ITEM 1. Business
Mewbourne Energy Partners 02-A, L.P. (the “Registrant”) is a limited partnership organized under the laws of the State of Delaware on February 27, 2002 (date of inception). Its managing general partner is Mewbourne Development Corporation, a Delaware corporation (“MD”).
A Registration Statement was filed pursuant to the Securities Act of 1933, as amended, registering limited and general partnership interests in a series of two Delaware limited partnerships formed under Mewbourne Energy 02-03 Drilling Programs. General and limited partnership interests were offered at $1,000 each. The maximum offering amount was $18,000,000 (18,000 interests) per partnership. The Registrant was declared effective by the Securities and Exchange Commission on June 26, 2002. On October 10, 2002, the offering of limited and general partnership interests in the Registrant was closed, with interests aggregating $16,072,000 being sold to 647 subscribers of which $14,667,000 were sold to 597 subscribers as general partner interests and $1,405,000 were sold to 50 subscribers as limited partner interests.
The Registrant engages primarily in oil and gas development and production and is not involved in any other industry segment. See the selected financial data in Item 6 and the financial statements in Item 8 of this report for a summary of the Registrant’s revenue, income and identifiable assets.
The Registrant has acquired interests in oil and gas prospects for the purpose of development drilling. At December 31, 2003, 44 wells had been drilled; 39 were productive and 5 wells were abandoned. The following table summarizes the Registrant’s drilling activity for the year ended December 31, 2003 and for the period from February 27, 2002 (date of inception) through December 31, 2002:
The sale of crude oil and natural gas produced by the Registrant will be affected by a number of factors that are beyond the Registrant’s control. These factors include the price of crude oil and natural gas, the fluctuating supply of and demand for these products, competitive fuels, refining, transportation, extensive federal and state regulations governing the production and sale of crude oil and natural gas, and other competitive conditions. It is impossible to predict with any certainty the future effect of these factors on the Registrant.
The Registrant does not have long-term contracts with purchasers of its crude oil or natural gas. The market for crude oil is such that the Registrant anticipates it will be able to sell all the crude oil it can produce. Natural gas will be sold to local distribution companies, gas marketers and end users on the spot market. The spot market reflects immediate sales of natural gas without long-term contractual commitments. The future market condition for natural gas cannot be predicted with any certainty, and the Registrant may experience delays in marketing natural gas production and fluctuations in natural gas prices.
Many aspects of the Registrant’s activities are highly competitive including, but not limited to, the acquisition of suitable drilling prospects and the procurement of drilling and related oil field equipment, and are subject to governmental regulation, both at Federal and state levels. The Registrant’s ability to compete depends on its financial resources and on the managing general partner’s staff and facilities, none of which are significant in comparison with those of the oil and gas exploration, development and production industry as a whole. Federal and state regulation of oil and gas operations generally includes drilling and spacing of wells on producing acreage, the imposition of maximum allowable production rates, the taxation of income and other items, and the protection of the environment.
The Registrant does not have any employees of its own. MD is responsible for all management functions. Mewbourne Oil Company (“MOC”), a wholly owned subsidiary of Mewbourne Holdings, Inc., which is also the parent of the Registrant’s managing general partner, has been appointed Program Manager and is responsible for activities in accordance with a Drilling Program Agreement entered into by the Registrant, MD and MOC. At March 29, 2004, MOC employed 139 persons, many of whom dedicated a part of their time to the conduct of the Registrant’s business during the period for which this report is filed.
The production of oil and gas is not considered subject to seasonal factors although the price received by the Registrant for natural gas sales will generally tend to increase during the winter months. Order backlog is not pertinent to the Registrant’s business.
ITEM 2.
ITEM 2. Properties
The Registrant’s properties consist primarily of leasehold interests in properties on which oil and gas wells-in-progress are located. Such property interests are often subject to landowner royalties, overriding royalties and other oil and gas leasehold interests.
Fractional working interests in developmental oil and gas prospects located primarily in the Anadarko Basin of Western Oklahoma, the Texas Panhandle, and the Permian Basin of New Mexico and West Texas, were acquired by the Registrant, resulting in the Registrant’s participation in the drilling of oil and gas wells. At December 31, 2003, 44 wells had been drilled; 39 were productive and 5 wells were abandoned.
Reserve estimates were prepared by Forrest A Garb & Associates, Inc., the Registrant’s independent petroleum consultants, in accordance with guidelines established by the Securities and Exchange Commission.
ITEM 3.
ITEM 3. Legal Proceedings
The Registrant is not aware of any pending legal proceedings to which it is a party.
ITEM 4.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the period ended December 31, 2003 covered by this report.
PART II
ITEM 5.
ITEM 5. Market for Registrant’s Common Equity and Related Stockholder Matters
At March 29, 2004, the Registrant had 16,072 outstanding limited and general partnership interests held of record by 648 subscribers. There is no established public or organized trading market for the limited and general partnership interests.
Revenues which, in the sole judgement of the managing general partner, are not required to meet the Registrant’s obligations will be distributed to the partners at least quarterly in accordance with the Registrant’s Partnership Agreement. Distributions made to limited and general partners during the year ended December 31, 2003 were $4,335,000, and no distributions were made during the period from February 27, 2002 (date of inception) through December 31, 2002.
ITEM 6.
ITEM 6. Selected Financial Data
The following table sets forth selected financial data for the year ended December 31, 2003 and for the period from February 27, 2002 (date of inception) through December 31, 2002:
ITEM 7.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
Mewbourne Energy Partners 02-A, L.P. (the “Registrant”) was organized as a Delaware limited partnership on February 27, 2002. The offering of limited and general partner interests began June 26, 2002 as part of an offering registered under the name Mewbourne Energy 02-03 Drilling Programs. The offering of limited and general partner interests in the Registrant concluded October 10, 2002, with total investor partner contributions of $16,072,000.
The Registrant was formed to engage primarily in the business of drilling development wells, to produce and market crude oil and natural gas produced from such properties, to distribute any net proceeds from operations to the general and limited partners and to the extent necessary, acquire leases which contain drilling prospects. The economic life of the Registrant depends on the period over which the Registrant’s oil and gas reserves are economically recoverable.
Results of Operations
The following table sets forth certain operating data for the year ended December 31, 2003 and the period from February 27, 2002 (date of inception) through December 31, 2002.
Note: The Partnership was formed during the year 2002 and began drilling oil and gas wells. The majority of the wells were not drilled or completed until 2003 which accounts for the substantial increase in sales and production volumes during the year ended December 31, 2003.
Year ended December 31, 2003 compared to the period from February 27, 2002 (date of inception) through December 31, 2002.
Oil and natural gas sales. Oil and natural gas sales increased to $6,306,198 in 2003 from $219,099 in 2002 due to additional wells being drilled and completed by the Partnership during 2003, which resulted in a substantial increase in sales revenues and production volumes. Production volumes increased to 1,259,000 Mcf of gas in 2003 from 58,000 Mcf in 2002, while oil volumes increased to 8,000 Bbls in 2003 as compared to no Bbls in 2002.
Interest income. Interest income decreased from $23,145 in 2002 to $14,666 in 2003 due to expenditures for the drilling of oil and gas wells, which resulted in a decrease of capital available for investments.
Lease operating expense and production taxes. Lease operating expense increased from $6,018 in 2002 to $407,910 in 2003. Production taxes increased from $17,609 in 2002 to $506,407 in 2003. These expenses increased as additional wells were drilled and completed in 2003.
Depreciation, depletion and amortization. Depreciation, depletion and amortization increased from $107,171 in 2002 to $2,112,507 in 2003 as additional wells were drilled and producing and therefore depleting their reserves.
Cost ceiling write-downs. Cost ceiling write-downs of $242,261 and $8,687 were recorded in 2002 and 2003, respectively.
Liquidity and capital resources
Net cash decreased by $4,052,172 during the year ended December 31, 2003. These funds were utilized primarily for drilling and completion costs. Cash flows from operating activities were offset by funds utilized primarily for drilling and completion costs and cash distributions to partners. All wells for which funds have been committed have been drilled, therefore, future capital requirements are not expected to be material in nature and will be paid with revenues generated through oil and gas sales. Revenues which, in the sole judgement of the managing general partner, are not required to meet the Registrant’s obligations will be distributed to the partners at least quarterly in accordance with the Registrant’s Partnership Agreement.
Critical Accounting Policies
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates inherent in the Registrant’s financial statements include the estimate of oil and gas reserves as reported in the footnotes to the financial statements. Changes in oil and gas prices, changes in production estimates and the success or failure of future development activities could have a significant effect on reserve estimates. The reserve estimates directly impact the computation of depreciation, depletion and amortization, and the ceiling test for the Registrants oil and gas properties.
The Registrant follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and nonproductive costs incurred in the acquisition, exploration and development of oil and gas properties are capitalized. Depreciation, depletion and amortization of oil and gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and gas properties. Oil and gas properties are subject to an annual ceiling test that limits such costs to the aggregate of the present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties. The present value of future net cash flows has been prepared
assuming year-end selling prices, year end development and production cost and a 10 percent annual discount rate.
All financing activities of the Registrant are reported in the financial statements. The Registrant does not engage in any off-balance sheet financing arrangements.
In June 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 was effective for the Partnership beginning January 1, 2003. The adoption of FAS 146 did not have a material impact on the Partnership.
Organization and Related Party Transactions
The Partnership was organized on February 27, 2002. Mewbourne Development Corporation (MD) is managing general partner and Mewbourne Oil Company (MOC) is operator of oil and gas properties owned by the Partnership. Mewbourne Holdings, Inc. is the parent of both MD and MOC. Substantially all transactions are with MD and MOC.
Reimbursement to MOC for supervision and other operator charges totaled $928,846 and $222,098 for the year ended December 31, 2003 and the period from February 27, 2002 (date of inception) through December 31, 2002, respectively. Services and operator charges are billed in accordance with the program and partnership agreements.
In general, during any particular calendar year the total amount of administrative expenses allocated to the Partnership shall not exceed the greater of (a) 3.5% of the Partnership’s gross revenue from the sale of oil and natural gas production during each year (calculated without any deduction for operating costs or other costs and expenses) or (b) the sum of $50,000 plus .25% of the capital contributions of limited and general partners. Under this arrangement, $182,037 was allocated to the Partnership during the year ended December 31, 2003, and no charges were allocated to the Partnership during the period from February 27, 2002 (date of inception) through December 31, 2002.
The Partnership participates in oil and gas activities through an income tax partnership, the Program. The Partnership and MD are parties to the Program agreement. The costs and revenues of the Program are allocated to MD and the Partnership as follows:
(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 8.
ITEM 8. Financial Statements and Supplementary Data
The required financial statements of the Registrant are contained in a separate section of this report following the signature attestation. See “Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K”.
ITEM 9.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. 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 III
ITEM 10.
ITEM 10. Directors and Executive Officers of the Registrant
The Registrant does not have any officers or directors. Under the Registrant’s Partnership Agreement, the Registrant’s managing general partner, MD, is granted the exclusive right and full authority to manage, control and administer the Registrant’s business. MD is a wholly-owned subsidiary of Mewbourne Holdings, Inc.
Set forth below are the names, ages and positions of the directors and executive officers of MD, the Registrant’s managing general partner. Directors of MD are elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified.
Curtis W. Mewbourne, age 68, formed Mewbourne Holdings, Inc. in 1965 and serves as Chairman of the Board and President of Mewbourne Holdings, MOC and MD. He has operated as an independent oil and gas producer for the past 39 years. Mr. Mewbourne received a Bachelor of Science Degree in Petroleum Engineering from the University of Oklahoma in 1957. Mr. Mewbourne is the father of Dorothy M. Cuenod, Ruth M. Buckley, and Julie M. Greene and the father-in-law of J. Roe Buckley.
J. Roe Buckley, age 41, joined Mewbourne Holdings, Inc. in July, 1990 and serves as Vice President and Chief Financial Officer of both MD and MOC. Mr. Buckley was employed by MBank Dallas from 1985-1990 where he served as a commercial loan officer. He received a Bachelor of Arts in Economics from Sewanee in 1984. Mr. Buckley is the son-in-law of Curtis W. Mewbourne and is married to Ruth M. Buckley. He is also the brother-in-law of Dorothy M. Cuenod and Julie M. Greene.
Alan Clark, age 51, joined Mewbourne Oil Company in 1979 and serves as Treasurer and Controller of both MD and MOC. Prior to joining MOC, Mr. Clark was employed by Texas Oil and Gas Corporation as Assistant Supervisor of joint interest accounting from 1976 to 1979. Mr. Clark has served in several accounting/finance positions with Mewbourne Oil Company prior to his current assignment. Mr. Clark received a Bachelor of Business Administration from the University of Texas at Arlington.
Michael F. Shepard, age 57, joined MOC in 1986 and serves as Secretary and General Counsel of MD. He has practiced law exclusively in the oil and gas industry since 1979 and formerly was counsel with Parker Drilling Company and its Perry Gas subsidiary for seven years. Mr. Shepard holds the Juris Doctor degree from the University of Tulsa where he received the National Energy Law and Policy Institute award as the outstanding graduate in the Energy Law curriculum. He received a B.A. degree, magna cum laude, from the University of Massachusetts in 1976. Mr. Shepard is a member of the bar in Texas and Oklahoma.
Dorothy Mewbourne Cuenod, age 43, received a B.A. Degree in Art History from The University of Texas and a Masters of Business Administration Degree from Southern Methodist University. Since 1984 she has served as a Director and Assistant Secretary of both MD and MOC. Ms. Cuenod is the daughter of Curtis W. Mewbourne and is the sister of Ruth M. Buckley and Julie M. Greene. She is also the sister-in-law of J. Roe Buckley.
Ruth Mewbourne Buckley, age 42, received a Bachelor of Science Degree in both Engineering and Geology from Vanderbilt University. Since 1987 she has served as a Director and Assistant Secretary of both MD and MOC. Ms. Buckley is the daughter of Curtis W. Mewbourne and is the sister of Dorothy M. Cuenod and Julie M. Greene. She is also the wife of J. Roe Buckley.
Julie Mewbourne Greene, age 40, received a B.A. in Business Administration from the University of Oklahoma. Since 1988 she has served as a Director and Assistant Secretary of both MD and MOC. Prior to that time she was employed by Rauscher, Pierce, Refsnes, Inc. Ms. Greene is the daughter of Curtis W. Mewbourne and is the sister of Dorothy M. Cuenod and Ruth M. Buckley. She is also the sister-in-law of J. Roe Buckley.
ITEM 11.
ITEM 11. Executive Compensation
The Registrant does not have any directors or officers. Management of the Registrant is vested in the managing general partner. None of the officers or directors of MD or MOC will receive remuneration directly from the Registrant, but will continue to be compensated by their present employers. The Registrant will reimburse MD and MOC and affiliates thereof for certain costs of overhead falling within the definition of Administrative Costs, including without limitation, salaries of the officers and employees of MD and MOC; provided that no portion of the salaries of the directors or of the executive officer of MOC or MD may be reimbursed as Administrative Costs.
ITEM 12.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
(a) Beneficial owners of more than five percent
(b) Security ownership of management
The Registrant does not have any officers or directors. The managing general partner of the Registrant, MD, has the exclusive right and full authority to manage, control and administer the Registrant’s business. Under the Registrant’s Partnership Agreement, limited and general partners holding a majority of the outstanding limited and general partnership interests have the right to take certain actions, including the removal of the managing general partner. The Registrant is not aware of any current arrangement or activity that may lead to such removal.
ITEM 13.
ITEM 13. Certain Relationships and Related Transactions
Transactions with MD and its affiliates
Pursuant to the Registrant’s Partnership Agreement, the Registrant had the following related party transactions with MD and its affiliates during the year ended December 31, 2002 and for the period February 27, 2002 (date of inception) through December 31, 2002:
The Registrant participates in oil and gas activities through a drilling program created by the Drilling Program Agreement (the “Program”). Pursuant to the Program, MD pays approximately 30% of the Program’s capital expenditures and approximately 40% of its operating and general and administrative expenses. The Registrant pays the remainder of the costs and expenses of the Program. In return, MD is allocated approximately 40% of the Program’s revenues.
PART IV
ITEM 14.
ITEM 14. Principal Accountant Fees and Services
The partnership has retained PricewaterhouseCoopers LLP as their independent auditors.
ITEM 15.
ITEM 15. Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
/s/ Curtis W. Mewbourne
Curtis W. Mewbourne
President/Director
March 29, 2004
/s/ J. Roe Buckley
J. Roe Buckley
Vice President/Chief
Financial Officer
March 29, 2004
/s/ Alan Clark
Alan Clark
Treasurer
March 29, 2004
/s/ Dorothy M. Cuenod
Dorothy M. Cuenod
Director
March 29, 2004
/s/ Ruth M. Buckley
Ruth M. Buckley
Director
March 29, 2004
/s/ Julie M. Greene
Julie M. Greene
Director
March 29, 2004
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
No annual report or proxy material has been sent to the Registrant’s security holders.
MEWBOURNE ENERGY PARTNERS 02-A, L.P.
FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT AUDITORS
For the year ended December 31, 2003
and for the period from February 27, 2002
(date of inception) through December 31, 2002
Report of Independent Auditors
To the Partners of
Mewbourne Energy Partners 02-A, L.P.
and to the Board of Directors of
Mewbourne Development Corporation:
In our opinion, the accompanying balance sheets and the related statements of income (loss), of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of Mewbourne Energy Partners 02-A, L.P. at December 31, 2003 and 2002, and the results of its operations and its cash flows for the year ended December 31, 2003 and the period from February 27, 2002 (date of inception) through December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standard No. 143, “Accounting for Asset Retirement Obligations,” as of January 1, 2003 and changed the manner in which it accounts for asset retirement costs.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
March 29, 2004
Mewbourne Energy Partners 02-A, L. P.
BALANCE SHEETS
December 31, 2003 and 2002
The accompanying notes are an integral
part of the financial statements.
Mewbourne Energy Partners 02-A, L. P.
STATEMENTS OF INCOME (LOSS)
For the year ended December 31, 2003 and
the period from February 27, 2002 (date of inception)
through December 31, 2002
The accompanying notes are an integral
part of the financial statements.
Mewbourne Energy Partners 02-A, L. P.
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
For the year ended December 31, 2003 and
the period from February 27, 2002 (date of inception)
through December 31, 2002
The accompanying notes are an integral part of the financial statements.
Mewbourne Energy Partners 02-A, L. P.
STATEMENTS OF CASH FLOWS
For the year ended December 31, 2003 and
the period from February 27, 2002 (date of inception)
through December 31, 2002
The accompanying notes are an integral
part of the financial statements.
MEWBOURNE ENERGY PARTNERS 02-A, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies:
Accounting for Oil and Gas Producing Activities
Mewbourne Energy Partners 02-A, L.P., (the “Partnership”), a Delaware limited partnership engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, was organized on February 27, 2002. The offering of limited and general partnership interests began June 26, 2002 as a part of an offering registered under the name Mewbourne Energy Partners 02-03 Drilling Programs, (the “Program”), and concluded October 10, 2002, with total investor contributions of $16,072,000 being sold to 647 subscribers of which $14,667,000 were sold to 597 subscribers as general partner interests and $1,405,000 were sold to 50 subscribers as limited partner interests.
The Program’s sole business is the development and production of oil and gas with a concentration on gas. Substantially all of the Program’s gas reserves are being sold regionally in the spot market. Due to the highly competitive nature of the spot market, prices are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon obtaining transportation services provided by pipelines. The prices received for the Program’s oil and gas are subject to influences such as global consumption and supply trends.
The Partnership follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and nonproductive costs incurred in the acquisition, exploration and development of oil and gas properties are capitalized. Depreciation, depletion and amortization of oil and gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and gas properties. At December 31, 2003, substantially all capitalized costs were subject to amortization, while at December 31, 2002, approximately $1.3 million of capitalized costs were excluded from amortization. Proceeds from the sale or other disposition of properties are credited to the full cost pool. Gains and losses are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and the proved oil and gas reserves. Capitalized costs are subject to an annual ceiling test that limits such costs to the aggregate of the present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties. Cost ceiling write-downs of $8,687 and $242,261 were recorded for the years ended December 31, 2003 and 2002, respectively.
Significant estimates inherent in the partnership’s financial statements include the estimate of oil and gas reserves as reported in the footnotes to the financial statements. Changes in oil and gas prices, changes in production estimates and the success or failure of future development activities could have a significant effect on reserve estimates. The reserve estimates directly impact the computation of depreciation, depletion and amortization, and the ceiling test for the Registrants oil and gas properties.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Partnership considers all highly liquid investments, those with original maturities of three months or less at the date of acquisition, to be cash equivalents.
The Partnership maintains all its cash in one financial institution.
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.
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 following pro forma data summarizes our net loss as if the provisions of SFAS 143 had been applied as of January 1, 2002:
A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the year ended December 31, 2003, is as follows:
Oil and Gas Sales
The Program’s oil and condensate production is sold, title passed, and revenue recognized at or near the Program’s wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of gas applicable to the Program’s interest are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Program’s interest in gas reserves. The Partnership uses the sales method to recognize oil and gas revenue whereby revenue is recognized for the amount of production taken regardless of the amount for which the Partnership is entitled based on its working interest ownership. As of December 31, 2003 and 2002, no material gas imbalances between the Partnership and other working interest owners existed.
Income Taxes
The Partnership is treated as a partnership for income tax purposes, and as a result, income of the Partnership is reported on the tax returns of the partners and no recognition is given to income taxes in the financial statements.
Reclassifications
Certain reclassifications have been made to the prior year balances to conform to current year presentation.
2. Organization and Related Party Transactions:
The Partnership was organized on February 27, 2002. Mewbourne Development Corporation (MD) is managing general partner and Mewbourne Oil Company (MOC) is operator of oil and
gas properties owned by the Partnership. Mewbourne Holdings, Inc. is the parent of both MD and MOC. Substantially all transactions are with MD and MOC.
Reimbursement to MOC for supervision and other operator charges totaled $928,846 and $222,098 for the year ended December 31, 2003 and the period from February 27, 2002 (date of inception) through December 31, 2002, respectively. Services and operator charges are billed in accordance with the program and partnership agreements.
In general, during any particular calendar year the total amount of administrative expenses allocated to the Partnership shall not exceed the greater of (a) 3.5% of the Partnership’s gross revenue from the sale of oil and natural gas production during each year (calculated without any deduction for operating costs or other costs and expenses) or (b) the sum of $50,000 plus .25% of the capital contributions of limited and general partners. Under this arrangement, $182,037 was allocated to the Partnership during the year ended December 31, 2003, and no charges were allocated to the Partnership during the period from February 27, 2002 (date of inception) through December 31, 2002.
The Partnership participates in oil and gas activities through an income tax partnership, the Program. The Partnership and MD are parties to the Program agreement. The costs and revenues of the Program are allocated to MD and the Partnership as follows:
(1) As noted above, pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which will approximate 30% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less that 30% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program’s total capital costs reaches approximately 30%.
The partnership’s financial statements reflect its respective proportionate interest in the Program.
3. Reconciliation of Net Income (Loss) Per Statements of Income (Loss) With Net Income (Loss) Per Federal Income Tax Return:
The following is a reconciliation of net income (loss) per statements of income (loss) with the net income (loss) per federal income tax return for the year ended December 31, 2003 and the period from February 27, 2002 (date of inception) through December 31, 2002:
The Partnership’s financial reporting bases of its net assets exceeded the tax bases of its net assets by $12,548,763 and $10,045,467 at December 31, 2003 and 2002 respectively.
4. Recently Issued Accounting Standards:
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 was effective for the Partnership beginning January 1, 2003. The adoption of FAS 146 did not have a material impact on the Partnership.
5. Supplemental Oil and Gas Information (Unaudited):
The tables presented below provide supplemental information about oil and natural gas exploration and production activities as defined by SFAS No. 69, “Disclosures about Oil an Gas Producing Activities”.
Costs Incurred and Capitalized Costs:
Costs incurred in oil and natural gas acquisition, exploration and development activities for the year ended December 31, 2003 and the period from February 27, 2002 (date of inception) through December 31, 2002 are as follows:
Capitalized costs related to oil and natural gas acquisition, exploration and development activities at December 31, 2003 and at December 31, 2002 are as follows:
Depreciation, depletion and amortization per one thousand cubic feet of gas equivalent was $1.62 and $1.86 for the year ended December 31, 2003 and for the period from February 27, 2002 (date of inception) through December 31, 2002, respectively.
Although certain wells had been drilled, completed and began producing in December 2002, a majority of the wells were drilled and completed subsequent to December 31, 2002.
Estimated Net Quantities of Proved Oil and Gas Reserves
Reserve estimates as well as certain information regarding future production and discounted cash flows were determined by the Partnership’s independent petroleum consultants and MOC’s petroleum reservoir engineers. The Partnership considers reserve estimates to be reasonable, however, due to inherent uncertainties and the limited nature of reservoir data, estimates of oil and gas reserves are imprecise and subject to change over time as additional information becomes available.
There have been no favorable or adverse events that have caused a significant change in estimated proved reserves since December 31, 2003. The Partnership has no long-term supply agreements or contracts with governments or authorities in which it acts as producer nor does it have any interest in oil and gas operations accounted for by the equity method. All reserves are located onshore within the United States.
Proved Reserves:
Standardized Measure of Discounted Future Net Cash Flows:
For the year ended December 31, 2003 and the period from February 27, 2002 (date of inception) through December 31, 2002
The Standardized measure of discounted future net cash flows from estimated production of proved oil and gas reserves is presented in accordance with the provisions of Statement of Financial Accounting Standards No. 69, “Disclosures about Oil and Gas Producing Activities” (SFAS No. 69). In computing this data, assumptions other than those mandated by SFAS No. 69 could produce substantially different results. The Partnership cautions against viewing this information as a forecast of future economic conditions, revenues, or fair value.
The standardized measure has been prepared assuming year-end selling prices, year end development and production cost and a 10 percent annual discount rate. No future income tax expense has been provided for the Partnership since it incurs no income tax liability. (See Significant Accounting Policies - Income Taxes in Note 1 to the Financial Statements.) The year-end prices were $27.86 per barrel of oil and $4.02 per MCF of gas as of December 31, 2002 and $30.34 barrel of oil and $5.66 per MCF of gas as of December 31, 2003.
Summary of Changes in the Standardized Measure
MEWBOURNE ENERGY PARTNERS 02-A, L.P.
INDEX TO EXHIBITS
The following documents are incorporated by reference in response to Item 14(a)3.