CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number 033-63635-04
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transaction period from to
PDC 1996-D LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
West Virginia 55-0751154
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
103 East Main Street, Bridgeport, West Virginia 26330
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (304) 842-3597
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
General and Limited Partnership Interests
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will be contained, to the
best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
<PAGE>
PART I
ITEM 1. BUSINESS.
General
PDC 1996-D Limited Partnership ("the Partnership") is a limited
partnership formed on December 31, 1996 pursuant to the West Virginia
Uniform Limited Partnership Act. Petroleum Development Corporation ("PDC")
serves as Managing General Partner of the Partnership.
Since the commencement of operations on December 31, 1996, the
Partnership has been engaged in onshore, domestic gas exploration
exclusively in the northern Appalachian and Michigan Basins. A total of 9
limited partners contributed initial capital of $324,250; a total of 921
additional general partners contributed initial capital of $14,977,476; and
PDC (Managing General Partner) contributed $3,328,126 in capital as a
participant in accordance with contribution provisions of the Limited
Partnership Agreement (the Agreement).
Under the terms of the Agreement, the allocation of revenues is as
follows:
Allocation
of Revenues
Additional General and
Limited Partners 80%
Managing General Partner 20%
Operating and direct costs are allocated and charged to the additional
general and limited partners and the Managing General Partner in the same
percentages as revenues are allocated. Leasehold, drilling and completion
costs, and equipment costs are borne 80% by the additional general and
limited partners and 20% by the Managing General Partner.
Employees
The Partnership has no employees, however, PDC has approximately 75
employees which include a staff of geologists, petroleum engineers, landmen
and accounting personnel who administer all of the partnership's operations.
Plan of Operations
The Partnership participated in the drilling of 85 gross wells and will
continue to operate and produce its 80 gross productive wells. The
Partnership does not have unexpended initial capital and no additional
drilling activity is planned.
See Item 2 herein for information concerning the Partnership's gas
wells.
Markets for Oil and Gas
The availability of a market for any oil and gas produced from the
operations of the Partnership will depend upon a number of factors beyond
the control of the Partnership which cannot be accurately predicted. These
factors include the proximity of the Partnership wells to and the capacity
of natural gas pipelines, the availability and price of competitive fuels,
fluctuations in seasonal supply and demand, and government regulation of
supply and demand created by its pricing and allocation restrictions.
Oversupplies of gas can be expected to occur from time to time and may
result in the Partnership's wells being shut-in or curtailed. Increased
imports of oil and natural gas have occurred and are expected to continue.
The effects of such imports could adversely impact the market for domestic
oil and natural gas.
Competition
The Partnership competes in marketing its gas with numerous companies
and individuals, many of which have financial resources, staffs and
facilities substantially greater than those of the Partnership or Petroleum
Development Corporation.
2<PAGE>
State Regulations
State regulatory authorities have established rules and regulations
requiring permits for well operations, reclamation bonds and reports
concerning operations. States also have statutes and regulations concerning
the spacing of wells, environmental matters and conservation, and have
established regulations concerning the unitization and pooling of oil and
gas properties and maximum rates of production from oil and gas wells. The
Partnership believes it has complied in all material respects with
applicable state regulations.
Federal Regulations
Regulation of Liquid Hydrocarbons. Liquid hydrocarbons (including crude
oil and natural gas liquids) were subject to federal price and allocation
controls until January 1981 when controls were effectively eliminated by
executive order of the President. As a result, to the extent the
Partnership sells oil produced from its properties, those sales are at
unregulated market prices.
Although it appears unlikely under present circumstances that controls
will be reimposed upon liquid hydrocarbons, it is possible Congress may
enact such legislation at a future date. The impact of such legislation on
the Partnership would be minimal since the partnership expects to sell only
small quantities of liquid hydrocarbons, if any.
Natural Gas Regulation. Sale of natural gas by the Partnership is
subject to regulation of production, transportation and pricing by
governmental regulatory agencies. Generally, the regulatory agency in the
state where a producing well is located regulates production activities and,
in addition, the transportation of gas sold intrastate. The Federal Energy
Regulatory Commission (FERC) regulates the operation and cost of interstate
pipeline operators who transport gas. Currently the price of gas to be sold
by the Partnership is not regulated by any state or federal agency.
The FERC has adopted major changes in certain of its regulations and
continues to make additional changes that will significantly affect future
transportation and marketing of natural gas.
The Partnership is uncertain how the recent or proposed regulations will
affect the marketing of its gas because it is unable to predict how all
interstate pipelines that receive its gas will respond to such rulemakings.
Proposed Regulation. Numerous proposals concerning energy are being
considered by the United States Congress, various state legislatures and
regulatory agencies. The possible outcome and effect of these proposals
cannot be accurately predicted.
Environmental and Safety Regulation. The Partnership believes that it
complies, in all material respects, with all legislation and regulations
affecting its operations in the drilling and production of oil and gas wells
and the discharge of wastes. To date, compliance with such provisions and
regulations has not had a material effect upon the Partnership's
expenditures for capital equipment, its operations or its competitive
position. The cost of such compliance is not anticipated to be material in
the future.
ITEM 2. PROPERTIES.
Drilling Activity
The following table sets forth the results of drilling activity from
December 31, 1996 (date of inception) to March 15, 1998, of the Partnership
which was conducted in the Continental United States.
<TABLE>
<S> <S> <S> <S> <S> <S> <S>
Development Wells
Gross Net
Productive Dry Total Productive Dry Total
Period Ended
March 15, 1998. . . 80 5 85 62.474 4.912 67.386
</TABLE>
3<PAGE>
The Partnership has not participated in any exploratory wells. No
additional drilling activity is planned.
Summary of Productive Wells
The table below shows the number of the Partnership's gross and net
wells by state as of March 15, 1998.
Natural Gas Wells
Location Gross Net
Michigan 21 8.466
Pennsylvania 47 42.098
West Virginia 12 11.910
Total 80 62.474
A "productive well" is a well producing, or capable of producing, oil and
gas in commercial quantities. For purposes of the above table, a "gross
well" is one in which the Partnership has a working interest and a "net well"
is a gross well multiplied by the Partnership's working interest to which it
is entitled under its drilling agreement.
Title to Properties
The Partnership's interests in producing acreage are in the form of
assigned direct interests in leases. Such properties are subject to
customary royalty interests generally contracted for in connection with the
acquisition of properties and could be subject to liens incident to operating
agreements, liens for current taxes and other burdens. The Partnership
believes that none of these burdens materially interfere with
the use of such properties in the operation of the Partnership's business.
As is customary in the oil and gas industry, little or no investigation
of title is made at the time of acquisition of undeveloped properties (other
than a preliminary review of local mineral records). Investigations are
generally made, including in most cases receiving a title opinion of legal
counsel, before commencement of drilling operations. A thorough examination
of title has been made with respect to all of the Partnership's producing
properties and the Partnership believes that it has generally satisfactory
title to such properties.
ITEM 3. LEGAL PROCEEDINGS.
The Managing General partner as driller/operator is not party to any
legal action what would materially affect the Managing General Partner's or
Partnership's operations or financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND SECURITY HOLDER MATTERS.
At December 31, 1996, PDC 1996-D Limited Partnership had one Managing
General Partner, 9 Limited Partners who fully paid for 16.2125 units at
$20,000 per unit of limited partnership interests and a total of 921
Additional General Partners who fully paid for 748.8738 units at $20,000 per
unit of additional general partnership interests. No established public
trading market exists for the interests.
Limited and additional general partnership interests are transferable,
however no assignee of an interest in the Partnership can become a
substituted partner without the written consent of the transferor and the
Managing General Partner.
4
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data presented below has been derived from audited
financial statements of the Partnership appearing elsewhere herein.
<TABLE>
<S> <S> <S>
Year Ended December 31, 1996
December 31, (date of
1997 inception)
Oil and Gas Sales . . . . . . . . . . . . . $1,456,234 -
Costs and Expenses . . . . . . . . . . . . 1,292,116 399,709
Net Income (loss ) . . . . . . . . . . . . 165,594 (399,709)
Allocation of Net Income loss:
Managing General Partner. . . . . . . 33,119 (3,433)
Limited and Additional
General Partners . . . . . . . . . . 132,475 (396,276)
Per Limited and Additional
General Partner Unit . . . . . . . . 173 (518)
Total Assets. . . . . . . . . . . . . . . . 16,101,223 16,640,628
Distributions:
Managing General Partner. . . . . . . 145,957 -
Limited and Additional
General Partners . . . . . . . . . . 583,827 -
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Liquidity and Capital Resources
The Partnership was funded with initial Limited and Additional General
Partner contributions of $15,301,726 and the Managing General Partner
contributed $3,328,126 in accordance with the Agreement. Syndication and
management fee costs of $1,989,224 were incurred leaving available capital of
$16,640,628 for Partnership activities.
The Partnership began exploration and development activities subsequent
to the funding of the Partnership and completed these activities by December
31, 1997. Eighty-five wells have been drilled, eighty of which have been
completed as producers. No additional wells will be drilled.
The Partnership had net working capital at December 31, 1997 of $410,873.
Operations are expected to be conducted with available funds and revenues
generated from oil and gas activities. No bank borrowings are anticipated.
Results of Operations
1997 Compared to 1996
The Partnership's wells were drilled and completed during the the first
quarter of 1997 with production starting in the second quarter. Total
natural gas sales for this year were $1,456,234 with cash distributions to
the partners of $729,784. During 1996 in accordance with the partnership
agreement, a one time management fee of $382,543 was paid to the managing
general partner.
The Partnership's revenues from natural gas sales will be affected by
changes in prices. Natural gas prices are subject to general market
conditions which drive the pricing changes.
The principal effects of inflation upon the Partnership relate to the
costs required to drill, complete and operate oil and gas wells. The
Partnership expects these costs to remain somewhat stable over the next year.
5
<PAGE>
Year 2000 Issue
PDC, who administers all aspects of the Partnership, has assessed the
extent of Year 2000 Issues affecting PDC and the Partnership. PDC believes
that the new computer system, including operating software currently being
installed along with modifications being made by PDC's computer technicians
will address the dating system flaw inherent in most operating systems. PDC
expects to be fully Year 2000 Compliant by the end of 1998. PDC expects to
be fully Year 2000 Compliant by the end of 1998. PDC does not currently
expect to charge the Partnership for any portion of PDC's cost to become Year
2000 Compliant.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
The response to this Item is set forth herein in a separate section of
this Report, beginning on Page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
NONE.
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
The Partnership has no directors or executive officers. The
Partnership is managed by Petroleum Development Corporation (the Managing
General Partner). Petroleum Development Corporation's common stock is traded
in the NASDAQ National Market and Form 10-K for 1997 has been filed with the
Securities and Exchange Commission.
ITEM 11. MANAGEMENT REMUNERATIONS AND TRANSACTIONS.
NON-APPLICABLE.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
NON-APPLICABLE.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pursuant to the authorization contained in the Limited Partnership
Agreement, PDC receives fees for services rendered and reimbursement of
certain expenses from the Partnership. The following table presents
compensation or reimbursements by the Partnership to PDC or other related
parties during the periods listed below:
<TABLE>
<S> <S> <S>
Periods Ended December 31,
1997 1996
Footage Drilling Contracts, Services,
Chemicals, Supplies, and Equipment $ - 16,620,628
Syndication costs and management fee - 1,989,224
Lifting costs 276,380 -
Tax return preparation 12,598 6,480
Direct administrative cost 1,729 3,000
</TABLE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) (1) Financial Statements
See Index to Financial Statements on F-2
(2) Financial Statement Schedules
See Index to Financial Statements on page F-2. All financial
statement schedules are omitted because they are not required,
inapplicable, or the information is included in the Financial
Statements or Notes thereto.
6<PAGE>
CONFORMED COPY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PDC 1996-D Limited Partnership
By its Managing General Partner
Petroleum Development
Corporation
By /s/ James N. Ryan
James N. Ryan, Chairman
March 23, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ James N. Ryan Chairman, Chief Executive
James N. Ryan Officer and Director March 23, 1998
/s/ Steven R. Williams President and Director
Steven R. Williams March 23, 1998
/s/ Dale G. Rettinger Executive Vice President,
Dale G. Rettinger Treasurer and Director March 23, 1998
(principal financial and
accounting officer)
/s/ Roger J. Morgan Secretary and Director
Roger J. Morgan March 23, 1998
<PAGE>
PDC 1996-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Financial Statements for Annual Report
on Form 10-K to Securities and Exchange
Commission
Year Ended December 31, 1997
and December 31, 1996
(Date of Inception)
(With Independent Auditors' Report Thereon)
F-1
<PAGE>
PDC 1996-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Index to Financial Statements
Independent Auditors' Report F-3
Balance Sheet - December 31, 1997 and 1996 F-4
Statements of Operations - Year Ended December 31, 1997 and
December 31, 1996 (Date of Inception) F-5
Statements of Partners' Equity - Year Ended December 31, 1997 and
December 31, 1996 (Date of Inception) F-6
Statements of Cash Flows - Year Ended December 31, 1997 and
December 31, 1996 (Date of Inception) F-7
Notes to Financial Statements F-8
All financial statement schedules have been omitted because they are not
applicable or not required or for the reason that the required information
is shown in the financial statements or notes thereto.
F-2
<PAGE>
Independent Auditors' Report
To the Partners
PDC 1996-D Limited Partnership:
We have audited the financial statements of PDC 1996-D Limited Partnership
(a West Virginia limited partnership) as listed in the accompanying index.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PDC 1996-D Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the year ended December 31, 1997 and
December 31, 1996 (date of inception), in conformity with generally accepted
accounting principles.
KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
March 19, 1998
F-3
<PAGE>
PDC 1996-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Balance Sheets
December 31, 1997 and 1996
<TABLE>
<S> <S> <S>
Assets 1997 1996
Current assets:
Cash $ 2,756 20,000
Accounts receivable - oil and gas revenues 450,068 -
Total current assets 452,824 20,000
Oil and gas properties,
successful efforts method (Notes 3 and 5): 16,620,628 16,620,628
Less accumulated depreciation, depletion,
and amortization 972,229 -
15,648,399 16,640,628
$16,101,223 16,640,628
Current Liabilities and Partners' Equity
Current liabilities:
Accrued expenses $ 41,951 17,166
Total current liabilities 41,951 17,166
Partners' equity 16,059,272 16,623,462
$16,101,223 16,640,628
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
PDC 1996-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Statements of Operations
Year Ended December 31, 1997 and December 31, 1996 (Date of Inception)
<TABLE>
<S> <S> <S>
1997 1996
Revenues:
Sales of oil and gas $ 1,456,234 -
Interest income 1,476 -
1,457,710 -
Expenses (note 3):
Lifting cost 276,380 -
Management fee - 382,543
Independent audit fee 8,745 7,311
Franchise taxes 6,435 375
Tax return preparation 12,598 6,480
Direct administrative cost 1,729 3,000
Independent engineering cost 14,000 -
Depreciation, depletion
and amortization 972,229 -
1,292,116 399,709
Net income (loss) $ 165,594 (399,709)
Net income (loss) per
limited and additional
general partner unit $ 173 (518)
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
PDC 1996-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Statements of Partners' Equity
Year Ended December 31, 1997 and December 31, 1996 (Date of Inception)
<TABLE>
<S> <S> <S> <S>
Limited
and additional Managing
general partners general partner Total
Partners' initial capital
contributions $15,301,726 3,328,126 18,629,852
Syndication costs (1,606,681) - (1,606,681)
Net loss (396,276) (3,433) (399,709)
Balance, December 31, 1996 13,298,769 3,324,693 16,623,462
Net income 132,475 33,119 165,594
Distributions to partners (583,827) (145,957) (729,784)
Balance, December 31, 1997 $12,847,417 3,211,855 16,059,272
</TABLE>
See accompanying notes to financial statements.
F-6
<PAGE>
PDC 1996-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Statements of Cash Flows
Years Ended December 31, 1997 and
December 31, 1996 (Date of Inception)
<TABLE>
<S> <S> <S>
1997 1996
Cash flows from operating activities:
Net income (loss) $165,594 (399,709)
Adjustments to reconcile net income
(loss) to net cash provided from
(used by) operating activities:
Depreciation, depletion
and amortization 972,229 -
Changes in operating
assets and liabilities:
Increase in accounts
receivable - oil
and gas revenues (450,068) -
Increase in accrued expenses 24,785 17,166
Net cash provided from
(used by) operating activities 712,540 (382,543)
Cash flows from investing activities:
Expenditures for oil and gas properties - 16,620,628
Net cash used
by investing activities - (16,620,628)
Cash flows from financing activities:
Limited and additional general
partner contributions - 15,301,726
Managing General Partner contribution - 3,328,126
Syndication cost paid - (1,606,681)
Distributions to partners (729,784) -
Net cash (used by) provided
from financing activities (729,784) 17,023,171
Net (decrease) increase in cash (17,244) 20,000
Cash at beginning of period 20,000 -
Cash at end of period $ 2,756 20,000
</TABLE>
See accompanying notes to financial statements.
F-7
<PAGE>
PDC 1996-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements
Year Ended December 31, 1997 and December 31, 1996 (Date of Inception)
(1) Summary of Significant Accounting Policies
Partnership Financial Statement Presentation Basis
The financial statements include only those assets, liabilities and
results of operations of the partners which relate to the business of
PDC 1996-D Limited Partnership (the Partnership). The statements do
not include any assets, liabilities, revenues or expenses attributable
to any of the partners' other activities.
Oil and Gas Properties
The Partnership follows the successful efforts method of accounting for
the cost of exploring for and developing oil and gas reserves. Under
this method, costs of development wells, including equipment and
intangible drilling costs related to both producing wells and
developmental dry holes, and successful exploratory wells are
capitalized and amortized on an annual basis to operations by the
units-of-production method using estimated proved developed reserves
determined at year end by an independent petroleum engineer, Wright
& Company, Inc. If a determination is made that an exploratory well
has not discovered economically producible reserves, then its costs
are expensed as dry hole costs.
The Partnership assesses impairment of capitalized costs of proved oil
and gas properties by comparing net capitalized costs to undiscounted
future net cash flows on a field-by-field basis using expected prices.
Prices utilized for measurement purposes and expected costs are held
constant. If net capitalized costs exceed undiscounted future net
cash flow, the measurement of impairment is based on estimated fair
value which would consider future discounted cash flows.
Based on the Managing General Partner's experience, management believes
site restoration, dismantlement and abandonment costs, net of salvage
to be immaterial in relation to operating costs. These costs are
being expensed when incurred.
Income Taxes
Since the taxable income or loss of the Partnership is reported in the
separate tax returns of the partners, no provision has been made for
income taxes on the Partnership's books.
Under federal income tax laws, regulations and administrative rulings,
certain types of transactions may be accorded varying interpretations.
Accordingly, the Partnership's tax return and, consequently,
individual tax returns of the partners may be changed to conform to
the tax treatment resulting from a review by the Internal Revenue
Service.
Use of Estimates
Management of the Partnership has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and
revenues and expenses and the disclosure of contingent assets and
liabilities to prepare these financial statements in conformity with
generally accepted accounting principles. Actual results could differ
from those estimates. Estimates which are particularly significant
to the financial statements include estimates of oil and gas reserves
and future cash flows from oil and gas properties.
(Continued)
F-8<PAGE>
PDC 1996-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements, Continued
(2) Organization
The Partnership was organized as a limited partnership on December 31,
1996 in accordance with the laws of the State of West Virginia for the
purpose of engaging in the drilling, completion and operation of oil
and gas development and exploratory wells in the Northern Appalachian
and Michigan Basins.
Purchasers of partnership units subscribed to and fully paid for 16.2125
units of limited partner interests and 748.8738 units of additional
general partner interests at $20,000 per unit (Investor Partners).
Petroleum Development Corporation has been designated the Managing
General Partner of the Partnership. Although costs, revenues and cash
distributions allocable to the limited and additional general partners
are shared pro rata based upon the amount of their subscriptions,
including the Managing General Partner to the extent of its 20%
capital contributions, there are significant differences in the
federal income tax effects and liability associated with these
different types of units in the Partnership.
Upon completion of the drilling phase of the Partnership's wells, all
additional general partners units are converted into units of limited
partner interests and thereafter become limited partners of the
Partnership. Limited partners do not have any rights to convert their
units into units of additional general partner interests in the
Partnership.
In accordance with the terms of the Partnership Agreement (the
Agreement), the Managing General Partner manages all activities of the
Partnership and acts as the intermediary for substantially all
Partnership transactions.
(3) Transactions with Managing General Partner and Affiliates
The Partnership's transactions with the Managing General Partner include
charges for the following:
<TABLE>
<S> <S> <S>
Year Ended 1996 (date of
December 31, 1997 inception)
Drilling, completion and lease costs $ - 16,620,628
Offering and organization costs
(includes reimbursements of
commissions and management fee) - 1,989,224
Lifting costs 276,380 -
Tax return preparation 12,598 6,480
Direct administrative cost 1,729 3,000
</TABLE>
F-9
<PAGE>
PDC 1996-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements, Continued
(4) Allocation
The following table summarizes the participation of the Managing
General Partner and the Investor Partners, taking account of the
Managing General Partner's capital contribution equal to 20% of the
Initial Operating Capital, in the costs and revenues of the
Partnership.
<TABLE>
<S> <S> <S>
Managing
Investor General
Partners Partner
Partnership Costs
Broker-dealer Commissions and Expenses(1). . . . 100% 0%
Management Fee . . . . . . . . . . . . . . . . . 100% 0%
Undeveloped Lease Costs. . . . . . . . . . . . . 0% 100%
Drilling and Completion Costs. . . . . . . . . . 80% 20%
Tangible Equipment . . . . . . . . . . . . . . . 0% 100%
Intangible Drilling and Development Costs. . . . 100% 0%
Operating Costs(2) . . . . . . . . . . . . . . . 80% 20%
Direct Costs(3). . . . . . . . . . . . . . . . . 80% 20%
Administrative Costs . . . . . . . . . . . . . . 0% 100%
Partnership Revenues
Sale of Oil and Gas Production(4). . . . 80% 20%
Sale of Productive Properties(5) . . . . 80% 20%
Sale of Equipment . . . . . . . . . . . . . . . 0% 100%
Sale of Undeveloped Leases . . . . . . . . . . . 80% 20%
Interest Income. . . . . . . . . . . . . . . . . 80% 20%
</TABLE>
____________________
[FN]
(1) Organization and Offering Costs, net of the Dealer Manager
commissions, discounts, due diligence expenses, and wholesaling
fees of the Partnership were paid by the Managing General Partner
and not from Partnership funds. In addition, Organization and
Offering Costs in excess of 10-1/2% of Subscriptions were paid by
the Managing General Partner, without recourse to the Partnership.
(2) Represents Operating costs incurred after the completion of
productive wells, including monthly per-well charges paid to the
Managing General Partner.
(3) The Managing General Partner receives monthly reimbursement from
the Partnership for their direct costs incurred by the Managing
General Partner on behalf of the Partnership.
(4) The revenues and expenses allocated to the partners are subject
to a special provision in the partnership agreement, whereby the
allocable share of revenues and expenses of the Investor Partners
may be increased and the interest of the Managing General Partner
may be decreased if certain cash distribution levels are not met.
The shifting of the allocable share of revenues and expenses to
the Investor Partners in the event that certain prescribed cash
distribution levels are not attained may also serve to shift an
increased amount of cash distributions to the Investor Partners
and a decreased amount of cash distributions to the Managing
General Partner.
F-10<PAGE>
PDC 1996-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements, Continued
(5) In the event of the sale or other disposition of a productive
well, a lease upon which such well is situated, or any equipment
related to any such lease or well, the proceeds from such sale or
disposition shall be allocated and credited to the Partners as oil
and gas revenues are allocated. The term "proceeds" above does
not include revenues from a royalty, overriding royalty, lease
interest reserved, or other promotional consideration received by
the Partnership in connection with any sale or disposition, which
revenues shall be allocated to the Investor Partners and the
Managing General Partner in the same percentages that oil and gas
revenues are allocated. No such sales have occurred.
</FN>
(5) Costs Relating to Oil and Gas Activities
The Partnership is engaged solely in oil and gas activities, all
of which are located in the continental United States.
Information regarding aggregate capitalized costs and results of
operations for these activities is located in the basic financial
statements. Costs capitalized for these activities are as
follows:
<TABLE>
<S> <S> <S>
December 31,
1997 1996
Lease acquisition costs $ 535,823 535,823
Intangible development costs 13,632,238 13,632,238
Well equipment 2,452,567 2,452,567
$16,620,628 16,620,628
</TABLE>
The following costs were incurred for the Partnership's oil and gas
activities:
<TABLE>
<S> <S> <S>
December 31,
Year Ended 1996 (date of
Dec. 31, 1997 inception)
Costs capitalized:
Oil and gas properties $ - $16,620,628
$ - 16,620,628
</TABLE>
(6) Income Taxes
As a result of the differences in the treatment of certain items
for income tax purposes as opposed to financial reporting purposes,
primarily depreciation, depletion and amortization of oil and gas
properties and the recognition of intangible drilling costs as
an expense or capital item, the income tax basis of oil and gas
properties differs from the basis used for financial reporting
purposes. At December 31, 1997 and 1996, the income tax basis
of the partnership's oil and gas properties was $2,869,011 and
$3,244,901, respectively.
F-11
<PAGE>
PDC 1996-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements, Continued
(7) Supplemental Reserve Information (Unaudited)
Proved oil and gas reserves of the Partnership have been estimated by
an independent petroleum engineer, Wright & Company, Inc. These
reserves have been prepared in compliance with the Securities and
Exchange Commission rules based on year end prices. A copy of the
reserve report has been made available to all partners. All of the
partnership's reserves are proved developed. An analysis of the
change in estimated quantities of proved developed oil and gas
reserves is shown below:
Natural gas
(mcf)
Proved developed reserves as of
December 31, 1996 (date of inception) -
Extensions, discoveries and other additions 13,201,335
Production (572,245)
Proved developed reserves as of
December 31, 1997 12,629,090
F-12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,756
<SECURITIES> 0
<RECEIVABLES> 450,068
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 452,824
<PP&E> 16,620,628
<DEPRECIATION> 972,229
<TOTAL-ASSETS> 16,101,223
<CURRENT-LIABILITIES> 41,951
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 16,101,223
<SALES> 1,456,234
<TOTAL-REVENUES> 1,457,710
<CGS> 276,380
<TOTAL-COSTS> 1,292,116
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 165,594
<INCOME-TAX> 0
<INCOME-CONTINUING> 165,594
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 165,594
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
