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. Samson Resources Company, an affiliate of Dyco, currently owns more than one-half of the 1982-1 Program's Units of limited partnership interest, making the 1982-1 Program a 50% subsidiary of Samson Resources Company. 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, 2001.
Well Statistics(1) As of December 31, 2001
1982-1 1982-2 Program Program ------- ------- Gross productive wells(2): Oil - - Gas 17 18 -- -- Total 17 18
Net productive wells(3): Oil - - Gas 1.86 1.82 ---- ---- Total 1.86 1.82
- ----------
(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 on Form 10-K ("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. For example, a 15% working interest in a well represents one Gross Well, but 0.15 Net Well.
Drilling Activities
The Programs did not participate in any drilling activities during the years ended December 31, 2001.
Oil and Gas Production, Revenue, and Price History
The following table sets forth certain historical information concerning the oil (including condensates) and 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, ------------------------------------ 2001 2000 1999 -------- -------- -------- 1982-1 Program: - --------------
Production: Oil (Bbls)(1) 66 263 514 Gas (Mcf)(2) 100,366 124,467 81,905
Oil and gas sales: Oil $ 1,684 $ 7,148 $ 9,735 Gas 347,670 358,224 161,437 ------- ------- ------- Total $349,354 $365,372 $171,172 ======= ======= ======= Total direct operating expenses(3) $ 99,348 $ 90,680 $ 76,957 ======= ======= =======
Direct operating expenses as a percentage of oil and gas sales 28.4% 24.8% 45.0%
Average sales price: Per barrel of oil $25.52 $27.18 $18.94 Per Mcf of gas 3.46 2.88 1.97
Direct operating expenses per equivalent Mcf of gas(4) $ .99 $ .72 $ .91
Year Ended December 31, ------------------------------------ 2001 2000 1999 -------- -------- -------- 1982-2 Program: - --------------
Production: Oil (Bbls)(1) 36 78 38 Gas (Mcf)(2) 119,977 179,281 163,119
Oil and gas sales: Oil $ 1,030 $ 2,309 $ 732 Gas 506,285 624,798 332,782 ------- ------- ------- Total $507,315 $627,107 $333,514 ======= ======= ======= Total direct operating expenses(3) $123,988 $ 88,398 $112,675 ======= ======= =======
Direct operating expenses as a percentage of oil and gas sales 24.4% 14.1% 33.8%
Average sales price: Per barrel of oil $28.61 $29.60 $19.26 Per Mcf of gas 4.22 3.49 2.04
Direct operating expenses per equivalent Mcf of gas(4) $ 1.03 $ .49 $ .69
- ----------
(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 gas. (3) Includes lease operating expenses and production taxes. (4) 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, 2001. 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"). Certain reserve information was reviewed by Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering firm. As used throughout this Annual Report, "proved reserves" refers to those estimated quantities of crude oil, gas, and 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, 2001. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. Oil and gas prices at December 31, 2001 were substantially lower than the very high prices in effect on December 31, 2000. This decrease in oil and gas prices has caused the estimates of remaining economically recoverable reserves, as well as the values placed on said reserves, at December 31, 2001 to be significantly lower than what such estimates and values would have been if oil and gas prices remained unchanged from December 31, 2000 to December 31, 2001. The prices used 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, 2001. There can be no assurance that the prices used in calculating the net present value of the Programs' proved reserves at December 31, 2001 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 these reserve estimates 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, 2001(1)
1982-1 Program: --------------
Estimated proved reserves: Gas (Mcf) 693,943 Oil and liquids (Bbls) 507
Net present value (discounted at 10% per annum) $ 648,978
1982-2 Program: --------------
Estimated proved reserves: Gas (Mcf) 848,484 Oil and liquids (Bbls) 471
Net present value (discounted at 10% per annum) $ 631,180
- --------------
(1) Includes certain gas balancing adjustments which cause the gas volumes and net present value to differ from the reserve reports prepared by Dyco and reviewed by Ryder Scott.
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 Note 4 to the Programs' financial statements, included in Item 8 of this Annual Report.
Significant Properties
1982-1 Program --------------
As of December 31, 2001, the 1982-1 Program's properties consist of 17 gross (1.86 net) productive wells. The 1982-1 Program also owns a non-working interest in an additional 3 wells. Affiliates of the 1982-1 Program operate 12 (60%) of its
total wells. All of the 1982-1 Program's properties are located onshore in the continental United States. 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.
As of December 31, 2001, the 1982-1 Program's properties in the Anadarko Basin consist of 16 gross (1.35 net) productive wells. The 1982-1 Program also owns a non-working interest in an additional 3 wells in the Anadarko Basin. Affiliates of the 1982-1 Program operate 11 (58%) of its total Anadarko Basin wells. As of December 31, 2001, the 1982-1 Program had estimated total proved reserves in the Anadarko Basin of approximately 600,885 Mcf of gas and approximately 507 barrels of crude oil, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $594,478.
1982-2 Program --------------
As of December 31, 2001, the 1982-2 Program's properties consist of 18 gross (1.82 net) productive wells. The 1982-2 Program also owns a non-working interest in an additional 5 wells. Affiliates of the 1982-2 Program operate 10 (43%) of its total wells. 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
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 2001.
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 Program Agreements, Dyco, as General Partner, is obligated to annually issue 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 Program Agreements. Such repurchase offer is recalculated monthly in order to reflect cash distributions made to the limited partners and 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 ---------- -------------
2000: First Quarter $59 $ - Second Quarter 59 - Third Quarter 75 - Fourth Quarter 75 20
2001: First Quarter $55 $ - Second Quarter 55 20 Third Quarter 79 - Fourth Quarter 79 -
2002: First Quarter $79 $ -
1982-2 PROGRAM --------------
Repurchase Cash Price Distributions ---------- -------------
2000: First Quarter $ 82 $ - Second Quarter 82 20 Third Quarter 97 - Fourth Quarter 97 35
2001: First Quarter $ 62 $ - Second Quarter 62 35 Third Quarter 104 - Fourth Quarter 104 -
2002: First Quarter $104 $ -
As of March 1, 2002 the 1982-1 Program has 10,000 Units outstanding and approximately 2,600 Limited Partners of record. The 1982-2 Program has 8,000 Units outstanding and approximately 2,050 Limited Partners of record.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data
The following table presents selected financial data for the Programs. This data should be read in conjunction with the financial statements of the Programs, and the respective notes thereto, included elsewhere in this Annual Report. See "Item 8. Financial Statements and Supplementary Data."
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words "anticipate," "believe," "expect," "plan," "intend," "estimate," "project," "could," "may," and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Annual Report also includes certain information which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Programs.
Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the analysis of results of operations provided below. The Programs' revenues, net income or loss, cash flows, carrying value of oil and gas properties, and amount of oil and gas which can be economically produced depend substantially upon the prevailing prices for oil and gas. Oil and gas prices (and consequently the Programs' profitability) depend on a number of factors which are beyond the control of the Partnerships. These factors include worldwide political instability and terrorist activities (especially in oil-producing regions), United Nations export embargoes, the supply and price of foreign imports of oil and gas, the level of consumer product demand (which can be heavily influenced by weather patterns), the level of domestic oil and gas production, government regulations and taxes, the price and availability of alternative fuels, the overall economic environment, and the availability and capacity of transportation and processing facilities. The effect of these factors on future oil and gas industry trends cannot be accurately predicted or anticipated. In addition, the domestic oil and gas industry is highly competitive, with a large number of
companies and individuals engaged in the exploration and development of oil and gas properties. Predicting future prices is not possible. Concerning past trends, oil and gas prices in the United States have been highly volatile for many years.
Over the past ten years average yearly wellhead gas prices have generally been in the $1.50 to $2.50 per Mcf range. Due to unusual supply and demand circumstances gas prices in late 2000 and early 2001 rose to a level not seen since the early 1980s. Recent economic trends and the supply/demand ratio have caused natural gas prices to decline significantly. Substantially all of the Programs' gas reserves are being sold on the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Spot prices for the Programs' gas production decreased from approximately $9.23 per Mcf at December 31, 2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an MMBTU basis and differ from the prices actually received by the Partnerships due to transportation and marketing costs, BTU adjustments, and regional price and quality differences.
For the past ten years, average oil prices have generally been in the $16.00 to $24.00 per barrel range, but have been extremely volatile over the past three years. Due to global consumption and supply trends as well as a slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached historically low levels, dropping to as low as approximately $9.25 per barrel. The current oil price range between the mid teens and low twenties is somewhat dependent on production curtailment agreements among major oil producing nations. Prices for the Programs' oil production decreased from approximately $23.75 per barrel at December 31, 2000 to approximately $16.75 per barrel at December 31, 2001.
Future prices for both oil and gas will likely be different from the prices in effect on December 31, 2001. Due to the many factors and uncertainties discussed above, it is impossible to accurately predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
Results of Operations
1982-1 Program --------------
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 ----------------------------------------
Total oil and gas sales decreased $16,018 (4.4%) in 2001 as compared to 2000. Of this decrease, approximately $5,000 and $70,000, respectively, were related to decreases in volumes of oil and gas sold, which decreases were partially offset by an increase of approximately $59,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 197 barrels and 24,101 Mcf, respectively, in 2001 as compared to 2000. The decrease in volumes of oil sold was primarily due to the sale of one well during 2000. The decrease in volumes of gas sold was primarily due to a positive prior period volume adjustment on one well during 2000. This decrease was partially offset by a positive prior period gas balancing adjustment on another well during 2001. Average oil prices decreased to $25.52 per barrel in 2001 from $27.18 per barrel in 2000. Average gas prices increased to $3.46 per Mcf in 2001 from $2.88 per Mcf in 2000.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $8,668 (9.6%) in 2001 as compared to 2000. This increase was primarily due to compression expenses incurred on one well during 2001. As a percentage of oil and gas sales, these expenses increased to 28.4% in 2001 from 24.8% in 2000. This percentage increase was primarily due to the dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties increased $15,971 (219.1%) in 2001 as compared to 2000. This increase was primarily due to decreases in the oil and gas prices used in the valuation of reserves at December 31, 2001 as compared to December 31, 2000. As a percentage of oil and gas sales, this expense increased to 6.7% in 2001 from 2.0% in 2000. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization.
General and administrative expenses increased $1,419 (2.5%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses increased to 16.5% in 2001 from 15.4% in 2000.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 ----------------------------------------
Total oil and gas sales increased $194,200 (113.5%) in 2000 as compared to 1999. Of this increase, approximately $113,000 was related to an increase in the average price of gas sold and
approximately $84,000 was related to an increase in volumes of gas sold. Volumes of oil sold decreased 251 barrels, while volumes of gas sold increased 42,562 Mcf in 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to the sale of one well during 2000. The increase in volumes of gas sold was primarily due to (i) positive prior period volume adjustments made by the operators on two wells during 2000 and (ii) a negative prior period volume adjustment made by the purchaser on another well during 1999. Average oil and gas prices increased to $27.18 per barrel and $2.88 per Mcf, respectively, in 2000 from $18.94 per barrel and $1.97 per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $13,723 (17.8%) in 2000 as compared to 1999. This increase was primarily due to (i) an increase in lease operating expenses associated with the increase in volumes of gas sold and (ii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by (i) the sale of one well during 2000 and (ii) a positive prior period lease operating expense adjustment made by the operator on one well during 1999. As a percentage of oil and gas sales, these expenses decreased to 24.8% in 2000 from 45.0% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $10,882 (59.9%) in 2000 as compared 1999. This decrease was primarily due to an increase in the gas price used in the valuation of remaining reserves at December 31, 2000 as compared to December 31, 1999. This decrease was partially offset by the increase in volumes of gas sold. As a percentage of oil and gas sales, this expense decreased to 2.0% in 2000 from 10.6% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses decreased $42,813 (43.2%) in 2000 as compared to 1999. This decrease was primarily due to a change in allocation among the 1982-1 Program and other affiliated programs of audit fees and indirect general and administrative expenses reimbursed to the General Partner. As a percentage of oil and gas sales, these expenses decreased to 15.4% in 2000 from 57.9% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales and the dollar decrease in general and administrative expenses.
1982-2 Program --------------
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 ----------------------------------------
Total oil and gas sales decreased $119,792 (19.1%) in 2001 as compared to 2000. Of this decrease, approximately $207,000 was related to a decrease in volumes of gas sold. This decrease was partially offset by an increase of approximately $88,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 42 barrels and 59,304 Mcf, respectively, in 2001 as compared to 2000. The decrease in volumes of gas sold was primarily due to (i) the shutting-in of one well during 2001 in order to perform repairs and maintenance, (ii) the shutting-in of two other wells during 2001 in order to perform workovers on those wells, and (iii) normal declines in production. These decreases were partially offset by a negative gas balancing adjustment made by the operator on one well during 2000. Average oil prices decreased to $28.61 per barrel in 2001 from $29.60 per barrel in 2000. Average gas prices increased to $4.22 per Mcf in 2001 from $3.49 per Mcf in 2001.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $35,590 (40.3%) in 2001 as compared to 2000. This increase was primarily due to workover expenses incurred on two wells during 2001. This increase was partially offset by (i) a decrease in workover expenses incurred on one well during 2001 as compared to 2000 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 24.4% in 2001 from 14.1% in 2000. This percentage increase was primarily due to the dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties increased $20,193 (201.7%) in 2001 as compared to 2000. This increase was primarily due to (i) decreases in the oil and gas prices used in the valuation of reserves at December 31, 2001 as compared to December 31, 2000 and (ii) downward revisions in the estimates of remaining oil and gas reserves at December 31, 2001. These increases were partially offset by the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 6.0% in 2001 from 1.6% in 2000. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization.
General and administrative expenses increased $1,689 (2.6%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses increased to 13.2% in 2001 from 10.4% in 2000. This percentage increase was primarily due to the decrease in oil and gas sales.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 ----------------------------------------
Total oil and gas sales increased $293,593 (88.0%) in 2000 as compared to 1999. Of this increase, approximately $259,000 was related to an increase in the average price of gas sold and approximately $33,000 was related to an increase in volumes of gas sold. Volumes of oil and gas sold increased 40 barrels and 16,162 Mcf, respectively, in 2000 as compared to 1999. The increase in volumes of gas sold was primarily due to (i) a negative prior period volume adjustment made by the purchaser on one well during 1999, (ii) a negative gas balancing adjustment made by the operator on a second well during 1999, and (iii) the successful recompletion of another well during 2000. These increases were partially offset by (i) a negative gas balancing adjustment made by the operator on another well during 2000 and (ii) normal declines in production. Average oil and gas prices increased to $29.60 per barrel and $3.49 per Mcf, respectively, in 2000 from $19.26 per barrel and $2.04 per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $24,277 (21.5%) in 2000 as compared to 1999. This decrease was primarily due to (i) workover expenses incurred on several wells during 1999 in order to improve the recovery of reserves and (ii) negative prior period lease operating expense adjustments made on several wells during 2000. These decreases were partially offset by (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on one well during 2000 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses decreased to 14.1% in 2000 from 33.8% in 1999. This percentage decrease was primarily due to the increase in the average price of gas sold and the dollar decrease in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties decreased $17,347 (63.4%) in 2000 as compared to 1999. This decrease was primarily due to an increase in the gas price used in the valuation of remaining reserves at December 31, 2000 as compared to December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 1.6% in 2000 from 8.2% in 1999. This percentage decrease was primarily due to the increase in the average price of gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses decreased $12,939 (16.5%) in 2000 as compared to 1999. This decrease was primarily due to a change in allocation among the 1982-2 Program and other affiliated programs of audit fees and indirect general and administrative expenses reimbursed to the General Partner. As a percentage of oil and gas sales, these expenses decreased to 10.4% in 2000 from 23.5% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales.
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, where methods are employed to permit more efficient recovery of reserves, or where identified developmental drilling or recompletion opportunities are pursued, thereby resulting in a positive economic impact. Assuming 2001 production levels for future years, the 1982-1 Program's proved oil and gas reserve quantities at December 31, 2001 would have remaining lives of approximately 7.7 and 6.9 years, respectively, and the 1982-2 Program's proved oil and gas reserves at December 31, 2001 would have remaining lives of approximately 13.1 and 7.1 years, respectively. These life of reserves estimates are based on the current estimates of remaining oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve estimates. Any decrease from the high oil and gas prices at December 31, 2001 may cause a decrease in the estimated life of said 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. Occasional expenditures by the Programs for well completions or workovers, however, may reduce or eliminate cash available for particular quarterly cash distributions. During 1999 the 1982-1 Program paid $74,325, net of taxes, for the purchase of gas reserves from Burlington Resources (of which $34,663 was recorded to oil and gas properties and $39,662 was used to reduce the accrued liability for lease operating expenses) on the Purvis No. 1-2 well and the Armstrong No. 1-29 well. These reserves were purchased in order to assist the 1982-1 Program in reducing its gas imbalance liability since the 1982-1 Program had produced significantly more than its share of gas on these wells. The 1982-1 Program owns working interests of 8.95% and 7.18%, respectively, in the Purvis No. 1-2 and Armstrong No. 1-19 wells. During 1999, the 1982-2 Program invested approximately $12,000 in equipment for successful workovers on three wells in order to improve the recovery of reserves. The Programs have no debt commitments. Cash for operational purposes has generally been provided by current oil and gas production. Management believes that cash for ordinary operational purposes will be provided by current oil and gas production.
The 1982-1 Program's Statements of Cash Flows for the years ended December 31, 2001 and 2000 include proceeds from the sale of oil and gas properties. These proceeds were included in the 1982-1 Program's first cash distribution following receipt of the proceeds. It is possible that the 1982-1 Program's future repurchase values and the amount or likelihood of future cash distributions could be reduced as a result of the disposition of these properties.
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 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.
New Accounting Pronouncements
Below is a brief description of a Financial Accounting Standard ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Programs' future results of operations and financial position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Programs). FAS No. 143 will require the recording of the fair value of liabilities associated with the retirement of long-lived assets (mainly plugging and abandonment costs for the Programs' depleted wells), in the period in which the liabilities are incurred (at the time the wells are drilled). Management has not yet determined the effect of adopting this statement on the Programs' financial condition or results of operations.
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 2001. Oil and 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 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Programs do not hold any market risk sensitive instruments.
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
In our opinion, the accompanying balance sheets and the related statements of operations, changes in partners' capital and cash flows present fairly, in all material respects, the financial position of the Dyco Oil and Gas Program 1982-1 Limited Partnership, a Minnesota limited partnership, at December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. 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 of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 21, 2002
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP Balance Sheets December 31, 2001 and 2000
ASSETS ------ 2001 2000 -------- -------- CURRENT ASSETS: Cash and cash equivalents $109,982 $ 68,441 Accrued oil and gas sales 24,679 61,238 ------- ------- Total current assets $134,661 $129,679
NET OIL AND GAS PROPERTIES, utilizing the full cost method 63,005 76,296
DEFERRED CHARGE 21,544 36,333 ------- -------
$219,210 $242,308 ======= =======
LIABILITIES AND PARTNERS' CAPITAL ---------------------------------
CURRENT LIABILITIES: Accounts payable $ 7,290 $ 3,357 ------- ------- Total current liabilities $ 7,290 $ 3,357
ACCRUED LIABILITY $ 13,516 $ 11,231
PARTNERS CAPITAL: General Partner, 100 general partner units $ 1,984 $ 2,277 Limited Partners, issued and outstanding, 10,000 Units 196,420 225,443 ------- ------- Total Partners' Capital $198,404 $227,720 ------- -------
$219,210 $242,308 ======= =======
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, 2001, 2000, and 1999
2001 2000 1999 -------- ---------- ----------
REVENUES: Oil and gas sales $349,354 $365,372 $171,172 Interest 3,645 5,621 3,708 Gain on sale of oil and gas properties - 22,025 - ------- ------- -------
$352,999 $393,018 $174,880
COSTS AND EXPENSES: Lease operating $ 77,198 $ 69,359 $ 65,227 Production taxes 22,150 21,321 11,730 Depreciation, depletion, and amortization of oil and gas properties 23,260 7,289 18,171 General and administrative 57,707 56,288 99,101 ------- ------- -------
$180,315 $154,257 $194,229 ------- ------- -------
NET INCOME (LOSS) $172,684 $238,761 ($ 19,349) ======= ======= =======
GENERAL PARTNER (1%) - NET INCOME (LOSS) $ 1,727 $ 2,388 ($ 193) ======= ======= =======
LIMITED PARTNERS (99%) - NET INCOME (LOSS) $170,957 $236,373 ($ 19,156) ======= ======= =======
NET INCOME (LOSS) per Unit $ 17.10 $ 23.64 ($ 1.92) ======= ======= =======
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 Changes in Partners' Capital For the Years Ended December 31, 2001, 2000, and 1999
General Limited Partner Partners Total -------- ---------- ----------
Balances at Dec. 31, 1998 $2,102 $208,206 $210,308 Net loss ( 193) ( 19,156) ( 19,349) ----- ------- -------
Balances at Dec. 31, 1999 $1,909 $189,050 $190,959 Cash distributions ( 2,020) ( 199,980) ( 202,000) Net income 2,388 236,373 238,761 ----- ------- -------
Balances at Dec. 31, 2000 $2,277 $225,443 $227,720 Cash distributions ( 2,020) ( 199,980) ( 202,000) Net income 1,727 170,957 172,684 ----- ------- -------
Balances at Dec. 31, 2001 $1,984 $196,420 $198,404 ===== ======= =======
The accompanying notes are an integral part of these financial statements.
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, 2001, 2000, and 1999
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 5,286 (52.9%) of the Program's Units at December 31, 2001.
The Program's sole business is the development and production of oil and gas with a concentration on gas. Substantially all of the Program's 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 obtaining transportation services provided by pipelines. The prices received for the Program's oil and gas are subject to influences such as global consumption and supply trends.
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 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, 2001, 2000, and 1999 were $0.23, $0.06, and $0.21, respectively. The Program's calculation of depreciation, depletion, and amortization includes estimated future expenditures to be incurred in developing proved reserves and estimated dismantlement and abandonment costs, net of estimated salvage values. 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("SEC")) the excess is charged to expense in the year during which such excess occurs. 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, 2001 and 2000 represents costs deferred for lease operating expenses incurred in connection with the Program's underproduced gas imbalance positions. The rate used in calculating the deferred charge is the average production costs per Mcf during the period the underproduction occurred. At December 31, 2001, 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 43,593 Mcf, resulting in prepaid lease operating expenses of $21,544. At December 31, 2000, 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 73,519 Mcf, resulting in prepaid lease operating expenses of $36,333.
Accrued Liability
The Accrued Liability at December 31, 2001 and 2000 represents charges accrued for lease operating expenses incurred in connection with the Program's overproduced gas imbalance positions. The rate used in calculating the accrued liability is the average production costs per Mcf during the period the overproduction occurred. At December 31, 2001, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 27,443 Mcf, resulting in accrued lease operating expenses of $13,516. At December 31, 2000, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 22,726 Mcf, resulting in accrued lease operating expenses of $11,231.
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 gas applicable to the Program's interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Program's interest in 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 revenue 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. The rates per Mcf used to calculate this liability are based on the average gas prices received for the volumes at the time the overproduction occurred. At December 31, 2001 and 2000, 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, the deferred charge and the accrued liability 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.
New Accounting Pronouncements
Below is a brief description of a Financial Accounting Standard ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Program's future results of operations and financial position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Program). FAS No. 143 will require the recording of the fair value of liabilities associated with the retirement
of long-lived assets (mainly plugging and abandonment costs for the Program's depleted wells), in the period in which the liabilities are incurred (at the time the wells are drilled). Management has not yet determined the effect of adopting this statement on the Program's financial condition or results of operations.
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. During 2000, upon Samson Resources Company's ownership of Units first exceeding 50% and as required by IRS Regulations, the Program's tax year was changed from January 1/December 31 in order to coincide with Samson's tax year of July 1/June 30.
2. TRANSACTIONS WITH RELATED PARTIES
Under the terms of the Program 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, 2001, 2000, and 1999, such expenses totaled $57,707, $56,288, and $99,101, respectively, of which $36,960, $36,960, and $74,460, respectively, were paid each year 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. Such charges are comparable to third party charges in the area where the wells are located and are the same as charged to other working interest owners in the wells.
3. MAJOR CUSTOMERS
The following purchasers individually accounted for 10% or more of the combined oil and gas sales of the Program for the years ended December 31, 2001, 2000, and 1999:
Purchaser 2001 2000 1999 --------- ----- ----- -----
El Paso Energy Marketing Company 87.3% 96.4% 95.6%
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. 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 SEC.
Capitalized Costs
The Program's capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance at December 31, 2001 and 2000 were as follows:
December 31, ------------------------------- 2001 2000 ------------- -------------
Proved properties $52,543,505 $52,533,536
Less accumulated depreciation, depletion, amortization, and valuation allowance ( 52,480,500) ( 52,457,240) ---------- ----------
Net oil and gas properties $ 63,005 $ 76,296 ========== ==========
Costs Incurred
The Program incurred no oil and gas exploration costs during 2001, 2000, and 1999. During 2001, 2000, and 1999 the Program incurred oil and gas property acquisition (purchase of reserves) and development costs as follows:
December 31, ----------------------------- 2001 2000 1999 -------- -------- --------
Acquisition costs, net of accrued liability $ - $ - $34,663 Development costs 10,192 - 1,214
Quantities of Proved Oil and Gas Reserves - Unaudited
Set forth below is a summary of the changes in the net quantities of the Program's proved crude oil and gas reserves for the years ended December 31, 2001, 2000, and 1999. Proved reserves were estimated by petroleum engineers employed by affiliates of Dyco. Certain reserve information was reviewed by Ryder Scott Company, L.P., an independent petroleum engineering firm. All of the Program's reserves are located in the United States. The following information includes certain gas balancing adjustments which cause the gas volumes to differ from the reserve information prepared by Dyco and reviewed by Ryder Scott.
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. The Program's reserves were determined at December 31, 2001 using oil and gas prices of $16.42 per barrel and $2.38 per Mcf, respectively.
6. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2001 and 2000 are as follows:
Dyco 1982-1 Program -------------------
------------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter(2) --------- --------- --------- ---------
Total Revenues $136,920 $ 79,330 $ 65,584 $ 71,165 Gross Profit (1) 115,257 61,807 41,451 35,136 Net Income (Loss) 88,365 43,350 15,348 25,621 Limited Partners' Net Income (Loss) Per Unit 8.75 4.29 1.52 2.54
------------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter --------- --------- --------- ---------
Total Revenues $51,949 $91,717 $91,888 $157,464 Gross Profit (1) 36,768 76,236 74,664 114,670 Net Income 13,015 63,290 55,928 106,528 Limited Partners' Net Income Per Unit 1.29 6.26 5.54 10.55
- -------------------
(1) Total revenues less oil and gas production expenses. (2) Gross profit as a percentage of total revenues decreased for the fourth quarter due to a positive prior period lease operating expense adjustment on one well.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
In our opinion, the accompanying balance sheets and the related statements of operations, changes in partners' capital and cash flows present fairly, in all material respects, the financial position of the Dyco Oil and Gas Program 1982-2 Limited Partnership, a Minnesota limited partnership, at December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. 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 of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 21, 2002
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP Balance Sheets December 31, 2001 and 2000
ASSETS ------ 2001 2000 -------- -------- CURRENT ASSETS: Cash and cash equivalents $128,718 $ 75,640 Accrued oil and gas sales 35,837 93,620 Accounts receivable - General Partner (Note 2) 57,685 - ------- ------- Total current assets $222,240 $169,260
NET OIL AND GAS PROPERTIES, utilizing the full cost method 93,750 124,629
DEFERRED CHARGE 17,771 17,988 ------- -------
$333,761 $311,877 ======= =======
LIABILITIES AND PARTNERS' CAPITAL ---------------------------------
CURRENT LIABILITIES: Accounts payable $ 4,847 $ 5,281 Gas imbalance payable 18,042 - ------- ------- Total current liabilities $ 22,889 $ 5,281
ACCRUED LIABILITY $ 92,438 $ 97,327
PARTNERS' CAPITAL: General Partner, 80 general partner units $ 2,184 $ 2,092 Limited Partners, issued and outstanding, 8,000 Units 216,250 207,177 ------- ------- Total Partners' Capital $218,434 $209,269 ------- ------- $333,761 $311,877 ======= =======
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, 2001, 2000, and 1999
2001 2000 1999 -------- -------- --------
REVENUES: Oil and gas sales $507,315 $627,107 $333,514 Interest 5,933 8,710 5,475 ------- ------- -------
$513,248 $635,817 $338,989
COSTS AND EXPENSES: Lease operating $ 87,023 $ 46,324 $ 88,791 Production taxes 36,965 42,074 23,884 Depreciation, depletion, and amortization of oil and gas properties 30,202 10,009 27,356 General and administrative 67,093 65,404 78,343 ------- ------- -------
$221,283 $163,811 $218,374 ------- ------- ------- NET INCOME $291,965 $472,006 $120,615 ======= ======= =======
GENERAL PARTNER (1%) - NET INCOME $ 2,920 $ 4,720 $ 1,206 ======= ======= =======
LIMITED PARTNERS (99%) - NET INCOME $289,045 $467,286 $119,409 ======= ======= =======
NET INCOME per Unit $ 36.13 $ 58.42 $ 14.93 ======= ======= =======
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 Changes in Partners' Capital For the Years Ended December 31, 2001, 2000, and 1999
General Limited Partner Partners Total -------- ---------- ----------
Balances at Dec. 31, 1998 $2,226 $220,422 $222,648 Cash distributions ( 1,616) ( 159,984) ( 161,600) Net income 1,206 119,409 120,615 ----- ------- -------
Balances at Dec. 31, 1999 $1,816 $179,847 $181,663 Cash distributions ( 4,444) ( 439,956) ( 444,400) Net income 4,720 467,286 472,006 ----- ------- -------
Balances at Dec. 31, 2000 $2,092 $207,177 $209,269 Cash distributions ( 2,828) ( 279,972) ( 282,800) Net income 2,920 289,045 291,965 ----- ------- -------
Balances at Dec. 31, 2001 $2,184 $216,250 $218,434 ===== ======= =======
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, 2001, 2000, and 1999
2001 2000 1999 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $291,965 $472,006 $120,615 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amorti- zation of oil and gas properties 30,202 10,009 27,356 (Increase) decrease in accrued oil and gas sales 57,783 ( 28,090) ( 2,534) (Increase) in accounts receivable - General Partner ( 57,685) - - (Increase) decrease in deferred charge 217 15,085 ( 11,327) Increase (decrease) in accounts payable ( 434) ( 4,929) 5,430 Increase (decrease) in gas imbalance payable 18,042 ( 242) ( 1,433) Increase (decrease) in accrued liability ( 4,889) ( 33,284) 23,941 ------- ------- ------- Net cash provided by operating activities $335,201 $430,555 $162,048 ------- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from the sale of oil and gas properties $ 677 $ 1,770 $ 3,289 Additions to oil and gas properties - ( 14,527) ( 12,189) ------- ------- ------- Net cash provided (used) by investing activities $ 677 ($ 12,757) ($ 8,900) ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($282,800) ($444,400) ($161,600) ------- ------- ------- Net cash used by financing activities ($282,800) ($444,400) ($161,600) ------- ------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 53,078 ($ 26,602) ($ 8,452)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 75,640 102,242 110,694 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $128,718 $ 75,640 $102,242 ======= ======= =======
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, 2001, 2000, and 1999
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 3,972 (49.7%) of the Program's Units at December 31, 2001.
The Program's sole business is the development and production of oil and gas with a concentration on gas. Substantially all of the Program's 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 obtaining transportation services provided by pipelines. The prices received for the Program's oil and gas are subject to influences such as global consumption and supply trends.
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 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, 2001, 2000 and 1999 were $0.25, $0.06, and $0.17, respectively. The Program's calculation of depreciation, depletion, and amortization includes estimated future expenditures to be incurred in developing proved reserves and estimated dismantlement and abandonment costs, net of estimated salvage values. 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("SEC")) the excess is charged to expense in the year during which such excess occurs. 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, 2001 and 2000 represents costs deferred for lease operating expenses incurred in connection with the Program's underproduced gas imbalance positions. The rate used in calculating the deferred charge is the average production costs per Mcf during the period the underproduction occurred. At December 31, 2001, 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 50,919 Mcf, resulting in prepaid lease operating expenses of $17,771. At December 31, 2000, 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 51,542 Mcf, resulting in prepaid lease operating expenses of $17,988.
Accrued Liability
The Accrued Liability at December 31, 2001 and 2000 represents charges accrued for lease operating expenses incurred in connection with the Program's overproduced gas imbalance positions. The rate used in calculating the accrued liability is the average production costs per Mcf during the period the overproduced occurred. At December 31, 2001, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 264,864 Mcf, resulting in future lease operating expenses of $92,438. At December 31, 2000, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 278,875 Mcf, resulting in accrued lease operating expenses of $97,327.
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 gas applicable to the Program's interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Program's interest in 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 revenue 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. The rates per Mcf used to calculate this liability are based on the average gas prices received for the volumes at the time the overproduction occurred. At December 31, 2001, total sales exceeded the Program's share of estimated total gas reserves on one well by $18,042 (12,028 Mcf). This amount was recorded as a gas imbalance payable at December 31, 2001 in accordance with the sales method. At December 31, 2000, 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, 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.
New Accounting Pronouncements
Below is a brief description of a Financial Accounting Standard ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Program's future results of operations and financial position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Program). FAS No. 143 will require the recording of the fair value of liabilities associated with the retirement of long-lived assets (mainly plugging and abandonment costs for the Program's depleted wells), in the period in which the liabilities are incurred (at the time the wells are drilled). Management has not yet determined the effect of adopting this statement on the Program's financial condition or results of operations.
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 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, 2001, 2000, and 1999, such expenses totaled $67,093, $65,404, and $78,343, respectively, of which $48,624, $48,624, and $58,440, respectively, were paid each year 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. Such charges are comparable to third party charges in the area where the wells are located and are the same as charged to other working interest owners in the wells.
Accounts Receivable - General Partner
The Accounts Receivable - General Partner at December 31, 2001 represents accrued proceeds from a related party for a gas balancing adjustment. Such amount was received in the first quarter of 2002.
3. MAJOR CUSTOMERS
The following purchasers individually accounted for 10% or more of the combined oil and gas sales of the Program for the years ended December 31, 2001, 2000, and 1999:
Purchaser 2001 2000 1999 --------- ----- ------ -----
El Paso Energy Marketing Company 99.6% 98.8% 99.6%
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. 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 SEC.
Capitalized Costs
The Program's capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance at December 31, 2001 and 2000 were as follows:
December 31, ------------------------------- 2001 2000 ------------- -------------
Proved properties $38,322,260 $38,322,937
Less accumulated depreciation, depletion, amortization, and valuation allowance ( 38,228,510) ( 38,198,308) ---------- ----------
Net oil and gas properties $ 93,750 $ 124,629 ========== ==========
Costs Incurred
The Program incurred no oil and gas property acquisition or exploration costs during 2001, 2000, and 1999. Costs incurred by the Program in connection with its oil and gas property development activities during 2001, 2000, and 1999 were as follows:
December 31, -------------------------- 2001 2000 1999 ------ ------ ------
Development costs $ - $14,527 $12,189
Quantities of Proved Oil and Gas Reserves - Unaudited
Set forth below is a summary of the changes in the net quantities of the Program's proved crude oil and gas reserves for the years ended December 31, 2001, 2000, and 1999. Proved reserves were estimated by petroleum engineers employed by affiliates of Dyco. Certain reserve information was reviewed by Ryder Scott Company, L.P., an independent petroleum engineering firm. All of the Program's reserves are located in the United States. The following information includes certain gas balancing adjustments which cause the gas volumes to differ from the reserve information prepared by Dyco and reviewed by Ryder Scott.
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. The Program's reserves were determined at December 31, 2001 using oil and gas prices of $16.04 per barrel and $2.34 per Mcf, respectively.
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2001 and 2000 are as follows:
Dyco 1982-2 Program -------------------
------------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) --------- --------- --------- ---------
Total Revenues $222,203 $165,242 $101,393 $ 24,410 Gross Profit (1) 192,746 141,173 54,856 485 Net Income (Loss) 162,669 116,593 23,334 ( 10,631) Limited Partners' Net Income (Loss) Per Unit 20.13 14.43 2.89 ( 1.32)
------------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- --------- --------- ---------
Total Revenues $110,821 $142,679 $199,676 $182,641 Gross Profit (1) 86,192 112,554 173,361 175,312 Net Income 57,231 96,061 148,858 169,856 Limited Partners' Net Income Per Unit 7.08 11.89 18.42 21.03
- ------------------- (1) Total revenues less oil and gas production expenses. (2) Gross profit as a percentage of total revenues decreased for the fourth quarter due to (i) a decrease in volumes of gas sold and (ii) workover expenses incurred on two wells.
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, the General Partner. The business address of such directors and executive officers is Two West Second Street, Tulsa, Oklahoma 74103.
NAME AGE POSITION WITH DYCO ---------------- --- -------------------------------- Dennis R. Neill 50 President and Director
Craig D. Loseke 33 Chief Financial Officer
Judy K. Fox 51 Secretary
The director will hold office until the next annual meeting of shareholders of Dyco or until his successor has been duly elected and qualified. All executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and Director of Dyco on June 18, 1991, and was named President of Dyco on June 30, 1996. Prior to joining Samson, 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 of Samson Investment Company and as President and Director of Samson Properties Incorporated, Samson Hydrocarbons Company, Berry Gas Company, Circle L Drilling Company, Compression, Inc., and Geodyne Resources, Inc. and its subsidiaries.
Craig D. Loseke joined Samson in 1990 and was named Chief Financial Officer of Dyco on November 15, 2001. He received a Bachelor of Science in Accounting and a Master of Business Administration from the University of Tulsa. He is a Certified Public Accountant and Certified Management Accountant. Mr. Loseke also serves as Vice President of Financial and Operational Reporting of Samson Investment Company.
Judy K. Fox joined Samson in 1990 and was named Secretary of Dyco on June 30, 1996. Prior to joining Samson, she served as Gas Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas Company, Circle L Drilling Company, Compression, Inc., Samson Hydrocarbons Company, Samson Properties Incorporated, and Geodyne Resources, Inc. and its subsidiaries.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Programs and Dyco, there were no officers, directors, or ten percent owners who were delinquent filers during 2001 of reports required under Section 16(a) of the Securities and Exchange Act of 1934.
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, 2001:
Compensation/Reimbursement to Dyco and its affiliates Three Years Ended December 31, 2001
Type of Compensation/Reimbursement(1) Expense - ------------------------------------- ------------------------- 2001 2000 1999 ------- ------- ------- 1982-1 Program - --------------
Compensation: Operations (2) (2) (2)
Reimbursements: General and Administrative, Geological, and Engineering Expenses and Direct Expenses(3) $36,960 $36,960 $74,460
1982-2 Program - --------------
Compensation: Operations (2) (2) (2)
Reimbursements: General and Administrative, Geological, and Engineering Expenses and Direct Expenses(3) $48,624 $48,624 $58,440
- ----------
(1) The authority for all of such compensation and reimbursement is the Program Agreements. 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 compensation paid by the Programs to such affiliates is impossible to quantify as of the date of this Annual Report. (3) 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 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, gas marketing, and other functions directly attributable to the Programs' operations. When actual costs incurred benefit other partnerships and affiliates, the allocation of costs is based on the relationship of the Program's reserves to the total reserves owned by all partnerships and affiliates. The following tables indicate 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, 2001:
Samson maintains necessary inventories of new and used field equipment. Samson may have provided some of this equipment for wells in which the Programs have an interest. This equipment 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 March 1, 2002 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 Resources Company 5,290 (52.9%)
All directors, officers, and affiliates of Dyco as a group and Dyco (5 persons) 5,290 (52.9%)
1982-2 Program: --------------
Samson Resources Company 3,974 (49.7%)
All directors, officers, and affiliates of Dyco as a group and Dyco (5 persons) 3,974 (49.7%)
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain affiliates of Dyco 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 such affiliates also create potential conflicts of interest. An affiliate of the Program owns a significant amount of the
Programs' Units and therefore has 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 Program Agreements 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 Samson. The Programs thus compete with Samson (including other oil and gas programs) for the time and resources of such personnel. Samson devotes 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. Because affiliates of the Programs who provide services to the Programs have fiduciary or other duties to other members of Samson, 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 Samson. On the other hand, management believes that the Programs' negotiating strength and contractual positions have been enhanced by virtue of its affiliation with Samson.
Samson Resources Company, an affiliate of Dyco, currently owns approximately 52% and 50%, respectively, of the 1982-1 and 1982-2 Programs' outstanding Units as of March 1, 2002. The Program Agreement permits Resources to independently vote its Units. Resources' majority Unit ownership will therefore likely determine the outcome of any matter submitted for a vote of the Limited Partners of the Programs.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the Programs as of December 31, 2001 and 2000 and for the years ended December 31, 2001, 2000, and 1999 are filed as part of this report:
Reports of Independent Accountants Balance Sheets Statements of Operations Statements of Changes in Partners' Capital Statements of Cash Flows Notes to Financial Statements
(2) Financial Statement Schedules:
None.
(3) 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.
*23.1 Consent of Ryder Scott Company, L.P., for Dyco Oil and Gas Program 1982-1 Limited Partnership.
*23.2 Consent of Ryder Scott Company, L.P., for Dyco Oil and Gas Program 1982-2 Limited Partnership.
All other Exhibits are omitted as inapplicable.
------------------ * Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 2001:
None.
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
March 25, 2002
By: //s//Dennis R. Neill ------------------------------ Dennis R. Neill 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/ Dennis R. Neill President and March 25, 2002 ------------------- Director (Principal Dennis R. Neill Executive Officer)
/s/ Craig D. Loseke Chief Financial March 25, 2002 ------------------- Officer (Principal Craig D. Loseke Financial and Accounting Officer)
/s/ Judy K. Fox Secretary March 25, 2002 ------------------- Judy K. Fox
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
March 25, 2002
By: //s//Dennis R. Neill ------------------------------ Dennis R. Neill 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//Dennis R. Neill President and March 25, 2002 ------------------- Director (Principal Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Financial March 25, 2002 ------------------- Officer (Principal Craig D. Loseke Financial and Accounting Officer)
//s//Judy K. Fox Secretary March 25, 2002 ------------------- Judy K. Fox
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.
*23.1 Consent of Ryder Scott Company, L.P., for Dyco Oil and Gas Program 1982-1 Limited Partnership.
*23.2 Consent of Ryder Scott Company, L.P., for Dyco Oil and Gas Program 1982-2 Limited Partnership.
- ------------------ * Filed herewith.