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 September 30, 1998
[ ] 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 11
<PAGE>
<TABLE>
<CAPTION>
MAY DRILLING PARTNERSHIP 1984-3
BALANCE SHEETS
(Unaudited)
(In thousands)
September 30, December 31,
1998 1997
ASSETS
<S> <C> <C>
Investment in May Limited Partnership 1984-3 $ 100 $ 340
==== ====
PARTNERS' CAPITAL
Partners' Capital $ 100 $ 340
==== ====
<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>
<PAGE>
<TABLE>
<CAPTION>
MAY LIMITED PARTNERSHIP 1984-3
BALANCE SHEETS
(Unaudited)
(In thousands)
September 30, December 31,
1998 1997
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 182 $ 313
Accrued oil and gas sales 77 221
Due from affiliate 49 123
Contributions receivable from general partner 39
--------- -------
Total 308 696
------ ------
OIL AND GAS PROPERTIES, using the
full cost method of accounting 7,724 7,724
Less accumulated depletion (7,704) (7,689)
----- -----
Net oil and gas properties 20 35
------- -------
TOTAL ASSETS $ 328 $ 731
====== ======
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 9 $ 14
------- -------
PARTNERS' CAPITAL
General partner 219 377
Limited partner 100 340
------ ------
Total 319 717
------ ------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 328 $ 731
====== ======
<FN>
The accompanying note is an integral part of the financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MAY LIMITED PARTNERSHIP 1984-3
STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except for unit information)
For the Three Months Ended September 30,
1998 1997
REVENUES
<S> <C> <C>
Gas revenue $ 94 $ 211
Oil revenue 48 143
Interest 3 4
-------- --------
Total 145 358
------ ------
COSTS AND EXPENSES
Lease operating 8 11
Production taxes 11 24
General and administrative 7 7
Depletion 5 21
Professional services and other 2 2
-------- --------
Total 33 65
------- -------
NET INCOME $ 112 $ 293
====== ======
ALLOCATION OF NET INCOME:
General Partner $ 39 $ 103
======= ======
Limited Partner $ 73 $ 190
======= ======
Per initial $1,000 limited partner
investment $11.06 $28.79
===== =====
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>
<PAGE>
<TABLE>
<CAPTION>
MAY LIMITED PARTNERSHIP 1984-3
STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except for unit information)
For the Nine Months Ended September 30,
1998 1997
REVENUES
<S> <C> <C>
Gas revenue $ 356 $ 663
Oil revenue 176 436
Interest 11 14
Other 10
---------- --------
Total 543 1,123
------ -----
COSTS AND EXPENSES
Lease operating 27 39
Production taxes 39 74
General and administrative 22 22
Depletion 15 37
Professional services and other 10 10
------- -------
Total 113 182
------ ------
NET INCOME $ 430 $ 941
====== ======
ALLOCATION OF NET INCOME:
General Partner $ 149 $ 328
====== ======
Limited Partner $ 281 $ 613
====== ======
Per initial $1,000 limited partner
investment $42.58 $92.89
===== =====
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>
<PAGE>
<TABLE>
<CAPTION>
MAY LIMITED PARTNERSHIP 1984-3
STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Nine Months Ended September 30,
1998 1997
OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 430 $ 941
Adjustment to reconcile net income to net
cash provided by operating activities:
Depletion 15 37
Changes in assets and liabilities provided (used) cash:
Accrued oil and gas sales 144 143
Due from affiliate 74 26
Contributions receivable from general partner 36
Accounts payable and accrued liabilities (5) (2)
--------- ---------
Net cash provided by operating activities 658 1,181
------- ------
INVESTING ACTIVITIES
Additions to oil and gas properties (82)
----------- -------
FINANCING ACTIVITIES:
Distributions to partners (828) (1,206)
Contributions from general partner 39
---------
Net cash used in financing activities (789) (1,206)
------- ------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (131) (107)
CASH AND CASH EQUIVALENTS:
Balance, beginning of period 313 390
------- -------
Balance, end of period $ 182 $ 283
======= =======
<FN>
The accompanying note is an integral part of the financial statements.
</FN>
</TABLE>
<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, 1997 Annual Report on Form 10-K.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
Cash provided by operating activities totaled $658,000 for the nine months ended
September 30, 1998, and $828,000 was distributed to partners. A distribution
payable to partners of record as of September 30, 1998 was declared in October
1998. The distribution amount is $132,000, payable $87,252 to May Drilling
Partnership 1984-3 partners and $44,748 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.
Year 2000 Update
General. The Year 2000 problem has arisen because many existing computer
programs use only the last two digits to refer to a year. Therefore, these
computer programs do not properly recognize and process date sensitive
information beyond 1999. In general, there are two areas where Year 2000
problems may exist for the Partnership: information technology such as
computers, programs and related systems ("IT") and non-information technology
systems such as embedded technology on a silicon chip ("Non IT").
The Plan. The Partnership's Year 2000 Plan (the "Plan") has four phases: (i)
assessment, (ii) inventory, (iii) remediation, testing and implementation and
(iv) contingency plans. Approximately twelve months ago, the Partnership began
its phase one assessment of its particular exposure to problems that might arise
as a result of the new millennium. The assessment phase has been substantially
completed and has identified the Partnership IT systems that must be updated or
replaced in order to be Year 2000 compliant. In particular, the software used by
the Partnership for reservoir engineering must be updated or replaced. The
inventory phase of the Plan is currently underway and is expected to be
completed by December 31, 1998. Remediation, testing and implementation are
scheduled to be completed by June 30, 1999, and the contingency plans phase of
the Plan is scheduled to be completed by September 30, 1999.
To date, the Partnership has determined that its IT systems are either compliant
or can be made compliant without material cost. However, the effects of the Year
2000 problem on IT systems are exacerbated because of the interdependence of
computer systems in the United States. The Partnership's assessment of the
readiness of third parties whose IT systems might have an impact on the
Partnership's business has thus far not indicated any material problems; the
process of inquiring of third parties and reviewing their responses is underway
but is not complete.
With regard to the Partnership's Non IT systems, the Partnership believes that
most of these systems can be brought into compliance on schedule. The
Partnership's assessment of third party readiness is not yet completed. Because
Non IT systems are embedded chips, it is difficult to determine with complete
accuracy where all such systems are located. As part of its Plan, the
Partnership is making formal and informal inquiries of its vendors, customers
and transporters in an effort to determine the third party systems that might
have embedded technology requiring remediation. Estimated Costs. Although it is
difficult to estimate the total costs of implementing the Plan through January
1, 2000 and beyond, the Partnership's preliminary estimate is that such costs
will not be material. However, although management believes that its estimates
are reasonable, there can be no assurance, for the reasons stated in the next
paragraph, that the actual cost of implementing the Plan will not differ
materially from the estimated costs.
Potential Risks. The failure to correct a material Year 2000 problem could
result in an interruption in, or a failure of, certain normal business
activities or operations. This risk exists both as to the Partnership's IT and
Non IT systems, as well as to the systems of third parties. Such failures could
materially and adversely affect the Partnership's results of operations, cash
flow and financial condition. Due to the general uncertainty inherent in the
Year 2000 problem, resulting in part from the uncertainty of the Year 2000
readiness of third party suppliers, vendors and transporters, the Partnership is
unable to determine at this time whether the consequences of Year 2000 failures
will have a material impact on the Partnership's results of operations, cash
flow or financial condition. Although the Partnership is not currently able to
determine the consequences of Year 2000 failures, its current assessment is that
its area of greatest potential risk is in connection with the transporting and
marketing of the oil and gas produced by the Partnership. The Partnership is
contacting the various purchasers and pipelines with which it regularly does
business to determine their state of readiness for the Year 2000. The
Partnership's Year 2000 Plan is expected to significantly reduce the
Partnership's level of uncertainty about the compliance and readiness of these
material third parties. The evaluation of third party readiness will be followed
by the Partnership's development of contingency plans.
Results of Operations
Third Quarter 1998 Compared to Third Quarter 1997
Gas Revenue
Gas revenue decreased $117,000 during the third quarter of 1998 compared to the
third quarter of 1997 due to a decrease in production and a decrease in the
average gas price. Gas production decreased 47% due to increased rates of water
production on the Freddie Aker #1 well in Louisiana. The average gas price
decreased from $2.71 per mcf in 1997 to $2.27 per mcf in 1998.
Oil Revenue
Oil revenue decreased $95,000 in the third quarter of 1998 compared to the third
quarter of 1997 as a result of a decrease in production and a decrease in the
average oil price. Oil production decreased 47% on the Freddie Aker #1 due to
increased rates of water production on the well. The average oil price decreased
from $19.24 per barrel in 1997 to $12.21 per barrel in 1998.
Interest
Interest income decreased $1,000 during the third quarter of 1998 compared to
the third quarter of 1997 due to a lower average cash balance during 1998.
Lease Operating
Lease operating expense decreased $3,000 during the third quarter of 1998
compared to the third quarter of 1997 due to decreased maintenance activity on
the Freddie Aker #1 well.
Production Taxes
Production taxes decreased $13,000 during the third quarter of 1998 compared to
the third quarter of 1997 due to decreased production previously discussed.
Depletion
Depletion expense decreased $16,000 during the third quarter of 1998 compared to
the third quarter of 1997 due to a lower depletion rate caused by the decrease
in production previously discussed.
Nine Months Ended September 30, 1998 Compared to the Nine Months Ended
September 30, 1997
The comparisons for the nine months ended September 30, 1998 and the nine months
ended September 30, 1997 are consistent with those discussed in the third
quarter 1998 compared to the third quarter of 1997 except for the following:
Gas Revenue
Gas revenue decreased $307,000 during the first nine months of 1998 as compared
to the corresponding period in 1997 due to a decrease in production combined
with a decrease in price. Gas production decreased 38% due to increased rates of
water production on the Freddie Aker #1 well. The average gas price decreased
from $2.92 per mcf in 1997 to $2.52 per mcf in 1998.
Oil Revenue
Oil revenue decreased $260,000 during the first nine months of 1998 compared to
the corresponding period in 1997 due to a decrease in production, and a decrease
in the average oil price. The average oil price decreased from $20.56 per barrel
in 1997 to $13.46 per barrel in 1998. Oil production decreased 38% due to
increased rates of water production on the Freddie Aker #1 well.
Other
Other income during 1997 is comprised of insurance proceeds which reimbursed a
portion of expense incurred in a prior period to settle certain litigation.
<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, 1997.
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.
<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: November 9, 1998 By: /s/Thomas J. Jung
Thomas J. Jung, Vice President
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Form 10-Q
for the quarter ended September 30, 1998 for May Limited Partnership 1984-3 and
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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 182
<SECURITIES> 0
<RECEIVABLES> 126
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 308
<PP&E> 7,724
<DEPRECIATION> 7,704
<TOTAL-ASSETS> 328
<CURRENT-LIABILITIES> 9
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 319
<TOTAL-LIABILITY-AND-EQUITY> 328
<SALES> 532
<TOTAL-REVENUES> 543
<CGS> 0
<TOTAL-COSTS> 113
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 430
<INCOME-TAX> 0
<INCOME-CONTINUING> 430
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 430
<EPS-PRIMARY> 42.58
<EPS-DILUTED> 42.58
</TABLE>
