FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1995
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-10268
C&K 1981 FUND-A, LTD.
(Exact name of registrant as specified in its charter)
Texas 76-0307703
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16825 Northchase Dr., Suite 1100,
Houston, Texas 77060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 713-874-0700
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
The C&K 1981 Fund-A, Ltd. is a Texas limited partnership.
<PAGE>
INDEX TO FORM 10-Q
C&K 1981 Fund-A, Ltd.
Page
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements
Balance Sheets
March 31, 1995 and December 31, 1994 . . . . . . . 3
Statements of Operations
Three months ended March 31, 1995 and 1994 . . . . 4
Statement of Partners' Capital (Deficit)
Three months ended March 31, 1995 and 1994 . . . . 5
Statements of Cash Flows
Three months ended March 31, 1995 and 1994 . . . . 6
Notes to the Financial Statements . . . . . . . . 7-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . 11-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . 13
Item 2. Changes in Securities . . . . . . . . . . 13
Item 3. Defaults upon Senior Securities . . . . . 13
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . 13
Item 5. Other Information . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . 13
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
<TABLE>
<CAPTION>
C&K 1981 FUND-A, LTD.
(A Texas Limited Partnership)
BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1995 1994
<S> <C> <C>
Oil and gas properties and equipment, at cost,
using the full cost method of accounting $20,943,958 $ 20,940,892
Less: Accumulated depletion (20,159,691) (20,131,367)
Total Assets $ 784,267 $ 809,525
<CAPTION>
LIABILITIES AND PARTNERS' DEFICIT
<S> <C> <C>
Current payable to General Partner $ 230,160 $ 508,040
Long-term payable to General Partner 788,673 505,558
Total liabilities 1,018,833 1,013,598
Contingency (Note 7)
Partners' deficit (234,566) (204,073)
Total Liabilities and Partners' Deficit $ 784,267 $ 809,525
</TABLE>
[FN]
The accompanying notes are an integral party of these financial statements.
<PAGE>
<TABLE>
<CAPTION> C&K 1981 FUND-A, LTD.
(A Texas Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
March 31,
1995 1994
<S> <C> <C>
Revenues:
Oil and gas sales $245,635 $338,250
Expenses:
Lease operating expense 91,497 56,997
Production tax expense 27,553 34,772
Marketing deductions 3,420 8,787
Depletion expense 28,324 35,187
General and administrative expense 72,176 63,620
Interest expense - affiliated 25,368 18,071
$248,338 $ 217,434
Net income (loss) $ (2,703) $ 120,816
Net income (loss) per limited
partnership unit
(3,302 outstanding) $ (6.90) $ 13.86
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
C&K 1981 FUND-A, LTD.
(A Texas Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Three months ended March 31, 1994
Combining
General Limited Adjustment
Partner Partners (Note 3) Total
<S> <C> <C> <C> <C>
Balance at January 1, 1994 $ 234,610 $(624,507) $ 86,504 $(303,393)
Contributions 61,876 -- -- 61,876
Distributions (147,346) -- -- (147,346)
Net income (loss) 76,800 45,775 (1,759) 120,816
Balance at March 31, 1994 $ 225,940 $(578,732) $ 84,745 $(268,047)
<CAPTION>
Three months ended March 31, 1995
Combining
General Limited Adjustment
Partner Partners (Note 3) Total
<S> <C> <C> <C> <C>
Balance at January 1, 1995 $ 223,920 $(500,537) $ 72,544 $(204,073)
Contributions 79,541 -- -- 79,541
Distributions (107,331) -- -- (107,331)
Net income (loss) 22,622 (22,796) (2,529) (2,703)
Balance at March 31, 1995 $ 218,752 $(523,333) $ 70,015 $(234,566)
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
C&K 1981 FUND-A, LTD.
(A Texas Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
March 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (2,703) $ 120,816
Adjustments to reconcile net income
to net cash provided by operating activities:
Depletion 28,324 35,187
Net cash provided by operating activities 25,621 156,003
Cash flows from investing activities:
Additions to oil and gas
properties and equipment (3,066) (2,768)
Cash flows from financing activities:
Increase in payable to General Partner 5,235 (67,765)
Distributions to General Partner (107,331) (147,346)
Contributions by General Partner 79,541 61,876
Net cash used in financing activities (22,555) (153,235)
Net increase (decrease) in cash and
cash equivalents -- --
Cash and cash equivalents at beginning of period -- --
Cash and cash equivalents at end of period -- --
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ -- $ --
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
<PAGE>
C&K 1981 FUND-A, LTD.
(A Texas Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management Representation
These financial statements should be read in the context of the
financial statements and notes thereto filed with the Securities and
Exchange Commission in the Partnership's 1994 annual report on Form 10-K.
In the opinion of management, the accompanying unaudited financial
statements reflect all adjustments consisting only of normal recurring
items necessary to present fairly the financial position of the C&K 1981
Fund-A, Ltd. at March 31, 1995, the results of operations for the three
months ended March 31, 1995 and 1994, and the partners' capital/(deficit)
and cash flows for the three months ended March 31, 1995 and 1994. The
results of operations for the three months ended March 31, 1995 should not
necessarily be taken as indicative of the results of operations that may be
expected for the entire year 1995.
Organization
The C&K 1981 Fund-A, Ltd. (the "Partnership"), a Texas Limited
Partnership, was organized on December 16, 1980, to acquire, explore,
develop and operate onshore oil and gas properties in the United States and
commenced operations on May 12, 1981. Total initial Limited Partner
contributions were $8,255,000 including $100,000 contributed by C&K
Petroleum, Inc. ("C&K"), the initial General Partner.
Effective November 18, 1992, Ultramar Oil and Gas Limited ("UOGL"), an
indirect wholly-owned subsidiary of LASMO plc, was sold to Williams-Cody,
Limited Liability Company, a Wyoming limited liability company ("WCLLC"),
owned by Williams Gas Management Company ("WGMan") and Cody Resources, Inc.
("CRI"). On January 1, 1993, UOGL changed its name to Williams-Cody, Inc.
("Williams-Cody").
Effective May 1, 1993, Cody Company, a wholly owned subsidiary of The
Gates Corporation, purchased the units of WCLLC owned by Williams Gas
Management Company. As a result of this acquisition, the unit holders of
WCLLC are Cody Company and its wholly owned subsidiary, Cody Resources,
Inc. Subsequently, effective May 15, 1993, the name of Williams-Cody, Inc.
has been changed to CODY ENERGY, INC. ("CODY"), and the name of Williams-
Cody Limited Liability Company has been changed to Gates-Cody Energy
Company ("GCEC"), a Limited Liability Company. CODY is the surviving
corporation and, pursuant to the authority provided in the Partnership
Agreement, manages and controls the Partnerships affairs and is responsible
for the activities of the Partnership.
CODY is currently considering either transferring its limited partner
and general partner interest in the Partnership, or withdrawing as general
partner of the Partnership or taking other actions to reduce its
responsibilities in the Partnership which could lead to the ultimate
dissolution of the Partnership. GCEC intends to, if necessary, advance
funds required by the Partnership in excess of those generated by
operations through CODY.
Basis of Accounting
The accounts of the Partnership are maintained on the accrual basis in
accordance with accounting practices permitted for federal income tax
reporting purposes. In order to present the accompanying financial
statements on the basis of generally accepted accounting principles for
financial reporting purposes, adjustments have been made to account for oil
and gas properties under the full cost method of accounting.
Oil and Gas Properties
The Partnership uses the full cost method of accounting for oil and gas
properties in accordance with rules prescribed by the Securities and
Exchange Commission ("SEC"). Under this method, all costs incurred in
connection with the exploration for and development of oil and gas reserves
are capitalized. Such capitalized costs include lease acquisition,
geological and geophysical work, delay rentals, drilling, completing and
equipping oil and gas wells and other related costs together with costs
applicable to CODY's technical personnel directly engaged in evaluating and
maintaining oil and gas prospects and drilling oil and gas wells.
Maintenance and repairs are charged against income when incurred. Renewals
and betterments which extend the useful life of properties are capitalized.
The capitalized costs of all oil and gas properties are depleted on a
composite units-of-revenue method computed on a future gross revenue basis.
An additional depletion provision is made if the total capitalized costs of
oil and gas properties exceed the "capitalization ceiling" which is
calculated as the present value of future net revenues from estimated
production of the Partnership's proved oil and gas reserves as furnished by
independent petroleum engineers.
Future gross revenues have been estimated using rules prescribed by the
SEC. Under these rules, year-end prices are utilized in determining future
gross revenues.
The capitalization ceiling is computed for the first quarter of the year
by (i) adjusting the previous year-end present value of future net revenues
for the accretion of the discount, production, and revisions to reserve
estimates, if any, and (ii) revising the resultant valuation of future net
revenues to incorporate prices and volumes at the financial statement date.
Contributions and Distributions
Contributions by the General Partner, as presented in the Statement of
Partners' Capital/(Deficit), represent amounts paid by the General Partner
for its allocated share of the Partnership's costs and expenses.
Distributions to the General Partner represent amounts collected by the
General Partner for its allocated share of the Partnership's revenues.
Net Income per Limited Partnership Unit
Net income per Limited Partnership unit is computed by obtaining the
Limited Partners net income (see Statement of Partners' Capital) and
dividing by the total Limited Partnership units outstanding.
Payable to the General Partner
The Partnership's payable to the General Partner is the Limited
Partners' obligation for their share of costs, arising from partnership
operations, which are funded entirely by the General Partner. The current
portion of the liability is the amount estimated to be collectible from the
Limited Partners' net operating revenues over the current operating cycle
(one year).
NOTE 2 - GAS CONTRACT
Effective January 1, 1993, under a gas purchase agreement ("agreement"),
WGMan began purchasing all of the Partnership's natural gas production.
The agreement is for five years and calls for a market responsive price
which is tied to a published index. WGMan is paid an administrative fee of
$.04 per MMBtu of gas purchased as compensation for administration and
marketing of gas. WGMan also is responsible for the administration of the
third party gas contracts as outlined in the agreement; however, the
Partnership remains responsible for all costs related to production,
gathering, processing or severance of the gas prior to Delivery Point.
These costs have been recorded as marketing deductions in the financial
statements.
NOTE 3 - ALLOCATION OF PARTNERSHIP REVENUES, COSTS AND EXPENSES
The Partnership Agreement provides that revenues, costs and expenses
shall be allocated to the partners as follows:
<TABLE>
<CAPTION>
Limited General
Partners Partner
<S> <C> <C>
REVENUES
Sale of Production . . . . . . . . . . . . . . . . . . . 50% 50%
Sale of Equipment . . . . . . . . . . . . . . . . . . . . 50 50
Interest Income . . . . . . . . . . . . . . . . . . . . . 99 1
COSTS AND EXPENSES
Organization and Offering Expenses Other
than Sales Commissions . . . . . . . . . . . . . . . . . 0 100
Leasehold Acquisition Costs . . . . . . . . . . . . . . . 0 100
Subsequent Leasehold Acquisition Costs . . . . . . . . . 50 50
Intangible Drilling Costs . . . . . . . . . . . . . . . . 99 1
Tangible Drilling and Completion Costs Relating to
Commercially Productive Wells . . . . . . . . .. . . . 0 100
Post-Completion Costs . . . . . . . . . . . . . .. . . . 50 50
Operating Costs . . . . . . . . . . . . . . . . .. . . . 50 50
Special Costs . . . . . . . . . . . . . . . . . .. . . . 99 1
General and Administrative Expenses . . . . . . .. . . . 50 50
</TABLE>
The depletion provision is calculated based on discrete calculations
utilizing the Partnership's and the partners' share of the related capital
costs and estimated future net revenues. For financial statement purposes,
each partner's depletion provision has been increased by the amount that
its share of unamortized costs exceeded its capitalization ceiling. The
difference between depletion applicable to the partners and the total
applicable to the Partnership is shown as a combining adjustment in the
Statement of Partners' Capital (Deficit) for the each of the three months
ended March 31, 1995 and 1994. During the three months ended March 31,
1995 and 1994, the net capitalized costs of the Partnership's oil and gas
properties did not exceed the capitalized ceiling.
NOTE 4 - PURCHASE OF LIMITED PARTNERS' INTERESTS
The Limited Partners may require the General Partner to purchase up to
ten percent of their interests annually. The purchase price is based on
the Limited Partners' proportionate share of the sum of (i) two-thirds of
the present worth of estimated future net revenues using a discount rate
equal to the prime rate in effect on the applicable valuation date plus one
percent, (ii) the present value of the estimated salvage value of all
production facilities and tangible assets, and (iii) the net book value of
all other assets and liabilities. At January 1, 1995, the General Partner
calculated a purchase price of $(16.46) per Limited Partner unit;
therefore, no offer to purchase the interest was made.
NOTE 5 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
The General Partner is reimbursed for administrative and overhead costs
incurred in conducting the business of the Partnership. Such
reimbursements have been the maximum allowed under the terms of the
Partnership Agreement during the three months ended March 31, 1995 and
1994.
After such time as total contributions from the Limited Partners have
been expended, the General Partner may advance funds to the Limited
Partners for their share of costs and expenses for continuing operations.
Interest was charged to the Limited Partners on such advances at a rate
which approximated 10% and 7.0% during the three months ended March 31,
1995 and 1994, respectively. The General Partner is reimbursed for funds
advanced to the Limited Partners from revenues otherwise allocable to the
Limited Partners.
NOTE 6 - INCOME TAXES
Income taxes are not levied at the Partnership level, but rather on the
individual partners; therefore, no provision for liability for federal and
state income taxes has been reflected in the accompanying financial
statements. The qualification of the Partnership as a partnership for tax
purposes, and the amount of the Partnership's income or loss is subject to
examination be federal and state tax authorities. If such examinations
result in changes with respect to the Partnership's qualifications or in
changes in the Partnership's income or loss, the tax liability of the
partners could be changed accordingly.
Income tax deductions are allocated according to the manner in which the
related costs were allocated. The Tax Reform Act of 1976 provides that
income tax deductions for depletion must be computed by each partner rather
than by the Partnership. Accordingly, the income tax returns of the
Partnership will not include deductions for depletion since such amounts
are not Partnership deductions.
Under the passive loss rules of the Tax Reform Act of 1986 certain
limitations on the deductibility of losses attributable to an investment in
the Partnership apply to the Limited Partners which are individuals,
estates, trusts, closely held corporations and any personal service
corporations. In general, losses from activities in which an investor does
not materially participate (characterized as passive activities), such as a
Limited Partner's interest in the Partnership, are only deductible to the
extent of income from such passive activities.
NOTE 7 - CONTINGENCY
The Partnership has a working capital deficiency and a net capital
deficiency. As a result of the deficit capital position of the Limited
Partners' interests, all net cash flows attributable to the Limited
Partners' share of the Partnership's operations are presently applied
entirely against its indebtedness for past funds advanced by the General
Partner and are not available to fund Partnership needs. Funds required by
the Partnership in excess of those generated by operations will be advanced
by the General Partner. The General Partner is currently considering
either transferring its limited partner and general partner interests in
the Partnership, or withdrawing as general partner of the Partnership or
taking other actions to reduce its responsibilities in the Partnership,
which could lead to the ultimate dissolution of the Partnership. These
conditions raise substantial doubt about the Partnership's ability to
continue as a going concern. As long as CODY remains the General Partner
of the Partnership, GCEC intends to continue advancing funds required by
the Partnership in excess of those generated by operations through CODY.
The accompanying financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
C&K 1981 FUND-A, LTD.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash flow for the three months ended March 31, 1995 was applied to the
Limited Partners' debt to the General Partner. Consequently, the
Partnership has no cash on hand for the three month period ended March 31,
1995.
Any funds required by the Partnership in excess of those generated by
operating proceeds will be advanced by GCEC, through CODY, the General
Partner, since all of the Partnership's cash flow is encumbered and no
Partnership funds are available for drilling future wells. The revenues
attributable to the Limited Partners' share of the Partnership's producing
operations are presently applied entirely against its indebtedness for past
advances contributed by the General Partner. CODY is currently considering
either transferring its limited partner and general partner interests in
the Partnership, or withdrawing as general partner, or taking other actions
to reduce its responsibilities in the Partnership, which could lead to the
ultimate dissolution of the Partnership. As long as CODY remains the
general partner of the Partnership, GCEC intends to continue advancing
funds, through CODY, required by the Partnership in excess of those
generated by operations (See Notes 1 and 5 to the Financial Statements).
The Partnership's financial condition and operating results will be
materially affected by any significant fluctuations in oil sales prices.
The Limited Partners' ability to reimburse funds advanced by the General
Partner will be similarly affected. The Partnership cannot predict the
prices it will receive in the remainder of 1995 and future years for its
non-routine oil and gas production.
There were no capital expenditures for the three months ended March 31,
1995 and 1994. The Partnership has no plans for additional exploratory or
developmental capital programs, except those necessary to maintain well
productivity for 1995.
RESULTS OF OPERATIONS
Net loss for the three months ended March 31, 1995 was $2,703, a
decrease of $123,519 or 102% from net income of $120,816 reported for the
same period in 1994. The decrease resulted primarily from declining
production rates for both oil and gas and declining prices for gas which
were offset somewhat by an increase in the price received for oil.
Crude oil and natural gas sales during the three months ended March 31,
1995 were $245,635, a decrease of $92,615 or 27% compared to the same
period in 1994. Crude oil and natural gas production per day decreased to
144 barrels and 207 thousand cubic feet ("mcf"), respectively, as compared
to 247 barrels and 301 mcf, respectively, in 1994. During the first
quarter of 1995, average sales prices increased for crude oil to $16.80 per
barrel and decreased for natural gas to $1.50 per mcf, respectively, as
compared to $13.22 and $2.39, respectively, for the same period in 1994.
Lease operating expense for the three months ended March 31, 1995
decreased by $34,500 or 61% compared to the corresponding period in 1994.
The increase in lease operating expenses is due to increased operating
requirements which result as the properties mature irrespective of the
decline in production. Production tax expense for the first quarter of
1995 decreased by $7,219 or 21% compared to the same period in 1994. The
decrease in production taxes is due to declining production volumes which
is manifested by lower overall revenues and lower severance taxes.
Marketing deductions were $3,420 for the three months ended March 31, 1995
as compared to $8,787 for the corresponding period in 1994. Depletion
expense decreased by $6,863 or 20% compared to the same period in 1994.
General and administrative expenses for the first quarter of 1995 increased
by $8,556 or 13% compared to the same period in 1994. Interest expense
increased by $7,297 or 40% compared to the corresponding period in 1994.
The increase in interest expense is due to the increase in interest rates.
PART II - OTHER INFORMATION
C&K 1981 FUND-A, LTD.
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None.
(b) Reports on 8-K:
No reports were filed on Form 8-K during the quarter ended March
31, 1995.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
C&K 1981 Fund-A, LTD.
(Registrant)
By: /s/ Dan R. Taylor
Dan R. Taylor
Vice President & Controller
CODY ENERGY, INC.
Successor General Partner
DATE: May 11, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> MAR-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 20,943,958
<DEPRECIATION> (20,159,691)
<TOTAL-ASSETS> 784,267
<CURRENT-LIABILITIES> 230,160
<BONDS> 788,673
<COMMON> 0
0
0
<OTHER-SE> (234,566)
<TOTAL-LIABILITY-AND-EQUITY> 784,267
<SALES> 245,635
<TOTAL-REVENUES> 245,635
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 222,970
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,368
<INCOME-PRETAX> (2,703)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,703)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,703)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
