Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

☒    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

 

For the quarterly period ended SeptemberJune 30, 20182019

 

OR

 

Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

☐    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

 incorporation or organization)

 

(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          

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes    X         No _____

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer          Accelerated filer
Non-accelerated filerSmaller reporting companyX
Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ______

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes          No       

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

There were 5,549,3555,492,967 Units of limited partnership interest of the registrant as of November 9, 2018.August 10, 2019. 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 SeptemberJune 30, 2018.2019.

 

 

 

 

EVERFLOW EASTERN PARTNERS, L.P.

 

INDEX

 

 

 

DESCRIPTION

PAGE NO.

    
    

Part I.

Financial Information

 
    

Item 1.

Financial Statements

 
    
  

Consolidated Balance Sheets SeptemberJune 30, 20182019 and December 31, 20172018

F-1

    
  

Consolidated Statements of Operations Three and NineSix Months Ended SeptemberJune 30, 20182019 and 20172018

F-3

    
  

Consolidated Statements of Partners’ Equity NineSix Months Ended SeptemberJune 30, 20182019 and 20172018

F-4

    
  

Consolidated Statements of Cash Flows NineSix Months Ended SeptemberJune 30, 20182019 and 20172018

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
   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

7

5

    

Item 4.

Controls and Procedures

7

5

    

Part II.

Other Information

 
    

Item 6.

Exhibits

8

6

    

 

Signature

9

7

 

2

 

 

Part I:  Financial Information

Part I:  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED BALANCE SHEETS

June 30, 2019 and December 31, 2018

 

EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED BALANCE SHEETS

September 30, 2018 and December 31, 2017

  

June 30,

  

December 31,

 
  

2019

  

2018

 
  

(Unaudited)

  

(Audited)

 

ASSETS

        
         

CURRENT ASSETS

        

Cash and equivalents

 $13,524,933  $12,566,868 

Investments

  17,379,591   17,064,136 

Production accounts receivable

  1,284,063   1,661,669 

Other

  8,150   64,681 

Total current assets

  32,196,737   31,357,354 
         

PROPERTY AND EQUIPMENT

        

Proved properties (successful efforts accounting method)

  174,919,377   175,062,777 

Pipeline and support equipment

  786,011   762,440 

Corporate and other

  2,090,250   2,094,423 

Gross property and equipment

  177,795,638   177,919,640 
         

Less accumulated depreciation, depletion, amortization and write down

  168,786,310   168,754,778 

Net property and equipment

  9,009,328   9,164,862 
         

OTHER ASSETS

  126,291   125,796 
         

TOTAL ASSETS

 $41,332,356  $40,648,012 

 

  

September 30,

  

December 31,

 
  

2018

  

2017

 
  

(Unaudited)

  

(Audited)

 

ASSETS

        
         

CURRENT ASSETS

        

Cash and equivalents

 $11,952,810  $11,883,725 

Investments

  16,969,928   13,207,778 

Production accounts receivable

  1,089,521   1,189,524 

Employees' notes receivable

  -   33,500 

Other

  10,650   27,225 

Total current assets

  30,022,909   26,341,752 
         

PROPERTY AND EQUIPMENT

        

Proved properties (successful efforts accounting method)

  174,965,155   179,141,990 

Pipeline and support equipment

  682,135   682,135 

Corporate and other

  2,094,423   2,127,423 

Gross property and equipment

  177,741,713   181,951,548 
         

Less accumulated depreciation, depletion, amortization and write down

  168,723,919   172,431,241 

Net property and equipment

  9,017,794   9,520,307 
         

OTHER ASSETS

        

Employees' notes receivable

  335   13,242 

Other

  122,348   123,048 

Total other assets

  122,683   136,290 
         

TOTAL ASSETS

 $39,163,386  $35,998,349 

 

See notes to unaudited consolidated financial statements.

 

F-1

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EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED BALANCE SHEETS

June 30, 2019 and December 31, 2018

  

June 30,

  

December 31,

 
  

2019

  

2018

 
  

(Unaudited)

  

(Audited)

 

LIABILITIES AND PARTNERS' EQUITY

        
         

CURRENT LIABILITIES

        

Accounts payable

 $2,085,986  $1,869,885 

Accrued expenses

  771,355   1,084,347 

Total current liabilities

  2,857,341   2,954,232 
         

DEFERRED INCOME TAXES

  40,700   40,700 
         

OPERATIONAL ADVANCES

  2,376,437   2,135,632 
         

ASSET RETIREMENT OBLIGATIONS

  16,937,886   16,807,486 
         

COMMITMENTS AND CONTINGENCIES

        
         

LIMITED PARTNERS' EQUITY, SUBJECT TO REPURCHASE RIGHT

        

Authorized - 8,000,000 Units Issued and outstanding - 5,492,967 and 5,549,355 Units, respectively

  18,889,255   18,486,440 
         

GENERAL PARTNER'S EQUITY

  230,737   223,522 

Total partners' equity

  19,119,992   18,709,962 
         

TOTAL LIABILITIES AND PARTNERS' EQUITY

 $41,332,356  $40,648,012 

See notes to unaudited consolidated financial statements.

F-2

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EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED BALANCE SHEETS

September

EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three and Six Months Ended June 30, 2019 and 2018 and December 31, 2017

(Unaudited)

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
                 
  

2019

  

2018

  

2019

  

2018

 

REVENUES

                

Crude oil and natural gas sales

 $1,788,101  $2,293,924  $4,529,297  $4,350,103 

Well management and operating

  145,039   145,129   294,861   292,765 

Other

  1,952   1,586   4,246   3,813 

Total revenues

  1,935,092   2,440,639   4,828,404   4,646,681 
                 

DIRECT COST OF REVENUES

                

Production costs

  527,307   505,126   1,384,482   1,238,906 

Well management and operating

  86,955   84,761   174,854   170,947 

Depreciation, depletion and amortization

  112,268   143,645   226,812   283,618 

Accretion expense

  71,900   80,800   146,600   167,400 

Total direct cost of revenues

  798,430   814,332   1,932,748   1,860,871 
                 

GENERAL AND ADMINISTRATIVE EXPENSE

  493,100   523,167   1,095,964   1,109,968 

Total cost of revenues

  1,291,530   1,337,499   3,028,712   2,970,839 
                 

INCOME FROM OPERATIONS

  643,562   1,103,140   1,799,692   1,675,842 
                 

OTHER INCOME

                

Interest and dividend income

  163,387   107,838   342,556   164,196 

Gain (Loss) on disposal of property and equipment

  (1,300)  426,300   37,300   553,765 

Gain on sale of other assets

  -   8,960   -   8,960 

Total other income

  162,087   543,098   379,856   726,921 
                 

NET INCOME

 $805,649  $1,646,238  $2,179,548  $2,402,763 
                 
                 

Allocation of Partnership Net Income

                

Limited Partners

 $796,025  $1,626,705  $2,153,510  $2,374,253 

General Partner

  9,624   19,533   26,038   28,510 
                 

Net income

 $805,649  $1,646,238  $2,179,548  $2,402,763 
                 

Net income per unit

 $0.15  $0.29  $0.39  $0.42 

See notes to unaudited consolidated financial statements.

F-3

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EVERFLOW EASTERN PARTNERS, L.P.

  

September 30,

  

December 31,

 
  

2018

  

2017

 
  

(Unaudited)

  

(Audited)

 

LIABILITIES AND PARTNERS' EQUITY

        
         

CURRENT LIABILITIES

        

Accounts payable

 $1,857,014  $1,958,042 

Accrued expenses

  881,211   1,624,205 

Total current liabilities

  2,738,225   3,582,247 
         

DEFERRED INCOME TAXES

  37,700   37,700 
         

OPERATIONAL ADVANCES

  2,022,254   1,513,924 
         

ASSET RETIREMENT OBLIGATIONS

  16,650,670   16,591,270 
         

COMMITMENTS AND CONTINGENCIES

        
         

LIMITED PARTNERS' EQUITY, SUBJECT TO REPURCHASE RIGHT

        

Authorized - 8,000,000 Units

        

Issued and outstanding - 5,549,355 and 5,587,616 Units, respectively

  17,502,907   14,103,844 
         

GENERAL PARTNER'S EQUITY

  211,630   169,364 

Total partners' equity

  17,714,537   14,273,208 
         

TOTAL LIABILITIES AND PARTNERS' EQUITY

 $39,163,386  $35,998,349 

CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY

Six Months Ended June 30, 2019 and 2018

(Unaudited)

  

2019

  

2018

 
         

PARTNERS' EQUITY - BEGINNING OF PERIOD

 $18,709,962  $14,273,208 
         

Net income

  2,179,548   2,402,763 
         

Cash distributions ($0.30 per unit in 2019)

  (1,684,936)  - 
         

Repurchase of Units

  (129,582)  (7,509)
         

Options exercised

  45,000   3,300 
         

PARTNERS' EQUITY - END OF PERIOD

 $19,119,992  $16,671,762 

See notes to unaudited consolidated financial statements.

F-4

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EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2019 and 2018

(Unaudited)

  

2019

  

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net income

 $2,179,548  $2,402,763 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation, depletion and amortization

  267,512   322,518 

Accretion expense

  146,600   167,400 

Gain on disposal of property and equipment

  (37,300)  (553,765)

Gain on sale of other assets

  -   (8,960)

Changes in assets and liabilities:

        

Production accounts receivable

  377,606   (199,398)

Other current assets

  56,531   1,846 

Other assets

  (495)  700 

Accounts payable

  216,101   (63,359)

Accrued expenses

  (453,674)  (445,709)

Operational advances

  240,805   325,844 

Total adjustments

  813,686   (452,883)

Net cash provided by operating activities

  2,993,234   1,949,880 
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

Purchase of investments

  (315,455)  (3,649,154)

Payments received on receivables from employees

  -   37,831 

Proceeds from disposal of property and equipment

  33,700   35,300 

Proceeds from sale of other assets

  -   8,960 

Purchase of property and equipment

  (113,478)  - 

Net cash used in investing activities

  (395,233)  (3,567,063)
         

CASH FLOWS FROM FINANCING ACTIVITIES

        

Distributions

  (1,684,936)  - 

Proceeds from options exercised

  45,000   3,300 

Net cash provided by (used in) financing activities

  (1,639,936)  3,300 
         
         

NET CHANGE IN CASH AND EQUIVALENTS

  958,065   (1,613,883)
         

CASH AND EQUIVALENTS - BEGINNING OF PERIOD

  12,566,868   11,883,725 
         

CASH AND EQUIVALENTS - END OF PERIOD

 $13,524,933  $10,269,842 
         

Supplemental disclosures of cash flow information and non-cash activities:

        

Cash paid during the period for income taxes

 $11,135  $3,600 

 

See notes to unaudited consolidated financial statements.

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EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three and Nine Months Ended September 30, 2018 and 2017

(Unaudited)

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
                 
  

2018

  

2017

  

2018

  

2017

 

REVENUES

                

Crude oil and natural gas sales

 $2,642,422  $1,270,385  $6,992,525  $5,556,830 

Well management and operating

  120,591   110,785   413,356   389,186 

Other

  1,817   5,818   5,630   61,887 

Total revenues

  2,764,830   1,386,988   7,411,511   6,007,903 
                 

DIRECT COST OF REVENUES

                

Production costs

  1,138,454   399,083   2,377,360   1,604,213 

Well management and operating

  73,320   64,817   244,267   228,600 

Depreciation, depletion and amortization

  116,860   223,406   400,478   604,296 

Accretion expense

  79,100   89,900   246,500   276,600 

Total direct cost of revenues

  1,407,734   777,206   3,268,605   2,713,709 
                 

GENERAL AND ADMINISTRATIVE EXPENSE

  518,493   535,315   1,628,461   1,606,617 

Total cost of revenues

  1,926,227   1,312,521   4,897,066   4,320,326 
                 

INCOME FROM OPERATIONS

  838,603   74,467   2,514,445   1,687,577 
                 

OTHER INCOME

                

Interest and dividend income

  122,772   56,307   286,968   126,098 

Gain on disposal of property and equipment

  81,400   -   635,165   63,709 

Gain on sale of other assets

  -   -   8,960   159,037 

Total other income

  204,172   56,307   931,093   348,844 
                 

NET INCOME

 $1,042,775  $130,774  $3,445,538  $2,036,421 
                 
                 

Allocation of Partnership Net Income:

                

Limited Partners

 $1,030,308  $129,222  $3,404,561  $2,012,257 

General Partner

  12,467   1,552   40,977   24,164 
                 

Net income

 $1,042,775  $130,774  $3,445,538  $2,036,421 
                 

Net income per unit

 $0.19  $0.03  $0.61  $0.36 

See notes to unaudited consolidated financial statements.

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EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY

Nine Months Ended September 30, 2018 and 2017

(Unaudited)

  

2018

  

2017

 
         

PARTNERS' EQUITY - BEGINNING OF PERIOD

 $14,273,208  $12,197,583 
         

Net income

  3,445,538   2,036,421 
         

Repurchase of Units

  (7,509)  - 
         

Options exercised

  3,300   - 
         

PARTNERS' EQUITY - END OF PERIOD

 $17,714,537  $14,234,004 

See notes to unaudited consolidated financial statements.

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EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2018 and 2017

(Unaudited)

  

2018

  

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net income

 $3,445,538  $2,036,421 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation, depletion and amortization

  458,878   669,096 

Accretion expense

  246,500   276,600 

Gain on disposal of property and equipment

  (635,165)  (63,709)

Gain on sale of other assets

  (8,960)  (159,037)

Changes in assets and liabilities:

        

Accounts receivable

  100,003   41,080 

Other current assets

  16,575   42,181 

Other assets

  700   (13,271)

Accounts payable

  (101,028)  234,211 

Accrued expenses

  (288,794)  (324,149)

Operational advances

  508,330   415,904 

Total adjustments

  297,039   1,118,906 

Net cash provided by operating activities

  3,742,577   3,155,327 
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

Purchase of investments

  (3,762,150)  (3,112,591)

Payments received on receivables from employees

  46,407   49,338 

Proceeds on disposal of property and equipment

  37,500   92,200 

Proceeds on sale of other assets

  8,960   226,287 

Purchase of property and equipment

  -   (123,885)

Net cash used in investing activities

  (3,669,283)  (2,868,651)
         

CASH FLOWS FROM FINANCING ACTIVITIES

        

Repurchase of Units

  (7,509)  - 

Proceeds from options exercised

  3,300   - 

Net cash used in financing activities

  (4,209)  - 
         

NET CHANGE IN CASH AND EQUIVALENTS

  69,085   286,676 
         

CASH AND EQUIVALENTS - BEGINNING OF PERIOD

  11,883,725   11,224,865 
         

CASH AND EQUIVALENTS - END OF PERIOD

 $11,952,810  $11,511,541 
         

Supplemental disclosures of cash flow information:

        

Cash paid during the period for:

        

Income taxes

 $3,600  $499 

 

See notes to unaudited consolidated financial statements.

 

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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.

 

The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the disclosures normally required by GAAP, or those normally made in an Annual Report on Form 10-K, although the Company believes that the disclosures made are adequate to make the information not misleading. 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 annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2019.

 

The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the disclosures normally required by GAAP, or those normally made in an Annual Report on Form 10-K, although the Company believes that the disclosures made are adequate to make the information not misleading. 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 annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2018.

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

 

 

B.

Use of Estimates - The preparation of financial statements in conformity with GAAP 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. Significant estimates impacting the Company’s financial statements include revenue and expense accruals and oil and gas reserve quantities. In the oil and gas industry, and especially as related to the Company’s natural gas sales, the processing of actual transactions generally occurs 60-90 days after the month of delivery of its product. Consequently, accounts receivable from production and oil and gas sales are recorded using estimated production volumes and market or contract prices. Differences between estimated and actual amounts are recorded in subsequent period’s financial results. As is typical in the oil and gas industry, a significant portion of the Company’s accounts receivable from production and oil and gas sales consists of unbilled receivables. Oil and gas reserve quantities are utilized in the calculation of depreciation, depletion and amortization and the impairment of oil and gas wells and also impact the timing and costs associated with asset retirement obligations. The Company’s estimates, especially those related to oil and gas reserves, could change in the near term and could significantly impact the Company’s results of operations and financial position.

 

F-6

 

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 1.

Organization and Summary of Significant Accounting Policies

 

 

C.

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 acquisition, exploration, development and production. 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”).

 

Everflow Management Limited, LLC (“EML”), an Ohio limited liability company, is the general partner of Everflow and, as such, is authorized to perform all acts necessary or desirable to carry out the purposes and conduct of the business of Everflow. The members of EML are Everflow Management Corporation ("EMC"); two individuals who are officers and directors of EEI and employees of Everflow; one individual who is the Chairman of the Board of EEI; one individual who is an employee of Everflow; and one private limited liability company.

Everflow Management Limited, LLC (“EML”), an Ohio limited liability company, is the general partner of Everflow and, as such, is authorized to perform all acts necessary or desirable to carry out the purposes and conduct of the business of Everflow. The members of EML include Everflow Management Corporation ("EMC"), two individuals who are officers and directors of EEI, one individual who is the Chairman of the Board of EEI, a private limited liability company which also serves as Everflow’s largest limited partner, and an individual limited partner. EMC is an Ohio corporation formed in September 1990 and is the managing member of EML.

 

 

D.

Principles of Consolidation - The consolidated financial statements include the accounts of Everflow, its wholly-owned subsidiaries, including EEI, and interests with joint venture partners (collectively, the “Company”), which are accounted for under the proportional consolidation method. All significant accounts and transactions between the consolidated entities have been eliminated.

 

 

E.

Cash and Equivalents - The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.  The Company maintains, at various financial institutions, cash and equivalents which may exceed federally insured amounts and which may, at times, significantly exceed balance sheet amounts due to float. As of September 30, 2018 and December 31, 2017, cash and equivalents include $2,022,254 and $1,513,924, respectively, of operational advances, which are funds collected and held on behalf of joint venture partners for their anticipated share of future plugging and abandonment costs, including interest earned. Operational advances held on behalf of joint venture partners include those held on behalf of employees, including officers and directors (see Note 5).

 

 

F.

Investments – The Company’s investments are classified as available-for-sale securities and consist of shares held in a mutual fund that invests primarily in investment grade, U.S. dollar denominated short-term fixed and floating rate debt securities. The mutual fund seeks current income while seeking to maintain a low volatility of principal.

 

F-7

 

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 1.

Organization and Summary of Significant Accounting Policies

 

 

F.

Investments (continued)

 

The Financial Accounting Standards Board established a framework for measuring fair value and expanded disclosures about fair value measurements by establishing a fair value hierarchy that prioritizes the inputs and defines valuation techniques used to measure fair value. The hierarchy gives highest priority to Level I inputs and lowest priority to Level III inputs. The three levels of the fair value hierarchy are described below:

Level I – Quoted prices are available in active markets for identical financial instruments as of the reporting date.

Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.

Level III – Pricing inputs are unobservable for the financial instrument and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation.

The Company’s investments are carried at fair market value based on quoted prices available in active markets and are therefore classified as Level 1.

G.

Operational Advances - The Company collects and maintains funds on behalf of joint venture partners who own working interests in wells of which the Company operates for their anticipated share of future plugging and abandonment costs. As of June 30, 2019 and December 31, 2018, cash and equivalents include $2,376,437 and $2,135,632, respectively, of operational advances. Operational advances held on behalf of employees, including officers, and directors were approximately $379,400 and $307,800 as of June 30, 2019 and December 31, 2018, respectively.

 

 

Level I – Quoted prices are available in active markets for identical financial instruments as of the reporting date.

Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.

Level III – Pricing inputs are unobservable for the financial instrument and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation.

The Company’s investments are carried at fair market value based on quoted prices available in active markets and are therefore classified as Level 1.

G.H.

Asset Retirement Obligations - GAAP requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. For the Company, these obligations include dismantlement, plugging and abandonment of oil and gas wells and associated pipelines and equipment. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depleted over the estimated useful life of the related asset.

 

The estimated liability is based on historical experience in dismantling, plugging and abandoning wells, estimated remaining lives of those wells based on reserves estimates, estimates of the external cost to dismantle, plug and abandon the wells in the future and federal and state regulatory requirements. The liability is discounted using an assumed credit-adjusted, risk-free interest rate.

Gain on disposal of property and equipment includes approximately $81,500 and $641,300 associated with non-cash settlements of asset retirement obligations during the three and nine month periods ended September 30, 2018, respectively.

 

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 1.

Organization and Summary of Significant Accounting Policies

 

 

H.

Asset Retirement Obligations (continued)

The estimated liability is based on historical experience in dismantling, plugging and abandoning wells, estimated remaining lives of those wells based on reserves estimates, estimates of the external cost to dismantle, plug and abandon the wells in the future and federal and state regulatory requirements. The liability is discounted using an assumed credit-adjusted, risk-free interest rate.

Loss on disposal of property and equipment includes approximately $900 associated with non-cash settlements of asset retirement obligations during the three month period ended June 30, 2019. Gain on disposal of property and equipment includes approximately $5,100 associated with non-cash settlements of asset retirement obligations during the six month period ended June 30, 2019. Gain on disposal of property and equipment includes approximately $449,700 and $559,800 associated with non-cash settlements of asset retirement obligations during the three and six month periods ended June 30, 2018, respectively.

I.

Revenue Recognition – As described in Note 1.K., beginning in 2018, theThe Company accounts for revenue from contracts in accordance with Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). Revenues from contracts with customers are recognized when performance obligations are satisfied in accordance with contractual terms.

 

The Company recognized 28% and 44% of crude oil and natural gas sales from two purchasers of natural gas from operated properties under sales contracts during the three and nine month periods ended September 30, 2018, respectively. Generally, each unit (MCF) is

For the sale of crude oil and natural gas from operated properties, the Company generally considers each unit (BBL or MCF) to be a separate performance obligation. The transaction price may consist of fixed and variable consideration, in which the variable amount is determinable each production period and is recognized as revenue upon pickup/delivery of the crude oil or natural gas, which is the point in time that the customer obtains control of the crude oil or natural gas and the Company's performance obligation is satisfied.

 

Crude oil and natural gas sales derived from third party operated wells are recognized under similar terms as sales of crude oil and natural gas from operated properties and revenue is recognized at a point in time when the product is delivered, the purchaser obtains control and the Company's performance obligation is satisfied.

Other crude oil and natural gas sales not under contract from customers, as well as crude oil and natural gas sales derived from third party operated wells, is recognized under similar terms as sales contracts where revenue is recognized at a point in time when the product is delivered, the purchaser obtains control and the Company's performance obligation is satisfied. The Company does not track the purchasers of natural gas and crude oil derived from third party operated wells.

 

Crude oil and natural gas sales represent the Company's share of revenues, net of royalties and other revenue interests owned by other parties. When settling crude oil and natural gas on behalf of royalty owners or working interest owners, the Company is acting as an agent and thus reports the revenue on a net basis.

The Company utilizes the sales method to account for gas production volume imbalances. Under this method, revenue is recognized only when gas is produced and sold on the Company’s behalf. The Company had no material gas imbalances at September 30, 2018 and December 31, 2017.

 

Based on the Company's judgment, the Company's performance obligations have been satisfied and an unconditional right to consideration exists at June 30, 2019 and December 31, 2018, respectively; therefore, the Company recognized amounts due from contracts with customers as production accounts receivable within the Company’s consolidated balance sheets at June 30, 2019 and December 31, 2018, respectively.

The Company participates (and may act as drilling contractor) with unaffiliated joint venture partners and employees in the drilling, development and operation of jointly owned oil and gas properties. Each owner, including the Company, has an undivided interest in the jointly owned properties. Generally, the joint venture partners and employees participate on the same drilling/development cost basis as the Company and, therefore, no revenue, expense or income is recognized on the drilling and development of the properties. Notes receivable from employees consist principally of drilling and development costs the Company has advanced or incurred on behalf of employees (see Note 5). Well management and operating revenues are derived from a variety of both verbal and written operating agreements with joint venture partners, and are recognized monthly as services are provided and properties are managed and operated.

 

 

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 1.

Organization and Summary of Significant Accounting Policies

 

 

I.

Revenue Recognition (continued)

The Company utilizes the sales method to account for gas production volume imbalances. Under this method, revenue is recognized only when gas is produced and sold on the Company’s behalf. The Company had no material gas imbalances at June 30, 2019 and December 31, 2018, respectively.

The Company participates (and may act as drilling contractor) with unaffiliated and affiliated joint venture partners, employees, including officers, and directors in the drilling, development and operation of jointly owned oil and gas properties. Each owner, including the Company, has an undivided interest in the jointly owned properties. Generally, the joint venture partners, employees and directors participate on the same drilling/development cost basis as the Company and, therefore, no revenue, expense or income is recognized on the drilling and development of the properties. Well management and operating revenues are derived from a variety of both verbal and written operating agreements with joint venture partners and are recognized monthly as services are provided and properties are managed and operated. Other revenues consist of miscellaneous revenues that are recognized at the time services are rendered, the Company has a contractual right to such revenue and collection is reasonably assured.

J.

Income Taxes - Everflow is not a tax-paying entity and the net taxable income or loss, other than the taxable income or loss allocable to EEI, which is a C corporation owned by Everflow, will be allocated directly to its respective partners. The Company is not able to determine the net difference between the tax bases and the reported amounts of Everflow’s assets and liabilities due to separate elections that were made by owners of the working interests and limited partnership interests that comprised the Programs.

 

The Company believes that it has appropriate support for any tax positions taken and, as such, does not have any uncertain tax positions that are material to the financial statements. 

The Company believes that it has appropriate support for any tax positions taken and, as such, does not have any uncertain tax positions that are material to the financial statements.

 

 

J.K.

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 may change in the future due to Unitholders electing to exercise the Repurchase Right and select officers and employees electing to exercise options (see Note 3).

 

Earnings per limited partner Unit have been computed based on the weighted average number of Units outstanding during each period presented.

K.

New Accounting Standards – In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, which is intended to improve the financial reporting requirements for revenue from contracts with customers by providing a principle based approach. The core principle of the standard is that revenue should be recognized when the transfer of promised goods or services is made in an amount that the entity expects to be entitled to in exchange for the transfer of goods and services. ASU 2014-09 also requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09, through issuance of ASU 2015-14, is to be effective for financial statements issued for annual periods beginning after December 31, 2017 (including interim reporting periods within those periods). The Company adopted ASU 2014-09 using the modified retrospective method on January 1, 2018. There was no material impact to the Company's consolidated financial statements and, therefore, prior period amounts were not adjusted and no cumulative effect adjustment was recognized. However, ASU 2014-09 expanded disclosures regarding information of the Company's nature, amount and timing of revenue arising from contracts with customers.

 

 

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 1.

Organization and Summary of Significant Accounting Policies

 

 

K.L.

New Accounting Standards (continued)

- The Company has reviewed all other recently issued accounting standards in order to determine their effects, if any, on the consolidated financial statements. Based on that review, the Company believes that none of these standards will have a significant effect on current or future earnings or results of operations.

 

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 2.

Current Liabilities

 

The Company’s current liabilities consist of the following at September 30, 2018 and December 31, 2017:

The Company’s current liabilities consist of the following at June 30, 2019 and December 31, 2018:

 

 

September 30,

  

December 31,

  

June 30,

  

December 31,

 
 

2018

  

2017

  

2019

  

2018

 
                

Accounts Payable:

                

Production and related other

 $1,517,438  $1,615,606  $1,742,721  $1,522,106 

Other

  292,647   295,507   294,636   299,150 

Joint venture partner deposits

  46,929   46,929   48,629   48,629 
        

Total accounts payable

 $1,857,014  $1,958,042  $2,085,986  $1,869,885 
                

Accrued Expenses:

                

Payroll and retirement plan contributions

 $436,013  $664,384  $275,240  $692,083 

Current portion of asset retirement obligations

  305,000   775,000   196,000   196,000 

Repurchase of Units

  129,582   - 

Drilling

  106,100   106,100   106,100   106,100 

Other

  42,900   55,100 

Federal, state and local taxes

  26,298   33,121   21,533   35,064 

Other

  7,800   45,600 
        

Total accrued expenses

 $881,211  $1,624,205  $771,355  $1,084,347 

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 3.

Partners’ Equity

 

Units represent limited partnership interests in Everflow. The Units are transferable subject to the approval of EML 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 may have an opportunity to require Everflow to repurchase their Units pursuant to 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 the Unitholder elects to exercise the Repurchase Right and have Everflow acquire certain or all 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 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 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 2019 Repurchase Right, based upon the December 31, 2018 calculation, was $1.50 per Unit, net of a $0.30 per Unit distribution made in April 2019.

 

In June 2019, the Company repurchased 86,388 Units pursuant to the Repurchase Right at a price of $1.50 per Unit. In June 2018, the Company repurchased 68,261 Units pursuant to the Repurchase Right at a price of $0.11 per Unit. The Company did not offer to repurchase any Units pursuant to the Repurchase Right during 2017 because the price associated with the Repurchase Rights was negative.

The Company has an Option Repurchase Plan (the “Option Plan”) which permits the grant of options to select officers and employees to purchase certain Units acquired by the Company pursuant to the Repurchase Right. The purpose of the Option Plan is to assist the Company to attract and retain officers and other key employees and to enable those individuals to acquire or increase their ownership interest in the Company in order to encourage them to promote the growth and profitability of the Company. The Option Plan is designed to align directly the financial interests of the participants with the financial interests of the Unitholders. The Company granted 30,000 options to officers and key employees in June 2019 and 2018, respectively. All options granted were exercised on the same date. The Company did not grant any options in 2017.

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 the Unitholder elects to exercise the Repurchase Right and have Everflow acquire certain or all 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

 

 

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 3.

Partners’ Equity (continued)

 

66% of the adjusted book value of the Company allocable

All Units repurchased pursuant 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 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 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 are retired except for those Units issued through the exercise of options pursuant to the Option Plan. There were 5,492,967 and 5,549,355 outstanding Units following the Company’s repurchase of Units and issuance of options in June 2019 and 2018, respectively. There were no instruments outstanding at June 30, 2019 or 2018 Repurchase Right, based upon the December 31, 2017 calculation, was $0.11 per Unit.

The Company has an Option Repurchase Plan (the “Option Plan”) which permits the grant of options to select officers and employees to purchase certain Units acquired by the Company pursuant to the Repurchase Right. The purpose of the Option Plan is to assist the Company to attract and retain officers and other key employees and to enable those individuals to acquire or increase their ownership interest in the Company in order to encourage them to promote the growth and profitability of the Company. The Option Plan is designed to align directly the financial interests of the participants with the financial interests of the Unitholders. In June 2018, the Company granted 30,000 options to officers and certain key employees. All options granted were exercised on the same date. The Company did not grant any options in 2017.

In June 2018, the Company repurchased 68,261 units pursuant to the Repurchase Right. The Company did not offer to repurchase any Units pursuant to the Repurchase Right during 2017 or 2016 because the price associated with the Repurchase Rights for both years was negative. There were 5,549,355 outstanding Units on June 30, 2018 following the Company’s repurchase of Units and issuance of options.

All Units repurchased pursuant to the Repurchase Right are retired except for those Units issued through the exercise of options pursuant to the Option Plan. There were no instruments outstanding at September 30, 2018 or 2017 that would potentially dilute net income per Unit.

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 4.

Commitments and Contingencies

 

The Company operates exclusively in Ohio and Pennsylvania of the United States in the business of oil and gas acquisition, exploration, development and production. 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, 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 and, at times, seasonal 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, borrowings or equity offerings. 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.

 

The Company has multiple contracts with Dominion Field Services (“Dominion”) which obligate Dominion to purchase, and the Company to sell and deliver, certain quantities of natural gas production from the Company’s oil and gas properties throughout the contract periods. Management believes the Company can meet its delivery commitments based on estimated production.

 

The Company is party to various legal proceedings and claims in the ordinary course of its business. The Company believes certain

The Company is party to various legal proceedings and claims in the ordinary course of its business. The Company believes that the outcome of these matters will be covered by insurance and that the outcome of other matters will not have a material adverse effect on its consolidated financial position, results of operations, or liquidity.

Note 5.

Related Party Transactions

The Company’s officers, directors, affiliates and certain employees have frequently participated, and will likely continue to participate in the future, as working interest owners in wells in which the Company has an interest. The Company has historically loaned the funds necessary for certain employees to participate in the drilling and development of such wells. Initial terms of the unsecured loans call for repayment of all principal and accrued interest at the end of four years, however, the loan amounts are reduced from payments made by employees and as production proceeds attributable to the employees’ working interests are not remitted to the employees but rather used to reduce the amounts owed by the employees to the Company. If an outstanding balance remains after the initial four-year term, the Company and employee shall, acting in good faith, agree upon further repayment terms.

 

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 5.

Related Party Transactions (continued)

Employees remain obligated for the entire loan amount regardless of a dry-hole event or otherwise insufficient production. The loans carry no loan forgiveness provisions, and no loans have ever been forgiven. The loans accrue interest at the prime rate, which was 5.25% at September 30, 2018.

In accordance with the Sarbanes-Oxley Act of 2002, the Company has not extended any loans to officers or directors since 2002. At September 30, 2018, the Company has extended a loan to an employee with a note origination date of December 2017. Employees’ notes receivable, including accrued interest, amounted to $335 and $46,742 at September 30, 2018 and December 31, 2017, respectively.

The Company collects and holds operational advances from employees, including officers and directors, who own working interests in wells of which the Company operates (see Note 1). Operational advances held on behalf of employees, including officers and directors, as of September 30, 2018 and December 31, 2017 were approximately $278,800 and $180,300, respectively.

 

 

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion is intended to assist in the understanding of the Company’s liquidity, capital resources and results of operations. It is suggested that this information be read in conjunction with the Company’s interim consolidated financial statements, the related notes to consolidated financial statements and the Company’s 20172018 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2018.2019.

 

Liquidity and Capital Resources

 

The following table summarizes the Company's financial position at SeptemberJune 30, 20182019 and December 31, 2017:2018:

 

 

September 30, 2018

  

December 31, 2017

  

June 30, 2019

  

December 31, 2018

 
 

Amount

  

%

  

Amount

  

%

  

Amount

  

%

  

Amount

  

%

 
 

(Amounts in Thousands)

  

(Amounts in Thousands)

  

(Amounts in Thousands)

  

(Amounts in Thousands)

 
                                

Working capital

 $27,285   75

%

 $22,760   70

%

 $29,340   76

%

 $28,403   76

%

Property and equipment (net)

  9,018   25   9,520   29   9,009   24   9,165   24 

Other

  123   -   136   1   126   -   126   - 

Total

 $36,426   100

%

 $32,416   100

%

 $38,475   100

%

 $37,694   100

%

                                

Deferred income taxes

 $38   -

%

 $38   -

%

 $41   -

%

 $41   -

%

Long-term liabilities

  18,673   51   18,105   56   19,314   50   18,943   50 

Partners' equity

  17,715   49   14,273   44   19,120   50   18,710   50 

Total

 $36,426   100

%

 $32,416   100

%

 $38,475   100

%

 $37,694   100

%

 

Working capital of $27.3$29.3 million as of SeptemberJune 30, 20182019 represented an increase of $4.5 million$937,000 from December 31, 2017,2018, due primarily to an increaseincreases in cash and equivalents and investments, andas well as a decrease in accrued expenses.expenses; offset somewhat by a decrease in production accounts receivable and an increase in accounts payable. The increase in investments was primarily the result of additional purchases of shares in a mutual fund during the ninesix months ended SeptemberJune 30, 20182019 that invests primarily in investment grade, short-term fixed and floating rate debt securities. The decrease in accrued expenses is primarily the result of a decrease in the current portion of asset retirement obligations associated with oil and gas properties disposed of during the nine months ended September 30, 2018. In addition, all payroll and retirement contributions accrued at December 31, 2017 were2018 being paid during the ninesix months ended SeptemberJune 30, 2018.2019, offset somewhat by an accrued expense recognized at June 30, 2019 for the repurchase of Units in association with the Company’s 2019 Repurchase Right. The decrease in production accounts receivable is primarily the result of lower average natural gas and crude oil prices received on production during the current receivable period as compared to the prior comparable receivable period. The effect of lower average natural gas and crude oil prices received was offset somewhat by additional natural gas and crude oil volumes recognized from third party operators during the current receivable period as compared to the prior comparable receivable period. The increase in accounts payable is primarily the result of additional production and related other payables outstanding at June 30, 2019 as compared to the prior comparable reporting date.

 

The Company funds its operations with cash generated by operations and/or existing cash and equivalent balances. The Company has had no borrowings since 2003 and no principal indebtedness was outstanding as of November 9, 2018.

a distribution amounting to approximately $1.7 million in April 2019 and $130,000 in payments in July 2019 associated with the repurchase of Units tendered in conjunction with the Company’s 2019 Repurchase Right.

 

The Company’s cash flow provided by operations before the change in working capital was $4.0$2.8 million during the ninesix months ended SeptemberJune 30, 2018, an increase2019, a decrease of $854,000$140,000 as compared to $3.2$2.7 million of cash flow provided by operations before the change in working capital during the prior comparable period. Changes in working capital from operations other than cash and equivalents decreasedincreased cash by $273,000$197,000 during the ninesix months ended SeptemberJune 30, 2018.2019. Cash flows provided by operating activities was $3.7$3.0 million for the ninesix months ended SeptemberJune 30, 2018.2019.

 

Management of the Company believes cash flows and existing cash and equivalents should be sufficient to meet the current funding requirements of ongoing operations, capital investments to develop and/or purchase oil and gas properties and the repurchase of Units pursuant to the 2019 repurchase right. The Company has not paid a cash distribution since October 2015.2020 Repurchase Right.

 

The Company has multiple contracts with Dominion Field Services (“Dominion”) which obligate Dominion to purchase, and the Company to sell and deliver, certain quantities of natural gas production from the Company’s oil and gas properties throughout the contract periods. Management believes the Company can meet its delivery commitments based on estimated production.

 

 

Results of Operations

 

The following table and discussion is a review of the results of operations of the Company for the three and ninesix month periods ended SeptemberJune 30, 20182019 and 2017.2018. All items in the table are calculated as a percentage of total revenues. This table should be read in conjunction with the discussions of select items below:

 

 

Three Months

  

Nine Months

  

Three Months

  

Six Months

 
 

Ended September 30,

  

Ended September 30,

  

Ended June 30,

  

Ended June 30,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

  

2019

  

2018

 
                                

Revenues:

                                

Crude oil and natural gas sales

  96

%

  92

%

  94

%

  93

%

  92

%

  94

%

  94

%

  94

%

Well management and operating

  4   8   6   6   8   6   6   6 

Other

  -   -   -   1 

Total revenues

  100

%

  100

%

  100

%

  100

%

  100

%

  100

%

  100

%

  100

%

                                

Expenses:

                                

Production costs

  41   29   32   27   27   21   29   27 

Well management and operating

  3   5   3   4   4   3   4   4 

Depreciation, depletion and amortization

  4   16   6   10   6   6   5   6 

Accretion expense

  3   6   3   5   4   3   3   4 

General and administrative expense

  19   39   22   26   25   21   22   23 

Total expenses

  70

%

  95

%

  66

%

  72

%

  66

%

  54

%

  63

%

  64

%

                                

Other income:

                                

Interest and dividend income

  5   4   4   2   8   4   7   4 

Gain on disposal of property and equipment

  3   -   9   1   -   17   1   12 

Gain on sale of other assets

  -   -   -   3 

Total other income

  8

%

  4

%

  13

%

  6

%

  8

%

  21

%

  8

%

  16

%

                                

Net income

  38

%

  9

%

  47

%

  34

%

  42

%

  67

%

  45

%

  52

%

 

Revenues for the three and nine month periodsperiod ended SeptemberJune 30, 2018 increased $1.4 million, respectively,2019 decreased $506,000, or 21%, as compared to the prior comparable periods. The increasesperiod. Revenues for the six month period ended June 30, 2019 increased $182,000, or 4%, as compared to the prior comparable period. Both revenue variances were primarily the result of increasesvariances in crude oil and natural gas sales.sales from the current period in comparison to the prior comparable periods.

 

Crude oil and natural gas sales increased $1.4 million,decreased $506,000, or 108%22%, during the three months ended SeptemberJune 30, 20182019 as compared to the prior comparable period. The decrease was primarily the result of less natural gas and crude oil volumes produced, as well as lower average natural gas and crude oil prices received, during the three months ended June 30, 2019 as compared to the prior comparable period. Crude oil and natural gas sales increased $1.4 million,$179,000, or 26%4%, during the ninesix months ended SeptemberJune 30, 2018 as compared to the prior comparable period. The increases were primarily the result of recognition of $956,000 of crude oil and natural gas sales reported by a third party operator significantly in arrears during the three and nine months ended September 30, 2018, respectively. The increases were also impacted by increases in crude oil volumes produced and crude oil prices received during the three and nine months ended September 30, 2018 as compared to the prior comparable periods. The increase in crude oil and natural gas sales during the three months ended September 30, 2018 as compared to the prior comparable period was also the result of an increase in natural gas volumes produced and an increase in natural gas prices received during the three months ended September 30, 20182019 as compared to the prior comparable period. The increase inwas primarily the result of higher average natural gas volumes producedprices received during the three month periodsix months ended SeptemberJune 30, 20182019 as compared to the prior comparable period, offset somewhat by the effect of lower average crude oil prices received during the six month period ended June 30, 2019 as compared to the prior comparable period.

Production costs increased $146,000, or 12%, during the six months ended June 30, 2019 as compared to the prior comparable period. The increase was primarily the result of additional costs associated with less Company operated properties being voluntarily shut-in during the three monthssix month period ended SeptemberJune 30, 20182019, as well as higher ad valorem taxes and additional production costs recognized in association with third party operated properties during the six month period ended June 30, 2019, each as compared to the prior comparable period.

 

Production costs increased $739,000,Other income decreased $381,000, or 185%70%, during the three monthsmonth period ended SeptemberJune 30, 20182019 as compared to the prior comparable period. Production costs increased $773,000,Other income decreased $347,000, or 48%, during the nine monthssix month period ended SeptemberJune 30, 2018 as compared to the prior comparable period. The increases were primarily the result of recognition of $637,000 of production costs reported by a third party operator significantly in arrears during the three and nine months ended September 30, 2018, respectively. The increases were also impacted by the effect of less Company operated properties being voluntarily shut-in during the three and nine month periods ended September 30, 2018 as compared to the prior comparable periods.

Depreciation, depletion and amortization (“DD&A”) decreased $107,000, or 48%, during the three months ended September 30, 2018 as compared to the prior comparable period. DD&A decreased $204,000, or 34%, during the nine months ended September 30, 20182019 as compared to the prior comparable period. The primary reason for the decreases iswas the result of less depletable basesgain recognized on the disposal of oilproperty and gasequipment. The Company had a substantial decrease in the number of properties available to depletedisposed during the three and ninesix month periods ended SeptemberJune 30, 20182019 as compared to the prior comparable periods. Less depletable basesThe majority of oilthe gains on disposal of property and gas properties is primarily the result of DD&A, write down/impairment and abandonment of properties recognized in prior fiscal periods.

Other income increased $148,000, or 263%,equipment during the three monthsand six month periods ended September 30,June 2018 as compared to prior comparable period. Otherwere associated with settlements of the properties’ related asset retirement obligations. The effect of less gain recognized on the disposal of property and equipment was offset somewhat by additional interest and dividend income increased $582,000, or 167%,recognized during the nine monthsthree and six month periods ended SeptemberJune 30, 20182019 as compared to the prior comparable period. The primary reasons for the increases were the result of increases in interest and dividend income and gain on disposal of property and equipment.periods. The increase in interest and dividend income was primarily the result of additional investments held and the related dividends yielded on investments during the three and ninesix month periods ended SeptemberJune 30, 20182019 as compared to the prior comparable periods. The increase in gain on disposal of property and equipment was primarily the result of additional oil and gas properties disposed of during the three and nine month periods ended September 30, 2018 as compared to the prior comparable periods. The majority of the gains on disposal of property and equipment during the three and nine month periods ended September 30, 2018 were associated with settlements of the properties’ related asset retirement obligations. The increase in other income from the nine month period ending September 30, 2018 as compared to the prior comparable period was offset somewhat by a decrease in gain on sale of other assets. The decrease in gain on sale of other assets was primarily the result of less other assets sold during the nine month period ending September 30, 2018 as compared to the prior comparable period.

 

The Company reported net income of $1.0$806,000 and $1.6 million and $131,000 during the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, representing 38%42% and 9%67% of total revenues during the three month periods ended SeptemberJune 30, 20182019 and 2017,2018, respectively. The Company reported net income of $3.4 million and $2.0 million during the nine months ended September 30, 2018 and 2017, respectively, representing 47% and 34% of total revenues during the nine month periods ended September 30, 2018 and 2017, respectively. The increasesdecrease in net income werewas primarily the result of increasesdecreases in crude oil and natural gas sales and other income. The Company reported net income of $2.2 million and a$2.4 million during the six months ended June 30, 2019 and 2018, respectively, representing 45% and 52% of total revenues during the six month periods ended June 30, 2019 and 2018, respectively. The decrease in DD&A,net income was primarily the result of an increase in production costs and decrease in other income, offset somewhat by an increase in production costs.crude oil and natural gas sales.

 

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The critical accounting policies that affect the Company’s more complex judgments and estimates are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

2018.

 

Forward-Looking Statements

 

Except for historical financial information contained in this Form 10-Q, the statements made in this report are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). In addition, words such as “expects,” “anticipate,” “intends,” “plans,” “believes,” “estimates,” variations of such words and similar expressions are intended to identify forward-looking statements. Factors that may cause actual results to differ materially from those in the forward-looking statements include price fluctuations in the gas market in the Appalachian Basin, actual oil and gas production and the ability to locate economically productive oil and gas prospects for development by the Company. In addition, any forward-looking statements speak only as of the date on which such statement is made and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

This information has been omitted, as the Company qualifies as a smaller reporting company.

 

 

Item 4.

CONTROLS AND PROCEDURES

 

(a)     Disclosure Controls and Procedures. As of the end of the period covered by this report, management performed, with the participation of our Principal Executive Officer (the “CEO”) and Principal Financial and Accounting Officer (the “CFO”), an evaluation of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15 (the “evaluation”). Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures. Based on the evaluation, management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 

The certifications of the Company’s CEO and CFO are attached as Exhibits 31.1 and 31.2 to this Quarterly Report on Form 10-Q and include, in paragraph 4 of such certifications, information concerning the Company’s disclosure controls and procedures and internal control over financial reporting. Such certifications should be read in conjunction with the information contained in this Item 4., including the information incorporated by reference to our filing on Form 10-K for the year ended December 31, 2017,2018, for a more complete understanding of the matters covered by such certifications.

 

(b)     Changes in internal control over financial reporting. No change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

5

Table of ContentsPart II.  OTHER INFORMATION

 

Part II:

OTHER INFORMATION

Item 6.

EXHIBITS

 

 

Exhibit 31.1

Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

Exhibit 31.2

Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

101.INS

Instance Document

 

 

101.SCH

XBRL Taxonomy Extension Schema Document

 

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

 

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

101.DEF

XBRL Taxonomy Definition Linkbase Document

 

 

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.

 

 

EVERFLOW EASTERN PARTNERS, L.P.

 

 

 

 

 

By:

everflow management limited, llc

General Partner

    

By:

everflow management corporation

  Managing Member 

Dated: November 9, 2018 

August 13, 2019

By:

/s/ Brian A. Staebler

 

Brian A. Staebler

 

 

Vice President, Secretary-Treasurer and

Principal Financial and Accounting Officer

(Duly Authorized Officer)

 

 

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