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 033-63635-05
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transaction period from to
PDC 1997-A LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
West Virginia 31-1500399
(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 1997-A Limited Partnership ("the Partnership") is a limited
partnership formed on May 19, 1997 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 May 19, 1997, the Partnership
has been engaged in onshore, domestic gas exploration exclusively in the
northern Appalachian and Michigan Basins. A total of 6 limited partners
contributed initial capital of $118,000 and a total of 306 additional
general partners contributed initial capital of $4,048,946 and PDC (Managing
General Partner) contributed $906,311 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 twenty-two gross wells
and will continue to operate and produce its twenty-one 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 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 May
19, 1997 (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. . . 21 1 22 16.8138 .1286 16.9424
</TABLE>
3<PAGE>
The Partnership has not participated in any exploratory wells. No
additional drilling activity is planned.
Productive Wells
The following table summarizes the Partnership's total gross and net
interests in productive wells at March 15, 1998.
<TABLE>
<S> <S> <S> <S> <S>
Productive Gas Wells
Well Name County State Gross Net
Thomson Stephenson #87 Clearfield PA 1 .9460
Passmore #10 Clearfield PA 1 .9460
Mitchell #4 Clearfield PA 1 .9460
Jordan #2 Clearfield PA 1 .9460
Hopkins #315 Clearfield PA 1 .7460
Rupert #2 Clearfield PA 1 .9460
Jordan #1 Clearfield PA 1 .9460
Robbins Clearfield PA 1 .9460
Kuntz #1 Jefferson PA 1 .7460
Thomson Blackhills #93 Clearfield PA 1 .9460
McKinnon C4-2 Alcona MI 1 .1286
Angel B4-2 Alcona MI 1 .1286
Jakubiak C4-11 Alcona MI 1 .1286
Mitchell #313 Clearfield PA 1 .7460
Thorp #5 Clearfield PA 1 .9460
Thorp #7 Clearfield PA 1 .9460
Spencer #32 Clearfield PA 1 .9460
Robbins #3 Clearfield PA 1 .9460
Robbins #1 Clearfield PA 1 .9460
Thomson Stephenson #67 Clearfield PA 1 .9460
Thorp #6 Clearfield PA 1 .9460
21 16.8138
</TABLE>
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.
4
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND SECURITY HOLDER
MATTERS.
At December 31, 1997, PDC 1997-A Limited Partnership had one Managing
General Partner and a total of 6 Limited Partners who fully paid for 5.9
units at $20,000 per unit of limited partnership interest, a total of 306
Additional General Partners who fully paid for 202.4473 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.
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>
Period from
May 19, 1997
(date of inception)
to December 31, 1997
Oil and Gas Sales . . . . . . . . . . . . . . . . . . . $ 287,912
Costs and Expenses . . . . . . . . . . . . . . . . . . 2,314,186
Net Loss. . . . . . . . . . . . . . . . . . . . . . . 2,010,055
Allocation of Net loss:
Managing General Partner. . . . . . . . . . . . . 381,176
Limited and Additional General Partners . . . . . 1,628,879
Per Limited and Additional General Partner Unit . 7,818
Total Assets. . . . . . . . . . . . . . . . . . . . . . 2,538,846
Distributions:
Managing General Partner. . . . . . . . . . . . . 19,948
Limited and Additional General Partners . . . . . 79,794
</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 $4,166,946 and the Managing General Partner
contributed $906,311 in accordance with the Agreement. Syndication cost and
management fee of $541,703 were incurred leaving available capital of
$4,531,554 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. Twenty-two wells have been drilled, twenty-one of which have been
completed as producers. No additional wells will be drilled.
The Partnership had net working capital at December 31, 1997 of
$148,380.
Operations are expected to be conducted with available funds and
revenues generated from oil and gas activities. No bank borrowings are
anticipated.
5<PAGE>
Results of Operations
1997 Results
Oil and gas sales production commenced during the third quarter of 1997
with revenue distributions to the partners commencing in the fourth quarter.
The net loss of $2,010,055 was primarily due to the impairment charge for
oil and gas properties which amounted to $1,920,914 in 1997. This
impairment resulted from net capitalized costs exceeding estimated
undiscounted future net cash flow. The impairment was based on estimated
fair value which considered future discounted cash flows. This charge did
not effect cash distributions to the partners which amounted to $99,742
during 1997.
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.
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.
6
<PAGE>
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 period ended December 31, 1997.
Sales of Leases $ 186,569
Footage Drilling Contracts, Services,
Chemicals, Supplies, and Equipment 4,344,985
Operator's Charges 43,079
Syndication cost and management fee 541,703
Tax return preparation 4,965
Direct administrative cost 765
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.
7
<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 1997-A 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
8
<PAGE>
PDC 1997-A LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Financial Statements for Annual Report
on Form 10-K to Securities and Exchange
Commission
Period from May 19, 1997 (Date of Inception)
to December 31, 1997
(With Independent Auditors' Report Thereon)
F-1<PAGE>
PDC 1997-A LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Index to Financial Statements
Independent Auditors' Report F-3
Balance Sheet - December 31, 1997 F-4
Statement of Operations - Period from May 19, 1997
(Date of Inception) to December 31, 1997 F-5
Statement of Partners' Equity - Period from May 19, 1997
(Date of Inception) to December 31, 1997 F-6
Statement of Cash Flows - Period from May 19, 1997
(Date of Inception) to December 31, 1997 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 1997-A Limited Partnership:
We have audited the financial statements of PDC 1997-A 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 audit.
We conducted our audit 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 audit provides 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 1997-A Limited
Partnership as of December 31, 1997, and the results of its operations and
its cash flows for the period from May 19, 1997 (date of inception) to
December 31, 1997, in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
March 19, 1998
F-3
<PAGE>
PDC 1997-A LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Balance Sheet
December 31, 1997
<TABLE>
<S> <S>
Assets
Current assets:
Cash $ 16,204
Accounts receivable - oil and gas revenues 145,091
Total current assets 161,295
Oil and gas properties, successful efforts method
(Notes 3 and 5):
Oil and gas properties 2,610,640
Less accumulated depreciation, depletion and
amortization 233,089
2,377,551
$2,538,846
Current Liabilities and Partners' Equity
Current liabilities:
Accrued expenses $ 12,915
Total current liabilities 12,915
Partners' equity 2,525,931
$2,538,846
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
PDC 1997-A LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Statement of Operations
Period from May 19, 1997 (Date of Inception) to December 31, 1997
<TABLE>
<S> <S>
Revenues:
Sales of oil and gas $287,912
Interest 16,219
304,131
Expenses (note 3):
Management fee 104,174
Lifting costs 43,079
Independent engineering fee 3,725
Independent audit fee 3,475
Tax return preparation 4,965
Direct administrative cost 765
Depreciation, depletion and amortization 233,089
Loss on impairment of oil and gas properties 1,920,914
2,314,186
Net loss $(2,010,055)
Net loss per limited and additional
general partner unit $ (7,818)
</TABLE>
See accompanying notes to financial statements.
F-5<PAGE>
PDC 1997-A LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Statement of Partners' Equity
Period from May 19, 1997 (Date of Inception) to December 31, 1997
<TABLE>
<S> <S> <S> <S>
Limited and
Managing additional
general partners general partner Total
Partners' initial capital
contributions $4,166,946 $906,311 $5,073,257
Syndication costs (437,529) - (437,529)
Distributions (79,794) (19,948) (99,742)
Net loss (1,628,879) (381,176) (2,010,055)
Balance, December 31, 1997$2,020,744 $505,187 $2,525,931
</TABLE>
See accompanying notes to financial statements.
F-6<PAGE>
PDC 1997-A LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Statement of Cash Flows
Period from May 19, 1997 (Date of Inception) to December 31, 1997
<TABLE>
<S> <S>
Cash flows from operating activities:
Net loss $(2,010,055)
Adjustments to reconcile net loss to net cash
provided from operating activities:
Depreciation, depletion and amortization 233,089
Loss on impairment of oil and gas properties 1,920,914
Changes in operating assets and liabilities:
Increase in accounts receivable -
oil and gas revenues (145 091)
Increase in accrued expenses 12,915
Net cash provided from operating activities 11,772
Cash flows from investing activities:
Expenditures for oil and gas properties (4,531,554)
Net cash used by investing activities (4,531,554)
Cash flows from financing activities:
Limited and additional general partner contributions 4,166,946
Managing General Partner contribution 906,311
Syndication cost paid (437,529)
Distributions to partners (99,742)
Net cash provided from financing activities 4,535,986
Net increase in cash 16,204
Cash at beginning of period -
Cash at end of period $ 16,204
</TABLE>
See accompanying notes to financial statements.
F-7
<PAGE>
PDC 1997-A LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements
December 31, 1997
(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 1997-A 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 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. During 1997
the loss on impairment of oil and gas properties as reflected in the
statement of operations amounted to $1,920,914.
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 1997-A LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements, Continued
(2) Organization
The Partnership was organized as a limited partnership on May 19, 1997,
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 5.9
units of limited partner interest and 202.4473 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>
Period from May 19, 1997
(date of inception) to
December 31, 1997
Drilling and completion costs $4,344,985
Lease acquisitions, at cost 186,569
Offering and organization costs
(includes reimbursements of commissions
and management fee) 541,703
Lifting costs 43,079
Tax return preparation 4,965
Direct administrative cost 765
</TABLE>
(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.
(Continued)
F-9
<PAGE>
PDC 1997-A LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements, Continued
<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 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.
(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.
</FN>
(Continued)
F-10
<PAGE>
PDC 1997-A LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements, Continued
(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 at December 31, 1997, are as follows:
<TABLE>
<S> <S>
Lease acquisition costs $ 186,569
Intangible development costs 3,625,243
Well equipment 719,742
Impairment charge (1,920,914)
$ 2,610,640
</TABLE>
The following costs were incurred for the Partnership's oil and gas
activities:
<TABLE> <S> <S>
Period from
May 19, 1997
(date of inception) to
December 31, 1997
Costs capitalized:
Property acquisition costs $ 186,569
Development costs 4,344,985
$4,531,554
</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, the income tax basis of the
Partnership's oil and gas properties was $843,944.
(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 May 19, 1997
(date of inception) -
Extensions, discoveries and other additions 2,543,777
Production (103,912)
Proved developed reserves as of
December 31, 1997 2,439,865
F-11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 16,204
<SECURITIES> 0
<RECEIVABLES> 145,091
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 161,295
<PP&E> 2,610,640
<DEPRECIATION> 233,089
<TOTAL-ASSETS> 2,538,846
<CURRENT-LIABILITIES> 12,915
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,538,846
<SALES> 287,912
<TOTAL-REVENUES> 304,131
<CGS> 43,079
<TOTAL-COSTS> 2,314,186
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,010,055)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,010,055)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,010,055)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
