EVERFLOW EASTERN PARTNERS LP
10-Q, 2000-05-15
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


      [X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                       OR

      [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
           FOR THE TRANSITION PERIOD FROM_____________ TO __________.

                         Commission File Number 0-19279


                         EVERFLOW EASTERN PARTNERS, L.P.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                     Delaware                                   34-1659910
       -----------------------------------                  ------------------
          (State or other jurisdiction of                    (I.R.S. Employer
          incorporation or organization)                    Identification No.)

               585 West Main Street
                   P.O. Box 629
                  Canfield, Ohio                                 44406
- -------------------------------------------------             ------------
     (Address of principal executive offices)                  (Zip Code)

        Registrant's telephone number, including area code: (330)533-2692



         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 [ ]

         There were 6,095,193 Units of limited partnership interest of the
Registrant as of May 12, 2000. The Units generally do not have any voting
rights, but, in certain circumstances, the Units are entitled to one vote per
Unit.

         Except as otherwise indicated, the information contained in this Report
is as of March 31, 2000.


<PAGE>   2




                         EVERFLOW EASTERN PARTNERS, L.P.

<TABLE>
<CAPTION>

                                      INDEX


           DESCRIPTION                                                         PAGE NO.
           -----------                                                         --------


<S>                                                                              <C>
Part I.   Financial Information

          Item 1.   Financial Statements

                    Consolidated Balance Sheets
                          March 31, 2000 and December 31, 1999                    F-1

                    Consolidated Statements of Income
                          Three Months Ended March 31, 2000 and 1999              F-3

                    Consolidated Statements of Partners' Equity
                          Three Months Ended March 31, 2000 and 1999              F-4

                    Consolidated Statements of Cash Flows
                          Three Months Ended March 31, 2000 and 1999              F-5

                    Notes to Unaudited Consolidated Financial Statements          F-6

          Item 2.   Management's Discussion and Analysis of Financial
                          Condition and Results of Operations                       3


Part II.  Other Information

          Item 6.   Exhibits and Reports on Form 8-K                                6

                    Signature                                                       7


</TABLE>




                                       2
<PAGE>   3


                         EVERFLOW EASTERN PARTNERS, L.P.

                           CONSOLIDATED BALANCE SHEETS

                      March 31, 2000 and December 31, 1999
                      ------------------------------------

<TABLE>
<CAPTION>


                                                                        March 31,                  December 31,
                                                                          2000                          1999
                                                                      (Unaudited)                    (Audited)
                                                                     -------------                -------------

           ASSETS
           ------

<S>                                                                  <C>                          <C>
CURRENT ASSETS
   Cash and equivalents                                              $   2,154,668                $   2,684,605
   Accounts receivable:
     Production                                                          1,648,048                    2,040,298
     Officers and employees                                                451,993                      526,030
     Joint venture partners                                                265,413                      474,355
   Short-term investments                                                4,052,071                    1,513,273
   Other                                                                    85,760                       88,991
                                                                     -------------                -------------
     Total current assets                                                8,657,953                    7,327,552

PROPERTY AND EQUIPMENT
   Proved properties (successful efforts
     accounting method)                                                110,897,353                  110,483,039
   Pipeline and support equipment                                          507,472                      507,472
   Corporate and other                                                   1,553,397                    1,545,233
                                                                     -------------                -------------
                                                                       112,958,222                  112,535,744

   Less accumulated depreciation, depletion,
     amortization and write down                                       (66,051,187)                 (64,521,335)
                                                                     -------------                -------------
                                                                        46,907,035                   48,014,409

OTHER ASSETS                                                                80,351                       81,025
                                                                     -------------                -------------

                                                                     $  55,645,339                $  55,422,986
                                                                     =============                =============
</TABLE>



            See notes to unaudited consolidated financial statements.

                                       F-1


<PAGE>   4


                         EVERFLOW EASTERN PARTNERS, L.P.

                           CONSOLIDATED BALANCE SHEETS

                      March 31, 2000 and December 31, 1999
                      ------------------------------------
<TABLE>
<CAPTION>



                                                                            March 31,               December 31,
                                                                              2000                     1999
                                                                          (Unaudited)                (Audited)
                                                                          -----------               -----------

LIABILITIES AND PARTNERS' EQUITY
- --------------------------------


<S>                                                                       <C>                       <C>
CURRENT LIABILITIES
   Current portion of long-term debt                                      $    55,502               $    54,493
   Accounts payable                                                         1,148,674                 1,202,605
   Accrued expenses                                                           193,388                   189,333
                                                                          -----------               -----------
       Total current liabilities                                            1,397,564                 1,446,431

LONG-TERM DEBT, NET OF CURRENT PORTION                                        623,474                   637,796

DEFERRED INCOME TAXES                                                          50,000                    50,000

COMMITMENTS AND CONTINGENCIES                                                    --                        --

LIMITED PARTNERS' EQUITY, SUBJECT TO
   REPURCHASE RIGHT
     Authorized - 8,000,000 Units
     Issued and outstanding - 6,095,193 Units                              52,990,958                52,708,525

GENERAL PARTNER'S EQUITY                                                      583,343                   580,234
                                                                          -----------               -----------
       Total partners' equity                                              53,574,301                53,288,759
                                                                          -----------               -----------

                                                                          $55,645,339               $55,422,986
                                                                          ===========               ===========
</TABLE>





            See notes to unaudited consolidated financial statements.


                                      F-2

<PAGE>   5


                         EVERFLOW EASTERN PARTNERS, L.P.

                        CONSOLIDATED STATEMENTS OF INCOME

                   Three Months Ended March 31, 2000 and 1999
                   ------------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                               2000                        1999
                                                            -----------                -----------

<S>                                                         <C>                        <C>
REVENUES
   Oil and gas sales                                        $ 4,451,767                $ 4,085,041
   Well management and operating                                132,368                    134,224
   Other                                                            696                        904
                                                            -----------                -----------
                                                              4,584,831                  4,220,169

DIRECT COST OF REVENUES
   Production costs                                             835,202                    592,797
   Well management and operating                                 33,544                     71,188
   Depreciation, depletion and amortization                   1,516,833                  1,485,808
   Abandonment and write down of
     oil and gas properties                                      75,000                     25,000
                                                            -----------                -----------
       Total direct cost of revenues                          2,460,579                  2,174,793

GENERAL AND ADMINISTRATIVE EXPENSE                              341,724                    591,596
                                                            -----------                -----------
       Total cost of revenues                                 2,802,303                  2,766,389
                                                            -----------                -----------

INCOME FROM OPERATIONS                                        1,782,528                  1,453,780

OTHER INCOME (EXPENSE)
   Interest income                                               57,733                     36,317
   Interest expense                                             (14,145)                   (46,469)
                                                            -----------                -----------
                                                                 43,588                    (10,152)
                                                            -----------                -----------

INCOME BEFORE INCOME TAXES                                    1,826,116                  1,443,628

PROVISION FOR INCOME TAXES
   Current                                                         --                         --
   Deferred                                                        --                         --
                                                            -----------                -----------
                                                                   --                         --
                                                            -----------                -----------

NET INCOME                                                  $ 1,826,116                $ 1,443,628
                                                            ===========                ===========

Allocation of Partnership Net Income
     Limited Partners                                         1,806,232                  1,428,104
     General Partner                                             19,884                     15,524
                                                            -----------                -----------
                                                            $ 1,826,116                $ 1,443,628
                                                            ===========                ===========

Net income per unit                                         $       .30                $       .23
                                                            ===========                ===========
</TABLE>

            See notes to unaudited consolidated financial statements.


                                      F-3

<PAGE>   6


                         EVERFLOW EASTERN PARTNERS, L.P.

                   CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY

                   Three Months Ended March 31, 2000 and 1999
                   ------------------------------------------
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                        2000                            1999
                                                    ------------                    ------------


<S>                                                 <C>                             <C>
PARTNERS' EQUITY - JANUARY 1                        $ 53,288,759                    $ 52,171,076

   Net income                                          1,826,116                       1,443,628

   Cash distributions                                 (1,540,574)                       (779,954)
                                                    ------------                    ------------

PARTNERS' EQUITY - MARCH 31                         $ 53,574,301                    $ 52,834,750
                                                    ============                    ============

</TABLE>










            See notes to unaudited consolidated financial statements.

                                      F-4

<PAGE>   7


                         EVERFLOW EASTERN PARTNERS, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three Months Ended March 31, 2000 and 1999
                   ------------------------------------------

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                           2000                      1999
                                                                        -----------              -----------
<S>                                                                     <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                           $ 1,826,116              $ 1,443,628
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation, depletion and amortization                           1,529,852                1,500,920
       Abandonment and write down of
         oil and gas properties                                              75,000                   25,000
       Changes in assets and liabilities:
         Accounts receivable                                                601,192                  495,398
         Short-term investments                                          (2,538,798)                 (29,092)
         Other current assets                                                 3,231                  (33,681)
         Other assets                                                           674                      674
         Accounts payable                                                   (53,931)                (359,586)
         Accrued expenses                                                     4,055                 (347,237)
                                                                        -----------              -----------
           Total adjustments                                               (378,725)               1,252,396
                                                                        -----------              -----------
              Net cash provided by operating activities                   1,447,391                2,696,024

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds received on receivables from officers and
     employees                                                              112,269                  212,554
   Advances disbursed to officers and employees                             (38,232)                 (50,433)
   Purchase of property and equipment                                      (497,478)              (1,804,981)
                                                                        -----------              -----------
              Net cash used by investing activities                        (423,441)              (1,642,860)

CASH FLOWS FROM FINANCING ACTIVITIES
   Distributions                                                         (1,540,574)                (779,954)
   Proceeds from issuance of debt, including
     revolver activity                                                         --                  1,000,000
   Payments on debt, including revolver activity                            (13,313)              (1,106,180)
                                                                        -----------              -----------
              Net cash used by financing activities                      (1,553,887)                (886,134)
                                                                        -----------              -----------

NET INCREASE (DECREASE) IN CASH AND
   EQUIVALENTS                                                             (529,937)                 167,030

CASH AND EQUIVALENTS AT BEGINNING
   OF YEAR                                                                2,684,605                  294,518
                                                                        -----------              -----------

CASH AND EQUIVALENTS AT END OF
   FIRST QUARTER                                                        $ 2,154,668              $   461,548
                                                                        ===========              ===========
Supplemental disclosures of cash flow information:
   Cash paid during the period for:
     Interest                                                           $    13,391              $    35,540
     Income taxes                                                              --                       --

</TABLE>





            See notes to unaudited consolidated financial statements.

                                   F-5

<PAGE>   8


                         EVERFLOW EASTERN PARTNERS, L.P.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1.           Organization and Summary of Significant Accounting Policies



                  A.       Interim Financial Statements - The interim
                           consolidated financial statements included herein
                           have been prepared by the management of Everflow
                           Eastern Partners, L.P., without audit. In the opinion
                           of management, all adjustments (which include only
                           normal recurring adjustments) necessary to present
                           fairly the financial position and results of
                           operations have been made.

                           Use of Estimates - 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.

                           Information and footnote disclosures normally
                           included in financial statements prepared in
                           accordance with generally accepted accounting
                           principles have been condensed or omitted. It is
                           suggested that these financial statements be read in
                           conjunction with the financial statements and notes
                           thereto which are incorporated in Everflow Eastern
                           Partners, L.P.'s report on Form 10-K filed with the
                           Securities and Exchange Commission on March 29, 2000.

                           The results of operations for the interim periods may
                           not necessarily be indicative of the results to be
                           expected for the full year.

                  B.       Organization - Everflow Eastern Partners, L.P.
                           ("Everflow") is a Delaware limited partnership which
                           was organized in September 1990 to engage in the
                           business of oil and gas exploration and development.
                           Everflow was formed to consolidate the business and
                           oil and gas properties of Everflow Eastern, Inc.
                           ("EEI") and Subsidiaries and the oil and gas
                           properties owned by certain limited partnership and
                           working interest programs managed or sponsored by EEI
                           ("EEI Programs" or "the Programs").





                                      F-6


<PAGE>   9



                         EVERFLOW EASTERN PARTNERS, L.P.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                   (CONTINUED)

Note 1.           Organization and Summary of Significant Accounting Policies
                  (Continued)

                  B.       Organization (Continued)

                           Everflow Management Limited, LLC, an Ohio limited
                           liability company, is the general partner of
                           Everflow. Everflow Management Limited, LLC is
                           authorized, in general, to perform all acts necessary
                           or desirable to carry out the purposes and conduct of
                           the business of Everflow. The members of Everflow
                           Management Limited, LLC are Everflow Management
                           Corporation ("EMC"), two individuals who are Officers
                           and Directors of EEI, and Sykes Associates, a limited
                           partnership controlled by Robert F. Sykes, the
                           Chairman of the Board of EEI. EMC is an Ohio
                           corporation formed in September 1990 and is the
                           managing member of Everflow Management Limited, LLC.

                  C.       Principles of Consolidation - The consolidated
                           financial statements include the accounts of
                           Everflow, EEI and EEI's wholly owned subsidiaries,
                           and investments in oil and gas drilling and income
                           partnerships (collectively, "the Company") which are
                           accounted for under the proportional consolidation
                           method. All significant accounts and transactions
                           between the consolidated entities have been
                           eliminated.

                  D.       Allocation of Income and Per Unit Data - Under the
                           terms of the limited partnership agreement,
                           initially, 99% of revenues and costs were allocated
                           to the Unitholders (the limited partners) and 1% of
                           revenues and costs were allocated to the General
                           Partner. Such allocation has changed and will change
                           in the future due to Unitholders electing to exercise
                           the Repurchase Right (see Note 4).

                           Earnings per limited partner Unit have been computed
                           based on the weighted average number of Units
                           outstanding, during the period for each period
                           presented. Average outstanding Units for earnings per
                           Unit calculations amounted to 6,095,193 and 6,172,537
                           for the three months ended March 31, 2000 and 1999,
                           respectively.

                  E.       New Accounting Standards - In June 1998, SFAS 133,
                           "Accounting for Derivative Instruments and Hedging
                           Activities," was issued. SFAS 133 establishes
                           accounting and reporting standards for derivative
                           instruments and hedging activities. SFAS 133, as
                           amended



                                       F-7

<PAGE>   10



                         EVERFLOW EASTERN PARTNERS, L.P.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                  (CONTINUED)

Note 1.           Organization and Summary of Significant Accounting Policies
                  (Continued)

                  E.       New Accounting Standards (Continued)

                           by SFAS 137, is effective for all fiscal quarters of
                           all fiscal years beginning after June 15, 2000. The
                           effect of adoption of the standard is expected to
                           have no material effect on the Company's financial
                           statements.

Note 2.           Short-Term Investments

                  Short-term investments consist of marketable corporate debt
                  securities which are classified as trading. The fair values of
                  the investments approximate cost.

Note 3.           Credit Facilities and Long-Term Debt

                  In May 1999, the Company entered into an agreement that
                  replaced its prior credit agreement. The agreement provides
                  for a revolving line of credit in the amount of $7,000,000,
                  all of which is available. The revolving line of credit
                  provides for interest payable quarterly at LIBOR plus 175
                  basis points with the principal due at maturity, May 31, 2001.
                  The Company anticipates renewing the facility every other year
                  to minimize debt origination, carrying and interest costs
                  associated with long-term bank commitments. Borrowings under
                  the facility are unsecured; however, the Company has agreed,
                  if requested by the bank, to execute any supplements to the
                  agreement including security and mortgage agreements on the
                  Company's assets. The agreement contains restrictive covenants
                  requiring the Company to maintain the following: (i) loan
                  balance not to exceed the borrowing base of $7,000,000; (ii)
                  tangible net worth of at least $40,000,000; and (iii) a total
                  debt to tangible net worth ratio of not more than 0.5 to 1.0.
                  In addition, there are restrictions on mergers, sales and
                  acquisitions, the incurrence of additional debt and the pledge
                  or mortgage of the Company's assets.

                  The Company purchased a building and funded its cost,
                  including improvements, in part, through mortgage notes. The
                  notes have an aggregate balance of $678,976 and $692,289 at
                  March 31, 2000 and December 31, 1999, respectively, and at
                  March 31, 2000 bear interest at fixed (converting in certain
                  subsequent years to variable) rates ranging from 6.51% - 8.41%
                  and a weighted average rate of 7.34%. The notes at March 31,
                  2000 require aggregate payments of principal and interest of
                  $8,637 per month.


                                      F-8


<PAGE>   11



                         EVERFLOW EASTERN PARTNERS, L.P.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                   (CONTINUED)

Note 3.           Credit Facilities and Long-Term Debt (Continued)

                  The Company is exposed to market risk from changes in interest
                  rates since it, at times, funds its operations through
                  long-term and short-term borrowings. The Company's primary
                  interest rate risk exposure results from floating rate debt
                  with respect to the Company's revolving credit.

Note 4.           Partners' Equity

                  Units represent limited partnership interests in Everflow. The
                  Units are transferable subject only to the approval of any
                  transfer by Everflow Management Limited, LLC and to the laws
                  governing the transfer of securities. The Units are not listed
                  for trading on any securities exchange nor are they quoted in
                  the automated quotation system of a registered securities
                  association. However, Unitholders have an opportunity to
                  require Everflow to repurchase their Units pursuant to the
                  Repurchase Right.

                  Under the terms of the limited partnership agreement,
                  initially, 99% of revenues and costs are allocated to the
                  Unitholders (the limited partners) and 1% of revenues and
                  costs are allocated to the General Partner. Such allocation
                  has changed and will change in the future due to Unitholders
                  electing to exercise the Repurchase Right.

                  The partnership agreement provides that Everflow will
                  repurchase for cash up to 10% of the then outstanding Units,
                  to the extent Unitholders offer Units to Everflow for
                  repurchase pursuant to the Repurchase Right. The Repurchase
                  Right entitles any Unitholder, between May 1 and June 30 of
                  each year, to notify Everflow that he elects to exercise the
                  Repurchase Right and have Everflow acquire certain or all of
                  his Units. The price to be paid for any such Units is
                  calculated based upon the audited financial statements of the
                  Company as of December 31 of the year prior to the year in
                  which the Repurchase Right is to be effective and
                  independently prepared reserve reports. The price per Unit
                  equals 66% of the adjusted book value of the Company allocable
                  to the Units, divided by the number of Units outstanding at
                  the beginning of the year in which the applicable Repurchase
                  Right is to be effective less all Interim Cash Distributions
                  received by a Unitholder. The adjusted book value is
                  calculated by adding partners' equity, the Standardized
                  Measure of Discounted Future Net Cash Flows and the tax effect
                  included in the Standardized Measure and subtracting from that
                  sum the carrying value of oil and gas properties (net of
                  undeveloped lease costs). If



                                      F-9


<PAGE>   12


                         EVERFLOW EASTERN PARTNERS, L.P.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                   (CONTINUED)

Note 4.           Partners' Equity (Continued)

                  more than 10% of the then outstanding Units are tendered
                  during any period during which the Repurchase Right is to be
                  effective, the Investors' Units tendered shall be prorated for
                  purposes of calculating the actual number of Units to be
                  acquired during any such period. The price associated with the
                  Repurchase Right, based upon the December 31, 1999
                  calculation, is $6.11 per Unit, net of the distributions
                  ($.625 per Unit in total) made in January and April 2000.

                  Units repurchased pursuant to the Repurchase Right for each of
                  the last five years are as follows:

<TABLE>
<CAPTION>

                             Calculated                                                               Units
                             Price for                     Less                         # of       Out-standing
                             Repurchase   Premium        Interim          Net          Units        Following
                    Year       Right      Offered    Distributions   Price Paid    Repurchased     Repurchase
                    ----     ----------   -------    -------------   ----------    -----------     ----------

                    <S>        <C>         <C>           <C>           <C>           <C>           <C>
                    1995        $4.72       $.28         $.375         $4.625         81,522       6,433,044
                    1996        $4.48       $.27         $.250         $4.500         53,103       6,379,941
                    1997        $5.46       $ -          $.250         $5.210        172,290       6,207,651
                    1998        $5.24       $ -          $.250         $4.990         35,114       6,172,537
                    1999        $6.16       $ -          $.375         $5.790         77,344       6,095,193
</TABLE>

Note 5.           Commitments and Contingencies

                  Everflow paid a quarterly dividend in April 2000 of $.375 per
                  Unit to Unitholders of record on March 31, 2000. The
                  distribution amounted to approximately $2,310,000.

                  EEI is the general partner in certain oil and gas
                  partnerships. As general partner, EEI shares in unlimited
                  liability to third parties with respect to the operations of
                  the partnerships and may be liable to limited partners for
                  losses attributable to breach of fiduciary obligations.

                  The Company operates exclusively in the United States, almost
                  entirely in Ohio and Pennsylvania, in the exploration,
                  development and production of oil and gas.

                  The Company operates in an environment with many financial
                  risks, including, but not limited to, the ability to acquire
                  additional economically recoverable oil and gas reserves, the
                  inherent risks of the search for,


                                                   F-10


<PAGE>   13



                         EVERFLOW EASTERN PARTNERS, L.P.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                   (CONTINUED)

Note 5.           Commitments and Contingencies (Continued)

                  development of and production of oil and gas, the ability to
                  sell oil and gas at prices which will provide attractive rates
                  of return, the volatility and seasonality of oil and gas
                  production and prices, and the highly competitive nature of
                  the industry and worldwide economic conditions. The Company's
                  ability to expand its reserve base and diversify its
                  operations is also dependent upon the Company's ability to
                  obtain the necessary capital through operating cash flow,
                  additional borrowings or additional equity funds. Various
                  federal, state and governmental agencies are considering, and
                  some have adopted, laws and regulations regarding
                  environmental protection which could adversely affect the
                  proposed business activities of the Company. The Company
                  cannot predict what effect, if any, current and future
                  regulations may have on the operations of the Company.









                                      F-11

<PAGE>   14


                          Part I: Financial Information


Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES

         The following table summarizes the Company's financial position at
March 31, 2000 and December 31, 1999:
<TABLE>
<CAPTION>

                                                       March 31, 2000             December 31, 1999
                                                   --------------------          --------------------

         (Amounts in Thousands)                    Amount          %              Amount          %
                                                   ------         ---             ------         ---

<S>                                                <C>          <C>              <C>           <C>
Working capital                                    $ 7,260           13%         $ 5,881            11%
Property and equipment (net)                        46,907           87           48,015            89
Other                                                   80           --               81            --
                                                   -------      -------          -------       -------
    Total                                          $54,247          100%         $53,977           100%
                                                   =======      =======          =======       =======

Long-term debt                                     $   623            1%             638             1%
Deferred income taxes                                   50           --               50            --
Partners' equity                                    53,574           99           53,289            99
                                                   -------      -------          -------       -------
    Total                                          $54,247          100%         $53,977           100%
                                                   =======      =======          =======       =======
</TABLE>

         Working capital surplus of $7.3 million as of March 31, 2000
represented an increase of $1.4 million from December 31, 1999 due primarily to
an increase in short-term investments. The increase was partially offset by a
reduction in accounts receivable.

         In May 1999, the Company modified its revolving credit facility. The
facility provides for a revolving line of credit in the amount of $7.0 million,
all of which is available. The revolving line of credit provides for interest
payable quarterly at LIBOR plus 175 basis points with principal due at maturity,
May 31, 2001. The Company anticipates renewing the facility every other year to
minimize debt origination, carrying and interest costs associated with long-term
bank commitments. Management of the Company believes this revolving credit
facility is sufficient to allow the Company to continue to fund the development
of oil and gas properties, repurchase Units pursuant to the Repurchase Right and
make quarterly Cash Distributions.

         The Company's cash flow from operations before the change in working
capital increased $461 thousand, or 16%, during the three months ended March 31,
2000 as compared to the same period in 1999. Changes in working capital other
than cash and cash equivalents decreased cash by $2.0 million during the three
months ended March 31, 2000. The increase in short-term investments of $2.5
million at March 31, 2000 compared to



                                       3
<PAGE>   15

December 31, 1999 is primarily the result of higher investments in marketable
corporate debt securities at March 31, 2000.

         Cash flows provided by operating activities was $1.4 million for the
three months ended March 31, 2000. Cash was primarily used to purchase property
and equipment and pay a quarterly distribution.

         Borrowings for operations may be required during the summer months due
to the seasonal nature of the gas purchase agreements with The East Ohio Gas
Company entered into beginning in 1991. Seasonal price reductions and production
restrictions during the summer months reduce operating revenues and consequently
cash flows from operations during such periods.

         In the fall of 1999, the Company received a decrease in the price
received for natural gas pursuant to the pricing adjustments contained in the
Company's Intermediate Term Adjustable Price Gas Purchase Agreements with The
East Ohio Gas Company. The Company anticipates these pricing adjustments should
decrease cash flow from gas production during 2000, assuming similar production
levels. Recent oil prices have increased and will increase the Company's cash
flows from oil production should pricing remain at such levels.

         Management of the Company has explored the possible sale of the
Company. Although management may, from time to time, continue to engage in
discussions concerning a potential sale, management does not intend to pursue
actively a sale of the Company at the present time. Management will continue to
evaluate this and other alternatives in attempting to maximize Unitholder value.







                                       4
<PAGE>   16



RESULTS OF OPERATIONS

         The following table and discussion is a review of the results of
operations of the Company for the three months ended March 31, 2000 and 1999.
All items in the table are calculated as a percentage of total revenues. This
table should be read in conjunction with the discussions of each item below:
<TABLE>
<CAPTION>

                                                                     Three Months
                                                                    Ended March 31,
                                                                ----------------------
                                                                2000              1999
                                                                ----              ----

        <S>                                                    <C>             <C>
         Revenues:
              Oil and gas sales                                   97%              97%
              Well management and operating                        3                3
                                                               -----             ----
                  Total Revenues                                 100              100
         Expenses:
              Production costs                                    18               14
              Well management and operating                        1                2
              Depreciation, depletion and amortization            33               35
              Abandonment and write down of
                  oil and gas properties                           2                1
              General and administrative                           7               14
              Other                                               (1)               -
                                                                ----             ----
                  Total Expenses                                  60               66
                                                               -----             ----
         Net income                                               40%              34%
                                                               =====             ====
</TABLE>

         Revenues for the three months ended March 31, 2000 increased $365
thousand, or 9%, compared to the same period in 1999. This increase was due to
an increase in oil and gas sales during the first three months of 2000, as
compared to the same period in 1999.

         Oil and gas sales increased $367 thousand, or 9%, during the three
months ended March 31, 2000 compared to the same period in 1999. Higher gas
production volumes and oil prices during the first quarter of 2000 were
responsible for this increase compared to this same period in 1999.

         Production costs increased $242 thousand, or 41%, during the three
months ended March 31, 2000 compared to the same period in 1999. Additional
producing properties, production volumes and increased costs were responsible
for this increase between 1999 and 2000.

         Well management and operating costs decreased $38 thousand, or 53%,
during the three months ended March 31, 2000 compared to the same period in
1999. Purchased oil and





                                       5


<PAGE>   17
gas property interests from investors in Company operated properties was
primarily responsible for this decrease in 2000.

         Depreciation, depletion and amortization increased $31 thousand, or 2%,
during the three months ended March 31, 2000 compared to the same period in
1999. The increase in depreciation, depletion and amortization is the result of
increased production from producing oil and gas properties.

         General and administrative expenses decreased $250 thousand, or 42%,
during the first quarter of 2000 compared to the first quarter of 1999. The
primary reason for this decrease is due to reduced personnel costs resulting
from the Company's decision to decrease its level of activity in the development
of oil and gas properties. This decrease was also the result of higher
professional fees and associated costs involved with exploring the possible sale
of the Company during the first quarter of 1999.

         The Company reported net income of $1.8 million, an increase of $382
thousand, or 26%, during the three months ended March 31, 2000 compared to the
same period in 1999. The increase in oil and gas sales was primarily responsible
for this increase in net income. Although production costs increased
significantly, lower general and administrative expense more than offset the
increase. Net income represented 40% and 34% of total revenue during the three
months ended March 31, 2000 and 1999, respectively.

         Except for historical financial information contained in this Form
10-Q, the statements made in this report are forward-looking statements. Factors
that may cause actual results to differ materially from those in the forward
looking statement include price adjustments pursuant to the Company's
Intermediate Term Adjustable Price Gas Purchase Agreements with The East Ohio
Gas Company, price fluctuations in the natural gas and crude oil markets in the
Appalachian Basin, the weather in the Northeast Ohio area, the number of Units
tendered pursuant to the Repurchase Right and the ability to locate economically
productive oil and gas prospects for development by the Company.




                           Part II. Other Information


Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                           None

                  (b)      No reports on Form 8-K were filed with the Commission
                           during the Company's first quarter.









                                       6
<PAGE>   18



                                    SIGNATURE



         Pursuant to the requirement 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.

                               EVERFLOW EASTERN PARTNERS, L.P.

                               By:  EVERFLOW MANAGEMENT LIMITED, LLC
                                    General Partner

                               By:  EVERFLOW MANAGEMENT CORPORATION
                                    Managing Member


May 12, 2000                   By:  /s/William A. Siskovic
                                  ------------------------
                                    William A. Siskovic
                                    Vice President and Principal Financial and
                                    Accounting Officer
                                    (Duly Authorized Officer)









                                       7

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANTS FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31,
2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                       2,154,668
<SECURITIES>                                 4,052,071
<RECEIVABLES>                                2,365,454
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             8,657,953
<PP&E>                                     112,958,222
<DEPRECIATION>                              66,051,187
<TOTAL-ASSETS>                              55,645,339
<CURRENT-LIABILITIES>                        1,397,564
<BONDS>                                        678,976
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  53,574,301
<TOTAL-LIABILITY-AND-EQUITY>                55,645,339
<SALES>                                      4,451,767
<TOTAL-REVENUES>                             4,584,831
<CGS>                                          835,202
<TOTAL-COSTS>                                2,460,579
<OTHER-EXPENSES>                               341,724
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              14,145
<INCOME-PRETAX>                              1,826,116
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,826,116
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,826,116
<EPS-BASIC>                                       0.30
<EPS-DILUTED>                                     0.30


</TABLE>


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