-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nsk7oD+trC03Ho0oTQPED3IUQXhlx9/RWG+h2Ve6XbJ+0hpbYO8Mt5mcCRa92vP5 hV0Ev7vE82WMApKD6zdIgg== 0000765946-97-000002.txt : 19970314 0000765946-97-000002.hdr.sgml : 19970314 ACCESSION NUMBER: 0000765946-97-000002 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970313 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAY LIMITED PARTNERSHIP 1984-3 CENTRAL INDEX KEY: 0000765946 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 751994682 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 002-89194-04 FILM NUMBER: 97556036 BUSINESS ADDRESS: STREET 1: 4582 S ULSTER ST PKWY STE 1700 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3038507373 10-K405 1 MAY LIMITED PARTNERSHIP 1984-3 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K MARK ONE |X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year Ended December 31, 1996 |_| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 2-89194 MAY DRILLING PARTNERSHIP 1984-3 MAY LIMITED PARTNERSHIP 1984-3 (Exact name of registrant as specified in its charter) 75-1994687 Texas 75-1994682 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 4582 South Ulster Street Parkway Suite 1700 Denver, Colorado 80237 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 850-7373 Securities Registered Pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered None None Securities Registered Pursuant to Section 12(g) of the Act: Units of Participation, $1,000 Per Unit (Title of Class) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| Page 1 of 23 DOCUMENTS INCORPORATED BY REFERENCE: Part of Form 10-K into Document which it is incorporated The General Partnership Agreement and the Limited Partnership Agreement filed as an Exhibit to Registration Statement No. 2-89194 Part IV -2- PART I ITEM 1 - BUSINESS May Drilling Partnership 1984-3 (the "Drilling or General Partnership") and May Limited Partnership 1984-3 (the "Limited Partnership") were organized by May Petroleum Inc. ("May") to explore for and develop oil and gas reserves primarily in Texas, Oklahoma and Louisiana. Funds received from the sale and production of oil and gas reserves are used to pay the obligations of the Limited Partnership. Funds not required by the Limited Partnership as working capital are distributed to the participants in the Drilling Partnership and the general partner. The general partner of the Limited Partnership is EDP Operating, Ltd., which is one of the operating partnerships for Hallwood Energy Partners, L. P. ("HEP"). The Drilling Partnership is the sole limited partner of the Limited Partnership. The Limited Partnership does not have any subsidiaries, nor does it engage in any other kind of business. The Limited Partnership has no employees and is operated by Hallwood Petroleum, Inc. ("HPI"), a subsidiary of HEP. In February 1997, HPI employed 127 full-time employees. Pursuant to the terms of the general partnership agreement and the limited partnership agreement, HEP is obligated, from time to time, to contribute certain amounts, in property, cash or unreimbursed services, to the Limited Partnership. As of December 31, 1996, all such required contributions had been accrued. Participation in Expenses and Revenues The principal expenses and revenues of the Limited Partnership are shared by the general partner and the Drilling Partnership as shown in the following table. The charges and credits to participants in the Drilling Partnership are shared among the participants in proportion to their ownership of units of participation.
Drilling General Partnership Partner Abandonment expenses (1) 99% 1% Noncapital expenses 99% 1% Direct expenses 99% 1% Lease acquisition expenses 100% Capital expenses 100% Oil and gas revenues (2) (2) Operating expenses (2) (2) Special projects (2) (2) General and administrative overhead (2) (2)
(1) Includes expenses that would otherwise be allocated as lease acquisition expenses and/or capital expenses but that relate to abandoned properties. (2) Such items were shared 70% by the Drilling Partnership and 30% by the general partner until December 31, 1984. As of December 31, 1984, and as of December 31 of each year thereafter, the sharing of such items is adjusted so the general partner's allocation equals the percentage that the amount of Limited Partnership expenses allocated to the general partner bears to the aggregate amount of Limited Partnership expenses allocated to the general partner and the Drilling Partnership, plus 15 percentage points, but in no event will the general partner's allocation exceed 50%. The sharing ratio for each of the last three years was: -3-
1996 1995 1994 ------ ------ ----- Limited Partner 66.4% 66.7% 66.9% General Partner 33.6% 33.3% 33.1%
In 1997, the sharing ratio will be 66.1% to the limited partner and 33.9% to the general partner. To the extent that the characterization of any expense of the Limited Partnership depends on its deductibility for federal income tax purposes, the proper characterization is determined by the general partner (according to its intended characterization on the Limited Partnership's federal income tax return) in good faith at the time the expense is to be charged or credited. Such characterization will control related charges and credits to the partners regardless of any subsequent determination by the Internal Revenue Service or a court of law that the reported expenses should be otherwise characterized for tax purposes. Competition Oil and gas must compete with coal, atomic energy, hydro-electric power and other forms of energy. See also "Marketing" for a discussion of the market structure for oil and gas sales. Regulation Production and sale of oil and gas is subject to federal and state governmental regulations in a variety of ways including environmental regulations, labor law, interstate sales, excise taxes and federal, state and Indian lands royalty payments. Failure to comply with these regulations may result in fines, cancellation of licenses to do business and cancellation of federal, state or Indian leases. The production of oil and gas is subject to regulation by the state regulatory agencies in the states in which the Limited Partnership does business. These agencies make and enforce regulations to prevent waste of oil and gas and to protect the rights of owners to produce oil and gas from a common reservoir. The regulatory agencies regulate the amount of oil and gas produced by assigning allowable production rates to wells capable of producing oil and gas. Federal Income Tax Considerations The Limited Partnership and the General Partnership are partnerships for federal income tax purposes. Consequently, they are not taxable entities; rather, all income, gains, losses, deductions and credits are passed through and taken into account by the partners on their individual federal income tax returns. In general, distributions are not subject to tax so long as such distributions do not exceed the partner's adjusted tax basis. Any distributions in excess of the partner's adjusted tax basis are taxed generally as capital gains. Marketing The oil and gas produced from the properties owned by the Limited Partnership has typically been marketed through normal channels for such products. Oil has generally been sold to purchasers at field prices posted by the principal purchasers of crude oil in the areas where the producing properties are located. The majority of the Limited Partnership's gas production is sold on the spot market and is transported in intrastate and interstate pipelines. Both oil and natural gas are purchased by refineries, major oil companies, public utilities and other users and processors of petroleum products. -4- Factors which, if they were to occur, might adversely affect the Limited Partnership include decreases in oil and gas prices, the availability of a market for production, rising operational costs of producing oil and gas, compliance with and changes in environmental control statutes and increasing costs and difficulties of transportation. Significant Customers For the years ended December 31, 1996, 1995 and 1994, purchases by each of the following companies exceeded 10% of the total oil and gas revenues of the Limited Partnership.
1996 1995 1994 ------ ------ ----- Conoco Inc. 56% 72% 60% TXG Gas Marketing 30% Koch Oil Company 20%
Although the Limited Partnership sells the majority of its production to a small number of purchasers, there are numerous other purchasers in the area, so the loss of any significant customer would not adversely affect the Limited Partnership's operations. Environmental Considerations The exploration for, and development of, oil and gas involve the extraction, production and transportation of materials which, under certain conditions, can be hazardous or can cause environmental pollution problems. In light of the present general interest in environmental problems, the general partner cannot predict what effect possible future public or private action may have on the business of the Limited Partnership. The general partner is continually taking actions it believes necessary in its operations to ensure conformity with applicable federal, state and local environmental regulations and does not presently anticipate that the compliance with federal, state and local environmental regulations will have a material adverse effect upon capital expenditures, earnings or the competitive position of the Limited Partnership in the oil and gas industry. Insurance Coverage The Limited Partnership is subject to all the risks inherent in the exploration for, and development of, oil and gas, including blowouts, fires and other casualties. The Limited Partnership maintains insurance coverage as is customary for entities of a similar size engaged in operations similar to the Limited Partnership's, but losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. The occurrence of an event which is not insured or not fully insured could have an adverse impact upon the Limited Partnership's earnings and financial position. ITEM 2 - PROPERTIES The Limited Partnership's oil and gas reserves are concentrated in one prospect in south Louisiana. Natural gas accounts for 67% of estimated future gross revenues in the Limited Partnership's reserve report as of December 31, 1996. Significant Prospect At December 31, 1996, the following prospect accounted for all of the Limited Partnership's proved oil and gas reserves. Reserve quantities were obtained from the December 31, 1996 reserve report prepared by HPI's petroleum engineers. -5- Montet Prospect. The Montet prospect is located in Lafayette Parish, Louisiana. The Limited Partnership's interest in the prospect contains one productive well (the Freddie Aker) and has estimated remaining net proved reserves of 37,000 bbls of oil and 395,000 mcf of gas as of December 31, 1996. The Limited Partnership's working interest in this well is 15%. The prospect produces from one zone, the Bol Mex 3 formation at 15,275 feet. ITEM 3 - LEGAL PROCEEDINGS For a description of legal proceedings affecting The Limited Partnership, please refer to Item 8--Note 4. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS No matter was submitted to a vote of participants during the fourth quarter of 1996. PART II ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS a) The registrant's securities consist of partnership interests which are not traded on any exchange and for which no established public trading market exists. b) As of December 31, 1996, there were approximately 531 holders of record of partnership interests in the Drilling Partnership. c) Distributions paid by the Limited Partnership were as follows (in thousands): General Limited Partner Partner 1996 $638 $1,202 1995 407 758 1994 523 991 ITEM 6 - SELECTED FINANCIAL DATA
For the Limited Partnership As of or for the Year Ended December 31, ----------------------------------------- 1996 1995 1994 1993 1992 ------ ------ ------ ------ ----- (In thousands) Total revenues $2,301 $1,338 $1,657 $1,271 $1,941 Oil and gas revenues 2,286 1,323 1,646 1,261 1,932 Net income 2,063 1,139 1,462 1,065 1,577 Working capital 913 654 650 673 1,224 Total assets 925 670 664 688 1,272 Partners' capital 913 654 650 673 1,257
-6- ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources Material changes in the Limited Partnership's cash position for the years ended December 31, 1996 and 1995 are summarized as follows:
1996 1995 ------ ----- (In thousands) Cash provided by operating activities $ 1,939 $ 1,108 Distributions to partners (1,840) (1,165) Contributions from partners 30 29 Additions to oil and gas properties (12) (3) -------- -------- Increase (decrease) in cash $ 117 $ (31) ------- =======
Cash provided by operating activities in 1996 was used primarily for distributions to partners. Future distributions depend on, among other things, continuation of current or higher oil and gas prices and markets for production. The Limited Partnership has net working capital of $913,000 at December 31, 1996. This working capital, together with cash flows generated from operations, may be used to fund future distributions. Proved reserves and discounted future net revenues valued at year-end prices (discounted at 10% and before general and administrative expenses) attributable to proved reserves were estimated at 37,000 bbls and 395,000 mcf valued at $2,457,000 in 1996 and 39,000 bbls and 383,000 mcf valued at $1,423,000 in 1995. The Partnership's oil and gas reserves were revised upward during 1996 based upon the continued performance of the Freddie Aker well. Results of Operations 1996 Compared to 1995 Oil Revenue Oil revenue increased $243,000 during 1996 as compared with 1995. The increase is comprised of a 15% increase in production, combined with an increase in the average price from $17.67 per barrel in 1995 to $21.40 per barrel in 1996. The increase in production from 35,169 barrels in 1995 to 40,359 barrels in 1996 is primarily due to increased state allowable production limits partially offset by normal production declines. Gas Revenue Gas revenue increased $720,000 during 1996 as compared with 1995. The increase is due to an increase in the average gas price from $1.98 per mcf during 1995 to $3.15 per mcf during 1996 combined with a 28% increase in production. The increase in production from 353,904 mcf in 1995 to 451,691 mcf in 1996 is due to increased state allowable production limits partially offset by normal production declines. Lease Operating Lease operating expense increased $9,000 during 1996 as compared with 1995 primarily due to increased maintenance activity during 1996. -7- Production Taxes Production taxes increased $38,000 during 1996 as compared with 1995 as a result of increased oil and gas production during 1996 as discussed above. General and Administrative General and administrative expenses decreased $9,000 during 1996 as compared with 1995 primarily due to a decrease in the allocation of overhead from the general partner. Depletion Depletion expense increased $9,000 during 1996 as compared with 1995 due to an increase in capitalized costs during 1996. 1995 Compared to 1994 Oil Revenue Oil revenue decreased $37,000 during 1995 as compared with 1994. The decrease is comprised of a 14% decrease in production, partially offset by an increase in the average price from $16.18 per barrel in 1994 to $17.67 per barrel in 1995. The decrease in production from 40,675 barrels in 1994 to 35,169 barrels in 1995 is primarily due to decreased state allowable production limits combined with normal production declines. Gas Revenue Gas revenue decreased $286,000 during 1995 as compared with 1994. The decrease is due to a decrease in the average gas price from $2.27 per mcf during 1994 to $1.98 per mcf during 1995 combined with a 19% decrease in production. The decrease in production from 435,640 mcf in 1994 to 353,904 mcf in 1995 is due to decreased state allowable production limits as well as normal production declines. Lease Operating Lease operating expense increased $3,000 during 1995 as compared with 1994 primarily due to increased maintenance activity during 1995. Production Taxes Production taxes decreased $9,000 during 1995 as compared with 1994 as a result of decreased oil and gas revenue during 1995. General and Administrative General and administrative expenses increased $2,000 during 1995 as compared with 1994 primarily due to an increase in the allocation of overhead from the general partner. Depletion Depletion expense increased $3,000 during 1995 as compared with 1994 due to an increase in capitalized costs during 1995. -8- Litigation Settlement Litigation settlement expense during 1995 represents the costs of a lawsuit settlement which is further discussed in Item 8 - Note 4 of this Form 10-K. -9- ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS Page FINANCIAL STATEMENTS: Independent Auditors' Report 11 Balance Sheets at December 31, 1996 and 1995 - May Drilling Partnership 1984-3 12 Balance Sheets at December 31, 1996 and 1995 - May Limited Partnership 1984-3 13 Statements of Operations for the Years Ended December 31, 1996, 1995 and 1994 - May Limited Partnership 1984-3 14 Statements of Changes in Partners' Capital for the Years Ended December 31, 1996, 1995 and 1994 - May Limited Partnership 1984-3 15 Statements of Cash Flows for the Years Ended December 31, 1996, 1995 and 1994 - May Limited Partnership 1984-3 16 Notes to Financial Statements - May Drilling Partnership 1984-3 and May Limited Partnership 1984-3 17-20 SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED) 21
-10- INDEPENDENT AUDITORS' REPORT To the Partners of May Drilling Partnership 1984-3 and May Limited Partnership 1984-3: We have audited the financial statements of May Drilling Partnership 1984-3 ("General Partnership") and May Limited Partnership 1984-3 ("Limited Partnership") as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996, listed in the accompanying index at Item 8. These financial statements are the responsibility of the Partnerships' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of the General Partnership and the Limited Partnership at December 31, 1996 and 1995, and the results of operations and cash flows of the Limited Partnership for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP Denver, Colorado February 28, 1997 -11-
MAY DRILLING PARTNERSHIP 1984-3 BALANCE SHEETS (In thousands) December 31, December 31, 1996 1995 ASSETS Investment in May Limited Partnership 1984-3 $482 $317 === === PARTNERS' CAPITAL Partners' Capital $482 $317 === === Note: The statements of operations, changes in partners' capital and cash flows for May Drilling Partnership 1984-3 are not presented because such information is equal to the Limited Partners' share of such activity as presented in the May Limited Partnership 1984-3 financial statements. The May Drilling Partnership carries its investment in May Limited Partnership 1984-3 on the equity method. The May Limited Partnership 1984-3 financial statements should be read in conjunction with this balance sheet. The accompanying notes are an integral part of the financial statements.
-12-
MAY LIMITED PARTNERSHIP 1984-3 BALANCE SHEETS (In thousands) December 31, December 31, 1996 1995 ASSETS CURRENT ASSETS Cash and cash equivalents $ 390 $ 273 Accrued oil and gas revenues 367 281 Due from affiliate 132 86 Contributions receivable from general partner 36 30 ------- ------ Total 925 670 ------ ------ OIL AND GAS PROPERTIES, using the full cost method of accounting 7,641 7,629 Less accumulated depletion (7,641) (7,629) ------ ------ Net oil and gas properties TOTAL ASSETS $ 925 $ 670 ======= ====== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES Accounts payable and accrued liabilities $ 12 $ 16 -------- ------ PARTNERS' CAPITAL General Partner 431 337 Limited Partner 482 317 ------- ------ Total 913 654 ------- ------ TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 925 $ 670 ======= ====== The accompanying notes are an integral part of the financial statements. -13-
MAY LIMITED PARTNERSHIP 1984-3 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (In thousands, except for Units) 1996 1995 1994 ------ ------ ----- REVENUES Oil revenue $ 864 $ 621 $ 658 Gas revenue 1,422 702 988 Interest income 15 15 11 -------- ------- -------- Total 2,301 1,338 1,657 ------ ------ ------ COSTS AND EXPENSES Lease operating 38 29 26 Production taxes 143 105 114 General and administrative 36 45 43 Depletion 12 3 Litigation settlement 8 Professional services and other 9 9 12 -------- -------- -------- Total 238 199 195 ------- ------- ------- NET INCOME $ 2,063 $ 1,139 $ 1,462 ====== ====== ====== ALLOCATION OF NET INCOME: General Partner $ 696 $ 382 $ 486 ======= ======= ======= Limited Partner $ 1,367 $ 757 $ 976 ====== ======= ======= Per initial $1,000 Limited Partner investment $207.15 $114.71 $147.90 ====== ====== ====== Weighted average initial $1,000 Limited Partner investment units outstanding 6,599 6,599 6,599 ====== ====== ======= The accompanying notes are an integral part of the financial statements.
-14-
MAY LIMITED PARTNERSHIP 1984-3 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (In thousands) General Limited Partner Partner Total BALANCE, December 31, 1993 $ 340 $ 333 $ 673 Capital contributions 29 29 Net income 486 976 1,462 Distributions (523) (991) (1,514) ------ ------ ------ BALANCE, December 31, 1994 332 318 650 Capital contributions 30 30 Net income 382 757 1,139 Distributions (407) (758) (1,165) ------ ------ ------ BALANCE, December 31, 1995 337 317 654 Capital contributions 36 36 Net income 696 1,367 2,063 Distributions (638) (1,202) (1,840) ----- ------ ------ BALANCE, December 31, 1996 $ 431 $ 482 $ 913 ===== ======= ======= The accompanying notes are an integral part of the financial statements.
-15-
MAY LIMITED PARTNERSHIP 1984-3 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (In thousands) 1996 1995 1994 ------ ------ ----- OPERATING ACTIVITIES: Net income $ 2,063 $ 1,139 $ 1,462 Adjustment to reconcile net income to net cash provided by operating activities: Depletion 12 3 ------- -------- Cash from operations before working capital changes 2,075 1,142 1,462 Changes in assets and liabilities provided (used) cash: Accrued oil and gas revenues (86) (49) 116 Due from affiliate (46) 13 (40) Accounts payable and accrued liabilities (4) 2 (1) -------- -------- -------- Net cash provided by operating activities 1,939 1,108 1,537 ------ ------ ------ INVESTING ACTIVITIES: Additions to oil and gas properties (12) (3) ------- -------- FINANCING ACTIVITIES: Distributions to partners (1,840) (1,165) (1,514) Contributions from partners 30 29 26 ------- ------- -------- Net cash used in financing activities (1,810) (1,136) (1,488) ------ ------ ------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 117 (31) 49 CASH AND CASH EQUIVALENTS: BEGINNING OF YEAR 273 304 255 ------- ------- ------- END OF YEAR $ 390 $ 273 $ 304 ======= ======= ======= The accompanying notes are an integral part of the financial statements.
-16- MAY DRILLING PARTNERSHIP 1984-3 AND MAY LIMITED PARTNERSHIP 1984-3 NOTES TO FINANCIAL STATEMENTS (1) ACCOUNTING POLICIES AND OTHER MATTERS General Partnership May Drilling Partnership 1984-3, a Texas general partnership (the "General Partnership"), was organized by May Petroleum Inc. ("May") for the purpose of oil and gas exploration through May Limited Partnership 1984-3 (the "Limited Partnership"). The General Partnership was formed on November 7, 1984, with investors ("Participants") subscribing an aggregate of $6,599,000 in assessable $1,000 units. After the expenditure of the initial contributions of the Participants, additional mandatory assessments from each Participant are provided for under the terms of the general partnership agreement in an amount up to 25% of the initial contribution of the Participant. During 1985, May assessed the Participants 5% of initial contributions. No additional assessments have been made since 1985. The general partnership agreement requires that the manager, Hallwood Energy Partners, L. P. ("HEP"), offer to repurchase partnership interests from Participants for cash at amounts to be determined by appraisal (as set forth in the partnership agreement) of the Limited Partnership's net assets no later than December 31, 1988, and during each succeeding year, if such net assets are positive. The manager has made repurchase offers in each year since 1989 and intends to make a repurchase offer in 1997. As the General Partnership is the sole limited partner of the Limited Partnership, its results of operations, changes in partners' capital and cash flows are equal to the limited partner's share of the Limited Partnership's results of operations, changes in partners' capital and cash flows as set forth herein. Therefore, separate statements of operations, changes in partners' capital and cash flows are not presented for the General Partnership. Limited Partnership The Limited Partnership, a Texas limited partnership, was organized by May and the General Partnership, for the purpose of oil and gas exploration and production of crude oil, natural gas and petroleum products. The Limited Partnership's oil and gas reserves are concentrated in one prospect in south Louisiana. Among other things, the terms of the Limited Partnership agreement (the "Agreement") give the general partner the authority to borrow funds. The Agreement also requires that the general partner's total capital contributions to the Limited Partnership as of each year end, including unrecovered general partner acreage and equipment advances, must be compared to total Limited Partnership expenditures from inception to date, and if such contributions are less than 15% of such expenditures, an additional contribution in the amount of the deficiency is required. As of December 31, 1996, all such contributions had been accrued. On June 30, 1987, May sold to HEP all of its economic interest in the Limited Partnership and account receivable balances due from the Limited Partnership. HEP became the general partner of the Limited Partnership in 1988. -17- Sharing of Costs and Revenues Capital costs, as defined by the Agreement, for commercially productive wells and the costs related to the organization of the Limited Partnership are borne by the general partner. Noncapital costs and direct expenses, as defined by the Agreement, are charged 1% to the general partner and 99% to the limited partner. Oil and gas sales, operating expenses and general and administrative overhead are shared so that the general partner's allocation will equal the percentage that the amount of Limited Partnership expenses, as defined, allocated to the general partner bears to the aggregate amount of Limited Partnership expenses allocated to the general partner and the limited partner, plus 15 percentage points, but in no event will the general partner's allocation exceed 50%. The sharing ratio for each of the last three years was as follows:
1996 1995 1994 ------ ------ ----- Limited Partner 66.4% 66.7% 66.9% General Partner 33.6% 33.3% 33.1%
Significant Customers For the years ended December 31, 1996, 1995 and 1994, purchases by each of the following companies exceeded 10% of the total oil and gas revenues of the Limited Partnership:
1996 1995 1994 ------ ------ ----- Conoco Inc. 56% 72% 60% TKG Gas Marketing 30% Koch Oil Company 20%
Although the Limited Partnership sells the majority of its production to a small number of purchasers, there are numerous other purchasers in the area, so the loss of any significant customer would not adversely affect the Limited Partnership's operations. Income Taxes No provision for federal income taxes is included in the financial statements of the Limited Partnership or the General Partnership because, as partnerships, they are not subject to federal income tax and the tax effects of their activities accrue to the partners. The partnerships' tax returns, the qualification of the General and Limited Partnerships as partnerships for federal income tax purposes, and the amount of taxable income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes to the partnerships' taxable income or loss, the tax liability of the partners could change accordingly. Oil and Gas Properties The Limited Partnership follows the full cost method of accounting for oil and gas properties and, accordingly, capitalizes all costs associated with the exploration and development of oil and gas reserves. The capitalized costs of evaluated properties, including the estimated future costs to develop proved reserves, are amortized on the units of production basis. Full cost amortization per dollar of gross oil and gas revenues was $.01 in 1996 and 1995, and $-0- in 1994. Capitalized costs are limited to an amount not to exceed the present value of estimated future net cash flows. No valuation adjustment was required in 1996, 1995 or 1994. -18- Generally no gains or losses are recognized on the sale or disposition of oil and gas properties. Maintenance and repairs are charged against income when incurred. Gas Balancing The Limited Partnership uses the sales method for accounting for gas balancing. Under this method, the Limited Partnership recognizes revenue on all of its sales of production, and any over production or under production is recovered at a future date. As of December 31, 1996 the net imbalance to the Limited Partnership's interest is not considered material. Current imbalances can be made up with production from the existing well. Use of Estimates The preparation of the financial statements for the Limited Partnership and General Partnership 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 these estimates. Related Party Transactions Hallwood Petroleum, Inc. ("HPI"), a subsidiary of the general partner, pays all costs and expenses of operations and receives all revenues associated with the Limited Partnership's properties. At month end, HPI distributes revenues in excess of costs to the Limited Partnership. The amounts due from HPI were $132,000 and $86,000 as of December 31, 1996 and 1995, respectively. These balances represent net revenues less operating costs and expenses. Cash Flows All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. Reclassifications Certain reclassifications have been made to prior years' amounts to conform to the classifications used in the current year. (2) GENERAL AND ADMINISTRATIVE OVERHEAD HPI conducts the day to day operations of the Limited Partnership and other affiliated partnerships of HEP. The costs of operating the entities are allocated to each entity based upon the time spent on that entity. General and administrative overhead allocated by HPI to the Limited Partnership totaled $36,000 in 1996, $45,000 in 1995 and $43,000 in 1994. -19- (3) INCOME TAXES As a result of the differences in the accounting treatment of certain items for income tax purposes as opposed to financial reporting purposes, primarily depreciation, depletion and amortization of oil and gas properties and the recognition of intangible drilling costs as an expense or capital item, the income tax basis of oil and gas properties differs from the basis used for financial reporting purposes. At December 31, 1996 and 1995, the income tax bases of the Partnership's oil and gas properties were approximately $8,000 and $6,600, respectively. (4) LITIGATION SETTLEMENT In the fourth quarter of 1995, the parties settled the lawsuit styled Stutes v. Hallwood Petroleum, Inc. et al. The plaintiff alleged that as a result of exposure to benzene in the petroleum he was hauling from various wells owned and operated by the Limited Partnership and the approximately 80 other named defendants, he contracted myelogenous leukemia. The Limited Partnership's share of the settlement not covered by insurance was $8,000. -20- SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (Unaudited) The following tables contain certain costs and reserve information related to the Limited Partnership's oil and gas activities. The Limited Partnership has no long-term supply agreements and all reserves are located within the United States.
Costs Incurred - For the Years Ended December 31, 1996 1995 1994 ------ ------ ----- (In thousands) Development costs $12 $ 3 $ == == ==
Oil and Gas Reserves (valued at year-end prices discounted at 10%) - 1996 1995 1994 ------ ------ ----- Bbls Mcf Bbls Mcf Bbls Mcf (In thousands) Total Proved Reserves: Beginning of period 39 383 36 320 29 259 Revisions to previous estimates 38 464 38 417 48 497 Production (40) (452) (35) (354) (41) (436) --- ---- --- ---- --- ---- End of Period 37 395 39 383 36 320 === ==== === ==== === ==== Proved Developed Reserves: Beginning of period 39 383 36 320 29 259 === ==== === ==== === ==== End of period 37 395 39 383 36 320 === ==== === ==== === ====
Certain reserve value information is provided directly to partners pursuant to the Agreement. Accordingly, such information is not presented herein. -21- ITEM 9 - DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Drilling Partnership and Limited Partnership are managed by affiliates of HEP and do not have directors or executive officers. ITEM 11 - EXECUTIVE COMPENSATION The partnerships pay no salaries or other direct remuneration to officers, directors or key employees of the general partner or HPI. The Limited Partnership reimburses the general partner for general and administrative costs incurred on behalf of the partnerships. See Note 2 to the Financial Statements. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT To the knowledge of the general partner, no person owns of record or beneficially more than 5% of the Drilling Partnership's outstanding units, other than HEP, the address of which is 4582 S. Ulster Street Parkway, Denver, Colorado 80237, and which beneficially owns approximately 37.8% of the outstanding units. The general partner of HEP is HEPGP Ltd. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS For information with respect to the Limited Partnership and its relationships and transactions with the general partner, see Part I, Item 1 and Part II, Item 7. PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K a. Financial Statements and Schedules: See Index at Item 8. b. Reports on Form 8-K - None. c. Exhibits: 3.1 The General Partnership Agreement and the Limited Partnership Agreement filed as an Exhibit to Registration Statement No. 2-89194, are incorporated herein by reference. -22- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Partnerships have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. MAY DRILLING PARTNERSHIP 1984-3 MAY LIMITED PARTNERSHIP 1984-3 By: EDP OPERATING, LTD., GENERAL PARTNER By: HALLWOOD G.P., Inc. General Partner By: /s/William L. Guzzetti William L. Guzzetti President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/Robert S. Pfeiffer Vice President February 28, 1997 - --------------------- ----------------- Robert S. Pfeiffer (Principal Accounting Officer) Document:P:\\DOC\MAY84-3K.DOC -23- EX-27 2 FDS MAY LIMITED PARTNERSHIP 1984-3
5 This schedule contains summary financial information extracted from Form 10-K the year ended December 31, 1996 for May Limited Partnership 1984-3 and is qualified in its entirety by reference to such Form 10-K. 0000765946 May Limited Partnership 1984-3 1,000 12-mos Dec-31-1996 Dec-31-1996 390 0 535 0 0 925 7,641 7,641 925 12 0 0 0 0 913 925 2,286 2,301 0 181 9 0 0 2,063 0 2,063 0 0 0 2,063 207.15 207.15
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