Everflow Eastern Partners 10-Q 2023 Q3 Quarterly report

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

For the quarterly period ended September 30, 2023

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  ☒   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  ☒     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 filer	☐	Smaller reporting company	☒
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 4,746,686 Units of limited partnership interest of the registrant as of November 8, 2023. 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 September 30, 2023.

EVERFLOW EASTERN PARTNERS, L. P.

CONSOLIDATED FINANCIAL REPORT

SEPTEMBER 30, 2023

EVERFLOW EASTERN PARTNERS, L.P.

INDEX

	DESCRIPTION		PAGE NO.
Part I.	Financial Information
	Item 1.	Financial Statements
		Consolidated Balance Sheets September 30, 2023 and December 31, 2022	F-1
		Consolidated Statements of Operations Three and Nine Months Ended September 30, 2023 and 2022	F-3
		Consolidated Statements of Partners’ Equity Nine Months Ended September 30, 2023 and 2022	F-4
		Consolidated Statements of Cash Flows Nine Months Ended September 30, 2023 and 2022	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
	Item 4.	Controls and Procedures	8
Part II.	Other Information
	Item 6.	Exhibits	9
		Signature	10

2

Part I:  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED BALANCE SHEETS

September 30, 2023 and December 31, 2022

	September 30,		December 31,
	2023		2022
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS
Cash and equivalents	$	9,302,446	$	13,159,037
Investments		26,477,572		25,673,269
Production accounts receivable		651,236		2,038,527
Other		536,332		52,795
Total current assets		36,967,586		40,923,628
PROPERTY AND EQUIPMENT
Proved properties (successful efforts accounting method)		135,732,343		137,061,522
Pipeline and support equipment		617,217		601,823
Corporate and other		2,120,531		2,142,932
Gross property and equipment		138,470,091		139,806,277
Less accumulated depreciation, depletion, amortization and write down		131,101,477		131,780,081
Net property and equipment		7,368,614		8,026,196
OTHER ASSETS		256,868		254,523
TOTAL ASSETS	$	44,593,068	$	49,204,347

See notes to unaudited consolidated financial statements.

F-1

EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED BALANCE SHEETS

September 30, 2023 and December 31, 2022

	September 30,		December 31,
	2023		2022
	(Unaudited)		(Audited)
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	2,910,725	$	2,691,917
Accrued expenses		688,918		1,054,419
Total current liabilities		3,599,643		3,746,336
OPERATIONAL ADVANCES		3,083,363		3,006,107
ASSET RETIREMENT OBLIGATIONS		16,396,047		15,626,385
COMMITMENTS AND CONTINGENCIES
LIMITED PARTNERS' EQUITY, SUBJECT TO REPURCHASE RIGHT
Authorized - 8,000,000 Units
Issued and outstanding - 4,746,686 and 5,243,119 Units		21,214,137		26,486,561
GENERAL PARTNER'S EQUITY		299,878		338,958
Total partners' equity		21,514,015		26,825,519
TOTAL LIABILITIES AND PARTNERS' EQUITY	$	44,593,068	$	49,204,347

See notes to unaudited consolidated financial statements.

F-2

EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three and Nine Months Ended September 30, 2023 and 2022

(Unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2023			2022		2023			2022
REVENUES
Crude oil and natural gas sales	$	1,061,369		$	4,356,868	$	4,183,002		$	10,525,195
Well management and operating		89,569			145,303		328,935			434,049
Other		849			959		2,709			2,774
Total revenues		1,151,787			4,503,130		4,514,646			10,962,018
DIRECT COST OF REVENUES
Production costs		531,157			608,088		1,748,265			1,839,618
Well management and operating		53,644			87,307		197,501			260,846
Depreciation, depletion and amortization		305,514			60,491		879,149			156,058
Accretion expense		306,300			47,600		915,000			148,500
Total direct cost of revenues		1,196,615			803,486		3,739,915			2,405,022
GENERAL AND ADMINISTRATIVE EXPENSE		563,089			512,011		1,719,443			1,604,009
Total cost of revenues		1,759,704			1,315,497		5,459,358			4,009,031
INCOME (LOSS) FROM OPERATIONS		(607,917	)		3,187,633		(944,712	)		6,952,987
OTHER INCOME
Investment income		398,531			154,978		934,030			53,547
Gain (loss) on disposal of property and equipment		9,408			-		29,664			(3,436	)
Other income		481,937			-		481,937			-
Total other income		889,876			154,978		1,445,631			50,111
NET INCOME	$	281,959		$	3,342,611	$	500,919		$	7,003,098
Allocation of Partnership Net Income:
Limited Partners	$	278,146		$	3,300,596	$	494,386		$	6,915,613
General Partner		3,813			42,015		6,533			87,485
Net income	$	281,959		$	3,342,611	$	500,919		$	7,003,098
Net income per Unit	$	0.06		$	0.62	$	0.10		$	1.30

See notes to unaudited consolidated financial statements.

F-3

EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY

Nine Months Ended September 30, 2023 and 2022

(Unaudited)

	2023			2022
PARTNERS' EQUITY - BEGINNING OF PERIOD	$	26,825,519		$	23,318,128
Net income		500,919			7,003,098
Cash distributions ($0.50 per Unit in 2023 and 2022)		(2,655,109	)		(2,700,786	)
Repurchase of Units		(3,348,114	)		(304,599	)
Options exercised		190,800			75,300
PARTNERS' EQUITY - END OF PERIOD	$	21,514,015		$	27,391,141

See notes to unaudited consolidated financial statements.

F-4

EVERFLOW EASTERN PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2023 and 2022

(Unaudited)

	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	500,919		$	7,003,098
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		941,149			216,658
Accretion expense		915,000			148,500
Unrealized loss on investments		52,532			115,894
(Gain) loss on disposal of property and equipment		(29,664	)		3,436
Changes in assets and liabilities:
Production accounts receivable		1,387,291			(985,166	)
Other current assets		(483,537	)		(1,100	)
Other assets		(2,345	)		5,676
Accounts payable		218,808			327,887
Accrued expenses		(452,180	)		(282,640	)
Operational advances		77,256			97,077
Total adjustments		2,624,310			(353,778	)
Net cash provided by operating activities		3,125,229			6,649,320
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments		(856,835	)		(3,157,285	)
Purchase of property and equipment		(351,990	)		(316,228	)
Proceeds from disposal of property and equipment		39,428			11,100
Net cash used in investing activities		(1,169,397	)		(3,462,413	)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions		(2,655,109	)		(2,700,786	)
Repurchase of Units		(3,348,114	)		(304,599	)
Proceeds from options exercised		190,800			75,300
Net cash used in financing activities		(5,812,423	)		(2,930,085	)
NET CHANGE IN CASH AND EQUIVALENTS		(3,856,591	)		256,822
CASH AND EQUIVALENTS - BEGINNING OF PERIOD		13,159,037			12,404,205
CASH AND EQUIVALENTS - END OF PERIOD	$	9,302,446		$	12,661,027

See notes to unaudited consolidated financial statements.

F-5

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 24, 2023.

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 include Everflow Management Corporation ("EMC"), three individuals who are officers and directors of EEI and one individual who is the Chairman of the Board of EEI. 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.

F. Investments – The Company’s investments 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 manages for their anticipated share of future plugging and abandonment costs. As of September 30, 2023 and December 31, 2022, cash and equivalents include $3,083,363 and $3,006,107, respectively, of operational advances. Operational advances held on behalf of employees, including officers, and directors were approximately $890,600 and $875,600 as of September 30, 2023 and December 31, 2022, respectively.

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.

F- 8

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.

I. Revenue Recognition – Revenues from contracts with customers are recognized when performance obligations are satisfied in accordance with contractual terms.

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.

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.

Based on the Company's judgment, the Company's performance obligations have been satisfied and an unconditional right to consideration exists at September 30, 2023 and December 31, 2022; therefore, the Company recognized amounts due from contracts with customers as production accounts receivable within the Company’s consolidated balance sheets at September 30, 2023 and December 31, 2022.

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, 2023 and December 31, 2022.

F- 9

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 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.

K. Other Income – The Coronavirus Aid, Relief and Economic Security Act created the Employee Retention Credit (“ERC”), a refundable payroll tax credit. In July 2023, EEI applied to the Internal Revenue Service for ERC of $481,937 and it is recorded within other current assets and other income at September 30, 2023.

L. 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).

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

F- 10

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Summary of Significant Accounting Policies

M. New Accounting Standards - The Company has reviewed 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.

Note 2. Current Liabilities

The Company’s current liabilities consist of the following on September 30, 2023 and December 31, 2022:

	September 30,		December 31,
	2023		2022
Accounts Payable:
Production and related other	$	2,726,384	$	2,507,707
Other		184,341		184,210
Total accounts payable	$	2,910,725	$	2,691,917
Accrued Expenses:
Payroll and retirement plan contributions	$	453,856	$	709,369
Current portion of asset retirement obligations		208,000		262,000
Federal, state and local taxes		27,062		35,450
Other general and administrative		-		47,600
Total accrued expenses	$	688,918	$	1,054,419

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.

F- 11

EVERFLOW EASTERN PARTNERS, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Partners’ Equity (Continued)

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 2023 Repurchase Right, based upon the December 31, 2022 calculation, was $6.36 per Unit, net of a $0.50 per Unit distribution made in April 2023.

In June 2023, the Company repurchased 526,433 Units pursuant to the Repurchase Right at the price of $6.36 per Unit. In June 2022, the Company repurchased 121,354 Units pursuant to the Repurchase Right at a price of $2.51 per Unit. In June 2021, the Company repurchased 137,455 Units pursuant to the Repurchase Right at a price of $0.36 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. The Company granted 30,000 options to officers and key employees in June 2023, 2022 and 2021, respectively. All options granted were exercised on the same date.

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 4,746,686 outstanding Units following the Company’s repurchase of Units and issuance of options in June 2023. There were no instruments outstanding at September 30, 2023 or 2022 that would potentially dilute net income per Unit.

F- 12

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 a gas purchaser which obligate the gas purchaser 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.

F- 13

 

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 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2023.

Liquidity and Capital Resources

The following table summarizes the Company's financial position at September 30, 2023 and December 31, 2022:

	September 30, 2023					December 31, 2022
	Amount		%			Amount		%
	(Amounts in Thousands)					(Amounts in Thousands)
Working capital	$	33,368		81	%	$	37,177		82	%
Property and equipment (net)		7,368		19			8,026		18
Other		257		-			255		-
Total	$	40,993		100	%	$	45,458		100	%
Long-term liabilities	$	19,479		48	%	$	18,632		41	%
Partners' equity		21,514		52			26,826		59
Total	$	40,993		100	%	$	45,458		100	%

Working capital of $33.4 million as of September 30, 2023 represented a decrease of $3.8 million from December 31, 2022, due primarily to decreases in cash and equivalents and production accounts receivable, offset somewhat by increases in investments and other current assets and a decrease in accrued expenses. The decrease in production accounts receivable is the combined result of lower natural gas and crude oil prices received and a decrease in natural gas volumes produced during the current receivable production period as compared to the prior comparable receivable production period. The decrease in natural gas volumes produced is primarily the result of additional Company operated properties being voluntarily shut-in during the current receivable production period that were otherwise producing during the prior comparable receivable production period. The increase in investments is primarily the result of additional purchases of shares in a mutual fund during the nine month period ended September 30, 2023 that invests primarily in investment grade, short-term fixed and floating rate securities. The increase in other current assets is primarily the result of the Company having applied for the Employee Retention Credit (“ERC”), a refundable payroll tax credit during the nine month period ended September 30, 2023. The decrease in accrued expenses is primarily the result of all payroll and retirement plan contributions accrued at December 31, 2022 being paid during the nine months ended September 30, 2023.

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Partners’ equity of $21.5 million as of September 30, 2023 represented a decrease of $5.3 million from December 31, 2022, due primarily to a Unitholder distribution paid in April 2023 and the repurchase of limited partnership Units related to the 2023 Repurchase Right paid in July 2023.

The Company generally funds its operations with cash generated by operations and/or existing cash and equivalent balances. The Company has had no borrowings in 2023 or 2022 and no principal indebtedness was outstanding as of November 8, 2023. The Company’s cash flow provided by operations before the change in working capital was $2.4 million during the nine months ended September 30, 2023, a decrease of $5.1 million as compared to $7.5 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 increased cash by $723,000 during the nine months ended September 30, 2023. Cash flows provided by operating activities was $3.1 million for the nine months ended September 30, 2023.

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, the repurchase of Units pursuant to the 2024 Repurchase Right, if necessary, and possibly the payment of future cash distributions. The Company used existing cash and equivalents to fund the payment of a Unitholder distribution amounting to approximately $2.7 million in April 2023 and to fund the repurchase of Units related to the 2023 Repurchase Right amounting to approximately $3.3 million in July 2023.

The Company has multiple contracts with a gas purchaser which obligate the gas purchaser 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.

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Results of Operations

The following table and discussion is a review of the results of operations of the Company for the three and nine month periods ended September 30, 2023 and 2022. 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
	Ended September 30,						Ended September 30,
	2023			2022			2023			2022
Revenues:
Crude oil and natural gas sales		92	%		97	%		93	%		96	%
Well management and operating		8			3			7			4
Total revenues		100	%		100	%		100	%		100	%
Expenses:
Production costs		46			14			39			17
Well management and operating		4			2			4			2
Depreciation, depletion and amortization		27			1			20			1
Accretion expense		27			1			20			1
General and administrative expense		49			11			38			15
Total expenses		153	%		29	%		121	%		36	%
Other income:
Investment income		35			3			21			-
Other income		42			-			11			-
Total other income		77	%		3	%		32	%		-	%
Net income		24	%		74	%		11	%		64	%

Revenues for the three month period ended September 30, 2023 decreased $3.4 million, or 74%, as compared to the prior comparable period. Revenues for the nine month period ended September 30, 2023 decreased $6.4 million, or 59%, as compared to the prior comparable period. Both revenue variances were primarily the result of decreases in crude oil and natural gas sales.

Crude oil and natural gas sales decreased $3.3 million, or 76%, during the three month period ended September 30, 2023 as compared to the prior comparable period. Crude oil and natural gas sales decreased $6.3 million, or 60%, during the nine month period ended September 30, 2023 as compared to the prior comparable period. Both decreases were primarily the result of lower average natural gas and crude oil prices received and less natural gas volumes produced during the three and nine month periods ended September 30, 2023 as compared to the prior comparable periods. The decrease in natural gas volumes produced during the three and nine month periods ended September 30, 2023 as compared to the prior comparable periods was primarily the result of Company operated properties being voluntarily shut-in during the three and nine month periods ended September 30, 2023 that were not shut-in during the prior comparable periods.

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Depreciation, depletion and amortization (“DD&A”) increased $245,000, or 405%, during the three month period ended September 30, 2023 as compared to the prior comparable period. DD&A increased $723,000, or 463%, during the nine month period ended September 30, 2023 as compared to the prior comparable period. Both increases are primarily due to lower projected natural gas and crude oil reserves and additional oil and gas properties being depleted during the three and nine month periods ended September 30, 2023 as compared to the prior comparable periods. The decrease in projected natural gas and crude oil reserves is primarily the result of lower benchmark natural gas and crude oil prices indexed throughout the first nine months of 2023 as compared to the benchmark prices indexed throughout the prior comparable period. The lower 2023 benchmark prices project to decrease reserves at December 31, 2023, the next scheduled valuation date, which will decrease the average economic life of the Company’s oil and gas properties as compared to December 31, 2022, the prior valuation date. The effect that lower projected crude oil and natural gas reserves had on DD&A was offset somewhat by less natural gas volumes produced during the three and nine month periods ended September 30, 2023 as compared to prior comparable periods. In addition, the Company recognized $1.3 million of additions to proved properties at December 31, 2022 in association with revisions made to estimates of plugging costs, remaining lives of wells and the inflation rate associated with asset retirement obligations.

Accretion expense increased $259,000, or 544%, during the three month period ended September 30, 2023 as compared to the prior comparable period. Accretion expense increased $767,000, or 516%, during the nine month period ended September 30, 2023 as compared to the prior comparable period. Both increases are primarily due to additional accretion expense associated with the recognition of additional liabilities at December 31, 2022 resulting from revisions made to estimates of plugging costs, remaining lives of wells and the inflation rate associated with asset retirement obligations.

Other income increased $735,000 during the three month period ended September 30, 2023, from $155,000 in the prior comparable period. Other income increased $1.4 million during the nine month period ended September 30, 2023, from $50,000 in the prior comparable period. Both increases were primarily the result of increases in investment income and other income during the three and nine month periods ended September 30, 2023 as compared to the prior comparable periods. The increase in investment income was primarily due higher dividend rates yielded on investments during the three and nine month periods ended September 30, 2023 as compared to prior comparable periods. The increase in other income was due to the ERC refund applied for by the Company during the three and nine month periods ended September 30, 2023.

The Company reported net income of $282,000 and $3.3 million during the three month periods ended September 30, 2023 and 2022, respectively, representing 24% and 74% of total revenues during the three month periods ended September 30, 2023 and 2022, respectively. The Company reported net income of $501,000 and $7.0 million during the nine month periods ended September 30, 2023 and 2022, respectively, representing 11% and 64% of total revenues during the nine month periods ended September 30, 2023 and 2022, respectively. The decreases in net income were primarily the result of a decrease in crude oil and natural gas sales and increases in DD&A and accretion expense, offset somewhat by increases in other income during the three and nine month periods ended September 30, 2023 as compared to the prior comparable periods.

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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, 2022.

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.

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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, 2022, 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.

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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	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	Inline XBRL Taxonomy Definition Linkbase Document
104	Cover page Interactive Data File (formatted as Inline XBRL and combined in Exhibit 101)

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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, 2023	By:	/s/ Michael W. Rathburn
		Michael W. Rathburn
		Vice President, Secretary-Treasurer and
		Principal Financial and Accounting Officer
		(Duly Authorized Officer)

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