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, 1999
Commission File Number 333-41977-08
- - Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transaction period from to
PDC 1999-D LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
West Virginia 55-0768545
(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 1999-D Limited Partnership ("the Partnership") is a limited
partnership formed on December 31, 1999 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, 1999, the
Partnership has been engaged in onshore, domestic gas exploration
exclusively in the northern Appalachian and Michigan Basins and the Rocky
Mountain Region. A total of 9 limited partners contributed initial capital
of $245,000; a total of 841 additional general partners contributed initial
capital of $18,464,342; and PDC (Managing General Partner) contributed
$4,069,282 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 91
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 will participate in the drilling of approximately 49
gross wells in the first quarter of 2000. It is anticipated that all of the
initial capital of the Partnership will be expended.
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.
2
Derivatives and Hedging Activities
The Managing General Partner utilizes commodity based derivative
instruments as hedges to manage a portion of its and various limited
partnerships' exposure to price volatility stemming from natural gas
production and marketing activities. These instruments consist of natural
gas futures and option contracts traded on the New York Mercantile Exchange.
The futures and option contracts hedge committed and anticipated natural gas
purchases and sales, generally forecasted to occur within a 12 month period.
The Managing General Partner does not hold or issue derivatives for trading
or speculative purposes and permits utilization of hedges only if there is
an underlying physical position.
The Managing General Partner has extensive experience with the use of
financial hedges to reduce the risk and impact of natural gas price changes.
These hedges are used to coordinate fixed and variable priced purchases and
sales and to "lock in" fixed prices from time to time for the Managing
General Partner and its various limited partnerships' share of production.
In order for future contracts to serve as effective hedges, there must be
sufficient correlation to the underlaying hedged transaction. While hedging
can help provide price protection if spot prices drop, hedges can also
limited upside potential.
Despite the measure taken by the Managing General Partner to attempt to
control price risk, the Partnership remains subject to price fluctuations
for natural gas sold in the spot market. The Managing General Partner
continues to evaluate the potential for reducing these risks by entering
into hedge transactions. In addition, the Managing General Partner may also
close out any portion of hedges that may exist from time to time.
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.
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.
3
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 and Productive Wells.
As of December 31, 1999, the Partnership had not drilled any wells.
Therefore, there are no reserves as of that date. The Partnership commenced
drilling in 2000 and drilled 33 wells (all of which were productive) as of
March 15, 2000. Drilling activity continues and it is estimated that the
partnership will participate in 16 additional wells. All partnership wells
to date are development wells and drilling activity will be substantially
completed by March 30, 2000.
A "productive well" is a well producing, or capable of producing, oil
and gas in commercial quantities.
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.
4
ITEM 3. LEGAL PROCEEDINGS.
The Managing General Partner as driller/operator is not party to any
legal action that 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, 1999, PDC 1999-D Limited Partnership had one Managing
General Partner, 9 Limited Partners who fully paid for 12.25 units at
$20,000 per unit of limited partnership interests and a total of 841
Additional General Partners who fully paid for 923.2171 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.
December 31, 1999
(date of inception)
Oil and Gas Sales . . . . . . . . . . . . . . . . . . $ -
Costs and Expenses . . . . . . . . . . . . . . . . . 483,032
Net Loss . . . . . . . . . . . . . . . . . . . . . . (483,032)
Allocation of Net Loss: . . . . . . . . . . . . . . .
Managing General Partner. . . . . . . . . . . . . (3,060)
Limited and Additional General Partners . . . . . (479,972)
Per Limited and Additional General Partner Unit . (513)
Total Assets. . . . . . . . . . . . . . . . . . . . . . 20,346,409
Distributions:
Managing General Partner. . . . . . . . . . . . . -
Limited and Additional General Partners . . . . . -
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 $18,709,342 and the Managing General Partner
contributed $4,069,282 in accordance with the Agreement. Syndication and
management fee costs of $2,432,215 were incurred leaving available capital
of $20,346,409 for Partnership activities.
The Partnership began exploration and development activities subsequent
to the funding of the Partnership.
The Partnership had working capital at December 31, 1999 of $4,702.
Operations are expected to be conducted with available funds and
revenues generated from oil and gas activities. No bank borrowings are
anticipated.
5
1999 Results
Oil and gas sales commenced during the first quarter of 2000 with
revenue distribution to the partners to commence in the second quarter of
2000.
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
The Partnership experienced no known disruptions as a result of the year
date change and intends to continue monitoring its critical systems at
various other date changes during the Year 2000.
The Partnership expenditures for addressing Year 2000 issues were not
material, nor does the Partnership expect to incur any significant costs
addressing Year 2000 issues in the future.
New Accounting Standards
Statement of Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS No. 133), was issued by the
Financial Accounting Standards Board in June, 1998. SFAS No. 133
standardized the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts. SFAS No. 133 is
effective for years beginning after June 15, 2000; however, early adoption
is permitted. On adoption, the provisions of SFAS No. 133 must be applied
prospectively. At the present time, the Company cannot determine the impact
that SFAS No. 133 will have on its financial statements upon adoption, as
such impact will be based on the extent of derivative instruments, such as
natural gas futures and option contracts, outstanding at the date of
adoption.
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 1999 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
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 on December 31, 1999 (date of inception).
Footage Drilling Contracts, Services,
Chemicals, Supplies, and Equipment $20,326,409
Syndication costs and management fee 2,432,215
Tax return preparation 6,040
Direct administrative cost 3,000
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
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 1999-D Limited Partnership
By its Managing General
Partner Petroleum
Development Corporation
By /s/ James N. Ryan
James N. Ryan, Chairman
March 22, 2000
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 22, 2000
/s/ Steven R. Williams President and Director
Steven R. Williams March 22, 2000
/s/ Dale G. Rettinger Executive Vice President,
Dale G. Rettinger Treasurer and Director March 22, 2000
(principal financial and
accounting officer)
/s/ Roger J. Morgan Secretary and Director
Roger J. Morgan March 22, 2000
8
PDC 1999-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Financial Statements for Annual Report
on Form 10-K to Securities and Exchange
Commission
December 31, 1999 (Date of Inception)
(With Independent Auditors' Report Thereon)
F-1
PDC 1999-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Index to Financial Statements
Independent Auditors' Report F-3
Balance Sheet - December 31, 1999 F-4
Statement of Operations - December 31, 1999
(Date of Inception) F-5
Statement of Partners' Equity - December 31, 1999
(Date of Inception) F-6
Statement of Cash Flows - December 31, 1999
(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
Independent Auditors' Report
To the Partners
PDC 1999-D Limited Partnership:
We have audited the financial statements of PDC 1999-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 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 1999-D Limited
Partnership as of December 31, 1999, and the results of its operations and
its cash flows for December 31, 1999 (date of inception), in conformity with
generally accepted accounting principles.
KPMG LLP
Pittsburgh, Pennsylvania
March 22, 2000
F-3
PDC 1999-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Balance Sheet
December 31, 1999
<TABLE>
<C> <C>
Assets
Current assets:
Cash $ 20,000
Total current assets 20,000
Oil and gas properties, successful efforts method
(Notes 3 and 5):
Unevaluated properties 20,326,409
$20,346,409
Current Liabilities and Partners' Equity
Current liabilities:
Accrued expenses $ 15,298
Total current liabilities 15,298
Partners' equity 20,331,111
$20,346,409
</TABLE>
See accompanying notes to financial statements.
F-4
PDC 1999-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Statement of Operations
December 31, 1999 (Date of Inception)
<TABLE>
<C> <C>
Revenues:
Sales of oil and gas $ -
Expenses (note 3):
Management fee 467,734
Independent audit fee 6,083
Franchise taxes 175
Tax return preparation 6,040
Direct administrative cost 3,000
483,032
Net loss $ (483,032)
Net loss per limited and additional
general partner unit $ (513)
</TABLE>
See accompanying notes to financial statements.
F-5
PDC 1999-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Statement of Partners' Equity
December 31, 1999 (Date of Inception)
<TABLE>
<C> <C> <C> <C>
Limited
and additional Managing
general partners general partner Total
Partners' initial capital
contributions $18,709,342 4,069,282 22,778,624
Syndication costs (1,964,481) - (1,964,481)
Net loss (479,972) (3,060) (483,032)
Balance, December 31, 1999 $16,264,889 4,066,222 20,331,111
</TABLE>
See accompanying notes to financial statements.
F-6
PDC 1999-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Statement of Cash Flows
December 31, 1999 (Date of Inception)
<TABLE>
<C> <C>
Cash flows from operating activities:
Net loss $ (483,032)
Adjustments to reconcile net loss to net cash
used by operating activities:
Changes in operating assets and liabilities:
Increase in accrued expenses 15,298
Net cash used by operating activities (467,734)
Cash flows from investing activities:
Expenditures for unevaluated oil and gas properties (20,326,409)
Net cash used by investing activities (20,326,409)
Cash flows from financing activities:
Limited and additional general partner contributions 18,709,342
Managing General Partner contribution 4,069,282
Syndication cost paid (1,964,481)
Net cash provided from financing activities 20,814,143
Net increase in cash 20,000
Cash at beginning of period -
Cash at end of period $ 20,000
</TABLE>
See accompanying notes to financial statements.
F-7
<PAGE>
PDC 1999-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements
December 31, 1999
(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 1999-D Limited Partnership (the Partnership). The statements do
not include any assets, liabilities, revenues or expenses attributable
to any of the partners' other activities. At December 31, 1999,
drilling of the wells of the Partnership had not commenced.
Oil and Gas Properties, Unevaluated
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
which will be determined at year end by an independent petroleum
engineer. 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 in each years calculation 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.
As of December 31, 1999, the Partnership signed a turnkey drilling
agreement and paid drilling advances of $20,326,409 to Petroleum
Development Corporation, Managing General Partner, for the drilling
of the Partnership wells, leases and equipment. The wells were not
drilled as of December 31, 1999. The Partnership commenced drilling
in 2000 and drilled 33 wells (all of which were productive) as of
March 15, 2000. Drilling activity continues and it is estimated that
the partnership will participate in 16 additional wells. Drilling
activity is expected to be substantially completed by March 30, 2000.
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.
(Continued)
F-8
PDC 1999-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements, Continued
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.
Derivatives and Hedging Activities
The Managing General Partner utilizes commodity based derivative
instruments as hedges to manage a portion of its and various limited
partnerships' exposure to price volatility stemming from natural gas
production and marketing activities. These instruments consist of
natural gas futures and option contracts traded on the New York
Mercantile Exchange. The futures and option contracts hedge committed
and anticipated natural gas purchases and sales, generally forecasted
to occur within a 12 month period. The Managing General Partner does
not hold or issue derivatives for trading or speculative purposes and
permits utilization of hedges only if there is an underlying physical
position.
As of December 31, 1999 and 1998, the Managing General Partner had
futures contracts for the purchase of $4,318,000 and $1,120,300 of
natural gas, respectively relating to the Managing General Partner and
the Managing General Partner's various limited partnerships. While
these contracts have nominal carrying value, their fair value,
represented by the estimated amount that would be received upon
termination of the contracts, based on market quotes, was a net value
of $350,000 at December 31, 1999 and $(105,400) at December 31, 1998.
Realized gains and losses on these contracts are allocated to the
Managing General Partner and the Managing General Partner's various
limited partnerships.
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.
(2) Organization
The Partnership was organized as a limited partnership on December 31,
1999 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, Michigan and Colorado Basins.
F-9
PDC 1999-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements, Continued
Purchasers of partnership units subscribed to and fully paid for 12.25
units of limited partner interests and 923.2171 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 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:
December 31, 1999
(date of inception)
Drilling, completion and lease costs $20,326,409
Offering and organization costs
(includes reimbursements of
syndication cost and management fee) 2,432,215
Tax return preparation 6,040
Direct administrative cost 3,000
F-10
PDC 1999-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements, Continued
(4) Allocation
The table below summarizes the participation of the Managing General
Partner and the Investor Partners, taking account of the Managing
General Partner's capital contribution equal to a minimum of 20% of
the Initial Operating Capital, in the costs and revenues of the
Partnership.
Managing
Investor General
Partners(2)(3) Partner (2)(3)
Partnership Costs
Broker-dealer Commissions and Expenses(1). . 100% 0%
Management Fee . . . . . . . . . . . . . . . 100% 0%
Lease Costs. . . . . . . . . . . . . . . . . 0% 100%
Tangible Well Costs. . . . . . . . . . . . . 0% 100%
Intangible Drilling and Development Costs. . 100% 0%
Total Drilling and Completion Costs. . . . . 80% 20%
Operating Costs. . . . . . . . . . . . . . . 80% 20%
Direct Costs . . . . . . . . . . . . . . . . 80% 20%
Administrative Costs . . . . . . . . . . . . 0% 100%
Partnership Revenues
Sale of Oil and Gas Production . . . . . . . 80% 20%
Sale of Productive Properties. . . . . . . . 80% 20%
Sale of Equipment . . . . . . . . . . . . . 0% 100%
Sale of Undeveloped Leases . . . . . . . . . 80% 20%
Interest Income. . . . . . . . . . . . . . . 80% 20%
____________________
(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) To the extent that Investor Partners receive preferred cash
distributions, the allocations for Investor Partners will be
increased accordingly and the allocation for the Managing General
Partner will likewise be decreased.
(3) As set forth in the following paragraph, the allocation of profits,
losses and cash distributions of the Managing General Partner might
be increased, and the allocation of profits, losses, and cash
distributions of the Investor Partners might be decreased in the
event that the Managing General Partner were to invest more than the
Managing General Partner's minimum required Capital Contribution to
cover tangible equipment and lease costs.
The Managing General Partner will pay for the Partnership's share of
all Leases and tangible well equipment. The entire Capital
Contribution of the Investor Partners, after payment of brokerage
commissions, due diligence reimbursement, and the Management Fee,
will be utilized to pay for intangible drilling costs.
F-11
PDC 1999-D LIMITED PARTNERSHIP
(A West Virginia Limited Partnership)
Notes to Financial Statements, Continued
In the event that the Intangible Drilling Costs exceed the funds of the
Investor Partners available for payment of Intangible Drilling Costs
(herein "excess IDC"), a portion of the Capital Contribution of the
Managing General Partner may be used to pay such excess IDC. If the cost
of Leases and tangible well equipment were to exceed the Managing General
Partner's Capital Contribution of 21-3/4 percent of the aggregate Capital
Contribution of the Investor Partners, then the Managing General Partner
will increase its Capital Contribution to fund such additional capital
requirements and the Managing General Partner's allocation of profits,
losses, and cash distributions will be increased to equal the percentage
arrived at by dividing the Capital Contribution made by the Managing
General Partner by the Capital Available for Investment; the allocation of
the Investor Partners will be decreased accordingly.
(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, 1999, are
as follows:
Unevaluated oil and gas properties $20,326,409
The following costs were incurred for the Partnership's oil and gas
activities:
December 31, 1999
(date of inception)
Unevaluated oil and gas properties $20,326,409
Unevaluated oil and gas properties consist of payments to the managing
general partner for drilling, completion, lease acquisition and
gathering system costs on 33 wells drilled prior to March 15, 2000 and
16 additional wells to be drilled prior to March 30, 2000. All of the
33 wells drilled are productive.
(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, 1999, the income tax basis of the
partnership's oil and gas properties was $4,029,282.
(7) Supplemental Reserve Information
As of December 31, 1999, the Partnership had not commenced drilling of
wells. Therefore, no oil and gas reserve information is presented.
F-12
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 20,000
<SECURITIES> 0
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<INCOME-PRETAX> (483,032)
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