ITEM 1. BUSINESS.
Introduction
Reef Global Energy IV, L.P. (the Partnership) is the fourth in a series of five Nevada limited partnerships comprising a program called Reef Global Energy Ventures (the Program). The Partnership was formed in the state of Nevada on November 10, 2004. The Partnership purchases working interests in oil and natural gas prospects and participates in the drilling of wells on those prospects. The primary purposes of the Partnership are to generate revenue from the production of oil and natural gas, distribute cash to the partners, and provide tax benefits. Reef Oil & Gas Partners, L.P. (Reef) is the managing general partner of the Partnership.
The Partnership was formed to drill, complete and own working interests in oil and natural gas wells located primarily onshore in the continental United States or in U.S. coastal waters in the Gulf of Mexico. During 2004 and 2005, the Partnership acquired working interests in eight developmental and five exploratory prospects located in Texas, Louisiana, and in U.S coastal waters in the Gulf of Mexico. The Partnership drilled 13 wells on these prospects. The Partnership purchased a minority non-operated working interest in these prospects. Reef purchased additional interests in certain Partnership prospects for some of the other partnerships it manages. The additional interest purchased by Reef on nine of the Partnership prospects was large enough to allow OREI, Inc. (OREI), an affiliate of Reef, to serve as prospect operator. During 2006 well operator status was transferred by OREI to Reef Exploration L.P. (RELP), an affiliate of Reef formed in 2005.
During 2006, Reef agreed to pay 100% of the costs for a working interest in a developmental well in Louisiana. This well was not successful. However, in October 2007 the well was re-entered and successfully side-tracked. The well is currently being completed and is expected to begin production operations during the second quarter of 2008. The Partnership expended no funds in connection with the drilling and completion of this well.
Acquisition and Drilling of Undeveloped Prospects
The Partnership purchased working interests in eight developmental and five exploratory prospects. A “prospect” is generally defined as a contiguous oil and gas leasehold estate, or lesser interest in a leasehold estate, upon which drilling operations may be conducted. A prospect is characterized as “exploratory” or “developmental” based upon the type of well to be drilled on the prospect. A development well is a well drilled within a proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive. Generally an exploratory well is any well that is not a development well, including wells drilled to find and produce oil or gas in an unproven area, wells drilled to find a new reservoir in a field previously found to be productive of oil or gas, or wells drilled to extend a known reservoir. Thirteen wells were drilled on the prospects acquired by the Partnership.
The Partnership prospects were acquired pursuant to an arrangement in which the Partnership purchased part of the working interest. A working interest bears a specified portion of the costs of development, operation and maintenance. A working interest is subject to landowners’ royalty interests and may be subject to other royalty interests payable to unaffiliated third parties. Where the Partnership acquired less than 100% of the working interest, costs were reduced proportionately.
Consulting Agreements for Prospect Acquisitions
Reef entered into three agreements (the CMI Agreements) with Challenger Minerals Inc. (CMI), a subsidiary of GlobalSantaFe Corporation and a screener of oil and gas prospects in the Gulf of Mexico and North Sea regions. Under the terms of these agreements, Reef had the option to acquire working interests in prospects screened by CMI. Reef paid CMI an annual fee for the geological and geophysical services provided by CMI. The last of these agreements expired effective November 30, 2006.
Projects approved for acquisition by Reef under these agreements were assigned to this Partnership as well as other limited partnerships formed as part of the Program. The five partnerships formed as a part of this Program have each reimbursed to Reef a portion of the actual fees paid by Reef under these agreements during the term of the Program. The payments made were proportionate to the capital raised by each partnership. This Partnership reimbursed Reef
$314,380, or 3.17% of its gross capital contributions of $9,924,916. This amount has been capitalized as geological and geophysical costs in accordance with the full cost method of accounting for oil and gas properties. There are no further amounts to be reimbursed by this Partnership under these agreements. The partnerships formed as a part of this Program did not reimburse Reef any amount in excess of the actual fees paid by Reef.
Drilling and Completion Phase of Operations
On all prospects operated by OREI and later transferred to RELP, drilling operations were contracted to independent third party drillers, and the costs of the wells to the Partnership were determined by actual third party costs, plus OREI’s or RELP’s monthly operator fees for the area where the well is located.
The Partnership generally pays drilling and completion costs as incurred. Wells drilled that failed to result in the discovery of oil or natural gas were plugged and abandoned in accordance with applicable regulations. Two of the developmental wells and four of the exploratory wells drilled by the Partnership were dry holes.
Production Phase of Operations
For any well capable of producing quantities of oil and/or natural gas in commercial quantities, production operations commence once the well has been completed by installing all surface equipment necessary to control the flow of production or to shut down the well, and by installing any storage facilities, gathering, or sales lines required to produce and sell the oil and/or natural gas production from the well. The Partnership completed four developmental wells during 2005, two of which are still producing oil and gas. The Partnership completed two developmental wells and one exploratory well during 2006, two of which are still producing oil and gas. Two developmental wells and four exploratory wells were dry holes and have been plugged and abandoned.
The Partnership has entered into agreements with third party marketers to sell the oil and/or natural gas produced from successful wells on a competitive basis at the best available terms and prices. Generally, the purchase contracts for the sale of oil and gas are cancelable on 30 days’ notice. In certain instances the Partnership, as a minority non-operated working interest owner, has elected to permit the operator of the well to enter into sales and marketing agreements with third party purchasers.
Historically, the oil and gas market has experienced significant price fluctuations. Prices are impacted by local weather, supply in the area, availability and price of competitive fuels, seasonal variations in local demand, limited transportation capacity to other regions, and the worldwide supply and demand balance for crude oil.
The Partnership has not and does not expect to engage in commodity futures trading or hedging activities, or to enter into derivative financial instrument transactions for trading or other speculative purposes. Accordingly, the Partnership is at risk for the volatility in commodity prices inherent in the oil and gas industry, and the level of commodity prices has a significant impact on the Partnership’s results of operations. See “Item 7A. - Quantitative and Qualitative Disclosures About Market Risk.”
The Partnership’s share of revenue from productive wells is burdened by and/or subject to royalties and overriding royalties, monthly operating charges, and other operating costs. These items of expenditure involve amounts payable solely out of, or expenses incurred solely by reason of, production operations. The Partnership deducts operating expenses from the production revenue for the corresponding period.
Major Customers
The Partnership sells crude oil and natural gas on credit terms to refiners, pipelines, marketers, and other users of petroleum commodities. Revenues are received directly from these parties or, in certain circumstances, paid to the operator of the property who disburses to the Partnership its percentage share of the revenues. During the year ended December 31, 2007, four marketers and one operator accounted for 41.0%, 17.2%, 16.8%, 13.4%, and 10.7% of the Partnership’s oil and gas revenues, respectively. During the year ended December 31, 2006, three marketers and one operator accounted for 32.9%, 21.8%, 13.4%, and 23.0% of the Partnership’s oil and gas revenues, respectively. During the year ended December 31, 2005, one marketer and one operator purchased all of the Partnership’s
products and accounted for 75.6% and 24.4% of the Partnership’s oil and gas revenues, respectively. Due to the competitive nature of the market for purchase of crude oil and natural gas, the Partnership does not believe that the loss of any particular purchaser would have a material adverse impact on the Partnership.
Insurance
The Partnership is a named insured under blowout, pollution, public liability and workmen’s compensation insurance policies obtained by RELP. Such insurance, however, may not be sufficient to cover all liabilities. Each unit held by general partners represents an open-ended security for unforeseen events such as blowouts, lost circulation, stuck drill pipe, etc. that may result in unanticipated additional liability materially in excess of a general partner’s initial investment in the Partnership.
The Partnership is a named insured under various insurance policies and intends to maintain such policies subject to its analysis of their premium costs, coverage and other factors. In the exercise of Reef ‘s fiduciary duty as managing general partner, Reef has obtained insurance on behalf of the Partnership to provide the Partnership with such coverage as Reef believes is sufficient to protect the investor partners against the foreseeable risks of drilling and production. Reef reviewed the Partnership insurance coverage prior to commencing drilling operations and periodically evaluates the sufficiency of insurance. In no event will the Partnership maintain public liability insurance of less than two times the Partnership’s capitalization. Subject to the foregoing, Reef may, in its sole discretion, increase or decrease the policy limits and types of insurance from time to time as Reef deems appropriate under the circumstances, which may vary materially.
Reef will notify all investor general partners of the Partnership at least 30 days prior to any material change in the amount of the Partnership’s insurance coverage. Within this 30-day period and otherwise after the expiration of one year following the closing of the offering of the Partnership, investor general partners have the right to convert their units into units of limited partnership interest by giving Reef written notice of their intent to convert. At any time during this 30-day period, upon receipt of the required written notice from an investor general partner of his intent to convert, Reef will amend the Partnership Agreement and will file the amendment with the State of Nevada prior to the effective date of the change in insurance coverage. This amendment to the Partnership Agreement will effectuate the conversion of the interest of the former investor general partner to that of a limited partner. Effecting conversion is subject to the express requirement that the conversion will not cause a termination of the Partnership for federal income tax purposes. Investor general partners will have limited liability as a limited partner for any Partnership operations conducted after their conversion date, effective upon the filing of an amendment to the Certificate of Limited Partnership of the Partnership. However, even after an election of conversion, the investor partner will continue to have unlimited liability regarding partnership activities that occurred while he was an investor general partner.
Markets
The marketing of any oil and natural gas produced by the Partnership is affected by a number of factors that are beyond the Partnership’s control and whose exact effect cannot be accurately predicted. These factors include:
·
the amount of crude oil and natural gas imports;
·
the availability, proximity and cost of adequate pipeline and other transportation facilities;
·
the success of efforts to market competitive fuels, such as coal and nuclear energy, and the growth and/or success of alternative energy sources such as wind power;
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the effect of United States and state regulation of production, refining, transportation and sales;
·
other matters affecting the availability of a ready market, such as fluctuating supply and demand; and
·
general economic conditions in the United States and around the world.
The supply and demand balance of crude oil and natural gas in world markets has caused significant variations in the prices of these products over recent years. The North American Free Trade Agreement eliminated trade and investment barriers between the United States, Canada, and Mexico, resulting in increased foreign competition for domestic natural gas production. New pipeline projects recently approved by, or presently pending before, FERC, as well as nondiscriminatory access requirements, could further substantially increase the availability of gas imports to certain U.S. markets. Such imports could have an adverse effect on both the price and volume of gas sales from Partnership wells.
Members of the Organization of Petroleum Exporting Countries (OPEC) establish prices and production quotas for petroleum products from time to time with the intent of affecting the global supply of crude oil and reducing, increasing or maintaining certain price levels. Reef is unable to predict what effect, if any, such actions will have on the amount of or the prices received for oil produced and sold from the Partnership’s wells.
In several initiatives, FERC has required pipelines to develop electronic communication and to provide standardized access via the Internet to information concerning capacity and prices on a nationwide basis, so as to create a national market. Parallel developments toward an electronic marketplace for electric power, mandated by FERC, are serving to create multi-national markets for energy products generally. These systems will allow rapid consummation of natural gas transactions. Although this system may initially lower prices due to increased competition, it is anticipated to expand natural gas markets and to improve their reliability.
Regulation
The Partnership’s operations are affected from time to time in varying degrees by domestic and foreign political developments, and by federal and state laws and regulations.
Production. In most areas of operations within the United States the production of oil and natural gas is regulated by state agencies that set allowable rates of production and otherwise control the conduct of oil and natural gas operations. Among the ways that states control production is through regulations that establish the spacing of wells or limit the number of days in a given month during which a well can produce.
Environmental. The Partnership’s drilling and production operations are also subject to environmental protection regulations established by federal, state, and local agencies that may necessitate significant capital outlays that, in turn, would materially affect the financial position and business operations of the Partnership. These regulations, enacted to protect against waste, conserve natural resources and prevent pollution, could necessitate spending funds on environmental protection measures, rather than on drilling operations. If any penalties or prohibitions were imposed on the Partnership for violating such regulations, the Partnership’s operations could be adversely affected.
Natural Gas Transportation and Pricing. FERC regulates the rates for interstate transportation of natural gas as well as the terms for access to natural gas pipeline capacity. Pursuant to the Wellhead Decontrol Act of 1989, however, FERC may not regulate the price of gas. Such deregulated gas production may be sold at market prices determined by supply and demand, Btu content, pressure, location of wells, and other factors. Reef anticipates that all of the gas produced by the Partnership’s wells will be considered price-decontrolled gas and that the Partnership’s gas will be sold at fair market value.
Proposed Regulation. Various legislative proposals are being considered in Congress and in the legislatures of various states, which, if enacted, may significantly and adversely affect the petroleum and natural gas industries. Such proposals involve, among other things, the imposition of price controls on all categories of natural gas production, the imposition of land use controls, such as prohibiting drilling activities on certain federal and state lands in protected areas, as well as other measures. At the present time, it is impossible to predict what proposals, if any, will actually be enacted by Congress or the various state legislatures and what effect, if any, such proposals will have on the Partnership’s operations.
Employees
The Partnership has no employees, and is managed by its managing general partner, Reef. Through January 1, 2006, OREI employed a staff including geologists, petroleum engineers, landmen, and accounting personnel who administered all of the Partnership’s operations. On January 2, 2006, the employees of OREI were transferred to RELP, where they continue to administer all of the Partnership’s operations. The Partnership reimburses OREI and RELP for technical and administrative services at cost. See “Item 11 - Executive Compensation.”
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. You should exercise extreme caution with respect to all forward-looking statements made in this Annual Report. Specifically, the following statements are forward-looking:
· statements regarding the Partnership’s overall strategy for acquiring prospects, including its intent to diversify the Partnership’s investments;
· statements estimating any number or specific type or size of prospects the Partnership may acquire or size of the interest the Partnership may acquire in such prospects;
· statements regarding the state of the oil and gas industry and the opportunity to profit within the oil and gas industry, competition, pricing, level of production, or the regulations that may affect the Partnership;
· statements regarding the plans and objectives of Reef for future operations, including, without limitation, the uses of Partnership funds and the size and nature of the costs the Partnership expects to incur and people and services the Partnership may employ;
· any statements using the words “anticipate,” “believe,” “estimate,” “expect” and similar such phrases or words; and
· any statements of other than historical fact.
Reef believes that it is important to communicate its future expectations to the partners. Forward-looking statements reflect the current view of management with respect to future events and are subject to numerous risks, uncertainties and assumptions, including, without limitation, the factors listed in ITEM 1A
ITEM 1A. RISK FACTORS
Our business activities are subject to certain risks and hazards, including the risks discussed below. If any of these events should occur, it could materially and adversely affect our business, financial condition, cash flow, or results of operations. The risks below are not the only risks we face. We may experience additional risks and uncertainties not currently known to us or, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, cash flow, and results of operations.
The Partnership’s ability to continue as a going concern.
Our independent registered public accounting firm’s opinion on our 2007 and 2006 financial statements included an explanatory paragraph indicating substantial doubt about our ability to continue as a going concern. Since its inception, the Partnership has expended its operating capital on drilling for oil and natural gas. The Partnership has completed drilling operations with the original capital raised by the Partnership. In addition, drilling operations have been completed on the wells for which Reef has contributed 100% of the cost. The drilling operations of the Partnership have not resulted in the discovery or exploitation of sufficient oil and/or gas reserves to recover all of the Partnership’s investment in Partnership wells. The December 31, 2007 estimate of the Partnership’s oil and gas reserves and future cash flows raises doubts about the future ability of the Partnership to generate oil and gas revenues in excess of current operating costs. During 2007, the Partnership undertook three major projects. The first project, a re-completion of an existing well in a new zone, was successfully completed in June 2007 and has had a positive impact on cash flow. The second project, a re-completion of an existing well in a new zone failed and the well is expected to be plugged and abandoned in 2008. Finally, Reef paid 100% of the costs for a well that began
drilling operations during 2006. Though the initial well was not successful, the well was successfully re-entered and side-tracked beginning in October 2007. The well has added proved reserves to the Partnership and is expected to begin production operations during the second quarter of 2008.
The managing general partner is considering several options related to the Partnership, incuding the possible sale of marketable assets, as a result of the recurring losses, erosion of partnership equity, and lack of significant cash flows from operations.
Oil and natural gas prices are volatile, and fluctuate due to a number of factors outside of our control.
The financial condition, results of operations, and the carrying value of our oil and natural gas properties depend primarily upon the prices received for our oil and natural gas production. Oil and natural gas prices historically have been volatile and likely will continue to be volatile given current geopolitical conditions. Cash flow from operations is highly dependent upon the sales prices received from oil and natural gas production. The prices for oil and natural gas are subject to a variety of factors beyond our control. These factors include:
· the domestic and foreign supply of oil and natural gas; consumer demand for oil and gas, and market expectations regarding supply and demand;
· the ability of the members of OPEC to agree to and maintain oil price and production controls;
· domestic government regulations and taxes;
· the price and availability of foreign exports and alternative fuel sources;
· weather conditions, including hurricanes and tropical storms in and around the Gulf of Mexico;
· political conditions in oil and natural gas producing regions, including the Middle East, Nigeria, and Venezuela; and
· domestic and worldwide economic conditions.
These factors and the volatility of the energy markets make it extremely difficult to predict price movements. Also, oil and natural gas prices do not necessarily move in tandem. Declines in oil and natural gas prices would not only reduce revenues and cash flow available for distributions to partners, but could reduce the amount of oil and natural gas that can be economically produced from successful wells drilled by the Partnership, and, therefore, have an adverse effect upon financial condition, results of operations, oil and gas reserves, and the carrying value of the Partnership’s oil and natural gas properties. Approximately 79.7% of our estimated proved reserves at December 31, 2007 were natural gas, and, as a result, our financial results are more sensitive to fluctuations in natural gas prices.
The Partnership, while not prohibited from engaging in commodity trading or hedging activities in an effort to reduce exposure to short-term fluctuations in the price of oil and natural gas, has not engaged in such activities. Accordingly, the Partnership is at risk for the volatility in oil and natural gas prices, and the level of commodity prices has a significant impact upon the Partnership’s results of operations.
Oil and natural gas well drilling is a speculative activity involving numerous risks and substantial and uncertain costs which could adversely affect the Partnership.
Drilling oil and natural gas wells involves numerous risks, including the risk that no commercially productive oil and/or natural gas reserves will be discovered. There can be no assurance that wells drilled by the Partnership will be productive or recover all or any portion of the investment in such wells. Drilling and completion costs are substantial and uncertain, and drilling operations may be curtailed, delayed, or cancelled due to a variety of factors beyond our control, including shortages or delays in the availability of drilling rigs and crews, unexpected drilling conditions, title problems, pressure or irregularities in formations, equipment failures or accidents, adverse weather conditions, and compliance with environmental and other governmental regulations. Our drilling activities may not be successful and, if unsuccessful, will have an adverse effect on the Partnership’s results of operations and cash flow available for distribution to the partners.
We are subject to substantial operating risks that may adversely affect the results of operations.
There are numerous hazards involved in the drilling and operation of oil and natural gas wells, including blowouts involving possible damages to property and third parties, bodily injuries, mechanical failures, explosions,
uncontrollable flows of oil, natural gas or well fluids, fires, formations with abnormal pressure, pollution, releases of toxic gas and other environmental hazards and risks. The Partnership could suffer substantial losses as a result of any of these risks. The Partnership is not fully insured against all risks inherent to the oil and gas business. Uninsured liabilities would reduce the funds available to the Partnership, may result in the loss of Partnership properties and may create liability for the general partners. Although the Partnership maintains insurance coverage in amounts Reef deems appropriate, it is possible that insurance coverage may be insufficient. In that case Partnership assets may have to be sold to pay personal injury and property claims and the cost of controlling blowouts or replacing damaged equipment rather than for drilling activities.
We cannot control activities on non-operated properties.
The Partnership has limited ability to exercise influence over and control the risks associated with operations on properties not operated by RELP. The failure of an operator of our wells to adequately perform operations, an operator’s breach of the applicable agreements, or an operator’s failure to act in ways that are in our best interest could reduce our production and revenues. The success and timing of drilling and development activities on properties operated by others depends upon a number of factors outside of our control, including the operator’s
· timing and amount of capital expenditures;
· expertise and financial resources;
· inclusion of other participants in drilling wells; and
· use of technology.
In addition, the Partnership could be held liable for the joint interest obligations of other working interest owners, such as nonpayment of costs and liabilities arising from the actions of the other working interest owners. Full development of prospects may be jeopardized in the event other working interest owners cannot pay their share of drilling and completion costs.
Oil and natural gas reserve data are estimates based upon assumptions that may be inaccurate and existing economic and operating conditions that may differ from future economic and operating conditions.
Securities and Exchange Commission (SEC) rules require the Partnership to present annual estimates of reserves. Reservoir engineering is a subjective and inexact process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner, and is based upon assumptions that may vary considerably from actual results. Accordingly, reserve estimates may be subject to upward or downward adjustments. Actual production, revenues and expenditures with respect to reserves will likely vary from estimates, and such variances could be material.
You should not assume that any present value of future net cash flows from our producing reserves shown in this Form 10-K is the market value for our estimated oil and natural gas reserves. The estimated discounted future net cash flows from our proved reserves are based upon prices and costs in effect at the end of the period held constant and discounted at 10%. Actual future prices and costs may be materially higher or lower. Further, actual future net cash flows will be affected by factors such as the amount and timing of actual development expenditures, the rate and timing of production, and changes in governmental regulations and tax rates.
Reef and its affiliates have sponsored ventures in the past that have produced dry holes and abandoned wells.
Reef Global Energy Ventures is the first public drilling program sponsored by Reef as the managing general partner, and Reef Global Energy IV, L.P. is the fourth limited partnership offered under that Program. Reef and its affiliate, OREI, have sponsored 68 ventures from 1996 to the present. Among these ventures, (i) eight were dedicated almost exclusively to the purchase of interests in already producing reserves, (ii) one was dedicated primarily to the purchase of interests in already producing reserves but has the ability to use up to 20% of capital raised for development purposes, and (iii) three were dedicated to both the purchase of interests in producing wells and the use of up to 50% of capital raised for development of proven reserves. We refer to the programs described in clause (i) in the preceding sentence as “income fund” ventures and to the programs described in clauses (ii) and (iii) as “income and development fund” ventures. Reef and its affiliates have also sponsored 52 drilling ventures, three 3-D seismic ventures, and one salt water disposal venture since 1996. Together, these ventures have drilled 132 wells
(104 by drilling ventures and 28 by income fund and income and development fund ventures). Of the wells drilled by Reef and its affiliates’ ventures, 63 were exploratory wells and 69 were developmental wells. Forty-nine of the wells drilled were dry holes, and three wells were completed but were non-commercial. Of the 80 wells that were commercial, 60 are still owned by Reef or its affiliates’ ventures and are currently producing, eighteen have been plugged and abandoned or sold essentially for salvage value, one has been sold, and one is currently used as a salt water disposal well. Using this data, approximately 60.6% of the wells drilled by these ventures were completed as commercially producing and 39.4% were dry holes (including the three wells that were completed but failed to become commercial producers). Approximately 13.6% of the wells drilled by our ventures were subsequently abandoned or sold essentially for salvage value prior to abandonment.
The Partnership Agreement limits Reef’s liability to each partner and the Partnership and requires the Partnership to indemnify Reef against certain losses.
Reef will have no liability to the Partnership or to any partner for any loss suffered by the Partnership, and will be indemnified by the Partnership against loss sustained by it in connection with the Partnership if:
· Reef determines in good faith that its action was in the best interest of the Partnership;
· Reef was acting on behalf of or performing services for the Partnership; and
· Reef’s actions did not constitute negligence or misconduct.
Drilling exploratory wells is riskier than drilling developmental wells.
Many of the wells drilled by Reef and its affiliates since 1996 have been exploratory wells. Drilling exploratory wells involves greater risks of dry holes and loss of the partners’ investment than the drilling of developmental wells. Drilling developmental wells generally involves less risk of dry holes, although sometimes developmental acreage is more expensive and subject to greater royalties and other burdens on production. The Partnership purchased working interests in five exploratory prospects upon which five wells were drilled, four of which were unsuccessful.
The production and producing life of Partnership wells is uncertain.
Production will decline. It is not possible to predict the life and production of any well. The actual life could differ from that which is anticipated. Sufficient oil or natural gas may not be produced for a partner to receive a profit or even to recover his initial investment. In addition, production from the Partnership’s oil and natural gas wells, if any, will decline over time, and does not indicate any consistent level of future production. This production decline may be rapid and irregular when compared to a well’s initial production.
Extreme weather conditions may adversely affect drilling operations and distributions.
The Partnership conducts significant operations in the coastal regions of Louisiana and Texas. This area is susceptible to extreme weather conditions, especially those associated with hurricanes. In the event of a hurricane and related storm activity, such as windstorms, storm surges, floods and tornados, Partnership operations in the region may be adversely affected. The occurrence of a hurricane or other extreme weather may harm or delay the Partnership’s operations or distribution of revenues, if any.
Our dependence on third parties for the processing and transportation of oil and gas may adversely affect the Partnership’s revenues and, consequently, the distribution of net cash flows to investor partners.
We rely on third parties to process and transport the oil and gas produced by the Partnership’s successful wells. In the event a third party upon whom we rely is unable to provide transportation or processing services, and another third party is unavailable to provide such services, the Partnership may have to temporarily shut-in successful wells, and revenues to the Partnership and distributions to investor partners related to those wells may be delayed.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2.
ITEM 2. PROPERTIES.
Drilling Activities and Productive Wells
The Partnership focused its drilling operations in Texas, Louisiana, and in U.S. coastal waters of the Gulf of Mexico. With the available Partnership capital, the Partnership purchased interests in 13 prospects. Seven prospects were in Louisiana, five were in Texas, and one was located in the Gulf of Mexico off of the Texas coast. The Partnership also purchased a royalty interest in a field in Louisiana with three productive wells, one of which remains productive as of the date of this report. The Partnership drilled three wells in this field, of which two were unsuccessful and one was successful but has ceased production. The Partnership drilled 13 wells on its 13 prospects. Two developmental and four exploratory wells were unsuccessful. These six wells were located in Galveston County, Texas, in Jefferson, St. Charles, Plaquemines, and Acadia Parish, Louisiana, and in the Gulf of Mexico. The Partnership completed wells on six of the developmental prospects, of which three are currently productive. Three of the developmental wells have ceased production and have or will be plugged and abandoned. The three current productive wells are located in Nueces and Live Oak County, Texas and Acadia Parish Louisiana. The three wells that have ceased production are located in Jefferson and Cameron Parish, Louisiana and Live Oak County, Texas. The Partnership completed one exploratory well in Galveston County, Texas. Drilling operations were completed during 2006 with the capital raised by the Partnership.
In August 2006, the managing general partner agreed to pay 100% of the costs for a working interest in a developmental well in Terrebonne Parish, Louisiana. Though the initial well was not successful, the well was successfully re-entered and side-tracked beginning in October 2007. The well has added proved reserves to the Partnership and is expected to begin production operations during the second quarter of 2008. The costs of the original well and the side-track are expected to total approximately $170,000. These costs are being paid by the Partnership and then reimbursed to the Partnership through additional capital contributions to the Partnership made by Reef. No Partnership funds will be expended in connection with the original drilling and side-tracking of this well.
Proved Oil and Gas Reserves
The Partnership used an independent petroleum engineer to prepare its December 31, 2007 estimate of net proved oil and natural gas reserves. Net proved oil and natural gas reserves as of December 31, 2007 have been estimated by Gleason Engineering, of Arlington, Texas. Net proved reserves as of December 31, 2006 and 2005 were estimated by a petroleum engineer employed by RELP. The estimated net proved oil and natural gas reserves as of December 31, 2007, 2006, and 2005 are summarized below. The quantities of proved oil and natural gas reserves discussed in this section include only the amounts which we reasonably expect to recover in the future from known oil and gas reservoirs under the current economic and operating conditions. Proved reserves include only quantities that we expect to recover commercially using current prices, costs, existing regulatory practices, and technology. Therefore, any changes in future prices, costs, regulations, technology or other unforeseen factors could materially increase or decrease the proved reserve estimates.
The standardized measure of discounted future net cash flows as of December 31, 2007, 2006 and 2005 is computed by applying year-end prices, costs, and legislated tax rates and a discount factor of 10% to net proved reserves. The standardized measure of discounted future net cash flows does not purport to present the fair value of our oil and natural gas reserves.
During the years ended December 31, 2007, 2006 and 2005, the Partnership recorded property impairment costs totaling $56,256, $2,805,385 and $5,173,969 as a result of the net capitalized costs of oil and gas properties exceeding the standardized measure of discounted future net cash flows.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
The Partnership is not, and has not been, a party to any legal proceedings.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
As of December 31, 2007, the Partnership had one managing general partner, 126 investor limited partners, and 250 investor general partners. Reef holds a total of 25.028 general partner units and the general and limited investor partners hold 125.000 general partner units and 349.972 limited partner units. No established trading market exists for the units.
Cash which, in the sole judgment of the managing general partner, is not required to meet the Partnership’s obligations is distributed to the partners at least quarterly in accordance with the Partnership Agreement. Effective November 1, 2006, cash distributions are distributed 5.96% to the managing general partner (based upon the 1% interest not represented by units and the 4.96% interest represented by Partnership units) and 94.04% to investor partners.
Investor limited and general partnership interests are transferable, subject to certain restrictions contained in the Partnership Agreement; however, no assignee of a unit in the Partnership can become a substituted partner without the written consent of both the transferor and Reef.
The Partnership did not repurchase any units in 2007, 2006 and 2005 and has not adopted a unit repurchase program.
Use of Proceeds
In connection with the Registration Statement filed on Form S-1 (No. 333-93399) and declared effective May 31, 2001, Reef filed a post-effective amendment to the Registration Statement on behalf of the Program on September 14, 2001. On January 10, 2002 Reef filed a final prospectus and commenced the offering of units in the Program. All sales of Partnership units were made through the Program’s dealer-manager, Reef Securities, Inc., and a number of soliciting dealers. The Program filed a prospectus supplement describing the Partnership on September 21, 2004 and commenced offering units. Under the terms of the offering, a minimum of 50 Partnership units at a price of $20,000 per unit were required to be sold in order to form the Partnership. Upon meeting this requirement, the Partnership was formed on November 10, 2004. The Partnership offering consisted of 375 units of limited partner interest and 125 units of general partner interest. The offering period ended on December 2, 2004, at which time all 500 allowable units had been sold. Investor partners purchased 349.972 limited partner units and 125 general partner units. Reef purchased 25.028 limited partner units, equaling 5.01% of the total Partnership units sold. Total offering proceeds were $9,924,916. Reef also contributes 1% of all leasehold, drilling, and completion costs as incurred, and
is reimbursing the Partnership 100% of the costs of drilling a development well in Louisiana. During the years ended December 31, 2007, 2006 and 2005, Reef paid $104,917, $19,918, and $63,893 in connection with these obligations, and has a receivable from the Partnership totaling $752 at December 31, 2007 related to these obligations. Reef also retained the interest income earned by the Partnership during 2004 and 2005, totaling $68,585 to be used during the drilling phase of operations.
All units except those purchased by Reef paid a 15% management fee to Reef to pay for Partnership organization and offering costs, including sales commissions. These costs totaled $1,424,916, leaving capital contributions of $8,756,561 available for Partnership oil and gas operations. As of December 31, 2007, the Partnership had expended $8,596,530 on property acquisitions and $112,843 on general and administrative expenses. Drilling operations have been completed on the 13 prospects owned by the Partnership, and the Partnership has no plans to conduct further development operations on any Partnership prospect.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The following table sets forth selected financial data. The selected financial data presented below has been derived from the audited financial statements of the Partnership.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion will assist you in understanding the Partnership’s financial position, liquidity, and results of operations. The information should be read in conjunction with the audited financial statements and notes to financial statements contained herein. The discussion contains historical and forward-looking information.
For a discussion of risk factors that could impact the Partnership’s financial results, please see Item 1A of this Annual Report on Form 10-K.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that can affect the reporting of assets, liabilities, equity, revenues, and expenses. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We are also required to select among alternative acceptable accounting policies. See Note 2 to the financial statements for a complete list of significant accounting policies.
Oil and Gas Properties
The Partnership follows the full cost method of accounting for crude oil and natural gas properties. Under this method, all direct costs and certain indirect costs associated with acquisition of properties and successful as well as unsuccessful exploration and development activities are capitalized. Depreciation, depletion, and amortization of capitalized crude oil and natural gas properties and estimated future development costs, excluding unproved properties, are based on the unit-of-production method using estimated proved reserves. For these purposes, proved gas reserves are converted to equivalent barrels at a rate of 6 Mcf to 1 Bbl. Net capitalized costs of crude oil and natural gas properties, as adjusted for asset retirement obligations, are limited to the lower of unamortized cost or the cost ceiling, defined as the sum of the present value of estimated future net revenues from proved reserves based on un-escalated prices discounted at 10 percent, plus the cost of properties not being amortized, if any, plus the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any. Pursuant to full cost accounting rules, the Partnership performs a ceiling test quarterly as of the balance sheet date on its proved oil and gas properties. Excess capitalized costs are charged to property impairment expense. No gain or loss is recognized upon sale or disposition of crude oil and natural gas properties, except in unusual circumstances. Unproved properties consist primarily of drilling costs in progress on wells drilling for unproved reserves. Investments in unproved properties are not depleted pending determination of the existence of proved reserves. During the years ended December 31, 2007, 2006, and 2005, the Partnership recognized property impairment expense totaling $56,256, $2,805,385, and $5,173,969, respectively.
The estimate of proved oil and gas reserves used to determine property impairment expense, and also utilized in the Partnership’s disclosures of supplemental information regarding oil and gas producing activities, including the standardized measure of discounted cash flows, was prepared by an independent petroleum engineer for the year ended December 31, 2007, and by a petroleum engineer employed by RELP for the years ended December 31, 2006 and 2005, utilizing the period end prices and costs as promulgated by the SEC. Reserve engineering is a subjective and inexact process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner, and is based upon assumptions that may vary considerably from actual results. Accordingly, reserve estimates may be subject to upward or downward adjustments. Actual production, revenues and expenditures with respect to reserves will likely vary from estimates, and such variances could be material.
The determination of depreciation, depletion and amortization expense recognized in the financial statements is also dependent upon the estimates of proved oil and gas reserves and is computed using the units-of-production method based upon this estimate of proved reserves. During the years ended December 31, 2007, 2006 and 2005, the Partnership had depreciation, depletion, and amortization expense totaling $62,949, $247,338, and $230,123, respectively.
The Partnership accounts for its asset retirement obligations in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations” (“SFAS No. 143”). Asset retirement costs and liabilities associated with future site restoration and abandonment of long-lived assets are initially measured at fair value which approximates the cost a third party would incur in performing the tasks necessary to retire such assets. The fair value is recognized in the financial statements as the present value of expected future cash expenditures for site restoration and abandonment. Subsequent to the initial measurement, the effect of the passage of time on the liability for the net asset retirement obligation (accretion expense) and the amortization of the asset retirement cost are recognized in the results of operations. Upon settlement of the obligation a gain or loss is recognized to the extent actual charges are less than or exceed the liability recorded. During the years ended December 31, 2007, 2006, and 2005, the Partnership recognized $0, $1,173, and $85,037 of asset retirement obligations and additional capitalized cost in connection with successful wells drilled by the Partnership.
Recognition of Revenue
The Partnership has entered into sales contracts for disposition of its share of oil and gas production from productive wells. Revenue is recognized based upon the metered volumes delivered to those purchasers each month. The Partnership had no material gas imbalances at December 31, 2007, 2006, and 2005.
Liquidity and Capital Resources
The Partnership was funded with initial capital contributions totaling $9,924,916. Investor partners purchased 125 general partner units and 349.972 limited partner units for $9,499,441. Reef purchased 25.028 units, or 5.01% of the total units sold, for $425,475. As of December 31, 2007, Reef has also contributed or accrued $187,976 in connection with its obligation to pay 1% of all leasehold, drilling, and completion costs, and to reimburse the Partnership for 100% of the drilling costs of a well in Louisiana for which Reef is paying 100% of the costs. Organization and offering costs totaled $1,424,916, leaving capital contributions of $8,687,976 available for Partnership activities. In addition to this amount, the Partnership retained the interest income earned during 2004 and 2005 totaling $68,585 for use during the drilling phase of operations, and therefore had $8,756,561 available for Partnership activities.
Because the Partnership is not allowed to borrow funds or issue partner assessments during the drilling phase of operations, the $8,756,561, plus any additional contributions made by Reef in connection with the two obligations mentioned above, is the total amount available to the Partnership for drilling and administrative costs. As of December 31, 2007, drilling operations had been completed on all 13 wells drilled by the Partnership, and was in progress on the well for which Reef is reimbursing 100% of well costs to the Partnership. The Partnership had expended $8,596,330 on property acquisitions and drilling and $112,843 on general and administrative expenses during the drilling phase of operations. Please see Item 1A of this Annual Report on Form 10-K for a list of risk factors that could impact the Partnership. The Partnership distributes to investors the interest income earned subsequent to December 31, 2005 and the net cash flow from successful wells drilled by the Partnership. These funds are not available for drilling activities.
The Partnership has working capital of $69,442 at December 31, 2007.
During 2006, the managing general partner contributed a working interest in a well to the Partnership and agreed to pay all costs associated with the drilling and equipping of the well. The well is located in Terrebonne Parish,
Louisiana. The initial drilling operations were completed in May 2007 and the well was unsuccessful, however, after reviewing the well logs and other geologic data, the wellbore was re-entered during the fourth quarter of 2007 and successfully sidetracked. Sidetrack drilling operations were completed during February 2008 and the well is expected to begin production in April 2008. A workover of an existing Partnership well that was a significant producing well during 2006 but was shut-in for most of 2007 as a result of high water volumes was performed in February 2008 in an attempt to open a new productive zone. The workover was unsuccessful, and the well is expected to be plugged. A third partnership well was successfully re-completed in a new productive zone in June 2007, and cash flow from the well has significantly increased. Management believes the success of two of these three projects will enable the Partnership to operate on a short-term basis with positive cash flow levels, based upon current production and the estimated cash flow from the well expected to begin production in April 2008. Nonetheless, the managing general partner is considering several options related to the Partnership, including the possible sale of marketable assets and dissolution of the Partnership, as a result of the recurring losses incurred over the past several years, the erosion of partnership equity, and the lack of significant cash flows from operations.
The Partnership Agreement allows the Partnership to borrow funds or issue assessments of up to $20,000 per unit to the investor partners for subsequent operations deemed necessary to fully develop any of the initial Partnership prospects. The Partnership has no plans for subsequent operations on any of its prospects.
Results of Operations
Comparison of the Year Ended December 31, 2007 to the Year Ended December 31, 2006
During the year ended December 31, 2007, the Partnership incurred a net loss of $76,986 compared to a net loss of $2,941,263 for 2006, and saw net cash provided by operating activities decline from $128,663 to $55,331. Gas sales volume declined by 31.2% during 2007, going from a sales volume of 32,636 MCF in 2006 to a sales volume of 22,447 MCF during 2007. Gas sales account for 75-80% of total Partnership oil and gas revenues, and total oil and gas revenues declined by 25.8% in conjunction with the decline in gas sales volumes. During 2006, five productive wells accounted for 98.5% of the Partnership’s gas sales. One of these five wells ceased production during September 2006, and a second well was shut-in after three unsuccessful attempts to decrease high water volumes. This well produced for approximately thirty days during 2007 after a fourth attempt temporarily reduced water levels, but will be plugged and abandoned during 2008 after a final attempt to open a new productive zone in February 2008 was unsuccessful. Sales from these two wells fell from 10,100 MCF during 2006 to 2,081 MCF during 2007. Sales volumes on two other productive wells declined significantly during 2007. After a successful re-completion in a new productive zone, the fifth well increased sales volumes from 5,990 MCF during 2006 to 12,187 MCF during 2007. While the Partnership has a new discovery expected to provide significant gas sales beginning in April 2008, only one of the five wells producing during 2006 remains a significant producer as of December 31, 2007.
As a result of the significant impairment charges taken by the Partnership in both 2005 and 2006, the Partnership incurred property impairment expense of only $56,256 during 2007, compared to $2,805,385 during 2006. The 2007 impairment expense was the result of the decrease in estimated proved reserves from properties placed in production during 2005 and 2006 as a result of production declining at a greater rate than previously estimated.
As of December 31, 2007, the Partnership has one producing royalty interest well and four producing working interest wells, and has one additional well expected to begin production during April 2008.
Comparison of the Year Ended December 31, 2006 to the Year Ended December 31, 2005
The Partnership incurred a net loss of $2,941,263 for 2006 compared to a loss of $5,386,054 incurred for 2005. Property impairment expense of $2,805,385 was the major reason for the 2006 loss, and was the result of two primary factors. First, the exploration well completed by the Partnership in March 2006, while successful, did not have estimated reserves sufficient to recover the costs of drilling the well, and a second exploration well that was testing at December 31, 2005 was abandoned during 2006 as a dry hole. Secondly, the well performance of several successful Partnership wells completed in 2005 did not meet engineering expectations, which resulted in a significant reduction of estimated reserves. The property impairment expense for 2005 totaled $5,173,969, and resulted from the fact that the Partnership drilled five dry holes at a cost of $3.08 million and wrote off an additional $2.09 million because the value of estimated reserves discovered was less that the drilling costs of the successful wells.
As mentioned in our September 30, 2006 Form 10-Q, one well, which has historically been the most productive well for the Partnership, began producing significant levels of water during the second quarter of 2006. During the latter quarters of the year, three attempts were made to reduce this water production. All of the attempts proved unsuccessful, and the zone was abandoned. A re-completion attempt in a new zone expected to be productive was performed in February 2008 and was unsuccessful, and the well will be plugged and abandoned.
Partnership oil and gas revenues for 2006 totaled $311,888 compared to $113,465 for 2005. During 2005, the Partnership had three productive development wells and two productive purchased royalty interest wells, though one of the productive development wells ceased production prior to December 31, 2005. The Partnership had three developmental wells and one exploratory well which began production during 2006. One of these developmental wells ceased production in September, 2006, and one of the 2005 successful wells ceased production during the fourth quarter of 2006. One of the wells in which the Partnership had a royalty interest also ceased production during 2006. As of December 31, 2006, the Partnership had four producing working interest wells and one productive royalty interest well. Approximately $17,000 of the 2006 lease operating expenses were incurred in connection with the three unsuccessful workover attempts to reduce water or shut-off water production from the well described in the preceding paragraph. General and administrative costs were lower during 2006, primarily as a result of lower legal, accounting, and printing costs associated with SEC filings.
Oil and gas sales revenues for the fourth quarter of 2006 dropped to $68,482 compared to $91,828 during the third quarter, due to declining production from existing wells and because one Partnership well ceased production in September 2006 and another ceased production during the fourth quarter when workover attempts were unsuccessful in reducing and/or shutting off water production from the well. Oil and gas revenues are expected to continue to decline during 2007.
Off-Balance Sheet Arrangements
The Partnership does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structure finance or special purpose entities (SPEs), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of December 31, 2007, 2006, and 2005, the Partnership was not involved in any unconsolidated SPE transactions.
Contractual Obligations
The Partnership has no obligations under non-cancelable agreements as of December 31, 2007.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Interest Rate Risk
The Partnership has not borrowed any funds to date. The partnership agreement prohibited bank borrowings during the Partnership’s drilling phase of operations. The Partnership is permitted to borrow monies or assess partners for developmental activities on the prospects it has drilled, however, at this time the Partnership has no plans to conduct additional activities on any of its existing prospects. Consequently, the Partnership is subject to interest rate risk solely to the extent that changes in interest rates affect general economic conditions.
Commodity Price Risk
The Partnership has not engaged in and does not expect to engage in commodity futures trading or hedging activities or to enter into derivative financial instrument transactions for trading or other speculative purposes. The Partnership sells a vast majority of its production from successful oil and gas wells on a month-to-month basis at current spot market prices. Accordingly, the Partnership is at risk for the volatility in commodity prices inherent in the oil and gas industry, and the level of commodity prices has a significant impact on the Partnership’s results of operations.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Partnership’s financial statements and supplementary data are set forth in a separate section to this Annual Report, beginning on page.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As the Managing General Partner of the Partnership, Reef maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. The Partnership, under the supervision and with participation of its management, including the principal executive officer and principal financial officer of the Partnership’s general partner, Reef Oil & Gas Partners, L.P., evaluated the effectiveness of its “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report on Form 10-K. Based on that evaluation, the principal executive officer and principal financial officer of our general partner have concluded that the Partnership’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the principal executive officer and principal financial officer of our general partner, as appropriate to allow timely decisions regarding financial disclosure.
Management Report on Internal Control Over Financial Reporting
Management of the Partnership is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control - Integrated Framework, management of the Partnership concluded that the Partnership’s internal control over financial reporting was effective as of December 31, 2007.
This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Partnership to provide only management’s report in this annual report.
Changes in Internal Controls
There have not been any changes in the Partnership’s internal controls over financial reporting during the fiscal quarter ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The Partnership has no directors or executive officers; it is managed by Reef Oil & Gas Partners, L.P.
Reef Oil & Gas Partners, L.P. and Reef Exploration, L.P.
The Manager, officers and key personnel of the managing general partner, their ages, current positions with the managing general partner and/or RELP, and certain additional information are set forth below:
Michael J. Mauceli is the Manager and a member of Reef Oil & Gas Partners, GP, LLC, which is the general partner of Reef, as well as the Chief Executive Officer of RELP. Mr. Mauceli has been the principal executive officer of Reef since its formation in February 1999. He has served in this position with RELP since January 2006 and has served in this position with its predecessor entity, OREI, since 1987. Mr. Mauceli attended the University of Mississippi where he majored in business management and marketing as well as the University of Houston where he received his Commercial Real Estate License. He entered the oil and natural gas business in 1976 when he joined Tenneco Oil & Gas Company. Mr. Mauceli moved to Dallas in 1979, where he was independently employed by several exploration and development firms in planning exploration and marketing feasibility of privately sponsored drilling programs.
Kellam Colquitt joined RELP as Chief Operating Officer on February 14, 2006. Mr. Colquitt has over thirty-five years of experience in the oil and gas industry. Prior to joining RELP, Mr. Colquitt served as Vice President-Exploration of Vintage Petroleum, Inc. in Tulsa Oklahoma from 2001-2006. He also served as the General Manager-Exploration of Vintage Petroleum, Inc. from 2000-2001. Prior to that, Mr. Colquitt was employed from 1995-2000, first as Vice President-International Exploration Western Hemisphere and later as Vice President-U.S. Operations for Ranger Oil Limited. He is a 1971 graduate of Texas A&M University with a degree in geology. He is a member of the American Association of Petroleum Geologists, the Houston Petroleum Club, the Tulsa Geological Society, and the Houston Geological Society.
H. Walt Dunagin is Vice President-Land Manager of RELP. He has held this position since January 2006 and has served in this position with its predecessor entity, OREI, since 1990. He is responsible for all contracts with other industry partners and all land activities required for exploration, development and production, including lease acquisition, title opinions, curative, permitting, unitization, rights-of-way and environmental issues. A graduate of the University of Mississippi in 1969 with a B.B.A. degree, Walt’s career has also involved land work for ExxonMobil, ChevronTexaco, UNOCAL, Santa Fe Energy and Oryx Energy (now Kerr-McGee). Walt is a member of the Dallas Association of Petroleum Landmen and the Association of International Petroleum Negotiators.
Lawrence J. Harrison, Jr. is Vice President - Business Development of RELP. He joined RELP in October 2006 following fourteen years with The Oil & Gas Asset Clearinghouse, a leading acquisition and divestiture advisory firm. Mr. Harrison has served as an independent Landman verifying title ownership and acquiring leases and other agreements in support of clients drilling programs. He worked for Mobil Oil Corporation and several other
companies before joining The Clearinghouse. Mr. Harrison is a 1972 graduate of the University of Southern Mississippi with a Bachelor of Science degree in Communications. Mr. Harrison is a past president of the Houston Association of Professional Landmen and a past member of the American Association of Professional Landmen Executive Committee. He is currently a Director of the Louisiana Oil & Gas Association (LOGA) and a member of the ADAM Energy Forum and the Independent Petroleum Association of America.
Byron H. (Howard) Dean is Manager - Acquisitions and Divestitures of RELP and is responsible for solicitation and technical evaluation of acquisition and development opportunities for Reef. A registered petroleum engineer, Mr. Dean has over 30 years of industry experience with oil and natural gas operations and reservoir engineering, both domestic onshore and offshore. Prior to joining RELP, Mr. Dean was Senior Petroleum Engineer and Acquisition and Divestiture Specialist for PLS, Inc. and Noble Royalties, Inc. He is a 1974 graduate of the University of Texas at Arlington with a Bachelor of Science degree in Civil Engineering. Mr. Dean is an active member of the Society of Petroleum Engineers, the Society of Petroleum Evaluation Engineers, ADAM Energy Forum, and Texas Independent Producer and Royalty Owners Association.
Daniel C. Sibley became Chief Financial Officer of Reef in December 1999. He has served in the same position for RELP since January 2006, and has served in this position with RELP’s predecessor entity, OREI, since 1998. Mr. Sibley was employed as a Certified Public Accountant with Grant Thornton from 1977 to 1980. From 1980 to 1994, he was involved in the private practice of law. He received a B.B.A. in accounting from the University of North Texas in 1973, a law degree (J.D.) from the University of Texas in 1977, and a Master of Laws-Taxation degree (L.L.M.) from Southern Methodist University in 1984.
David M. Tierney has been employed by RELP since January 2006 and was previously with its predecessor entity, OREI, since March 2001. Mr. Tierney is the Controller of the Reef Global Energy Ventures and Reef Global Energy Ventures II partnerships. Mr. Tierney received a Bachelor’s degree from Davidson College in 1974, a Masters of Business Administration from Tulane University in 1976, and is a Texas Certified Public Accountant. Mr. Tierney has worked in public accounting, and has worked in the oil and gas industry since 1979. From 1992 through 2000 he served as controller/treasurer of an independent oil and gas exploration company.
Audit Committee and Nominating Committee
Because the Partnership has no directors, it does not have an audit committee, an audit committee financial expert or a nominating committee.
Code of Ethics
Because the Partnership has no employees, it does not have a code of ethics. Employees of the Partnership’s managing general partner, Reef, must comply with Reef’s Code of Ethics, a copy of which will be provided to investor partners, without charge, upon request made to Reef Oil and Gas Partners, L.P., 1901 N. Central Expressway, Suite 300, Richardson, Texas 75080, Attention: Daniel C. Sibley.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The following table summarizes the items of compensation to be received by Reef as the managing general partner of the Partnership.
Reef’s “partnership interest,” as described in the table above, refers only to its interest as managing general partner and does not include the interest Reef has as the result of its purchase of units in the Partnership, nor the 1% interest Reef has as the result of its payment of 1% of all lease costs, intangible drilling and development costs, and well completion costs. Reef purchased 5.01% of the outstanding Partnership units. Reef received a 10% interest as managing general partner of the Partnership and a 1% interest as a result of Reef’s payment of 1% of all lease costs, intangible drilling and development costs, and well completion costs for a total of an 11% interest. This 11% interest was not represented by partnership units. During 2006, Reef voluntarily gave up its 10% interest received for forming the Partnership, and now has only a 1% interest in the Partnership that is not represented by partnership units. As a result, Reef has a total interest in the Partnership of 5.96%.
Reef received a management fee of $1,424,916, which is 15% of the Partnership subscriptions exclusive of the units purchased by Reef. From this amount Reef paid all of the Partnership’s organization and offering costs, including sales commissions. The Partnership recorded $1,374,916 of this payment as offering costs, and $50,000 as organization costs in the December 31, 2004 financial statements.
Reef will be reimbursed for direct costs and all documented out-of-pocket expenses incurred on behalf of the Partnership, including administrative costs. During the years ended December 31, 2007, 2006, and 2005, the Partnership reimbursed Reef ($1,558), $26,468 and $7,295, respectively, for technical services costs which have been capitalized as project costs, and $16,802, $13,666 and $10,848, respectively, for administrative costs included as general and administrative expenses.
Operator fees are payable to OREI and RELP on the nine prospects where OREI and RELP serve as operator. OREI and RELP receive fees at the competitive rate in the geographical area of the prospects during the drilling and production phase of operations. Often these are charged as a monthly fee per well. During the years ended December 31, 2007, 2006, and 2005, the Partnership paid operator fees totaling $5,657, $4,507 and $27,954 to RELP and OREI. RELP (previously OREI) serves as operator for nine Partnership prospects upon which five successful and four unsuccessful wells were drilled. Of the five successful wells drilled, three are currently producing and two have ceased production.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information as of December 31, 2007 concerning all persons known by Reef to own beneficially more than 5% of the interests in the Partnership. Unless expressly indicated otherwise, each partner exercises sole voting and investment power with respect to the units beneficially owned.
(1) Reef Oil & Gas Partners, L.P.’s address is 1901 N. Central Expressway, Suite 300, Richardson, Texas 75080.
The managing general partner holds a 1% interest in the Partnership as a result of paying 1% of all leasehold, drilling and completion costs. In addition to this 1% interest not represented by Partnership units, Reef purchased 5.01% of the 500 Partnership units and, therefore, holds 5.01% of the 99% interest in the Partnership (4.96%) held by the unit holders.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Reef is the managing general partner of the Partnership. Along with its affiliates, Reef has entered into agreements with, and received compensation from, the Partnership for services it performs for the Partnership. See Item 11. - Executive Compensation.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The Partnership incurred professional audit and tax fees from its principal auditor BDO Seidman, LLP, as disclosed in the table below:
Fees for tax services are for review of the Partnership’s tax return.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)
1. Financial Statements
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statements of Partnership Equity
Statements of Cash Flows
Notes to Financial Statements
2. Financial Statement Schedules
None
3. Exhibits
A list of the exhibits filed or furnished with this report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished by us) is provided in the Exhibit Index at the end of this report. Those exhibits incorporated by reference herein are indicated as such by the information supplied in the parenthetical thereafter. Otherwise, the exhibits are filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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/ Michael J. Mauceli
Manager and Member of the general partner of Reef
Oil & Gas Partners, L.P. (Principal Executive Officer)
March 31, 2008
Michael J. Mauceli
/s/ Daniel C. Sibley
Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
March 31, 2008
Daniel C. Sibley
Reef Global Energy IV, L.P.
Financial Statements
For the Years Ended December 31, 2007, 2006 and 2005
Contents
Report of Independent Registered Public Accounting Firm
Audited Financial Statements
Balance Sheets
Statements of Operations
Statements of Partnership Equity
Statements of Cash Flows
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
The Partners
Reef Global Energy IV, L.P.
We have audited the accompanying balance sheets of Reef Global Energy IV, L.P. (the “Partnership”) as of December 31, 2007 and 2006, and the related statements of operations, partnership equity, and cash flows for the years ended December 31, 2007, 2006, 2005. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, the financial statements referred to above present fairly, in all material respects, the financial position of Reef Global Energy IV, L.P. at December 31, 2007, and 2006, and the results of its operations and its cash flows for the years ended December 31, 2007, 2006, and 2005, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 1 to the financial statements, the Partnership has suffered recurring losses from operations, erosion of partnership equity, and declines in cash flow from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
BDO Seidman, LLP
Dallas, Texas
March 28, 2008
Reef Global Energy IV, L.P.
Balance Sheets
See accompanying notes to financial statements and independent registered public accounting firm’s report.
Reef Global Energy IV, L.P.
Statements of Operations
See accompanying notes to financial statements and independent registered public accounting firm’s report.
Reef Global Energy IV, L.P.
Statements of Partnership Equity
See accompanying notes to financial statements and independent registered public accounting firm’s report.
Reef Global Energy IV, L.P.
Statements of Cash Flows
See accompanying notes to financial statements and independent registered public accounting firm’s report.
Reef Global Energy IV, L.P.
Notes to Financial Statements
December 31, 2007
1. Organization and Basis of Presentation
Reef Global Energy IV, L.P. (the Partnership) is the fourth in a series of five Nevada limited partnerships comprising a program called Reef Global Energy Ventures (the Program), pursuant to an S-1 Registration Statement declared effective by the Securities and Exchange Commission (the SEC) on May 31, 2001. In order to be formed, each partnership was required to sell a minimum of 50 partnership units at $20,000 per unit, including units purchased by the managing general partner. Each partnership formed as a part of the Program offered a maximum of 500 units for sale, consisting of a maximum of 375 limited partner units and a maximum of 125 general partner units. Reef Global Energy IV, L.P. offered 500 units for sale ($10,000,000), consisting of up to 375 limited partner units and up to 125 general partner units. Investor funds were held in escrow and were subject to reimbursement with interest if the minimum number of units was not sold. The Program filed a prospectus supplement with the SEC on September 21, 2004 describing the Partnership, and commenced offering units in the Partnership. Upon reaching the minimum subscription level, the Partnership was formed on November 10, 2004. The Partnership offering closed December 2, 2004, with sales to outside investors totaling 125 general partner units and 349.972 limited partner units, and sales to the managing general partner totaling 25.028 limited partner units.
The Partnership is a Nevada limited partnership formed under the Nevada Uniform Limited Partnership Act. Reef Oil & Gas Partners, L.P. (Reef) serves as the Partnership’s managing general partner. Partnership interests are held by the managing general partner and investor partners who are general and limited partners (investor partners). The managing general partner received a 10% interest in the Partnership as compensation for forming the Partnership, and also holds a 1% interest in the Partnership as a result of paying 1% of all leasehold, drilling and completion costs. This 11% interest was not represented by Partnership units. In addition, Reef purchased 5.01% of the Partnership units and, therefore, held 5.01% of the 89% interest in the Partnership (4.46%) held by the unit holders. Effective August 1, 2006, Reef reduced the interest it received as compensation for forming the Partnership from 10% to 5%, and effective November 1, 2006 it reduced this interest from 5% to 0%. Therefore, effective November 1, 2006, Reef holds a 1% interest in the partnership as a result of paying 1% of all leasehold, drilling and completion costs. This 1% interest is not represented by Partnership units. Effective November 1, 2006 Reef holds 5.01% of the 99% interest in the Partnership (4.96%) held by the unit holders. The Partnership primarily purchased working interests in exploratory and developmental drilling prospects and drilled oil and gas wells located onshore in the continental United States and in U.S. coastal waters in the Gulf of Mexico. Other partnerships formed as a part of this Program, as well as other private drilling partnerships managed by Reef also own interests in some of these wells. In instances where Reef affiliated entities own a majority working interest in a well, the well may be operated by OREI, Inc. (OREI) or Reef Exploration, L.P. (RELP), affiliates of the managing general partner.
Under the terms of the partnership agreement, certain income and expense items are allocated differently between the managing general partner and the investor partners. Allocations of income and expense to the managing general partner and investor partners are made quarterly based upon the number and type of partnership units held at the end of the quarter.
Reef Global Energy IV, L.P.
Notes to Financial Statements (continued)
Monthly cash distributions to partners are based upon the number and type of partnership units held at the close of the prior month. Prior to August 1, 2006, cash distributions to partners of the net cash flow from interest income and oil and natural gas sales revenues, less operating, general and administrative, and other costs were distributed 15.46% to the managing general partner (based upon the 11% interest not represented by units and the 4.45% interest represented by Partnership units) and 84.54% to investor partners. Effective November 1, 2006, cash distributions are distributed 5.96% to the managing general partner (based upon the 1% interest not represented by units and the 4.96% interest represented by Partnership units) and 94.04% to investor partners.
Going Concern
The accompanying financial statements have been prepared assuming the Partnership is a going concern, which assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Partnership has suffered recurring losses from operations that have utilized a major portion of partnership equity. While the Partnership appears to have adequate liquidity at December 31, 2007, there can be no assurance that such liquidity will remain sufficient.
These factors raise substantial doubt about the Partnership’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount of liabilities that might be necessary should the Partnership be unable to continue in existence.
The managing general partner is considering several options related to the Partnership, including the possible sale of marketable assets, as a result of the recurring losses incurred over the past several years, the erosion of partnership equity, and the lack of significant cash flows from operations.
2. Summary of Accounting Policies
Use of Estimates
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 amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
Reef Global Energy IV, L.P.
Notes to Financial Statements (continued)
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with maturity dates of no more than three months from the purchase date to be cash equivalents. Cash and cash equivalents consist of demand deposits and money market investments invested with a major national bank. The carrying value of the Partnership’s cash equivalents approximates fair value.
Risks and Uncertainties
Historically, the oil and gas market has experienced significant price fluctuations. Prices are impacted by local weather, supply in the area, availability and price of competitive fuels, seasonal variations in local demand, limited transportation capacity to other regions, and the worldwide supply and demand balance for crude oil.
The Partnership has not engaged in commodity futures trading or hedging activities and has not entered into derivative financial instrument transactions for trading or other speculative purposes. Accordingly, the Partnership is at risk for the volatility in commodity prices inherent in the oil and gas industry, and the level of commodity prices has a significant impact on the Partnership’s results of operations.
Oil and Natural Gas Properties
The Partnership follows the full cost method of accounting for crude oil and natural gas properties. Under this method, all direct costs and certain indirect costs associated with acquisition of properties and successful as well as unsuccessful exploration and development activities are capitalized. Depreciation, depletion, and amortization of capitalized crude oil and natural gas properties and estimated future development costs, excluding unproved properties, are based on the unit-of-production method using estimated proved reserves. For these purposes, proved gas reserves are converted to equivalent barrels at a rate of 6 Mcf to 1 Bbl. Net capitalized costs of crude oil and natural gas properties, as adjusted for asset retirement obligations, are limited to the lower of unamortized cost or the cost ceiling, defined as the sum of the present value of estimated future net revenues from proved reserves based on prices in effect at the end of the period held constant and discounted at 10 percent, plus the lower of cost or fair value of unproved properties, if any. Pursuant to full cost accounting rules, the Partnership performs a ceiling test quarterly as of the balance sheet date on its proved oil and natural gas properties. Excess capitalized costs are charged to property impairment expense. No gain or loss is recognized upon sale or disposition of crude oil and natural gas properties, unless such a sale would significantly alter the rate of depletion and amortization. Unproved properties consist primarily of drilling costs in progress on wells drilling for unproved reserves. Investments in unproved properties are not depleted pending determination of the existence of proved reserves. These unproved properties are assessed periodically to ascertain whether impairment has occurred.
Reef Global Energy IV, L.P.
Notes to Financial Statements (continued)
Restoration, Removal, and Environmental Liabilities
The Partnership is subject to extensive Federal, state and local environmental laws and regulations. These laws regulate the discharge of materials into the environment and may require the Partnership to remove or mitigate the environmental effects of the disposal or release of petroleum substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefit are expensed.
Liabilities for expenditures of a non-capital nature are recorded when environmental assessments and/or remediation is probable, and the costs can be reasonably estimated. Such liabilities are generally undiscounted values unless the timing of cash payments for the liability or component is fixed or reliably determinable.
The Partnership accounts for its asset retirement obligations in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations” (“SFAS No. 143”). Asset retirement costs and liabilities associated with future site restoration and abandonment of long-lived assets are initially measured at fair value which approximates the cost a third party would incur in performing the tasks necessary to retire such assets. The fair value is recognized in the financial statements as the present value of expected future cash expenditures for site restoration and abandonment. Subsequent to the initial measurement, the effect of the passage of time on the liability for the net asset retirement obligation (accretion expense) and the amortization of the asset retirement cost are recognized in the results of operations.
The following table summarizes the Partnership’s asset retirement obligation for the years ended December 31, 2007 and 2006.
Recognition of Revenue
The Partnership enters into sales contracts for disposition of its share of oil and natural gas production from productive wells. Revenues are recognized based upon the Partnership’s share of metered volumes delivered to its purchasers each month. The Partnership had no material gas imbalances at December 31, 2007, 2006, and 2005.
Reef Global Energy IV, L.P.
Notes to Financial Statements (continued)
Income Taxes
The Partnership’s net income or loss flows directly through to its partners, who are responsible for the payment of Federal taxes on their respective share of any income or loss. Therefore, there is no provision for federal income taxes in the accompanying financial statements.
As of December 31, 2007, the tax basis of the Partnership’s assets exceeds the financial reporting basis of the assets by approximately $2.05 million, primarily due to the difference between property impairment costs deducted for financial reporting purposes and intangible drilling costs deducted for income tax purposes.
Fair Value of Financial Instruments
The carrying amounts of the Partnership’s short-term financial instruments, including cash equivalents, accounts receivable and accounts payable, approximate their fair values based on the short maturities of those instruments.
Reclassifications
Certain information provided for prior years has been reclassified to conform to the current year presentation adopted as of December 31, 2007.
3. Transactions with Affiliates
The Partnership has no employees. RELP, an affiliate of Reef formed in 2005, employs a staff including geologists, petroleum engineers, landmen and accounting personnel who administer all of the Partnership’s operations. Prior to January 2, 2006, OREI, another Reef affiliate, employed this staff of employees. On January 2, 2006, the employees of OREI were transferred to RELP. In addition, during 2006 RELP assumed from OREI well operator status for all wells previously operated by OREI. The Partnership reimburses RELP and OREI for technical and administrative services at cost. During the years ended December 31, 2007, 2006, and 2005, the Partnership incurred technical services and administrative costs totaling $15,244, $40,134, and $18,143, respectively. Of these amounts, ($1,558), $26,468, and $7,295 represent technical services costs capitalized as project costs, and $16,802, $13,666, and $10,848 represent administrative costs included as general and administrative expenses.
Accounts receivable from affiliates totaled $27,920 as of December 31, 2006. The December 31, 2006 balance consisted of drilling costs related to a Partnership well for which Reef is paying 100% of the drilling cost (See Note 8). The Partnership settles its balances with Reef on a quarterly basis.
Accounts payable to affiliates totaled $6,240 and $90,336 at December 31, 2007 and 2006. RELP currently processes joint interest billings and revenue payments on behalf of the Partnership. The December 31, 2007 balance includes $752 due Reef for reimbursement of an
Reef Global Energy IV, L.P.
Notes to Financial Statements (continued)
overpayment made by Reef in connection with its obligation to pay 1% of all leasehold, drilling, and completion costs incurred by the Partnership. The remaining balance of $5,488 is due RELP for administrative service costs provided by RELP, as well as for joint interest charges net of revenue payments processed by RELP on behalf of the Partnership. The December 31, 2006 balance due is for technical and administrative services costs provided by RELP, as well as for joint interest charges net of revenue payments processed by RELP on behalf of the Partnership. The Partnership settles its balances with RELP and Reef on a quarterly basis.
If an affiliate of Reef serves as operator of a Partnership prospect, then operator fees will be payable to the affiliate. Under such circumstances, such affiliate will receive fees at the competitive rate in the area during the drilling and production phase of operations. Often these are charged as a monthly fee per well as agreed to in an operating agreement signed by the Partnership as well as outside third party working interests in the well. During the years ended December 31, 2007, 2006, and 2005, the Partnership paid drilling overhead fees totaling $0, $199, and $26,182 to RELP and OREI. During the years ended December 31, 2007, 2006, and 2005, the Partnership paid $5,236, $4,308, and $1,772 in operating overhead fees to RELP and OREI.
4. Prepaid Drilling Costs
At December 31, 2006, the Partnership had prepaid $26,597 in connection with intangible drilling costs to be incurred on a well in which the Partnership has a working interest and which was drilling at December 31, 2006.
5. Major Customers
The Partnership sells crude oil and natural gas on credit terms to refiners, pipelines, marketers, and other users of petroleum commodities. Revenues are received directly from these parties or, in certain circumstances, paid to the operator of the property who disburses to the Partnership its percentage share of the revenues. During the year ended December 31, 2007, four marketers and one operator accounted for 41.0%, 17.2%, 16.8%, 13.4%, and 10.7% of the Partnership’s oil and gas revenues, respectively. During the year ended December 31, 2006, three marketers and one operator accounted for 32.9%, 21.8%, 13.4%, and 23.0% of the Partnership’s oil and gas revenues, respectively. During the year ended December 31, 2005, one marketer and one operator purchased all of the Partnership’s products and accounted for 75.6% and 24.4% of the Partnership’s oil and gas revenues, respectively. Due to the competitive nature of the market for purchase of crude oil and natural gas, the Partnership does not believe that the loss of any particular purchaser would have a material adverse impact on the Partnership.
6. Commitments and Contingencies
The Partnership is not currently involved in any legal proceedings.
Reef Global Energy IV, L.P.
Notes to Financial Statements (continued)
7. Partnership Equity
Sales of Partnership units began on September 21, 2004. Proceeds received were placed into an interest bearing escrow account until the Partnership reached the minimum subscription level of 50 units. The Partnership was formed on November 10, 2004, and the sale of Partnership units was closed on December 2, 2004 when all 500 Partnership units were sold. The Partnership raised $9,499,441 from the sale of 474.972 Partnership units to investor partners. Reef purchased the remaining 25.028 units (5.01%) for $425,475. Reef also contributes 1% of all leasehold, drilling, and completion costs when incurred, in addition to paying its pro rata share (4.96%) of the leasehold, drilling, and completion costs paid by the Partnership. In addition, Reef has agreed to reimburse the Partnership for 100% of the costs of drilling a developmental well in Louisiana. In connection with these obligations, Reef paid $104,917, $19,918, and $63,893 during the years ended December 31, 2007, 2006, and 2005, and has a receivable from the Partnership totaling $752 at December 31, 2007.
The Partnership also retained the interest income earned during 2004 and 2005, totaling $68,585, for use during the drilling phase of the Partnership.
All units, except those purchased by Reef, paid a 15% management fee to Reef to pay for Partnership organization and offering costs, including sales commissions. These costs totaled $1,424,916, leaving net capital contributions of $8,756,561 available for Partnership oil and gas activities. Of the $1,424,916, offering costs were $1,374,916 and organization costs were $50,000.
Reef exclusively manages and controls all aspects of the business of the Partnership. The Partnership agreement prohibits participation by investor partners in the Partnership’s day-to-day business decisions.
8. Partnership Projects
During 2004-2007, the Partnership utilized the $8,756,561 of net capital contributions to drill thirteen wells and to purchase royalty interests in a field in Louisiana with three producing oil and natural gas properties. The Partnership drilled six successful developmental wells and one successful exploratory well, four of which are still productive, and drilled two developmental dry holes and four exploratory dry holes. One of the royalty interest properties purchased by the Partnership is still productive.
In August 2006, the managing general partner agreed to pay 100% of the costs for a working interest in a developmental well in Louisiana. The well completed drilling operations in May 2007 and was unsuccessful, however, after reviewing the well logs and other geologic data, the wellbore was re-entered during the fourth quarter of 2007 and successfully sidetracked. Sidetrack drilling operations were completed during February 2008 and the well is expected to begin production in April 2008. Reef has agreed to continue to pay 100% of the cost of the sidetrack operations and completion. The managing general partner reimburses these well costs to the Partnership as incurred. The total cost of the well and sidetrack to the managing general partner
Reef Global Energy IV, L.P.
Notes to Financial Statements (continued)
is expected to total approximately $170,000. As of December 31, 2007 the Partnership had incurred and been reimbursed $103,853 of costs related to this well. The amounts reimbursed are classified as additional capital contributions on the accompanying balance sheet.
During 2006, OREI transferred operator status for all properties operated by OREI to RELP. RELP serves as operator of nine of the wells drilled by the Partnership. Four of these wells were unsuccessful and five were successful wells, of which three are still productive at December 31, 2007.
9. Subsequent Events
At December 31, 2007, the net capitalized costs of oil and natural gas properties exceeded the present value of estimated future net revenues from proved reserves based on prices in effect at the end of the period and held constant and discounted at 10 percent, which would require the Partnership to recognize property impairment expense equal to the difference between these amounts. However, subsequent to December 31, 2007 the Partnership had a successful discovery as a result of the completion of drilling on the sidetrack operations referred to in Note 8. This discovery has estimated proved reserves such that, after inclusion of these reserves, the present value of estimated future net revenues from proved reserves based on prices in effect at the end of the period held constant and discounted at 10% exceeds net capitalized costs, including those capitalized costs incurred subsequent to December 31, 2007 in connection with the drilling of this well. Therefore, the Partnership recorded no property impairment expense in the financial statements for the fourth quarter of 2007.
During February 2008, the Partnership attempted a workover of a well that had been shut-in and the current productive zone abandoned because of high water production volumes. An unsuccessful attempt was made to open a new productive zone in the well. The well is expected to be plugged and abandoned.
10. Supplemental Information on Oil & Natural Gas Exploration and Production Activities (Unaudited)
Capitalized Costs
The following table presents the Partnership’s aggregate capitalized costs relating to oil and gas activities at the end of each of the years indicated:
Reef Global Energy IV, L.P.
Notes to Financial Statements (continued)
Costs Incurred
The following table sets forth costs incurred in oil and natural gas acquisition, exploration, and development activities during the years ended December 31, 2007, 2006, and 2005:
Results of Operations
The following table sets forth results of operations from oil and gas producing activities for the years ended December 31, 2007, 2006, and 2005:
BOE = Barrels of Oil Equivalent (6 MCF equals 1 BOE)
Oil and Natural Gas Reserves
The following information describes changes during the year and balances of proved oil and natural gas reserves as of December 31, 2007, 2006, and 2005. The definitions used are in accordance with applicable Securities and Exchange Commission regulations.
Proved oil and natural gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, that is, prices and costs as of the date the estimate is made.
Reef Global Energy IV, L.P.
Notes to Financial Statements (continued)
Prices include consideration of changes in existing prices provided by contractual arrangements, but not escalations based upon future conditions. Additional development costs required to recover these proved reserves are estimated at approximately $8,857, $13,923 and $146,000 as of December 31, 2007, 2006, and 2005, respectively. All of the Partnership’s reserves are located in the United States.
(1) Oil includes both oil and natural gas liquids
(2) BOE (barrels of oil equivalent) is calculated by converting 6 MCF of natural gas to 1 BBL of oil. A BBL (barrel) of oil is one stock tank barrel, or 42 U.S. gallons liquid volume, of crude oil or other liquid hydrocarbons.
Standardized Measure of Discounted Future Net Cash Flows
As required by the FASB, the standardized measure of discounted future net cash flows is computed by applying year-end prices, costs and legislated tax rates and a discount factor of 10 percent to net proved reserves.
Changes in the demand for oil and natural gas, inflation, and other factors make such estimates inherently imprecise and subject to substantial revision. This table should not be construed to be an estimate of the current market value of the Partnership’s proved reserves.
Reef Global Energy IV, L.P.
Notes to Financial Statements (continued)
Changes in the Standardized Measure of Discounted Future Net Cash flows Relating to Proved Oil and Natural Gas Reserves
EXHIBIT INDEX
3.1 Form of Limited Partnership Agreement (incorporated by reference to Appendix A to the prospectus filed as part of Post-Effective Amendment No. 1 to Registration Statement on Form S-1, SEC File No.333-93399, as filed with the SEC on September 14, 2001).
10.1 Letter Agreement, dated November 7, 2001, by and between Reef Partners LLC and Challenger Minerals Inc. (incorporated by reference to Exhibit 10.2 of the Annual Report on Form 10-K of Reef Global Energy Ventures as filed with the SEC on March 5, 2002).
23.2* Consent of Gleason Engineering
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2* Certification of Chief Financial Officer pursuant to Rule 13-14(a) under the Securities Exchange Act of 1934.
32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350.
32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350.
* Filed herewith