1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM_____________ TO __________. Commission File Number 0-19279 EVERFLOW EASTERN PARTNERS, L.P. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 34-1659910 ----------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 585 West Main Street P.O. Box 629 Canfield, Ohio 44406 - ------------------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (330)533-2692 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] There were 6,095,193 Units of limited partnership interest of the Registrant as of May 12, 2000. The Units generally do not have any voting rights, but, in certain circumstances, the Units are entitled to one vote per Unit. Except as otherwise indicated, the information contained in this Report is as of March 31, 2000. 2 EVERFLOW EASTERN PARTNERS, L.P. INDEX DESCRIPTION PAGE NO. ----------- -------- Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets March 31, 2000 and December 31, 1999 F-1 Consolidated Statements of Income Three Months Ended March 31, 2000 and 1999 F-3 Consolidated Statements of Partners' Equity Three Months Ended March 31, 2000 and 1999 F-4 Consolidated Statements of Cash Flows Three Months Ended March 31, 2000 and 1999 F-5 Notes to Unaudited Consolidated Financial Statements F-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 3 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 6 Signature 7 2 3 EVERFLOW EASTERN PARTNERS, L.P. CONSOLIDATED BALANCE SHEETS March 31, 2000 and December 31, 1999 ------------------------------------ March 31, December 31, 2000 1999 (Unaudited) (Audited) ------------- ------------- ASSETS ------ CURRENT ASSETS Cash and equivalents $ 2,154,668 $ 2,684,605 Accounts receivable: Production 1,648,048 2,040,298 Officers and employees 451,993 526,030 Joint venture partners 265,413 474,355 Short-term investments 4,052,071 1,513,273 Other 85,760 88,991 ------------- ------------- Total current assets 8,657,953 7,327,552 PROPERTY AND EQUIPMENT Proved properties (successful efforts accounting method) 110,897,353 110,483,039 Pipeline and support equipment 507,472 507,472 Corporate and other 1,553,397 1,545,233 ------------- ------------- 112,958,222 112,535,744 Less accumulated depreciation, depletion, amortization and write down (66,051,187) (64,521,335) ------------- ------------- 46,907,035 48,014,409 OTHER ASSETS 80,351 81,025 ------------- ------------- $ 55,645,339 $ 55,422,986 ============= ============= See notes to unaudited consolidated financial statements. F-1 4 EVERFLOW EASTERN PARTNERS, L.P. CONSOLIDATED BALANCE SHEETS March 31, 2000 and December 31, 1999 ------------------------------------ March 31, December 31, 2000 1999 (Unaudited) (Audited) ----------- ----------- LIABILITIES AND PARTNERS' EQUITY - -------------------------------- CURRENT LIABILITIES Current portion of long-term debt $ 55,502 $ 54,493 Accounts payable 1,148,674 1,202,605 Accrued expenses 193,388 189,333 ----------- ----------- Total current liabilities 1,397,564 1,446,431 LONG-TERM DEBT, NET OF CURRENT PORTION 623,474 637,796 DEFERRED INCOME TAXES 50,000 50,000 COMMITMENTS AND CONTINGENCIES -- -- LIMITED PARTNERS' EQUITY, SUBJECT TO REPURCHASE RIGHT Authorized - 8,000,000 Units Issued and outstanding - 6,095,193 Units 52,990,958 52,708,525 GENERAL PARTNER'S EQUITY 583,343 580,234 ----------- ----------- Total partners' equity 53,574,301 53,288,759 ----------- ----------- $55,645,339 $55,422,986 =========== =========== See notes to unaudited consolidated financial statements. F-2 5 EVERFLOW EASTERN PARTNERS, L.P. CONSOLIDATED STATEMENTS OF INCOME Three Months Ended March 31, 2000 and 1999 ------------------------------------------ (Unaudited) 2000 1999 ----------- ----------- REVENUES Oil and gas sales $ 4,451,767 $ 4,085,041 Well management and operating 132,368 134,224 Other 696 904 ----------- ----------- 4,584,831 4,220,169 DIRECT COST OF REVENUES Production costs 835,202 592,797 Well management and operating 33,544 71,188 Depreciation, depletion and amortization 1,516,833 1,485,808 Abandonment and write down of oil and gas properties 75,000 25,000 ----------- ----------- Total direct cost of revenues 2,460,579 2,174,793 GENERAL AND ADMINISTRATIVE EXPENSE 341,724 591,596 ----------- ----------- Total cost of revenues 2,802,303 2,766,389 ----------- ----------- INCOME FROM OPERATIONS 1,782,528 1,453,780 OTHER INCOME (EXPENSE) Interest income 57,733 36,317 Interest expense (14,145) (46,469) ----------- ----------- 43,588 (10,152) ----------- ----------- INCOME BEFORE INCOME TAXES 1,826,116 1,443,628 PROVISION FOR INCOME TAXES Current -- -- Deferred -- -- ----------- ----------- -- -- ----------- ----------- NET INCOME $ 1,826,116 $ 1,443,628 =========== =========== Allocation of Partnership Net Income Limited Partners 1,806,232 1,428,104 General Partner 19,884 15,524 ----------- ----------- $ 1,826,116 $ 1,443,628 =========== =========== Net income per unit $ .30 $ .23 =========== =========== See notes to unaudited consolidated financial statements. F-3 6 EVERFLOW EASTERN PARTNERS, L.P. CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY Three Months Ended March 31, 2000 and 1999 ------------------------------------------ (Unaudited) 2000 1999 ------------ ------------ PARTNERS' EQUITY - JANUARY 1 $ 53,288,759 $ 52,171,076 Net income 1,826,116 1,443,628 Cash distributions (1,540,574) (779,954) ------------ ------------ PARTNERS' EQUITY - MARCH 31 $ 53,574,301 $ 52,834,750 ============ ============ See notes to unaudited consolidated financial statements. F-4 7 EVERFLOW EASTERN PARTNERS, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2000 and 1999 ------------------------------------------ (Unaudited) 2000 1999 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,826,116 $ 1,443,628 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 1,529,852 1,500,920 Abandonment and write down of oil and gas properties 75,000 25,000 Changes in assets and liabilities: Accounts receivable 601,192 495,398 Short-term investments (2,538,798) (29,092) Other current assets 3,231 (33,681) Other assets 674 674 Accounts payable (53,931) (359,586) Accrued expenses 4,055 (347,237) ----------- ----------- Total adjustments (378,725) 1,252,396 ----------- ----------- Net cash provided by operating activities 1,447,391 2,696,024 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds received on receivables from officers and employees 112,269 212,554 Advances disbursed to officers and employees (38,232) (50,433) Purchase of property and equipment (497,478) (1,804,981) ----------- ----------- Net cash used by investing activities (423,441) (1,642,860) CASH FLOWS FROM FINANCING ACTIVITIES Distributions (1,540,574) (779,954) Proceeds from issuance of debt, including revolver activity -- 1,000,000 Payments on debt, including revolver activity (13,313) (1,106,180) ----------- ----------- Net cash used by financing activities (1,553,887) (886,134) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (529,937) 167,030 CASH AND EQUIVALENTS AT BEGINNING OF YEAR 2,684,605 294,518 ----------- ----------- CASH AND EQUIVALENTS AT END OF FIRST QUARTER $ 2,154,668 $ 461,548 =========== =========== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 13,391 $ 35,540 Income taxes -- -- See notes to unaudited consolidated financial statements. F-5 8 EVERFLOW EASTERN PARTNERS, L.P. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Note 1. Organization and Summary of Significant Accounting Policies A. Interim Financial Statements - The interim consolidated financial statements included herein have been prepared by the management of Everflow Eastern Partners, L.P., without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations have been made. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto which are incorporated in Everflow Eastern Partners, L.P.'s report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2000. The results of operations for the interim periods may not necessarily be indicative of the results to be expected for the full year. B. Organization - Everflow Eastern Partners, L.P. ("Everflow") is a Delaware limited partnership which was organized in September 1990 to engage in the business of oil and gas exploration and development. Everflow was formed to consolidate the business and oil and gas properties of Everflow Eastern, Inc. ("EEI") and Subsidiaries and the oil and gas properties owned by certain limited partnership and working interest programs managed or sponsored by EEI ("EEI Programs" or "the Programs"). F-6 9 EVERFLOW EASTERN PARTNERS, L.P. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 1. Organization and Summary of Significant Accounting Policies (Continued) B. Organization (Continued) Everflow Management Limited, LLC, an Ohio limited liability company, is the general partner of Everflow. Everflow Management Limited, LLC is authorized, in general, to perform all acts necessary or desirable to carry out the purposes and conduct of the business of Everflow. The members of Everflow Management Limited, LLC are Everflow Management Corporation ("EMC"), two individuals who are Officers and Directors of EEI, and Sykes Associates, a limited partnership controlled by Robert F. Sykes, the Chairman of the Board of EEI. EMC is an Ohio corporation formed in September 1990 and is the managing member of Everflow Management Limited, LLC. C. Principles of Consolidation - The consolidated financial statements include the accounts of Everflow, EEI and EEI's wholly owned subsidiaries, and investments in oil and gas drilling and income partnerships (collectively, "the Company") which are accounted for under the proportional consolidation method. All significant accounts and transactions between the consolidated entities have been eliminated. D. Allocation of Income and Per Unit Data - Under the terms of the limited partnership agreement, initially, 99% of revenues and costs were allocated to the Unitholders (the limited partners) and 1% of revenues and costs were allocated to the General Partner. Such allocation has changed and will change in the future due to Unitholders electing to exercise the Repurchase Right (see Note 4). Earnings per limited partner Unit have been computed based on the weighted average number of Units outstanding, during the period for each period presented. Average outstanding Units for earnings per Unit calculations amounted to 6,095,193 and 6,172,537 for the three months ended March 31, 2000 and 1999, respectively. E. New Accounting Standards - In June 1998, SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," was issued. SFAS 133 establishes accounting and reporting standards for derivative instruments and hedging activities. SFAS 133, as amended F-7 10 EVERFLOW EASTERN PARTNERS, L.P. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 1. Organization and Summary of Significant Accounting Policies (Continued) E. New Accounting Standards (Continued) by SFAS 137, is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. The effect of adoption of the standard is expected to have no material effect on the Company's financial statements. Note 2. Short-Term Investments Short-term investments consist of marketable corporate debt securities which are classified as trading. The fair values of the investments approximate cost. Note 3. Credit Facilities and Long-Term Debt In May 1999, the Company entered into an agreement that replaced its prior credit agreement. The agreement provides for a revolving line of credit in the amount of $7,000,000, all of which is available. The revolving line of credit provides for interest payable quarterly at LIBOR plus 175 basis points with the principal due at maturity, May 31, 2001. The Company anticipates renewing the facility every other year to minimize debt origination, carrying and interest costs associated with long-term bank commitments. Borrowings under the facility are unsecured; however, the Company has agreed, if requested by the bank, to execute any supplements to the agreement including security and mortgage agreements on the Company's assets. The agreement contains restrictive covenants requiring the Company to maintain the following: (i) loan balance not to exceed the borrowing base of $7,000,000; (ii) tangible net worth of at least $40,000,000; and (iii) a total debt to tangible net worth ratio of not more than 0.5 to 1.0. In addition, there are restrictions on mergers, sales and acquisitions, the incurrence of additional debt and the pledge or mortgage of the Company's assets. The Company purchased a building and funded its cost, including improvements, in part, through mortgage notes. The notes have an aggregate balance of $678,976 and $692,289 at March 31, 2000 and December 31, 1999, respectively, and at March 31, 2000 bear interest at fixed (converting in certain subsequent years to variable) rates ranging from 6.51% - 8.41% and a weighted average rate of 7.34%. The notes at March 31, 2000 require aggregate payments of principal and interest of $8,637 per month. F-8 11 EVERFLOW EASTERN PARTNERS, L.P. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 3. Credit Facilities and Long-Term Debt (Continued) The Company is exposed to market risk from changes in interest rates since it, at times, funds its operations through long-term and short-term borrowings. The Company's primary interest rate risk exposure results from floating rate debt with respect to the Company's revolving credit. Note 4. Partners' Equity Units represent limited partnership interests in Everflow. The Units are transferable subject only to the approval of any transfer by Everflow Management Limited, LLC and to the laws governing the transfer of securities. The Units are not listed for trading on any securities exchange nor are they quoted in the automated quotation system of a registered securities association. However, Unitholders have an opportunity to require Everflow to repurchase their Units pursuant to the Repurchase Right. Under the terms of the limited partnership agreement, initially, 99% of revenues and costs are allocated to the Unitholders (the limited partners) and 1% of revenues and costs are allocated to the General Partner. Such allocation has changed and will change in the future due to Unitholders electing to exercise the Repurchase Right. The partnership agreement provides that Everflow will repurchase for cash up to 10% of the then outstanding Units, to the extent Unitholders offer Units to Everflow for repurchase pursuant to the Repurchase Right. The Repurchase Right entitles any Unitholder, between May 1 and June 30 of each year, to notify Everflow that he elects to exercise the Repurchase Right and have Everflow acquire certain or all of his Units. The price to be paid for any such Units is calculated based upon the audited financial statements of the Company as of December 31 of the year prior to the year in which the Repurchase Right is to be effective and independently prepared reserve reports. The price per Unit equals 66% of the adjusted book value of the Company allocable to the Units, divided by the number of Units outstanding at the beginning of the year in which the applicable Repurchase Right is to be effective less all Interim Cash Distributions received by a Unitholder. The adjusted book value is calculated by adding partners' equity, the Standardized Measure of Discounted Future Net Cash Flows and the tax effect included in the Standardized Measure and subtracting from that sum the carrying value of oil and gas properties (net of undeveloped lease costs). If F-9 12 EVERFLOW EASTERN PARTNERS, L.P. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 4. Partners' Equity (Continued) more than 10% of the then outstanding Units are tendered during any period during which the Repurchase Right is to be effective, the Investors' Units tendered shall be prorated for purposes of calculating the actual number of Units to be acquired during any such period. The price associated with the Repurchase Right, based upon the December 31, 1999 calculation, is $6.11 per Unit, net of the distributions ($.625 per Unit in total) made in January and April 2000. Units repurchased pursuant to the Repurchase Right for each of the last five years are as follows: Calculated Units Price for Less # of Out-standing Repurchase Premium Interim Net Units Following Year Right Offered Distributions Price Paid Repurchased Repurchase ---- ---------- ------- ------------- ---------- ----------- ---------- 1995 $4.72 $.28 $.375 $4.625 81,522 6,433,044 1996 $4.48 $.27 $.250 $4.500 53,103 6,379,941 1997 $5.46 $ - $.250 $5.210 172,290 6,207,651 1998 $5.24 $ - $.250 $4.990 35,114 6,172,537 1999 $6.16 $ - $.375 $5.790 77,344 6,095,193 Note 5. Commitments and Contingencies Everflow paid a quarterly dividend in April 2000 of $.375 per Unit to Unitholders of record on March 31, 2000. The distribution amounted to approximately $2,310,000. EEI is the general partner in certain oil and gas partnerships. As general partner, EEI shares in unlimited liability to third parties with respect to the operations of the partnerships and may be liable to limited partners for losses attributable to breach of fiduciary obligations. The Company operates exclusively in the United States, almost entirely in Ohio and Pennsylvania, in the exploration, development and production of oil and gas. The Company operates in an environment with many financial risks, including, but not limited to, the ability to acquire additional economically recoverable oil and gas reserves, the inherent risks of the search for, F-10 13 EVERFLOW EASTERN PARTNERS, L.P. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 5. Commitments and Contingencies (Continued) development of and production of oil and gas, the ability to sell oil and gas at prices which will provide attractive rates of return, the volatility and seasonality of oil and gas production and prices, and the highly competitive nature of the industry and worldwide economic conditions. The Company's ability to expand its reserve base and diversify its operations is also dependent upon the Company's ability to obtain the necessary capital through operating cash flow, additional borrowings or additional equity funds. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the proposed business activities of the Company. The Company cannot predict what effect, if any, current and future regulations may have on the operations of the Company. F-11 14 Part I: Financial Information Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The following table summarizes the Company's financial position at March 31, 2000 and December 31, 1999: March 31, 2000 December 31, 1999 -------------------- -------------------- (Amounts in Thousands) Amount % Amount % ------ --- ------ --- Working capital $ 7,260 13% $ 5,881 11% Property and equipment (net) 46,907 87 48,015 89 Other 80 -- 81 -- ------- ------- ------- ------- Total $54,247 100% $53,977 100% ======= ======= ======= ======= Long-term debt $ 623 1% 638 1% Deferred income taxes 50 -- 50 -- Partners' equity 53,574 99 53,289 99 ------- ------- ------- ------- Total $54,247 100% $53,977 100% ======= ======= ======= ======= Working capital surplus of $7.3 million as of March 31, 2000 represented an increase of $1.4 million from December 31, 1999 due primarily to an increase in short-term investments. The increase was partially offset by a reduction in accounts receivable. In May 1999, the Company modified its revolving credit facility. The facility provides for a revolving line of credit in the amount of $7.0 million, all of which is available. The revolving line of credit provides for interest payable quarterly at LIBOR plus 175 basis points with principal due at maturity, May 31, 2001. The Company anticipates renewing the facility every other year to minimize debt origination, carrying and interest costs associated with long-term bank commitments. Management of the Company believes this revolving credit facility is sufficient to allow the Company to continue to fund the development of oil and gas properties, repurchase Units pursuant to the Repurchase Right and make quarterly Cash Distributions. The Company's cash flow from operations before the change in working capital increased $461 thousand, or 16%, during the three months ended March 31, 2000 as compared to the same period in 1999. Changes in working capital other than cash and cash equivalents decreased cash by $2.0 million during the three months ended March 31, 2000. The increase in short-term investments of $2.5 million at March 31, 2000 compared to 3 15 December 31, 1999 is primarily the result of higher investments in marketable corporate debt securities at March 31, 2000. Cash flows provided by operating activities was $1.4 million for the three months ended March 31, 2000. Cash was primarily used to purchase property and equipment and pay a quarterly distribution. Borrowings for operations may be required during the summer months due to the seasonal nature of the gas purchase agreements with The East Ohio Gas Company entered into beginning in 1991. Seasonal price reductions and production restrictions during the summer months reduce operating revenues and consequently cash flows from operations during such periods. In the fall of 1999, the Company received a decrease in the price received for natural gas pursuant to the pricing adjustments contained in the Company's Intermediate Term Adjustable Price Gas Purchase Agreements with The East Ohio Gas Company. The Company anticipates these pricing adjustments should decrease cash flow from gas production during 2000, assuming similar production levels. Recent oil prices have increased and will increase the Company's cash flows from oil production should pricing remain at such levels. Management of the Company has explored the possible sale of the Company. Although management may, from time to time, continue to engage in discussions concerning a potential sale, management does not intend to pursue actively a sale of the Company at the present time. Management will continue to evaluate this and other alternatives in attempting to maximize Unitholder value. 4 16 RESULTS OF OPERATIONS The following table and discussion is a review of the results of operations of the Company for the three months ended March 31, 2000 and 1999. All items in the table are calculated as a percentage of total revenues. This table should be read in conjunction with the discussions of each item below: Three Months Ended March 31, ---------------------- 2000 1999 ---- ---- Revenues: Oil and gas sales 97% 97% Well management and operating 3 3 ----- ---- Total Revenues 100 100 Expenses: Production costs 18 14 Well management and operating 1 2 Depreciation, depletion and amortization 33 35 Abandonment and write down of oil and gas properties 2 1 General and administrative 7 14 Other (1) - ---- ---- Total Expenses 60 66 ----- ---- Net income 40% 34% ===== ==== Revenues for the three months ended March 31, 2000 increased $365 thousand, or 9%, compared to the same period in 1999. This increase was due to an increase in oil and gas sales during the first three months of 2000, as compared to the same period in 1999. Oil and gas sales increased $367 thousand, or 9%, during the three months ended March 31, 2000 compared to the same period in 1999. Higher gas production volumes and oil prices during the first quarter of 2000 were responsible for this increase compared to this same period in 1999. Production costs increased $242 thousand, or 41%, during the three months ended March 31, 2000 compared to the same period in 1999. Additional producing properties, production volumes and increased costs were responsible for this increase between 1999 and 2000. Well management and operating costs decreased $38 thousand, or 53%, during the three months ended March 31, 2000 compared to the same period in 1999. Purchased oil and 5 17 gas property interests from investors in Company operated properties was primarily responsible for this decrease in 2000. Depreciation, depletion and amortization increased $31 thousand, or 2%, during the three months ended March 31, 2000 compared to the same period in 1999. The increase in depreciation, depletion and amortization is the result of increased production from producing oil and gas properties. General and administrative expenses decreased $250 thousand, or 42%, during the first quarter of 2000 compared to the first quarter of 1999. The primary reason for this decrease is due to reduced personnel costs resulting from the Company's decision to decrease its level of activity in the development of oil and gas properties. This decrease was also the result of higher professional fees and associated costs involved with exploring the possible sale of the Company during the first quarter of 1999. The Company reported net income of $1.8 million, an increase of $382 thousand, or 26%, during the three months ended March 31, 2000 compared to the same period in 1999. The increase in oil and gas sales was primarily responsible for this increase in net income. Although production costs increased significantly, lower general and administrative expense more than offset the increase. Net income represented 40% and 34% of total revenue during the three months ended March 31, 2000 and 1999, respectively. Except for historical financial information contained in this Form 10-Q, the statements made in this report are forward-looking statements. Factors that may cause actual results to differ materially from those in the forward looking statement include price adjustments pursuant to the Company's Intermediate Term Adjustable Price Gas Purchase Agreements with The East Ohio Gas Company, price fluctuations in the natural gas and crude oil markets in the Appalachian Basin, the weather in the Northeast Ohio area, the number of Units tendered pursuant to the Repurchase Right and the ability to locate economically productive oil and gas prospects for development by the Company. Part II. Other Information Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) No reports on Form 8-K were filed with the Commission during the Company's first quarter. 6 18 SIGNATURE Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EVERFLOW EASTERN PARTNERS, L.P. By: EVERFLOW MANAGEMENT LIMITED, LLC General Partner By: EVERFLOW MANAGEMENT CORPORATION Managing Member May 12, 2000 By: /s/William A. Siskovic ------------------------ William A. Siskovic Vice President and Principal Financial and Accounting Officer (Duly Authorized Officer) 7