ITEM 1. BUSINESS
General
The Dyco Oil and Gas Program 1982-1 Limited Partnership (the "1982-1 Program") and Dyco Oil and Gas Program 1982-2 Limited Partnership (the "1982-2 Program") (collectively, the "Programs") are Minnesota limited partnerships engaged in the production of oil and gas. The 1982-1 Program and 1982-2 Program commenced operations on June 14, 1982 and March 1, 1983, respectively, with the primary financial objective of investing their limited partners' subscriptions in the drilling of oil and gas prospects and then distributing to their limited partners all available cash flow from the Program's on- going production operations. Dyco Petroleum Corporation ("Dyco") serves as the General Partner of the Programs. See "Item 2.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the numbers of gross and net productive wells of the Programs as of December 31, 1995.
Well Statistics(1) As of December 31, 1995
1982-1 1982-2 Program Program ------- ------- Gross productive wells(2): Oil 2 - Gas 20 22 -- -- Total 22 22
Net productive wells(3): Oil .79 - Gas 2.31 2.53 ---- ---- Total 3.10 2.53
- - ----------
(1) The designation of a well as an oil well or gas well is made by Dyco based on the relative amount of oil and gas reserves for the well. Regardless of a well's oil or gas designation, it may produce oil, gas, or both oil and gas. (2) As used throughout this Annual Report, "Gross Well" refers to a well in which a working interest is owned. The number of gross wells is the total number of wells in which a working interest is owned. (3) As used throughout this Annual Report, "Net Well" refers to the sum of the fractional working interests owned in gross wells expressed as whole numbers and fractions thereof. For example, a 15% leasehold interest in a well represents one Gross Well, but 0.15 Net Well.
Drilling Activities
The Programs participated in no drilling activities for the year ended December 31, 1995.
Oil and Gas Production, Revenue, and Price History
The following table sets forth certain historical information concerning the oil (including condensates) and natural gas production, net of all royalties, overriding royalties, and other third party interests, of the Programs, revenues attributable to such production, and certain price and cost information.
Net Production Data
Year Ended December 31, ---------------------------- 1995 1994 1993 -------- -------- -------- 1982-1 Program: - - --------------
Production: Oil (Bbls)(1) 2,308 2,615 2,493 Gas (Mcf)(2) 170,795 168,203 216,923
Oil and gas sales: Oil $ 39,156 $ 40,017 $ 42,514 Gas 224,175 270,556 399,425 ------- ------- ------- Total $263,331 $310,573 $441,939 ======= ======= ======= Total direct operating expenses $134,081 $ 90,531 $115,318 ======= ======= =======
Direct operating expenses as a percentage of oil and gas sales 50.9% 29.1% 26.1%
Average sales price: Per barrel of oil $16.97 $15.30 $17.05 Per Mcf of gas 1.31 1.61 1.84
Direct operating expenses per equivalent Mcf of gas(3) $ .73 $ .49 $ .50
1982-2 Program: - - --------------
Production: Oil (Bbls)(1) 704 1,938 563 Gas (Mcf)(2) 437,387 475,083 329,173
Oil and gas sales: Oil $ 9,554 $ 21,248 $ 8,535 Gas 573,087 742,072 622,849 ------- ------- ------- Total $582,641 $763,320 $631,384 ======= ======= ======= Total direct operating expenses $168,278 $178,821 $187,145 ======= ======= ======= Direct operating expenses as a percentage of oil and gas sales 28.9% 23.4% 29.6%
Average sales price: Per barrel of oil $13.57 $10.96 $15.16 Per Mcf of gas 1.31 1.56 1.89
Direct operating expenses per equivalent Mcf of gas(3) $ .38 $ .37 $ .56
- - ----------
(1) As used throughout this Annual Report, "Bbls" refers to barrels of 42 U.S. gallons and represents the basic unit for measuring the production of crude oil and condensate oil. (2) As used throughout this Annual Report, "Mcf" refers to volume of 1,000 cubic feet under prescribed conditions of pressure and temperature and represents the basic unit for measuring the production of natural gas. (3) Oil production is converted to gas equivalents at the rate of six Mcf per barrel, representing the estimated relative energy content of gas and oil, which rate is not necessarily indicative of the relationship of oil and gas prices. The respective prices of oil and gas are affected by market and other factors in addition to relative energy content.
Proved Reserves and Net Present Value
The following table sets forth the Programs' estimated proved oil and gas reserves and net present value therefrom as of December 31, 1995. The schedule of quantities of proved oil and gas reserves was prepared by Dyco in accordance with the rules prescribed by the Securities and Exchange Commission (the "SEC"). As used throughout this Annual Report, "proved reserves" refers to those 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 oil and gas reservoirs under existing economic and operating conditions.
Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of estimated oil and gas production costs (including production taxes, ad valorem taxes, and operating expenses), and estimated future development costs discounted at 10% per annum. Net present value attributable to the Programs' proved reserves was calculated on the basis of current costs and prices at December 31, 1995. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The prices used by Dyco in calculating the net present value attributable to the Programs' proved reserves do not necessarily reflect market prices for oil and gas production subsequent to December 31, 1995. Furthermore, gas prices at December 31, 1995 were higher than the price used for determining the Programs' net present value of proved reserves for the year ended December 31, 1994. There can be no assurance that the prices used in calculating the net present value of the Programs' proved reserves at December 31, 1995 will actually be realized for such production.
The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; consequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the near future. Although every reasonable effort has been made to ensure that the reserve estimates reported herein represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures.
Proved Reserves and Net Present Values From Proved Reserves As of December 31, 1995
1982-1 Program: --------------
Estimated proved reserves: Natural gas (Mcf) 633,507 Oil and liquids (Bbls) 9,674
Net present value (discounted at 10% per annum) $581,851
1982-2 Program: --------------
Estimated proved reserves: Natural gas (Mcf) 973,504 Oil and liquids (Bbls) 707
Net present value (discounted at 10% per annum) $922,832
No estimates of the proved reserves of the Programs comparable to those included herein have been included in reports to any federal agency other than the SEC. Additional information relating to the Programs' proved reserves is contained in Notes 4 and 5 to the Programs' financial statements, included in Item 8 of this Annual Report.
Significant Properties
1982-1 Program --------------
As of December 31, 1995, the 1982-1 Program's properties consisted of 22 gross (3.10 net) productive wells in which the 1982-1 Program owned a working interest. The 1982-1 Program owned a non- working interest in an additional 9 gross wells. Affiliates of the 1982-1 Program operate 11 (35%) of its total wells. As of December 31, 1995, the 1982-1 Program's net interests in its properties resulted in estimated total proved reserves of 633,507 Mcf of natural gas and 9,674 barrels of oil. Substantially all of the 1982-1 Program's reserves are located in the Anadarko Basin of western Oklahoma and the Texas panhandle, which is an established oil and gas producing basin. All of the 1982-1 Program's properties are located onshore in the continental United States.
As of December 31, 1995, the 1982-1 Program's properties in the Anadarko Basin consisted of 21 gross (2.59 net) wells in which the 1982-1 Program own a working interest. The 1982-1 Program owned a non-working interest in an additional 8 gross wells. Affiliates of the 1982-1 Program operate 10 (34%) of its total wells in the Anadarko Basin. As of December 31, 1995, the 1982-1 Program's net interest in such wells resulted in estimated total proved reserves of approxi- mately 598,225 Mcf of natural gas and approximately 9,674 barrels of crude oil, with a present value (discounted at 10% per annum) of esti- mated future net cash flow of approximately $553,560.
1982-2 Program --------------
As of December 31, 1995, the 1982-2 Program's properties consisted of 22 gross (2.53 net) productive wells in which the 1982-2 Program owned a working interest. The 1982-2 Program owned a non- working interest in an additional 6 gross wells. Affiliates of the 1982-2 Program operate 10 (36%) of its total wells. As of December 31, 1995, the 1982-2 Program's net interests in its properties resulted in estimated total proved reserves of 973,504 Mcf of natural gas and 707 barrels of oil. All of the 1982-2 Program's reserves are located in the Anadarko Basin.
Title to Oil and Gas Properties
Management believes that the Programs have satisfactory title to their oil and gas properties. Record title to substantially all of the Programs' properties is held by Dyco as nominee.
Title to the Programs' properties is subject to customary royalty, overriding royalty, carried, working, and other similar interests and contractual arrangements customary in the oil and gas industry, to liens for current taxes not yet due, and to other encumbrances. Management believes that such burdens do not materially detract from the value of such properties or from the Programs' interest therein or materially interfere with their use in the operation of the Programs' business.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
On November 12, 1992 Larry and Leona Beck filed a lawsuit against Dyco and others in which the plaintiffs alleged damages to their land as a result of remediation operations conducted on the Paul King #1-7 well (Beck v. Trigg Drilling Company, Inc., et al., C-92-227, District Court of Beckham County, Oklahoma). The 1982-2 Program had an approximate 1.6% working interest in the Paul King #1-7 well at the time the lawsuit was filed. The lawsuit alleged claims based on negligence, private nuisance, public nuisance, trespass, unjust enrichment, constructive fraud, and permanent injunctive relief, all in amounts to be determined at trial. A trial was conducted in the matter on February 22, 1994 in which the jury entered a verdict in favor of the plaintiffs in the amount of approximately $5.5 million, consisting of approximately $2.75 million in actual damages and approximately $2.75 million in punitive damages. The 1982-2 Program's share of such verdict is approximately $43,000 in actual damages and approximately $8,800 in punitive damages. See Note 4 to the 1982-2 Program's financial statements included in Item 8 of this Annual Report. Dyco is presently appealing the matter.
Except for the foregoing litigation, to the knowledge of the management of Dyco and the Programs, neither Dyco, the Programs, nor the Programs' properties are subject to any litigation, the results of which would have a material effect on the Programs' or Dyco's financial condition or operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the limited partners of either Program during 1995.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND RELATED LIMITED PARTNER MATTERS
The Programs do not have an established trading market for their units of limited partnership interest ("Units"). Pursuant to the terms of the Programs' limited partnership agreements, Dyco, as General Partner, is obligated to annually offer a repurchase offer which is based on the estimated future net revenues from the Programs' reserves and is calculated pursuant to the terms of the limited partnership agreement. Such repurchase offer is recalculated monthly in order to reflect cash distributions made to the limited partners and other extraordinary events. The following table sets forth, for the periods indicated, Dyco's repurchase offer per Unit and the amount of the Programs' cash distributions per Unit for the same period. For purposes of this Annual Report, a Unit represents an initial subscription of $5,000 to a Program.
1982-1 PROGRAM --------------
Repurchase Cash Price Distributions ---------- ------------- 1994: First Quarter $60 $ - Second Quarter 56 20 Third Quarter 56 - Fourth Quarter 56 -
1995: First Quarter $56 - Second Quarter 56 - Third Quarter 54 - Fourth Quarter 54 -
1996: First Quarter $54 (1)
- - ---------- (1) To be declared in March 1996.
1982-2 PROGRAM --------------
Repurchase Cash Price Distributions ---------- ------------- 1994: First Quarter $147 $20 Second Quarter 144 25 Third Quarter 144 - Fourth Quarter 114 30
1995: First Quarter $114 - Second Quarter 114 - Third Quarter 129 30 Fourth Quarter 99 -
1996: First Quarter $ 99 (1)
- - ---------- (1) To be declared in March 1996.
The 1982-1 Program has 10,100 Units outstanding and approximately 3,425 limited partners of record. The 1982-2 Program has 8,080 Units outstanding and approximately 2,682 limited partners of record.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
General -------
The following general discussion should be read in conjunction with the analysis of results of operations provided below. In management's view, it is not possible to predict accurately either the short-term or long-term prices for oil or gas. Specifically, due to the oversupply of natural gas in recent years, certain of the Programs' gas producing properties have suffered, and continue to suffer during portions of the year, production curtailments and seasonal reductions in the prices paid by purchasers. Additional curtailments and seasonal or regional price reductions will adversely affect the operations and financial condition of the Programs. Gas sales prices, which have generally declined significantly since the mid-1980s, increased during the fourth quarter of 1995. See "Item 1. Business - Competition and Marketing." Actual future prices received by the Programs will likely be different from (and may be lower than) the prices in effect on December 31, 1995. In many past years, year- end prices have tended to be higher, and in some cases significantly higher, than the yearly average price actually received by the Programs for at least the year following the year-end valuation date. Management is unable to predict whether future gas prices will (i) stabilize, (ii) increase, or (iii) decrease. The amount of the Programs' cash flow, however, is dependent on such future gas prices.
1982-1 Program --------------
Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 -------------------------------------
Total oil and gas sales decreased 15.2% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was due to decreases in both the average price of natural gas sold and volumes of oil sold, partially offset by increases in both volumes of natural gas sold and the average price of oil sold during the year ended December 31, 1995 as compared to the year ended December 31, 1994. Volumes of oil sold decreased 307 barrels, while volumes of natural gas sold increased 2,592 Mcf for the year ended December 31, 1995 as compared to the year ended December 31, 1994. Average natural gas prices decreased to $1.31 per Mcf for the year ended December 31, 1995 from $1.61 per Mcf for the year ended December 31, 1994, while average oil prices increased to $16.97 per barrel for the year ended December 31, 1995 from $15.30 per barrel for the year ended December 31, 1994.
Oil and gas production expenses (including lease operating expenses and production taxes) increased 48.1% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This increase was primarily due to workover charges on several wells during the year ended December 31, 1995. As a percentage of oil and gas sales, these expenses increased to 50.9% for the year ended December 31, 1995 from 29.1% for the year ended December 31, 1994. This increase was primarily a result of the workover charges incurred during the year ended December 31, 1995 and the decrease in oil and gas sales discussed above.
Depreciation, depletion, and amortization of oil and gas properties decreased $26,059 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of an increase in the estimate of the 1982-1 Program's remaining natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 15.3% for the year ended December 31, 1995 from 21.4% for the year ended December 31, 1994. This percentage decrease was primarily a result of the dollar decrease in depreciation, depletion, and amortization as discussed above.
General and administrative expenses increased by $11,998 for the year ended December 31, 1995 as compared to the year ended December 31 1994. This increase resulted from an increase in both professional fees and printing and postage expenses during the year ended December 31, 1995 as compared to the year ended December 31, 1994. As a percentage of oil and gas sales, these expenses increased to 39.5% for the year ended December 31, 1995 from 29.7% for the year ended December 31, 1994. This percentage increase was primarily a result of the dollar increase in general and administrative expenses discussed above and the decrease in oil and gas sales discussed above.
Year Ended December 31, 1994 Compared to Year Ended December 31, 1993 -------------------------------------
Total oil and gas sales decreased 29.7% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This decrease was primarily due to a decrease in volumes of natural gas sold and decreases in the average prices of oil and natural gas sold. Volumes of oil sold increased slightly by 122 barrels, while volumes of natural gas sold decreased 48,720 Mcf for the year ended December 31, 1994 as compared to the year ended December 31, 1993. The decrease in volumes of natural gas sold was primarily due to volume adjustments made by a third party operator on one well who used an incorrect ownership interest in distributing revenues after such well had reached payout. Average oil and natural gas prices decreased to $15.30 per barrel and $1.61 per Mcf for the year ended December 31, 1994 from averages of $17.05 per barrel and $1.84 per Mcf for the year ended December 31, 1993.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased 21.5% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This decrease was primarily due to the decreases in the volumes of natural gas sold and decreases in the average prices of oil and natural gas sold during the year ended December 31, 1994 as compared to the year ended December 31, 1993. As a percentage of oil and gas sales, these expenses increased to 29.1% for the year ended December 31, 1994 compared to 26.1% for the year ended December 31, 1993. This increase was primarily a result of the decreases in the average prices of oil and natural gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $27,173 for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This decrease was primarily a result of the decrease in volumes of natural gas sold and an increase in the estimate of remaining natural gas reserves during 1994. As a percentage of oil and gas sales, this expense remained relatively constant at 21.4% for the year ended December 31, 1994 compared to 21.2% for the year ended December 31, 1993.
General and administrative expenses increased slightly by $1,067 for the year ended December 31, 1994 as compared to the year ended December 31, 1993. As a percentage of oil and gas sales, these expenses increased to 29.7% for the year ended December 31, 1994 from 20.6% for the year ended December 31, 1993. This percentage increase was primarily a result of the decreases in the average prices of oil and natural gas sold.
1982-2 Program -------------
Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 -------------------------------------
Total oil and gas sales decreased 23.7% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was due to a decrease in the average price of natural gas sold and decreases in the volumes of oil and natural gas sold, partially offset by an increase in the average price of oil sold during the year ended December 31, 1995 as compared to the year ended December 31, 1994. Volumes of oil and natural gas sold decreased by 1,234 barrels and 37,696 Mcf, respectively, for the year ended December 31, 1995 as compared to the year ended December 31, 1994. The decrease in volumes of oil sold resulted primarily from positive prior period volume adjustments from a purchaser on one well during the year ended December 31, 1994 and negative prior period volume adjustments on another well during the year ended December 31, 1995. The decrease in volumes of natural gas sold resulted primarily from
(i) higher production on one well during 1994 which was recompleted in early 1994 and (ii) positive prior period volume adjustments from purchasers on several wells during the year ended December 31, 1994, partially offset by positive prior period volume adjustments on several wells during the year ended December 31, 1995. Average natural gas prices decreased to $1.31 per Mcf for the year ended December 31, 1995 from $1.56 per Mcf for the year ended December 31, 1994, while the average price of oil sold increased to $13.57 per barrel for the year ended December 31, 1995 from $10.96 per barrel for the year ended December 31, 1994.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased 5.9% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease resulted primarily from (i) an accrual for certain litigation costs during the year ended December 31, 1994 and (ii) workover charges on several wells during the year ended December 31, 1994 which were incurred in order to improve the recovery of reserves, partially offset by workover charges on several wells during the year ended December 31, 1995. As a percentage of oil and gas sales, these expenses increased to 28.9% for the year ended December 31, 1995 from 23.4% for the year ended December 31, 1994. This percentage increase was primarily a result of the decrease in oil and gas sales discussed above.
Depreciation, depletion, and amortization of oil and gas properties decreased $93,773 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of both (i) the decrease in the volumes of oil and natural gas sold during the year ended December 31, 1995 as compared to the year ended December 31, 1994 and (ii) an upward revision in the estimate of the 1982-2 Program's remaining natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 18.4% for the year ended December 31, 1995 from 26.3% for the year ended December 31, 1994. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above, partially offset by the decrease in oil and gas sales discussed above.
As a result of a decline in natural gas prices during the first part of 1995, the 1982-2 Program recognized a non-cash charge against earnings of $14,169 during the year ended December 31, 1995. The valuation allowance for oil and gas properties at December 31, 1995 was necessary due to the unamortized costs of oil and gas properties exceeding the present value of the estimated future net revenues from the oil and gas properties. No similar charge was necessary during the year ended December 31, 1994.
General and administrative expenses increased by $9,532 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This increase resulted from an increase in both professional fees and printing and postage expenses during the year ended December 31, 1995 as compared to the year ended December 31, 1994. As a percentage of oil and gas sales, these expenses increased to 14.3% for the year ended December 31, 1995 from 9.7% for the year ended December 31, 1994. This increase was primarily a result of the dollar increase in general and administrative expenses discussed above and the decrease in oil and gas sales during the year ended Decem- ber 31, 1995 as compared to the year ended December 31, 1994.
Year Ended December 31, 1994 Compared to Year Ended December 31, 1993 -------------------------------------
Total oil and gas sales increased 20.9% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This increase was due to increases in the volumes of oil and natural gas sold, partially offset by decreases in the average prices of oil and natural gas sold. Volumes of oil and natural gas sold increased 1,375 barrels and 145,910 Mcf, respectively, for the year ended December 31, 1994 as compared to the year ended December 31, 1993. The increase in volumes of oil sold was primarily a result of an increase in production on one well which was recompleted in early 1994. The increase in volumes of natural gas sold was primarily a result of increased production from the recompleted well discussed above and positive prior period volume adjustments from purchasers on several wells during the year ended December 31, 1994. Average oil and natural gas prices decreased to $10.96 per barrel and $1.56 per Mcf for the year ended December 31, 1994 from averages of $15.16 per barrel and $1.89 per Mcf for the year ended December 31, 1993.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased 4.4% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This decrease resulted primarily from the accrual of lease operating expenses in 1993 associated with revenues received for overproduced wells, which amount was partially offset by an accrual for certain litigation costs in 1994 and workover charges incurred on several of the 1982-2 Program's wells during 1994. As a percentage of oil and gas sales, these expenses decreased to 23.4% for the year ended December 31, 1994 from 29.6% for the year ended December 31, 1993. This percentage decrease was primarily a result of the increases in volumes of oil and natural gas sold, partially offset by the decreases in the average prices of oil and natural gas sold during the year ended December 31, 1994 as compared to the year ended December 31, 1993.
Depreciation, depletion, and amortization of oil and gas properties increased $37,317 for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This increase was consistent with the increase in volumes of oil and natural gas sold, which amount was partially offset by an upward revision in the estimate of the 1982-2 Program's remaining oil and natural gas reserves during 1994. As a percentage of oil and gas sales, this expense remained relatively constant at 26.3% for the year ended December 31, 1994 compared to 25.9% for the year ended December 31, 1993. This expense stated as a percentage of oil and gas sales remained relatively constant due to the offsetting effects of the dollar increase as discussed above and the decreases in the prices of oil and natural gas sold.
General and administrative expenses remained relatively constant for the year ended December 31, 1994 as compared to the year ended December 31, 1993. As a percentage of oil and gas sales, these expenses decreased to 9.7% for the year ended December 31, 1994 from 11.7% for the year ended December 31, 1993. This decrease was primarily a result of the increase in volumes of oil and natural gas sold, partially offset by the decreases in the average prices of oil and natural gas sold during the year ended December 31, 1994 as compared to the year ended December 31, 1993.
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are distributed to the limited partners on a quarterly basis. See "Item 5. Market for the Registrant's Limited Partnership Units and Related Limited Partner Matters." The net proceeds from production are not reinvested in productive assets, except to the extent that producing wells are improved, or where methods are employed to permit more efficient recovery of reserves, thereby resulting in a positive economic impact. Assuming production levels for the year ended December 31, 1995, the 1982-1 Program's and 1982-2 Program's proved reserve quantities at December 31, 1995 would have a life of approximately 3.7 and 2.2 years, respectively, for gas reserves and 4.2 and 1.0 years, respectively, for oil reserves.
The Programs' available capital from the limited partners' subscriptions has been spent on oil and gas drilling activities and there should be no further material capital resource commitments in the future. The Programs have no debt commitments. Cash for operational purposes will be provided by current oil and gas production.
There can be no assurance as to the amount of the Programs' future cash distributions. The Programs' ability to make cash distributions depends primarily upon the level of available cash flow generated by the Programs' operating activities, which will be affected (either positively or negatively) by many factors beyond the control of the Programs, including the price of and demand for oil and natural gas and other market and economic conditions. Even if prices and costs remain stable, the amount of cash available for distributions will decline over time (as the volume of production from producing properties declines) since the Programs are not replacing production through acquisitions of producing properties and drilling.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors, including the extent of domestic and foreign production, foreign imports of oil, market demand, domestic and foreign economic conditions in general, and governmental regulations and tax laws. The general level of inflation in the economy did not have a material effect on the operations of the Programs in 1995. Oil and natural gas prices have fluctuated during recent years and generally have not followed the same pattern as inflation. See "Item 2. Properties - Oil and Gas Production, Revenue, and Price History."
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
We have audited the financial statements of the Dyco Oil and Gas Program 1982-1 Limited Partnership (a Minnesota limited partnership) as listed in Item 14(a) of this Form 10-K. These financial statements are the responsibility of the Program's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and dis- closures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Dyco Oil and Gas Program 1982-1 Limited Partnership at December 31, 1995 and 1994, and the results of its operations and cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma February 6, 1996
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP Balance Sheets December 31, 1995 and 1994
ASSETS ------ 1995 1994 -------- -------- CURRENT ASSETS: Cash and cash equivalents $ 29,087 $ 16,790 Accrued oil and gas sales, including $33,654 due from related parties in 1995 46,151 14,871 ------- ------- Total current assets $ 75,238 $ 31,661
NET OIL AND GAS PROPERTIES, utilizing the full cost method 216,077 256,428
DEFERRED CHARGE 59,970 102,269 ------- -------
$351,285 $390,358 ======= =======
LIABILITIES AND PARTNERS' CAPITAL ---------------------------------
CURRENT LIABILITIES: Accounts payable $ 6,648 $ 7,137 ------- ------- Total current liabilities $ 6,648 $ 7,137
ACCRUED LIABILITY 55,380 78,902
PARTNERS CAPITAL: General Partner, issued and outstanding, 100 Units 2,892 3,043 Limited Partners, issued and outstanding, 10,000 Units 286,365 301,276 ------- ------- Total Partners' Capital $289,257 $304,319 ------- -------
$351,285 $390,358 ======= =======
The accompanying notes are an integral part of these financial statements.
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP Statements of Operations For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993 ---------- -------- --------
REVENUES: Oil and gas sales, including $195,118, $252,043, and $423,709 of sales to related parties $263,331 $310,573 $441,939 Interest 207 3,610 4,258 Other - - 30,641 ------- ------- -------
$263,538 $314,183 $476,838
COSTS AND EXPENSES: Lease operating $115,436 $ 73,341 $ 81,958 Production taxes 18,645 17,190 33,360 Depreciation, depletion and amortization of oil and gas properties 40,413 66,472 93,645 General and administrative 104,106 92,108 91,041 ------- ------- -------
$278,600 $249,111 $300,004 ------- ------- -------
NET INCOME (LOSS) ($ 15,062) $ 65,072 $176,834 ======= ======= =======
GENERAL PARTNER (1%) - NET INCOME (LOSS) ($ 151) $ 651 $ 1,768 ======= ======= =======
LIMITED PARTNERS (99%) - NET INCOME (LOSS) ($ 14,911) $ 64,421 $175,066 ======= ======= =======
NET INCOME (LOSS) per Unit ($ 1) $ 6 $ 18 ======= ======= =======
UNITS OUTSTANDING 10,100 10,100 10,100 ======= ======= =======
The accompanying notes are an integral part of these financial statements.
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP Statements of Partners' Capital For the Years Ended December 31, 1995, 1994, and 1993
General Limited Partner Partners Total --------- ------------ ------------
Balances at Dec. 31, 1992 $10,724 $1,061,689 $1,072,413 Cash distributions ( 8,080) ( 799,920) ( 808,000) Net income 1,768 175,066 176,834 ------ --------- ---------
Balances at Dec. 31, 1993 $ 4,412 $ 436,835 $ 441,247 Cash distributions ( 2,020) ( 199,980) ( 202,000) Net income 651 64,421 65,072 ------ --------- ---------
Balances at Dec. 31, 1994 $ 3,043 $ 301,276 $ 304,319 Net income (loss) ( 151) ( 14,911) ( 15,062) ------ --------- ---------
Balances at Dec. 31, 1995 $ 2,892 $ 286,365 $ 289,257 ====== ========= =========
The accompanying notes are an integral part of these financial statements.
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP Statements of Cash Flows For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993 ---------- ---------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 15,062) $ 65,072 $176,834 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 40,413 66,472 93,645 (Increase) decrease in accrued oil and gas sales ( 31,280) 57,721 17,165 Decrease in related party receivable - - 467,089 (Increase) decrease in deferred charge 42,299 ( 99,973) ( 2,296) Increase (decrease) in accounts payable ( 489) 790 ( 97) Increase (decrease) in gas imbalance payable - ( 74,559) 23,115 Decrease in gas prepayment - - ( 58,249) Increase (decrease) in related party payable - ( 58,249) 58,249 Increase (decrease) in accrued liability ( 23,522) 78,902 - ------- ------- ------- Net cash provided by operating activities $ 12,359 $ 36,176 $775,455 ------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas properties ($ 88) ($ 767) ($ 32,571) Retirements of oil and gas properties 26 10,290 1,138 ------- ------- ------- Net cash provided (used) by investing activities ($ 62) $ 9,523 ($ 31,433) ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions - ($202,000) ($808,000) ------- ------- ------- Net cash used by financing activities - ($202,000) ($808,000) ------- ------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 12,297 ($156,301) ($ 63,978)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 16,790 173,091 237,069 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 29,087 $ 16,790 $173,091 ======= ======= =======
The accompanying notes are an integral part of these financial statements.
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP Notes to Financial Statements For the Years Ended December 31, 1995, 1994, and 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1982-1 Limited Partnership (the "Program"), a Minnesota limited partnership, commenced operations on June 14, 1982. Dyco Petroleum Corporation ("Dyco") is the general partner of the Program. Affiliates of Dyco owned 3,857.66 (38.2%) of the Program's Units at December 31, 1995.
The Program's sole business is the development and production of oil and natural gas with a concentration on natural gas. Substantially all of the Program's natural gas reserves are being sold regionally in the "spot market." Due to the highly competitive nature of the spot market, prices on the spot market are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines.
Cash and Cash Equivalents
The Program considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are not insured, which cause the Program to be subject to risk.
Credit Risk
Accrued oil and gas sales which are due from a variety of oil and natural gas purchasers subject the Program to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
Oil and gas operations are accounted for using the full cost method of accounting. All productive and non-productive costs associated with the acquisition, exploration, and development of oil and gas reserves are capitalized. Capitalized costs are depleted on the gross revenue method using estimates of proved reserves. The full cost amortization rates per equivalent Mcf of gas produced during the years ended December 31, 1995, 1994, and 1993 were $0.22, $0.36, and $0.40, respectively. In the event the unamortized cost of oil and gas properties being amortized exceeds the full cost ceiling (as defined by the Securities and Exchange Commission) the excess is charged to expense in the year during which such excess occurs. In addition, the Securities and Exchange Commission rules provide that if prices decline subsequent to year end, any excess that results from these declines may also be charged to expense during the current year. Sales and abandonments of properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved oil and gas reserves.
Deferred Charge
The Deferred Charge at December 31, 1995 and 1994 represents costs deferred for lease operating expenses incurred in connection with the Program's underproduced gas imbalance position. At December 31, 1995, cumulative total gas sales volumes for underproduced wells were less than the Program's pro- rata share of total gas production from these wells by 123,727 Mcf, resulting in prepaid lease operating expenses of $59,970. At December 31, 1994, cumulative total gas sales volumes for underproduced wells were less than the Program's pro-rata share of total gas production from these wells by 174,640 Mcf, resulting in prepaid lease operating expenses of $102,269.
Accrued Liability
Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Program's overproduced gas imbalance position. At December 31, 1995, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 114,257 Mcf, resulting in accrued lease operating expenses of $55,380. At December 31, 1994, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 134,738 Mcf, resulting in accrued lease operating expenses of $78,902.
Oil and Gas Sales and Gas Imbalance Payable
The Program's oil and condensate production is sold, title passed, and revenue recognized at or near the Program's wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of natural gas applicable to the Program's interest in producing oil and gas leases are recorded as income when the gas is metered and title transferred pursuant to the gas sales contracts covering the Program's interest in natural gas reserves. During such times as the Program's sales of gas exceed its pro rata ownership in a well, such sales are recorded as income unless total sales from the well have exceeded the Program's share of estimated total gas reserves underlying the property at which time such excess is recorded as a liability. At December 31, 1995 and 1994 no such liability was recorded.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Further, accrued oil and gas sales, the deferred charge, the gas imbalance payable, and the accrued liability all involve estimates which could materially differ from the actual amounts ultimately realized or incurred in the near term. Oil and gas reserves (see Note 4) also involve significant estimates which could materially differ from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax returns of the partners. Accordingly, no recognition has been given to income taxes in the accompanying financial statements.
2. TRANSACTIONS WITH RELATED PARTIES
Under the terms of the Program's partnership agreement, Dyco is entitled to receive a reimbursement for all direct expenses and general and administrative, geological, and engineering expenses it incurs on behalf of the Program. During the years ended December 31, 1995, 1994, and 1993, such expenses totaled $104,106, $92,108, and $91,041, respectively, of which $74,460, $74,460, and $73,743, were paid to Dyco and its affiliates.
Affiliates of the Program operate certain of the Program's properties. Their policy is to bill the Program for all customary charges and cost reimbursements associated with these activities, together with any compressor rentals, consulting, or other services provided.
The Program sells gas at market prices to Premier Gas Company ("Premier") and other similar gas marketing firms. Such firms may then resell such gas to third parties at market prices. Premier was an affiliate of the Program until December 6, 1995. During 1995, 1994, and 1993, these sales totaled $195,118, $252,043, and $423,709, respectively. At December 31, 1995, accrued oil and gas sales included $33,654 due from Premier. There were no accrued oil and gas sales due from Premier at December 31, 1994.
3. MAJOR CUSTOMERS
The following purchasers individually accounted for more than 10% of the combined oil and gas sales of the Program for the years ended December 31, 1995, 1994, and 1993:
Purchaser 1995 1994 1993 --------- ----- ----- -----
Premier 74.1% 81.2% 95.9% National Cooperative Refinery 20.4% - % - %
In the event of interruption of purchases by these significant customers or the cessation or material change in availability of open-access transportation by the Program's pipeline transporters, the Program may encounter difficulty in marketing its gas and in maintaining historic sales levels. Alternative purchasers or transporters may not be readily available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas activities of the Program is presented pursuant to the disclosure requirements promulgated by the Securities and Exchange Commission.
Capitalized Costs
The Program's capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance were as follows:
December 31, ---------------------------- 1995 1994 ------------- -------------
Proved properties $52,568,885 $52,568,823
Unproved properties, not subject to depreciation, depletion, and amortization - - ---------- ----------
$52,568,885 $52,568,823
Less accumulated depreciation, depletion, amortization, and valuation allowance ( 52,352,808) ( 52,312,395) ---------- ----------
Net oil and gas properties $ 216,077 $ 256,428 ========== ==========
Costs Incurred
Costs incurred by the Program in connection with its oil and gas property acquisition, exploration, and development activities were as follows:
December 31, ------------------------- 1995 1994 1993 ------- ------- -------
Acquisition of properties $ - $ - $ - Exploration costs - - - Development costs 88 767 32,571 ------ ------ ------
Total costs incurred $ 88 $ 767 $32,571 ====== ====== ======
The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; con- sequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the near future. Although every reasonable effort has been made to ensure that the reserve estimates reported herein represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
We have audited the financial statements of the Dyco Oil and Gas Program 1982-2 Limited Partnership (a Minnesota limited partnership) as listed in Item 14(a) of this Form 10-K. These financial statements are the responsibility of the Program's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and dis- closures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Dyco Oil and Gas Program 1982-2 Limited Partnership at December 31, 1995 and 1994, and the results of its operations and cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma February 6, 1996
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP Balance Sheets December 31, 1995 and 1994
ASSETS ------ 1995 1994 -------- -------- CURRENT ASSETS: Cash and cash equivalents $160,547 $ 59,881 Accrued oil and gas sales, including $78,204 and $93,816 due from related parties 90,919 109,603 ------- ------- Total current assets $251,466 $169,484
NET OIL AND GAS PROPERTIES, utilizing the full cost method 340,653 461,002
DEFERRED CHARGE 24,820 35,910 ------- -------
$616,939 $666,396 ======= =======
LIABILITIES AND PARTNERS' CAPITAL ---------------------------------
CURRENT LIABILITIES: Accounts payable $ 27,055 $ 27,296 Gas imbalance payable 8,822 40,855 ------- ------- Total current liabilities $ 35,877 $ 68,151
ACCRUED LIABILITY 67,850 60,316
CONTINGENCY (Note 4)
PARTNERS' CAPITAL: General Partner, issued and outstanding, 80 Units 5,132 5,379 Limited Partners, issued and outstanding, 8,000 Units 508,080 532,550 ------- ------- Total Partners' Capital $513,212 $537,929 ------- ------- $616,939 $666,396 ======= =======
The accompanying notes are an integral part of these financial statements.
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP Statements of Operations For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993 -------- -------- --------
REVENUES: Oil and gas sales, including $471,392, $626,073, and $622,137 of sales to related parties $582,641 $763,320 $631,384 Interest 7,766 5,542 3,266 ------- ------- -------
$590,407 $768,862 $634,650
COSTS AND EXPENSES: Lease operating $126,949 $123,535 $141,268 Production taxes 41,329 55,286 45,877 Depreciation, depletion and amortization of oil and gas properties 107,051 200,824 163,507 Valuation allowance for oil and gas properties 14,169 - - General and administrative 83,226 73,694 73,834 ------- ------- -------
$372,724 $453,339 $424,486 ------- ------- ------- NET INCOME $217,683 $315,523 $210,164 ======= ======= =======
GENERAL PARTNER (1%) - NET INCOME $ 2,177 $ 3,155 $ 2,102 ======= ======= =======
LIMITED PARTNERS (99%) - NET INCOME $215,506 $312,368 $208,062 ======= ======= =======
NET INCOME per Unit $ 27 $ 39 $ 26 ======= ======= =======
UNITS OUTSTANDING 8,080 8,080 8,080 ======= ======= =======
The accompanying notes are an integral part of these financial statements.
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP Statements of Partners' Capital For the Years Ended December 31, 1995, 1994, and 1993
General Limited Partner Partners Total --------- ------------ ------------
Balances at Dec. 31, 1992 $10,626 $1,052,016 $1,062,642 Cash distributions ( 4,444) ( 439,956) ( 444,400) Net income 2,102 208,062 210,164 ------ --------- ---------
Balances at Dec. 31, 1993 $ 8,284 $ 820,122 $ 828,406 Cash distributions ( 6,060) ( 599,940) ( 606,000) Net income 3,155 312,368 315,523 ------ --------- ---------
Balances at Dec. 31, 1994 $ 5,379 $ 532,550 $ 537,929 Cash distributions ( 2,424) ( 239,976) ( 242,400) Net income 2,177 215,506 217,683 ------ --------- ---------
Balances at Dec. 31, 1995 $ 5,132 $ 508,080 $ 513,212 ====== ========= =========
The accompanying notes are an integral part of these financial statements.
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP Statements of Cash Flows For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993 ---------- -------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $217,683 $315,523 $210,164 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amorti- zation of oil and gas properties 107,051 200,824 163,507 Valuation allowance for oil and gas properties 14,169 - - Increase (decrease) in accrued oil and gas sales 18,684 ( 5,756) 46,415 (Increase) decrease in deferred charge 11,090 ( 35,910) - Increase (decrease) in accounts payable ( 241) 18,742 1,879 Increase (decrease) in gas imbalance payable ( 32,033) ( 3,333) 44,188 Increase in accrued liability 7,534 27,995 32,321 ------- ------- ------- Net cash provided by operating activities $343,937 $518,085 $498,474 ------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas properties ($ 3,273) ($ 712)($ 99,679) Retirements of oil and gas properties 2,402 12,680 1,006 ------- ------- ------- Net cash provided (used) by investing activities ($ 871) $ 11,968 ($ 98,673) ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($242,400) ($606,000)($444,400) ------- ------- ------- Net cash used by financing activities ($242,400) ($606,000)($444,400) ------- ------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $100,666 ($ 75,947)($ 44,599)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 59,881 135,828 180,427 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $160,547 $ 59,881 $135,828 ======= ======= =======
The accompanying notes are an integral part of these financial statements.
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP Notes to Financial Statements For the Years Ended December 31, 1995, 1994, and 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1982-2 Limited Partnership (the "Program "), a Minnesota limited partnership, commenced operations on March 1, 1983. Dyco Petroleum Corporation ("Dyco") is the general partner of the Program. Affiliates of Dyco owned 2,848.06 (35.2%) of the Program's Units at December 31, 1995.
The Program's sole business is the development and production of oil and natural gas with a concentration on natural gas. Substantially all of the Program's natural gas reserves are being sold regionally in the "spot market." Due to the highly competitive nature of the spot market, prices on the spot market are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines.
Cash and Cash Equivalents
The Program considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are not insured, which cause the Program to be subject to risk.
Credit Risk
Accrued oil and gas sales which are due from a variety of oil and natural gas purchasers subject the Program to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
Oil and gas operations are accounted for using the full cost method of accounting. All productive and non-productive costs associated with the acquisition, exploration, and development of oil and gas reserves are capitalized. Capitalized costs are depleted the gross revenue method using estimates of proved reserves. The full cost amortization rates per equivalent Mcf of
gas produced during the years ended December 31, 1995, 1994, and 1993 were $0.24, $0.41, and $0.49, respectively. In the event the unamortized cost of oil and gas properties being amortized exceeds the full cost ceiling (as defined by the Securities and Exchange Commission) the excess is charged to expense in the year during which such excess occurs. In addition, the Securities and Exchange Commission rules provide that if prices decline subsequent to year end, any excess that results from these declines may also be charged to expense during the current year. During the year ended December 31, 1995, the Program charged to expense a valuation allowance of $14,169 which represents the amount of unamortized oil and gas properties which exceeded the full cost ceiling. No such valuation allowance was incurred in 1994 or 1993. This valuation allowance should have been recognized during the first quarter of 1995 and reflected in the Program's Quarterly Report on Form 10-Q for the three months ended March 31, 1995. Sales and abandonments of properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved oil and gas reserves.
Deferred Charge
Deferred Charge represents costs deferred for lease operating expenses incurred in connection with the Program's underproduced gas imbalance position. At December 31, 1995, cumulative total gas sales volumes for underproduced wells were less than the Program's pro-rata share of total gas production from these wells by 99,718 Mcf, resulting in prepaid lease operating expenses of $24,820. At December 31, 1994, cumulative total gas sales volumes for underproduced wells were less than the Program's pro- rata share of total gas production from these wells by 147,779 Mcf, resulting in prepaid lease operating expenses of $35,910.
Accrued Liability
The Accrued Liability at December 31, 1995 and 1994 represents charges accrued for lease operating expenses incurred in connection with the Program's overproduced gas imbalance position. At December 31, 1995, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 272,600 Mcf, resulting in accrued lease operating expenses of $67,850. At December 31, 1994, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 248,214 Mcf, resulting in future lease operating expenses of $60,316.
Oil and Gas Sales and Gas Imbalance Payable
The Program's oil and condensate production is sold, title passed, and revenue recognized at or near the Program's wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of natural gas applicable to the Program's interest in producing oil and gas leases are recorded as income when the gas is metered and title transferred pursuant to the gas sales contracts covering the Program's interest in natural gas reserves. During such times as the Program's sales of gas exceed its pro rata ownership in a well, such sales are recorded as income unless total sales from the well have exceeded the Program's share of estimated total gas reserves underlying the property at which time such excess is recorded as a liability. At December 31, 1995, total sales exceeded the Program's share of estimated total gas reserves on one well by $8,822 (4,478 Mcf). At December 31, 1994, total sales exceeded the Program's share of estimated total gas reserves on two wells by $40,855 (26,529 Mcf). These amounts were recorded as gas imbalance payables at December 31, 1995 and 1994 in accordance with the sales method.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Further, accrued oil and gas sales, the deferred charge, the gas imbalance payable, and the accrued liability all involve estimates which could materially differ from the actual amounts ultimately realized or incurred in the near term. Contingent liabilities from litigation (see Note 4) and oil and gas reserves (see Note 5) also involve significant estimates which could materially differ from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax returns of the partners. Accordingly, no recognition has been given to income taxes in the accompanying financial statements.
2. TRANSACTIONS WITH RELATED PARTIES
Under the terms of the Program's partnership agreement, Dyco is entitled to receive a reimbursement for all direct expenses and general and administrative, geological, and engineering expenses it incurs on behalf of the Program. During the years ended December 31, 1995, 1994, and 1993, such expenses totaled $83,226, $73,694, and $73,834, respectively, of which $58,440, $58,440, and $57,879, were paid to Dyco and its affiliates.
Affiliates of the Program operate certain of the Program's properties. Their policy is to bill the Program for all customary charges and cost reimbursements associated with these activities, together with any compressor rentals, consulting, or other services provided.
The Program sells gas at market prices to Premier Gas Company ("Premier") and other similar gas marketing firms. Such firms may then resell such gas to third parties at market prices. Premier was an affiliate of the Program until December 6, 1995. During 1995, 1994, and 1993, these sales totaled $471,392, $626,073, and $622,137, respectively. At December 31, 1995 and 1994, accrued oil and gas sales included $78,204 and $93,816, respectively, due from Premier.
3. MAJOR CUSTOMERS
The following purchaser individually accounted for more than 10% of the combined oil and gas sales (excluding the gas imbalance adjustment) of the Program for the years ended December 31, 1995, 1994, and 1993:
Purchaser 1995 1994 1993 --------- ----- ----- -----
Premier 80.9% 82.0% 98.5%
In the event of interruption of purchases by this significant customer or the cessation or material change in availability of open-access transportation by the Program's pipeline transporters, the Program may encounter difficulty in marketing its gas and in maintaining historic sales levels. Alternative purchasers or transporters may not be readily available.
4. CONTINGENCY
On November 12, 1992, two individuals filed a lawsuit against Dyco and others in which the plaintiffs alleged damages to their land as a result of remediation operations conducted on one of the Program's wells on an adjoining property. The lawsuit alleged claims based on negligence, private nuisance, public nuisance, trespass, unjust enrichment, constructive fraud, and permanent injunctive relief, all in amounts to be determined at trial. A trial was conducted in the matter on February 22, 1994 in which the jury entered a verdict in favor of the plaintiffs in the amount of approximately $5.5 million, consisting of approximately $2.75 million in actual damages and approximately $2.75 million in punitive damages. The 1982-2 Program's share of such verdict is approximately $43,000 in actual damages and approximately $8,800 in punitive damages. Dyco is presently appealing the matter. Included in these financial statements as of December 31, 1995 and 1994 is an accrual by the General Partner of $20,000 representing the Program's share of estimated ultimate damages resulting from this lawsuit.
5. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas activities of the Program is presented pursuant to the disclosure requirements promulgated by the Securities and Exchange Commission.
Capitalized Costs
The Program's capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance were as follows:
December 31, ---------------------------- 1995 1994 ------------- -------------
Proved properties $38,332,779 $38,331,908
Unproved properties, not subject to depreciation, depletion, and amortiza- tion - - ---------- ---------- $38,332,779 $38,331,908
Less accumulated depreciation, depletion, amortization, and valuation allowance ( 37,992,126) ( 37,870,906) ---------- ----------
Net oil and gas properties $ 340,653 $ 461,002 ========== ==========
Costs Incurred
Costs incurred by the Program in connection with its oil and gas property acquisition, exploration, and development activities were as follows:
December 31, ------------------------- 1995 1994 1993 ------- ------- -------
Acquisition of properties $ - $ - $ - Exploration costs - - - Development costs 3,273 712 99,679 ------ ------ ------
Total costs incurred $ 3,273 $ 712 $99,679 ====== ====== ======
The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; con- sequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the near future. Although every reasonable effort has been made to ensure that the reserve estimates reported herein represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Programs are limited partnerships and have no directors or executive officers. The following individuals are directors and executive officers of Dyco, General Partner. The business address of such directors and executive officers is Two West Second Street, Tulsa, Oklahoma 74103.
NAME AGE POSITION WITH DYCO ---------------- --- -------------------------------- C. Philip Tholen 47 Chief Executive Officer, Presi- dent, and Chairman of the Board of Directors
Dennis R. Neill 43 Senior Vice President and Director
Jack A. Canon 46 Senior Vice President - General Counsel and Director
Patrick M. Hall 37 Senior Vice President - Controller
Annabel M. Jones 42 Secretary
Judy F. Hughes 49 Treasurer
The directors will hold office until the next annual meeting of shareholders of Dyco and until their successors have been duly elected and qualified. All executive officers serve at the discretion of the Board of Directors.
C. Philip Tholen joined the Samson Companies in 1977 and has served as President, Chief Executive Officer, and Director of Dyco since June 18, 1991. Prior to joining the Samson Companies, he was an audit manager for Arthur Andersen & Co. in Tulsa where he specialized in oil and natural gas industry audits and contract audits. He holds a Bachelor of Science degree in accounting from the University of Tulsa and is a Certified Public Accountant. Mr. Tholen is also Executive Vice President, Chief Financial Officer, Treasurer, and Director of Samson Investment Company; President and Chairman of the Board of Directors of Samson Natural Gas Company, Geodyne Resources, Inc. and its subsidiaries, and Samson Resources Company; President of two Divisions of Samson Natural Gas Company, Samson Exploration Company and Samson Production Services Company; Senior Vice President, Treasurer, and Director of Samson Properties Incorporated; and Director of Circle L Drilling Company and Samson Industrial Corporation.
Dennis R. Neill joined the Samson Companies in 1981 and was named Senior Vice President and Director of Dyco on June 18, 1991. Prior to joining the Samson Companies, he was associated with a Tulsa law firm, Conner and Winters, where his principal practice was in the securities area. He received a Bachelor of Arts degree in political science from Oklahoma State University and a Juris Doctorate degree from the University of Texas. Mr. Neill also serves as Senior Vice President, Chief Operating Officer, and Director of Samson Properties Incorporated; Senior Vice President of Samson Hydrocarbons Company; Senior Vice President and Director of Geodyne Resources, Inc. and its subsidiaries; and President and Chairman of the Board of Directors of Samson Securities Company.
Jack A. Canon joined the Samson Companies in 1983 and has served as a Vice President and Director of Dyco since June 18, 1991. Prior to joining the Samson Companies, he served as a staff attorney for Terra Resources, Inc. and was associated with the Tulsa law firm of Dyer, Powers, Marsh, Turner and Armstrong. He received a Bachelor of Science degree in accounting from Quincy College and a Juris Doctorate degree from the University of Tulsa. Mr. Canon also serves as Secretary of Samson Investment Company; Director of Samson Natural Gas Company, Samson Properties Incorporated, Circle L Drilling Company, and Samson Securities Company; Senior Vice President - General Counsel of Samson Production Services Company, a Division of Samson Natural Gas Company, and Geodyne Resources, Inc. and its subsidiaries; and Vice President - General Counsel of Samson Industrial Corporation.
Patrick M. Hall joined the Samson Companies in 1983 and was named a Vice President of Dyco on June 18, 1991. Prior to joining the Samson Companies he was a senior accountant with Peat Marwick Main & Co. in Tulsa. He holds a Bachelor of Science degree in accounting from Oklahoma State University and is a Certified Public Accountant. Mr. Hall is also a Director of Samson Natural Gas Company and Geodyne Resources, Inc. and its subsidiaries; Senior Vice President - Controller and Director of Samson Properties Incorporated; and Senior Vice President - Controller of Samson Production Services Company, a Division of Samson Natural Gas Company.
Annabel M. Jones joined the Samson Companies in 1982 and was named Secretary of Dyco on June 18, 1991. Prior to joining the Samson Companies she served as associate general counsel of the Oklahoma Securities Commission. She holds Bachelor of Arts in political science and Juris Doctorate degrees from the University of Oklahoma. Ms. Jones serves as Assistant General Counsel - Corporate Affairs for Samson Production Services Company, a Division of Samson Natural Gas Company, and is also Secretary of Samson Properties Incorporated, Samson Natural Gas Company, Geodyne Resources, Inc. and its subsidiaries, and Samson Industrial Corporation; Vice-President, Secretary, and Director of Samson Securities Company; and Assistant Secretary of Samson Investment Company.
Judy F. Hughes joined the Samson Companies in 1978 and was named Treasurer of Dyco on June 18, 1991. Prior to joining the Samson Companies, she performed treasury functions with Reading & Bates Corporation. She attended the University of Tulsa and also serves as Treasurer of Samson Natural Gas Company, Geodyne Resources, Inc. and its subsidiaries, and Samson Securities Company and Assistant Treasurer of Samson Investment Company and Samson Industrial Corporation.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The Programs are limited partnerships and, therefore, have no officers or directors. The following table summarizes the amounts paid by the Programs as compensation and reimbursements to Dyco and its affiliates for the three years ended December 31, 1995:
Compensation/Reimbursement to Dyco and its affiliates Three Years Ended December 31, 1995
Type of Compensation/Reimbursement(1) Expense - - ------------------------------------- ------------------------- 1995 1994 1993 ------- ------- ------- 1982-1 Program - - --------------
Compensation: Operations $ (2) $ (2) $ (2) Gas Marketing $ (3) $ (3) $ (3)
Reimbursements: General and Administrative, Geological, and Engineering Expenses and Direct Expenses(4) $74,460 $74,460 $73,743
1982-2 Program - - --------------
Compensation: Operations $ (2) $ (2) $ (2) Gas Marketing $ (3) $ (3) $ (3)
Reimbursements: General and Administrative, Geological, and Engineering Expenses and Direct Expenses(4) $58,440 $58,440 $57,879
- - ----------
(1) The authority for all of such compensation and reimbursement is the limited partnership agreements of the Programs. With respect to the Operations activities noted in the table, management believes that such compensation is equal to or less than that charged by unaffiliated persons in the same geographic areas and under the same conditions. (2) Affiliates of the Programs serve as operator of a significant portion of the Programs' wells. Dyco, as General Partner, contracts with such affiliates for services as operator of the wells. As operator, such affiliates are compensated at rates provided in the operating agreements in effect and charged to all parties to such agreement. The dollar amount of such compen- sation paid by the Programs to such affiliates is impossible to quantify as of the date of this Annual Report.
(3) Premier, an affiliate of the Programs until December 6, 1995, purchased a portion of the Programs' gas at market prices and resold such gas at market prices directly to end-users and local distribution companies. For the years ended December 31, 1995, 1994, and 1993, the 1982-1 Program sold $195,118, $252,043, and $423,709, respectively, of gas to Premier. For the years ended December 31, 1995, 1994, and 1993, the 1982-2 Program sold $471,392, $626,073, and $622,137, respectively, of gas to Premier. (4) The Programs reimburse Dyco and its affiliates for reasonable and necessary general and administrative, geological, and engineering expenses and direct expenses incurred in connection with their management and operation of the Programs. The directors, officers, and employees of Dyco and its affiliates receive no direct remuneration from the Programs for their services to the Programs. See "Salary Reimbursement Table" below. The allocable general and administrative, geological, and engineering expenses are apportioned on a reasonable basis between the Programs' business and all other oil and natural gas activities of Dyco and its affiliates, including Dyco's management and operation of affiliated oil and gas limited partnerships. The allocation to the Programs of these costs is made by Dyco as General Partner.
As noted in the Compensation/Reimbursement Table above, the directors, officers, and employees of Dyco and their affiliates receive no direct remuneration from the Programs for their services. However, to the extent such services represent direct involvement with the Programs, as opposed to general corporate functions, such persons' salaries are allocated to and reimbursed by the Programs. Such allocation to the Programs' general and administrative, geological, and engineering expenses of the salaries of directors, officers, and employees of Dyco and its affiliates is based on internal records maintained by Dyco and its affiliates, and represents investor relations, legal, accounting, data processing, management, and other functions directly attributable to the Programs' operations. The following table indicates the approximate amount of general and administrative expense reimbursement attributable to the salaries of the directors, officers, and employees of Dyco and its affiliates for the three years ended December 31, 1995:
In addition to the compensation/reimbursements noted above, during the three years ended December 31, 1995, the Samson Companies were in the business of supplying field and drilling equipment and services to affiliated and unaffiliated parties in the industry. Such companies may have provided equipment and services for wells in which the Programs have an interest. These equipment and services were provided at prices or rates equal to or less than those normally charged in the same or comparable geographic area by unaffiliated persons or companies dealing at arm's length. The operators of these wells bill the Programs for a portion of such costs based upon the Programs' interest in the well.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of the Programs' Units as of December 31, 1995 by each beneficial owner of more than 5% of the issued and outstanding Units and by the directors, officers, and affiliates of Dyco. The address of each of such persons is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103. Number of Units Beneficially Owned (Percent Beneficial Owner of Outstanding) --------------------------------- -----------------
1982-1 Program: --------------
Samson Properties Incorporated 3,857.66 (38.2%)
All directors, officers, and affiliates of Dyco as a group and Dyco (8 persons) 3,857.66 (38.2%)
1982-2 Program: --------------
Samson Properties Incorporated 2,848.06 (35.2%)
All directors, officers, and affiliates of Dyco as a group and Dyco (8 persons) 2,848.06 (35.2%)
To the best knowledge of the Programs and Dyco, there were no officers, directors, or 5% owners who were delinquent filers of reports required under section 16 of the Securities Exchange Act of 1934.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dyco and certain of its affiliates engage in oil and gas activities independently of the Programs which result in conflicts of interest that cannot be totally eliminated. The allocation of acquisition and drilling opportunities and the nature of the compensation arrangements between the Programs and Dyco also create potential conflicts of interest. Dyco and its affiliates own a significant amount of the Programs' Units and therefore have an identity of interest with other limited partners with respect to the operations of the Programs.
In order to attempt to assure limited liability for limited partners as well as an orderly conduct of business, management of the Programs is exercised solely by Dyco. The partnership agreements of the Programs grant Dyco broad discretionary authority with respect to the Programs' participation in drilling prospects and expenditure and control of funds, including borrowings. These provisions are similar to those contained in prospectuses and partnership agreements for other public oil and gas partnerships. Broad discretion as to general management of the Programs involves circumstances where Dyco has conflicts of interest and where it must allocate costs and expenses, or opportunities, among the Programs and other competing interests.
Dyco does not devote all of its time, efforts, and personnel exclusively to the Programs. Furthermore, the Programs do not have any employees, but instead rely on the personnel of the Samson Companies. The Programs thus compete with the Samson Companies (including other currently sponsored oil and gas programs) for the time and resources of such personnel. The Samson Companies devote such time and personnel to the management of the Programs as are indicated by the circumstances and as are consistent with Dyco's fiduciary duties.
Affiliates of the Programs are solely responsible for the negotiation, administration, and enforcement of oil and gas sales agreements covering the Programs' leasehold interests. Until December 6, 1995, Dyco had delegated the negotiation, administration, and enforcement of its oil and gas sales agreements to Premier. In addition to providing such administrative services, Premier purchased and resold gas directly to end-users and local distribution companies. Because affiliates of the Programs who provide services to the Programs have fiduciary or other duties to other members of the Samson Companies, contract amendments and negotiating positions taken by them in their effort to enforce contracts with purchasers may not necessarily represent the positions that a Program would take if it were to administer its own contracts without involvement with other members of the Samson Companies. On the other hand, management believes that the Programs' negotiating strength and contractual positions have been enhanced by virtue of its affiliation with the Samson Companies.
For a description of certain other relationships and related transactions see "Item 11. Executive Compensation".
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules. The following financial statements and schedules for the Programs as of December 31, 1995 and 1994 and for the years ended December 31, 1995, 1994, and 1993 are filed as part of this report.
(1) Financial Statements: Reports of Independent Accountants Balance Sheets Statements of Operations Statements of Partners' Capital Statements of Cash Flows Notes to Financial Statements
(2) Financial Statement Schedules:
None.
All other schedules have been omitted since the required information is presented in the Financial Statements or is not applicable.
(b) Reports on Form 8-K for the fourth quarter of 1995:
None.
(c) Exhibits:
4.1 Drilling Agreement dated February 16, 1982 for Dyco Drilling Program 1982-1 by and between Dyco Oil and Gas Program 1982-1, Dyco Petroleum Corporation, and Jaye F. Dyer filed as Exhibit 4.1 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.2 Program Agreement dated February 16, 1992 for Dyco Oil and Gas Program 1982-1 by and between Dyco Petroleum Corporation and Participants filed as Exhibit 4.2 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.3 Amendment to Program Agreement for Dyco Oil and Gas Program 1982-1 dated February 9, 1991 filed as Exhibit 4.3 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.4 Certificate of Limited Partnership, as amended, for Dyco Oil and Gas Program 1982-1 Limited Partnership filed as Exhibit 4.3 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.5 Drilling Agreement dated June 14, 1982 for Dyco Drilling Program 1982-2 by and between Dyco Oil and Gas Program 1982-2, Dyco Petroleum Corporation, and Jaye F. Dyer filed as Exhibit 4.4 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.6 Form of Program Agreement for Dyco Oil and Gas Program 1982-2 by and between Dyco Petroleum Corporation and the Participants filed as Exhibit 4.6 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.7 Amendment to Program Agreement for Dyco Oil and Gas Program 1982-2 dated February 9, 1989 filed as Exhibit 4.7 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.8 Certificate of Limited Partnership, as amended, for Dyco Oil and Gas Program 1982-2 Limited Partnership filed as Exhibit 4.8 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
27.1 Financial Data Schedule containing summary finan- cial information extracted from the Dyco Oil and Gas Program 1982-1 Limited Partnership's financial statements as of December 31, 1995 and for the year ended December 31, 1995.
27.2 Financial Data Schedule containing summary finan- cial information extracted from the Dyco Oil and Gas Program 1982-2 Limited Partnership's financial statements as of December 31, 1995 and for the year ended December 31, 1995.
All other Exhibits are omitted as inapplicable.
SIGNATURES
Pursuant to the requirements of Sections 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 organized.
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION General Partner February 15, 1996
By: /s/C. Philip Tholen ------------------------------ C. Philip Tholen Chief Executive Officer and President
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 on the dates indicated.
By: /s/C. Philip Tholen Chief Executive Feb. 15, 1996 ------------------- Officer, President, C. Philip Tholen and Chairman of the Board (Principal Executive Officer)
/s/Dennis R. Neill Senior Vice Feb. 15, 1996 ------------------- President and Dennis R. Neill Director
/s/Jack A. Canon Senior Vice Feb. 15, 1996 ------------------- President - Jack A. Canon General Counsel and Director
/s/Patrick M. Hall Senior Vice Feb. 15, 1996 ------------------- President - Patrick M. Hall Controller (Principal Accounting Officer)
/s/Annabel M. Jones Secretary Feb. 15, 1996 ------------------- Annabel M. Jones
/s/Judy F. Hughes Treasurer Feb. 15, 1996 ------------------- Judy F. Hughes
SIGNATURES
Pursuant to the requirements of Sections 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 organized.
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION General Partner February 15, 1996
By: /s/C. Philip Tholen ------------------------------ C. Philip Tholen Chief Executive Officer and President
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 on the dates indicated.
By: /s/C. Philip Tholen Chief Executive Feb. 15, 1996 ------------------- Officer, President, C. Philip Tholen and Chairman of the Board (Principal Executive Officer)
/s/Dennis R. Neill Senior Vice Feb. 15, 1996 ------------------- President and Dennis R. Neill Director
/s/Jack A. Canon Senior Vice Feb. 15, 1996 ------------------- President - Jack A. Canon General Counsel and Director
/s/Patrick M. Hall Senior Vice Feb. 15, 1996 ------------------- President - Patrick M. Hall Controller (Principal Accounting Officer)
/s/Annabel M. Jones Secretary Feb. 15, 1996 ------------------- Annabel M. Jones
/s/Judy F. Hughes Treasurer Feb. 15, 1996 ------------------- Judy F. Hughes
INDEX TO EXHIBITS
Exhibit Number Description - - ------- -----------
4.1 Drilling Agreement dated February 16, 1982 for Dyco Drilling Program 1982-1 by and between Dyco Oil and Gas Program 1982-1, Dyco Petroleum Corporation, and Jaye F. Dyer filed as Exhibit 4.1 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.2 Program Agreement dated February 16, 1992 for Dyco Oil and Gas Program 1982-1 by and between Dyco Petroleum Corporation and Participants filed as Exhibit 4.2 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.3 Amendment to Program Agreement for Dyco Oil and Gas Program 1982-1 dated February 9, 1991 filed as Exhibit 4.3 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.4 Certificate of Limited Partnership, as amended, for Dyco Oil and Gas Program 1982-1 Limited Partnership filed as Exhibit 4.3 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.5 Drilling Agreement dated June 14, 1982 for Dyco Drilling Program 1982-2 by and between Dyco Oil and Gas Program 1982-2, Dyco Petroleum Corporation, and Jaye F. Dyer filed as Exhibit 4.4 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.6 Form of Program Agreement for Dyco Oil and Gas Program 1982-2 by and between Dyco Petroleum Corporation and the Participants filed as Exhibit 4.6 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.7 Amendment to Program Agreement for Dyco Oil and Gas Program 1982-2 dated February 9, 1989 filed as Exhibit 4.7 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
4.8 Certificate of Limited Partnership, as amended, for Dyco Oil and Gas Program 1982-2 Limited Partnership filed as Exhibit 4.8 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 13, 1992 and is hereby incorporated by reference.
27.1 Financial Data Schedule containing summary financial information extracted from the Dyco Oil and Gas Program 1982-1 Limited Partnership's financial statements as of December 31, 1995 and for the year ended December 31, 1995.
27.2 Financial Data Schedule containing summary financial information extracted from the Dyco Oil and Gas Program 1982-2 Limited Partnership's financial statements as of December 31, 1995 and for the year ended December 31, 1995.