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, 1996
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.)
7555 East Hampden Avenue, Suite 600
Denver, Colorado 80231
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-695-3600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Each Class Which Registered
None None
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.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
March 31, 1996 and December 31, 1995
Statements of Operations
Three months ended March 31, 1996 and 1995
Statements of Changes in Partners' Capital (Deficit)
Three months ended March 31, 1996 and 1995
Statements of Cash Flows
Three months ended March 31, 1996 and 1995
Notes to the Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
<PAGE>
C&K 1981 FUND-A, LTD.
(A Texas Limited Partnership)
BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
<S> <C> <C>
Oil and gas properties and equipment,
at cost, using the full cost
method of accounting $ 20,939,959 $20,941,558
Less: Accumulated depreciation,
depletion and amortization (20,303,543) (20,270,615)
Total Assets $ 636,416 $ 670,943
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Accrued liabilities $ 2,486 $ 9,973
Current payable to General Partner 220,000 135,301
Long-term payable to General Partner 566,037 734,599
Total Liabilities 788,523 879,873
Partners' Capital (Deficit):
General Partner 175,253 184,921
Limited Partners (384,485) (453,932)
Combining adjustment 57,125 60,081
Total Partners Capital (Deficit) (152,107) (208,930)
Total Liabilities and Partners'
Capital (Deficit) $ 636,416 $ 670,943
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
<PAGE>
C&K 1981 FUND-A, LTD.
(A Texas Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
1996 1995
<S> <C> <C>
Revenues:
Oil and gas sales $388,467 $245,635
Expenses:
Lease operating 39,415 91,497
Production tax 54,458 27,553
Marketing deductions 3,621 3,420
Depreciation, depletion
and amortization 32,928 28,324
General and administrative 62,162 72,176
Interest - affiliated 23,932 25,368
216,516 248,338
Net income (loss) $171,951 $ (2,703)
Net income (loss) allocation:
General Partner $105,460 $ 22,622
Limited Partners 69,447 (22,796)
Combining adjustment (2,956) (2,529)
Net income (loss) $171,951 $ (2,703)
Net income (loss) per limited
partnership unit
(3,302 outstanding) $ 21.03 $ (6.90)
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
<PAGE>
C&K 1981 FUND-A, LTD.
(A Texas Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
<TABLE>
<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)
Three months ended March 31, 1996
Combining
General Limited Adjustment
Partner Partners (Note 3) Total
Balance at
January 1, 1996 $ 184,921 $(453,932) $60,081 $(208,930)
Contributions 50,065 -- -- 50,065
Distributions (165,193) -- -- (165,193)
Net income (loss) 105,460 69,447 (2,956) 171,951
Balance at
March 31, 1996 $ 175,253 $(384,485) $57,125 $(152,107)
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
<PAGE>
C&K 1981 FUND-A, LTD.
(A Texas Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $171,951 $ (2,703)
Adjustments to reconcile net
income (loss) to net cash provided by
operating activities:
Depreciation, depletion and amortization 32,928 28,324
Changes in operating assets and liabilities:
(Decrease) increase in accrued liabilities (7,487) 5,500
(Decrease) in payable to General Partner (83,863) (265)
Net cash provided by operating activities 113,529 30,856
Cash flows from investing activities:
Retirements of (additions to) oil and gas
properties and equipment 1,599 (3,066)
Net cash provided by (used in)
investing activities 1,599 (3,066)
Cash flows from financing activities:
Distributions to General Partner (165,193) (107,331)
Contributions by General Partner 50,065 79,541
Net cash used in financing
activities (115,128) (27,790)
Net increase (decrease) in cash -- --
Cash at beginning of period -- --
Cash at end of period $ -- $ --
</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
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.
C&K, after several corporate reorganizations beginning in September of
1984 and ending in December of 1991, was acquired by Ultramar Oil and Gas
Limited ( UOGL ), an indirect wholly-owned subsidiary of LASMO plc.
Effective November 18, 1992, UOGL 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 WGMan. As a
result of this acquisition, the unit holders of WCLLC are Cody Company and
its wholly owned subsidiary, CRI. Subsequently, effective May 15, 1993,
the name of Williams-Cody, Inc. was changed to CODY ENERGY, INC. ("CODY"),
and the name of Williams-Cody Limited Liability Company was 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 Partnership s affairs and
is responsible for the activities of the Partnership.
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.
Contributions and Distributions
Contributions by the General Partner, as presented in the Statements of
Changes in 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 (Loss) per Limited Partnership Unit
Net income (loss) per limited partnership unit is computed by obtaining
the Limited Partners net income (loss) (see Statements of Changes in
Partners' Capital (Deficit)) 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).
Revenue Recognition
The Partnership recognizes oil and gas revenues for only its ownership
percentage of total production under the entitlement method. Purchase,
sale and transportation of natural gas and crude oil are recognized upon
completion of the sale and when transported volumes are delivered.
Concentration of Credit Risk
Financial instruments which subject the Partnership to concentrations
of credit risk consist principally of trade receivables. The Partnership s
policy is to evaluate, prior to entering agreements, each purchaser s
financial condition. The Partnership sells to purchasers with different
geographic and economic characteristics. Trade receivables, which are
generally uncollateralized, are from oil and gas companies located
throughout the United States.
Use of Estimates
The preparation of the Partnership s financial statements in conformity
with generally accepted accounting principles necessarily 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 balance sheet dates and the reported amount of revenues
and expenses during the reporting periods. Actual results could differ
from those estimates.
Reclassifications
Certain amounts from prior years have been reclassified to be
consistent with the financial statement presentation for 1996. Such
reclassifications had no effect on net income.
NOTE 2 - GAS CONTRACT
Since June 1, 1993, Williams Gas Marketing has purchased all of the
Partnership's natural gas production under an agreement that calls for
market responsive prices which are tied to a published index. 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
The depreciation, depletion and amortization 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 depreciation,
depletion and amortization has been increased by the amount that his share
of unamortized costs exceeded the capitalization ceiling. At March 31,
1996 and 1995, the net capitalized costs of the Partnership's oil and gas
properties did not exceed the capitalization ceiling.
The combining adjustment included in partners capital of $57,125 and
$70,015 at March 31, 1996 and 1995, respectively, represents the difference
resulting from computing the full cost ceiling test on the total
partnership basis, which is used for financial reporting purposes, and the
limited partners and general partner basis. The adjustment is an
allocation of partners capital and does not affect net income.
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 discounted at 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.
In addition to the 40 units purchased by the General Partner for their
initial capital contribution, a total of 1,189.50 units have been purchased
from Limited Partners as of December 31, 1995. At January 1, 1996, the
General Partner calculated a purchase price of $78.11 per unit for the
Limited Partners. The Limited Partners have until June 30, 1996 to tender
units for repurchase. At December 31, 1995, the General Partner owned a
total of 1,229.50 units.
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, and were $61,912 for each three month period ended
March 31, 1996 and 1995.
During the first three months of 1996 and 1995, the Partnership
distributed $165,193 and $107,331, respectively, to the General Partner for
their allocated share of net revenues, and the General Partner contributed
$50,065 and $79,541, respectively, for their share of costs and expenses.
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 9.4% and 9.6% during the three months ended March 31,
1996 and 1995, 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 tax returns, 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 by 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.
NOTE 7 - CONTINGENCIES
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,
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
Net cash flow for the three months ended March 31, 1996 was applied to
the Limited Partners' debt to the General Partner, which was reduced by
$83,863 during this period. Consequently, the Partnership has no cash on
hand at March 31, 1996.
The Partnership s financing requirements for operating expenses are
currently provided by revenues from its producing operations. Any funds
required by the Partnership in excess of those generated by operating
proceeds will continue to be advanced by the General Partner. The
Partnership has no plans for additional exploratory or developmental
capital programs, except those necessary to maintain well productivity for
1996.
The Partnership cannot predict with any degree of certainty the prices
it will receive in the remainder of 1996 or in future years for its crude
oil and natural gas. The Partnership's financial condition, operating
results and liquidity will be materially affected by any significant
fluctuations in sales prices. The Limited Partners' ability to reimburse
funds advanced by the General Partner will be similarly affected.
RESULTS OF OPERATIONS
Net income for the three months ended March 31, 1996 was $171,951,
compared to a net loss of $2,703 reported for the same period in 1995. The
positive variance resulted primarily from an increase in net oil and gas
revenues, and a decrease in lease operating expenses.
Crude oil and natural gas sales during the three months ended March 31,
1996 were $388,467, an increase of $142,832 or 58% compared to the same
period in 1995. Crude oil and natural gas production increased to 200
barrels per day and 201 mcf per day, respectively, while plant products
decreased to 39 equivalent mcf per day during the first quarter of 1996,
compared to the 1995 level of 144 barrels, 163 mcf, and 45 equivalent mcf,
respectively, per day. During the first quarter of 1996, average sales
prices were $18.52 per barrel for crude oil, $2.48 per mcf for natural gas,
and $1.64 per equivalent mcf for plant products compared to $16.80, $1.48
and $1.59, respectively, for the same period in 1995.
Lease operating expense for the three months ended March 31, 1996
decreased by $52,082 or 57% compared to the corresponding period in 1995.
This decrease is partially due to a timing difference for right-of-way
charges on the McIlhenny wells in Louisiana, which will be settled in the
second quarter of 1996. Lease operating expenses also decreased due to the
plugging of one well in 1995, and various non-recurring location and
environmental charges incurred in 1995. Production tax expense for the
first quarter of 1996 increased by $26,905 or 98% compared to the same
period in 1995, which primarily related to the increases in crude oil and
natural gas sales. Marketing deductions were $3,621 for the three months
ended March 31, 1996 compared to $3,420 for the corresponding period in
1995. Depreciation, depletion and amortization expense increased by $4,604
or 16% in 1996 compared to the same period in 1995. This increase relates
to the increase in oil and gas sales, partially offset by an upward
revision in reserves assigned to the properties by independent reserve
engineers, effective January 1, 1996. General and administrative expenses
for the first quarter of 1996 decreased by $10,014 or 14% compared to the
same period in 1995. Interest expense decreased by $1,436 or 1% in 1996.
<PAGE>
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
None.
<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 15, 1996
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 20,939,959
<DEPRECIATION> 20,303,543
<TOTAL-ASSETS> 636,416
<CURRENT-LIABILITIES> 222,486
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (152,107)
<TOTAL-LIABILITY-AND-EQUITY> 636,416
<SALES> 388,467
<TOTAL-REVENUES> 388,467
<CGS> 0
<TOTAL-COSTS> 216,516
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,932
<INCOME-PRETAX> 171,951
<INCOME-TAX> 0
<INCOME-CONTINUING> 171,951
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 171,951
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
