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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
MARK ONE
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
|_| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 2-89194
MAY DRILLING PARTNERSHIP 1984-3
MAY LIMITED PARTNERSHIP 1984-3
(Exact name of registrant as specified in its charter)
75-1994687
Texas 75-1994682
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4582 South Ulster Street Parkway
Suite 1700
Denver, Colorado 80237
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 850-7373
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.
Yes |X| No |_|
Page 1 of 9
<PAGE>
<TABLE>
<CAPTION>
MAY DRILLING PARTNERSHIP 1984-3
BALANCE SHEETS
(Unaudited)
(In thousands)
March 31, December 31,
1997 1996
ASSETS
Investment in
<S> <C> <C>
May Limited Partnership 1984-3 $476 $482
=== ===
PARTNERS' CAPITAL
Partners' Capital $476 $482
=== ===
<FN>
NOTE: The statements of operations and cash flows for May Drilling
Partnership 1984-3 are not presented because such information is equal
to the limited partner's share of such activity as presented in the May
Limited Partnership 1984-3 financial statements. The May Drilling
Partnership carries its investment in May Limited Partnership 1984-3 on
the equity method. The May Limited Partnership 1984-3 financial
statements should be read in conjunction with these balance sheets.
</FN>
<FN>
The accompanying note is an integral part
of the financial statements.
</FN>
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
MAY LIMITED PARTNERSHIP 1984-3
BALANCE SHEETS
(Unaudited)
(In thousands)
March 31, December 31,
1997 1996
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 452 $ 390
Accrued oil and gas sales 235 367
Due from affiliate 194 132
Contributions receivable from general partner 36
--------- --------
Total 881 925
------ -------
OIL AND GAS PROPERTIES, using the
full cost method of accounting 7,641 7,641
Less accumulated depletion (7,641) (7,641)
----- ------
Net oil and gas properties - -
---------- -----------
TOTAL ASSETS $ 881 $ 925
======= =======
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 10 $ 12
-------- --------
Total 10 12
-------- --------
PARTNERS' CAPITAL
General partner 395 431
Limited partner 476 482
------ -------
Total 871 913
------ -------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 881 $ 925
====== =======
<FN>
The accompanying note is an integral part
of the financial statements.
</FN>
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
MAY LIMITED PARTNERSHIP 1984-3
STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except for unit information)
For the Three Months Ended March 31,
1997 1996
REVENUES
<S> <C> <C>
Oil revenue $ 180 $ 224
Gas revenue 291 494
Interest income 4 4
--------- ---------
Total 475 722
------- -------
COSTS AND EXPENSES
Lease operating 14 10
Production taxes 30 41
General and administrative 8 9
Professional services and other 5 3
--------- ---------
Total 57 63
-------- --------
NET INCOME $ 418 $ 659
======= =======
ALLOCATION OF NET INCOME:
General Partner $ 144 $ 221
======= =======
Limited Partner $ 274 $ 438
======= =======
Per initial $1,000 limited partner investment $ 41.52 $ 66.37
====== ======
Weighted average initial $1,000 limited partner
investment units outstanding 6,599 6,599
====== ======
<FN>
The accompanying note is an integral part
of the financial statements.
</FN>
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
MAY LIMITED PARTNERSHIP 1984-3
STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Three Months Ended March 31,
1997 1996
OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 418 $ 659
------ ------
Cash from operations before
working capital changes 418 659
Changes in assets and liabilities provided (used) cash:
Accrued oil and gas sales 132 (113)
Due from affiliate (62) (178)
Accounts payable and accrued liabilities (2)
---------
Net cash provided by operating activities 486 368
------- ------
FINANCING ACTIVITIES:
Distributions to partners (460) (291)
Contributions from general partner 36 30
-------- --------
Net cash used in financing activities (424) (261)
----- ------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 62 107
CASH AND CASH EQUIVALENTS:
Balance, beginning of period 390 273
------ ------
Balance, end of period $ 452 $ 380
====== ======
<FN>
The accompanying note is an integral part
of the financial statements.
</FN>
</TABLE>
-5-
<PAGE>
MAY LIMITED PARTNERSHIP 1984-3
NOTE TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - GENERAL
The financial statements presented are those of May Limited Partnership 1984-3
(the "Partnership"). The interim financial data are unaudited; however, in the
opinion of the general partner, the interim data include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the results for the interim periods. These financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Partnership's December 31, 1996 Annual Report on Form 10-K.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATION
--------------------
Liquidity and Capital Resources
Cash provided by operating activities totaled $486,000 for the three months
ended March 31, 1997, and $424,000 was distributed to partners. A distribution
was declared in April 1997. The distribution amount is $548,000, payable
$362,000 to May Drilling Partnership 1984-3 partners and $186,000 to the general
partner. Future distributions are dependent on future prices for the
Partnership's production and the production level of the Partnership's remaining
oil and gas reserves.
Results of Operations
First Quarter 1997 Compared to First Quarter 1996
Oil Revenues
Oil revenue decreased $44,000 during the first quarter 1997 as compared to the
corresponding period in 1996 as the result of a decrease in production partially
offset by an increase in the average oil price. Oil production decreased 32% on
the Freddie Aker #1 due to a decrease in the state allowable production limits
as well as normal production declines. The average oil price increased from
$19.15 per barrel in 1996 to $22.68 per barrel in 1997.
Gas Revenue
Gas revenue decreased $203,000 for the first quarter of 1997 as compared to the
corresponding period in 1996 due to a decrease in the average gas price,
combined with a decrease in production. The average gas price decreased from
$3.70 per mcf in 1996 to $3.45 per mcf in 1997. Gas production decreased 37% on
the Freddie Aker #1 due to a decrease in the state allowable production limits
as well as normal production declines.
Lease Operating
Lease operating expense increased $4,000 during the first quarter of 1997 as
compared to the corresponding period in 1996 due to an increase in maintenance
costs on the Freddie Aker #1.
Production Taxes
Production taxes decreased $11,000 during the first quarter of 1997 as compared
to the corresponding period in 1996 due a decrease in oil and gas revenue
previously discussed.
-6-
<PAGE>
General and Administrative
General and administrative expense decreased $1,000 during the first quarter of
1997 as compared with the first quarter of 1996 due to a decrease in allocated
overhead from the general partner.
Professional Services and Other
Professional services and other expense increased $2,000 during the first
quarter of 1997 as compared with the first quarter of 1996 primarily due to the
timing of these expenses.
-7-
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
Reference is made to Item 8 - Note 4 of Form 10-K for the year
ended December 31, 1996.
ITEM 2 - CHANGES IN SECURITIES
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
None.
-8-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnerships have duly caused this report to be signed on their behalf by the
undersigned, thereunto duly authorized.
MAY DRILLING PARTNERSHIP 1984-3
MAY LIMITED PARTNERSHIP 1984-3
By: EDP OPERATING, LTD.,
General Partner
By: HEPGP Ltd.,
General Partner
By: HALLWOOD G. P., INC.,
General Partner
Date: April 30, 1997 By: /s/Robert S. Pfeiffer
----------------------------- --------------------------
Robert S. Pfeiffer, Vice President
(Principal Accounting Officer)
-9-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Form 10-Q
for the quarter ended March 31, 1997 for May Limited Partnership 1984-3and is
qualified in its entirety by reference to such Form 10-Q.
</LEGEND>
<CIK> 0000765946
<NAME> May Limited Partnership 1984-3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Mar-31-1997
<CASH> 452
<SECURITIES> 0
<RECEIVABLES> 429
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 881
<PP&E> 7,641
<DEPRECIATION> 7,641
<TOTAL-ASSETS> 881
<CURRENT-LIABILITIES> 10
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 871
<TOTAL-LIABILITY-AND-EQUITY> 881
<SALES> 471
<TOTAL-REVENUES> 475
<CGS> 0
<TOTAL-COSTS> 57
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 418
<INCOME-TAX> 0
<INCOME-CONTINUING> 418
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 418
<EPS-PRIMARY> 41.52
<EPS-DILUTED> 41.52
</TABLE>
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