, 02-A, L.P.
2. Based on my knowledge, this quarterly 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
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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 quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly 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
12
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 quarterly 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: November 12, 2002.
/s/ J. Roe Buckley
-----------------------------------------------
J. Roe Buckley
Chief Financial Officer
Mewbourne Development Corporation,
Managing General Partner of the Registrant
13