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FORM 10-K
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, 1995
Commission File Number 2-59769-03
DYCO OIL AND GAS PROGRAM 1978-1
(A LIMITED PARTNERSHIP)
(Exact name of registrant as specified in its charter)
Minnesota 41-1343930
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Samson Plaza
Two West Second Street
Tulsa, Oklahoma 74103
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Units of limited partnership interest
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 (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to the 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 not 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.
Yes X No (Disclosure is contained herein)
----- -----
The units of limited partnership are not publicly traded,
therefore, registrant cannot compute the aggregate market value of the
voting units held by non-affiliates of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
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FORM 10-K
DYCO 1978-1 OIL AND GAS PROGRAM
(A Minnesota limited partnership)
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . 4
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED
PARTNERS . . . . . . . . . . . . . . . . . . . . . 8
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED
PARTNERSHIP UNITS AND RELATED LIMITED
PARTNER MATTERS . . . . . . . . . . . . . . . . . 8
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . 11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . 15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . 26
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT . . . . . . . . . . . . . . . . . . . . 26
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 28
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT . . . . . . . . . . . . . . 31
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS . . . . . . . . . . . . . . . . . . . 31
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 32
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 34
ii
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PART I
ITEM 1. BUSINESS
General
The Dyco Oil and Gas Program 1978-1 Limited Partnership (the
"Program") is a Minnesota limited partnership engaged in the
production of oil and gas. The Program commenced operations on April
1, 1978 with the primary financial objective of investing its limited
partners' subscriptions in the drilling of oil and gas prospects and
then distributing to its limited partners all available cash flow from
the Program's on-going production operations. Dyco Petroleum
Corporation ("Dyco") serves as the General Partner of the Program.
See "Item 2. Properties" for a description of the Program's reserves
and properties.
The limited partnership agreement for the Program provides that
limited partners are allocated 99% of all Program costs and revenues
and that Dyco, as General Partner, is allocated 1% of all Program
costs and revenues. Included in such costs is the Program's
reimbursement to Dyco of the Program's proportionate share of Dyco's
geological, engineering, and general and administrative expenses.
Dyco serves as General Partner of 34 limited partnerships,
including the Program. Dyco is a wholly-owned subsidiary of Samson
Natural Gas Company, which is a wholly-owned subsidiary of Samson
Investment Company. Samson Investment Company and its various
corporate subsidiaries, including Dyco, (collectively, the "Samson
Companies") are engaged in the production and development of and
exploration for oil and gas reserves and the acquisition and operation
of producing properties. At December 31, 1995, the Samson Companies
owned interests in approximately 18,000 oil and gas wells located in
19 states of the U.S. and 3 provinces of Canada. At December 31,
1995, the Samson Companies operated approximately 3,100 oil and gas
wells located in 15 states of the U.S., 2 provinces of Canada,
Venezuela, and Russia.
As a limited partnership, the Program has no officers, directors,
or employees. It relies instead on the personnel of Dyco and the
other Samson Companies. As of February 1, 1996, the Samson Companies
employed approximately 830 persons. No employees are covered by
collective bargaining agreements, and management believes that the
Samson Companies provide a sound employee relations environment. For
information regarding the executive officers of Dyco, see "Item
10. Directors and Executive Officers of the Registrant."
Dyco's and the Program's principal place of business is located
at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791 or (800) 535-1791.
Funding
Although the Program's partnership agreement permits the Program
to incur borrowings, the Program's operations and expenses are
currently funded out of the Program's revenues from oil and gas sales.
Dyco may, but is not required to, advance funds to the Program for the
same purposes for which Program borrowings are authorized.
Principal Products Produced and Services Rendered
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The Program's sole business is the development and production of
oil and natural gas with a concentration on natural gas. The Program
does not hold any patents, trademarks, licenses, or concessions and is
not a party to any government contracts. The Program has no backlog
of orders and does not participate in research and development
activities. The Program is not presently encountering shortages of
oilfield tubular goods, compressors, production material, or other
equipment.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and
gas is subject to extensive federal and state laws and regulations
governing a wide variety of matters, including the drilling and
spacing of wells, allowable rates of production, prevention of waste
and pollution, and protection of the environment. In addition to the
direct costs borne in complying with such regulations, operations and
revenues may be impacted to the extent that certain regulations limit
oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Natural Gas --
Sales of crude oil and condensate are made by the Program at market
prices and are not subject to price controls. The sale of natural gas
may be subject to both federal and state laws and regulations,
including, but not limited to, the Natural Gas Act of 1938 (the
"NGA"), the Natural Gas Policy Act of 1978 (the "NGPA"), and
regulations promulgated by the Federal Energy Regulatory Commission
(the "FERC") under the NGA, the NGPA, and other statutes. The
provisions of the NGA and the NGPA, as well as the regulations
thereunder, are complex and affect all who produce, resell, transport,
or purchase natural gas, including the Program. Although virtually
all of the Program's gas production is not subject to price
regulation, the NGA, NGPA, and FERC regulations affect the
availability of gas transportation services and the ability of gas
consumers to continue to purchase or use gas at current levels.
Accordingly, such regulations may have a material effect on the
Program's operations and projections of future oil and gas production
and revenues.
Future Legislation -- Legislation affecting the oil and gas
industry is under constant review for amendment or expansion. Because
such laws and regulations are frequently amended or reinterpreted,
management is unable to predict what additional energy legislation may
be proposed or enacted or the future cost and impact of complying with
existing or future regulations.
Regulation of the Environment -- The Program's operations are
subject to numerous laws and regulations governing the discharge of
materials into the environment or otherwise relating to environmental
protection. Compliance with such laws and regulations, together with
any penalties resulting from noncompliance therewith, may increase the
cost of the Program's operations or may affect the Program's ability
to complete, in a timely fashion, existing or future activities.
Management anticipates that various local, state, and federal
environmental control agencies will have an increasing impact on oil
and gas operations.
Significant Customers
Purchases of gas by Premier Gas Company ("Premier") accounted for
approximately 93.3% of the Program's oil and gas sales during the year
ended December 31, 1995. Premier was an affiliate of Dyco until
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December 6, 1995. See "Item 11. Executive Compensation." In the
event of interruption of purchases by this significant customer or the
cessation or material change in availability of open-access
transportation by the Program's pipeline transporters, the Program may
encounter difficulty in marketing its gas and in maintaining historic
sales levels. Alternative purchasers or transporters may not be
readily available.
The Program's principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the
producing properties of the Program. In the event pipeline facilities
are not conveniently available to production areas, crude oil is
usually trucked by purchasers to storage facilities.
Competition and Marketing
The oil and gas industry is highly competitive, with a large
number of companies and individuals engaged in the exploration and
development of oil and gas properties. The ability of the Program to
produce and market oil and gas profitably depends on a number of
factors that are beyond the control of the Program. These factors
include worldwide political instability (especially in oil-producing
regions), the supply and price of foreign imports of oil and gas, the
level of consumer product demand (which is heavily influenced by
weather patterns), government regulations and taxes, the price and
availability of alternative fuels, the overall economic environment,
and the availability and capacity of transportation and processing
facilities. The effect of these factors cannot be accurately
predicted or anticipated.
As a general rule, in recent years, worldwide oil production
capacity and gas production capacity in certain areas of the United
States exceeded demand and resulted in a decline in the average price
of oil and gas in the United States. During the later part of 1994
and 1995, however, average oil prices in the United States increased.
Oil prices increased from approximately $16.50 per barrel at Decem-
ber 31, 1994 to approximately $18.50 per barrel at December 31, 1995.
Management is unable to predict whether future oil prices will
(i) stabilize, (ii) increase, or (iii) decrease.
Gas sales contract prices have generally declined significantly
since the mid-1980s due to a number of factors, including a nationwide
surplus of gas and increased competition. Competition has increased
among United States gas marketers due to the gas surplus, the partial
deregulation of gas prices, the conversion by major pipelines to open
access transportation, and the lack of strong residential demand for
natural gas during the winter months for the last few years as a
result of warm winters in much of the United States. However, spot
gas prices in the areas where the Program's gas is marketed increased
during the later part of 1995
compared to prices received in the later part of 1994 and the first
several months of 1995.
Substantially all of the Program's natural gas reserves are being
sold in the "spot market." Due to the highly competitive nature of
the spot market, prices on the spot market are subject to wide
seasonal and regional pricing fluctuations. In addition, such spot
market sales are generally short-term in nature and are dependent upon
the obtaining of transportation services provided by pipelines.
The Program's spot gas prices increased from approximately $1.67
per Mcf at December 31, 1994 to approximately $2.00 per Mcf at
December 31, 1995. Such prices were on an MMBTU basis and differ
from the prices actually received by the Program due to transportation
and marketing costs, BTU adjustments, and regional price and quality
differences. Future prices will likely be different from (and may be
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lower than) the prices in effect on December 31, 1995. In many past
years, year-end prices have tended to be higher, and in some cases
significantly higher, than the yearly average price actually received
by the Program for at least the year following the year-end valuation
date. Management is unable to predict whether future gas prices
will (i) stabilize, (ii) increase, or (iii) decrease.
Insurance Coverage
The Program is subject to all of the risks inherent in the
exploration for and production of oil and gas, including blowouts,
pollution, fires, and other casualties. The Program maintains
insurance coverage as is customary for entities of a similar size
engaged in operations similar to that of the Program, but losses can
occur from uninsurable risks or in amounts in excess of existing
insurance coverage. The occurrence of an event which is not fully
covered by insurance could have a material adverse effect on the
Program's financial position and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the numbers of gross and net
productive wells of the Program as of December 31, 1995.
Well Statistics(1)
As of December 31, 1995
Gross productive wells(2):
Oil 1
Gas 18
--
Total 19
Net productive wells(3):
Oil .09
Gas 1.33
----
Total 1.42
- - ----------
(1) The designation of a well as an oil well or gas well is made by
Dyco based on the relative amount of oil and gas reserves for the
well. Regardless of a well's oil or gas designation, it may
produce oil, gas, or both oil and gas.
(2) As used throughout this Annual Report, "Gross Well" refers to a
well in which a working interest is owned. The number of gross
wells is the total number of wells in which a working interest is
owned.
(3) As used throughout this Annual Report, "Net Well" refers to the
sum of the fractional working interests owned in gross wells
expressed as whole numbers and fractions thereof. For example, a
15% leasehold interest in a well represents one Gross Well, but
0.15 Net Well.
Drilling Activities
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The Program participated in no drilling activities for the year
ended December 31, 1995.
Oil and Gas Production, Revenue, and Price History
The following table sets forth certain historical information
concerning the oil (including condensates) and natural gas production,
net of all royalties, overriding royalties, and other third party
interests, of the Program, revenues attributable to such production,
and certain price and cost information.
Net Production Data
Year Ended December 31,
----------------------------
1995 1994 1993
-------- -------- --------
Production:
Oil (Bbls)(1) 865 1,342 1,757
Gas (Mcf)(2) 128,537 138,390 133,872
Oil and gas sales:
Oil $ 12,693 $ 19,093 $ 27,215
Gas 175,522 199,462 246,461
------- ------- -------
Total $188,215 $218,555 $273,676
======= ======= =======
Total direct operating expenses $ 63,111 $ 75,984 $ 56,480
======= ======= =======
Direct operating expenses as a
percentage of oil and gas
sales 33.5% 34.8% 20.6%
Average sales price:
Per barrel of oil $ 14.67 $ 14.23 $ 15.49
Per Mcf of gas 1.37 1.44 1.84
Direct operating expenses per
equivalent Mcf of gas(3) $ .47 $ .52 $ .39
- - ----------
(1) As used throughout this Annual Report, "Bbls" refers to barrels
of 42 U.S. gallons and represents the basic unit for measuring
the production of crude oil and condensate oil.
(2) As used throughout this Annual Report, "Mcf" refers to volume of
1,000 cubic feet under prescribed conditions of pressure and
temperature and represents the basic unit for measuring the
production of natural gas.
(3) Oil production is converted to gas equivalents at the rate of six
Mcf per barrel, representing the estimated relative energy
content of gas and oil, which rate is not necessarily indicative
of the relationship of oil and gas prices. The respective prices
of oil and gas are affected by market and other factors in
addition to relative energy content.
Proved Reserves and Net Present Value
The following table sets forth the Program's estimated proved oil
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and gas reserves and net present value therefrom as of December 31,
1995. The schedule of quantities of proved oil and gas reserves was
prepared by Dyco in accordance with the rules prescribed by the
Securities and Exchange Commission (the "SEC"). As used throughout
this Annual Report, "proved reserves" refers to those estimated
quantities of crude oil, natural gas, and natural gas liquids which
geological and engineering data demonstrate with reasonable certainty
to be recoverable in future years from known oil and gas reservoirs
under existing economic and operating conditions.
Net present value represents estimated future gross cash flow
from the production and sale of proved reserves, net of estimated oil
and gas production costs (including production taxes, ad valorem
taxes, and operating expenses), and estimated future development costs
discounted at 10% per annum. Net present value attributable to the
Program's proved reserves was calculated on the basis of current costs
and prices at December 31, 1995. Such prices were not escalated
except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract
provisions. The prices used by Dyco in calculating the net present
value attributable to the Program's proved reserves do not necessarily
reflect market prices for oil and gas production subsequent to
December 31, 1995. Furthermore, gas prices at December 31, 1995 were
higher than the price used for determining the Program's net present
value of proved reserves for the year ended December 31, 1994. There
can be no assurance that the prices used in calculating the net
present value of the Program's proved reserves at December 31, 1995
will actually be realized for such production.
The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change substantially
over time as a result of, among other things, additional development
activity, production history, and viability of production under
varying economic conditions; consequently, it is reasonably possible
that material revisions to existing reserve estimates may occur in the
near future. Although every reasonable effort has been made to ensure
that the reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs make
these estimates generally less precise than other estimates presented
in connection with financial statement disclosures.
Proved Reserves and
Net Present Value
From Proved Reserves
As of December 31, 1995
Estimated proved reserves:
Natural gas (Mcf) 615,025
Oil and liquids (Bbls) 4,679
Net present value
(discounted at 10% per annum) $556,052
No estimates of the proved reserves of the Program comparable to
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those included herein have been included in reports to any federal
agency other than the SEC. Additional information relating to the
Program's proved reserves is contained in Note 5 to the Program's
financial statements, included in Item 8 of this Annual Report.
Significant Properties
As of December 31, 1995, the Program's properties consisted of 19
gross (1.42 net) productive wells in which the Program owned a working
interest. The Program owned a non-working interest in an additional 5
gross wells. Affiliates of the Program operate 5 (21%) of its total
wells. As of December 31, 1995, the Program's net interests in its
properties resulted in estimated total proved reserves of 615,025 Mcf
of natural gas and 4,679 barrels of oil. Substantially all of the
Program's reserves are located in the Anadarko Basin of western
Oklahoma and the Texas panhandle, which is an established oil and gas
producing basin. All of the Program's properties are located onshore
in the continental United States.
As of December 31, 1995, the Program's properties in the Anadarko
Basin consisted of 15 gross (0.63 net) wells in which the Program
owned a working interest. The Program owned a non-working interest in
an additional 4 gross wells. Affiliates of the Program operate 3
(16%) of its total wells in the Anadarko Basin. As of December 31,
1995, the Program's net interest in such wells resulted in estimated
total proved reserves of approximately 537,760 Mcf of natural gas and
approximately 832 barrels of crude oil, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $479,241.
Title to Oil and Gas Properties
Management believes that the Program has satisfactory title to
its oil and gas properties. Record title to substantially all of the
Program's properties is held by Dyco as nominee.
Title to the Program's properties is subject to customary
royalty, overriding royalty, carried, working, and other similar
interests and contractual arrangements customary in the oil and gas
industry, to liens for current taxes not yet due, and to other
encumbrances. Management believes that such burdens do not materially
detract from the value of such properties or from the Program's
interest therein or materially interfere with their use in the
operation of the Program's business.
ITEM 3. LEGAL PROCEEDINGS
On November 12, 1993, two royalty owners filed a class action
lawsuit against Dyco in which the plaintiffs alleged entitlement to a
share of the proceeds of a take-or-pay settlement with a gas purchaser
which involved the Spurlin Unit #1-23 well (Chandler, et al. v. Dyco,
C-93-67, District Court of Dewey County, Oklahoma). This lawsuit is a
successor lawsuit to a suit that was filed in 1991 and dismissed in
1993 following a district court's failure to certify a class action
(Chandler v. Dyco, C-91-55, District Court of Roger Mills County,
Oklahoma). The Program has an approximate 8.7% working interest in
the Spurlin Unit #1-23 well. The lawsuit also alleged claims based on
breach of contract, bad faith breach of contract, breach of an implied
covenant to market, unjust enrichment, and constructive fraud and
requested an accounting and a temporary restraining order. The
plaintiffs have not quantified the amount of their alleged damages.
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The district court has certified the matter as a class action. Dyco
has denied all of the plaintiffs' allegations and limited discovery is
proceeding in the matter. Dyco intends to vigorously defend the
lawsuit. As of the date of this Annual Report, management cannot
determine the amount of any alleged damages which would be allocable
to the Program.
On March 5, 1992 Walter K. Spurlin, et al. filed a lawsuit
against Dyco in which the plaintiffs alleged that Dyco, as operator of
the Spurlin Unit #1-23 well, failed to respond to their request for an
accounting of production. (Spurlin, et al. v. Dyco, et al., C-92-014,
District Court of Roger Mills County, Oklahoma.) The Program has an
approximate 8.7% working interest in the Spurlin Unit #1-23 well. The
plaintiffs are seeking a full accounting of all production from the
well and judgment for breach of contract and their alleged share of
the proceeds from certain gas contract settlements. The plaintiffs
have not quantified the amount of their alleged damages. Dyco has
filed its answer in the matter in which it denied all of the
plaintiffs' allegations and discovery is ongoing. Dyco intends to
vigorously defend the lawsuit. On April 21, 1992 Dyco's motion to
dismiss plaintiffs' claim for tortious breach of contract was granted,
thereby eliminating any punitive damages claims. As of the date of
this Annual Report, management cannot determine the amount of alleged
damages which would be allocable to the Program.
Except for the foregoing, to the knowledge of the management of
Dyco and the Program, neither Dyco, the Program, nor the Program's
properties are subject to any litigation, the results of which would
have a material effect on the Program's or Dyco's financial condition
or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Program's
limited partners during 1995.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND
RELATED LIMITED PARTNER MATTERS
The Program does not have an established trading market for its
units of limited partnership interest ("Units"). Pursuant to the
terms of the Program's limited partnership agreement, Dyco, as General
Partner, is obligated to annually offer a repurchase offer which is
based on the estimated future net revenues from the Program's reserves
and is calculated pursuant to the terms of the limited partnership
agreement. Such repurchase offer is recalculated monthly in order to
reflect cash distributions made to the limited partners and other
extraordinary events. The following table sets forth, for the periods
indicated, Dyco's repurchase offer per Unit and the amount of the
Program's cash distributions per Unit for the same period. For
purposes of this Annual Report, a Unit represents an initial
subscription of $5,000 to the Program.
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Repurchase Cash
Price Distributions
---------- -------------
1994:
First Quarter $199 $25
Second Quarter 186 20
Third Quarter 186 -
Fourth Quarter 166 20
1995:
First Quarter $166 $ -
Second Quarter 166 -
Third Quarter 226 -
Fourth Quarter 226 40
1996:
First Quarter $186 (1)
- - ----------
(1) To be declared in March 1996.
The Program has 2,424 Units outstanding and approximately 839
limited partners of record.
9
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ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
The following table presents selected financial data for the Program. This data should be
read in conjunction with the financial statements of the Program, and the respective notes
thereto, included elsewhere in this Annual Report. See "Item 8. Financial Statements and
Supplementary Data."
December 31,
--------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Summary of Operations:
Oil and gas sales $188,215 $218,555 $273,676 $261,541 $121,508
Total revenues 190,843 220,607 279,937 361,070 135,782
Lease operating expenses 49,891 59,991 36,670 18,408 85,352
Production taxes 13,220 15,993 19,810 11,448 14,717
General and administrative
expenses 32,626 30,575 34,612 39,010 36,283
Depreciation, depletion,
and amortization of
oil and gas properties 33,373 74,132 65,088 64,665 87,930
Valuation allowance for
oil and gas properties 13,949 - - - 290,000
Interest expense - - - - 17,782
Net income (loss) 47,784 39,916 123,757 227,539 ( 396,282)
per Unit 20 16 51 94 ( 163)
Cash distributions 96,960 157,560 181,800 72,720 36,360
per Unit 40 65 75 30 15
Summary Balance Sheet Data:
Total assets 323,611 365,572 632,698 695,315 675,716
Partners' capital 291,190 340,366 458,010 516,053 361,234
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
General
-------
The following general discussion should be read in conjunction
with the analysis of results of operations provided below. In
management's view, it is not possible to predict accurately either the
short-term or long-term prices for oil or gas. Specifically, due to
the oversupply of natural gas in recent years, certain of the
Program's gas producing properties have suffered, and continue to
suffer during portions of the year, production curtailments and
seasonal reductions in the prices paid by purchasers. Additional
curtailments and seasonal or regional price reductions will adversely
affect the operations and financial condition of the Program. Gas
sales prices, which have generally declined significantly since the
mid-1980s, increased during the fourth quarter of 1995. See "Item 1.
Business - Competition and Marketing." Actual future prices received
by the Program will likely be different from (and may be lower than)
the prices in effect on December 31, 1995. In many past years, year-
end prices have tended to be higher, and in some cases significantly
higher, than the yearly average price actually received by the Program
for at least the year following the year-end valuation date.
Management is unable to predict whether future gas prices will (i)
stabilize, (ii) increase, or (iii) decrease. The amount of the
Program's cash flow, however, is dependent on such future gas prices.
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 13.9% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease resulted primarily from decreases in the volumes of oil
and natural gas sold during the year ended December 31, 1995 as
compared to the year ended December 31, 1994. Volumes of oil and
natural gas sold decreased 477 barrels and 9,853 Mcf, respectively,
for the year ended December 31, 1995 as compared to the year ended
December 31, 1994. The decrease in volumes of oil sold was primarily
due to a dispute in which revenues were withheld by the operator of
one well during the year ended December 31, 1995. The decrease in
volumes of natural gas sold was primarily a result of significant
positive prior period volume adjustments from several purchasers on
two wells during the year ended December 31, 1994. Average natural
gas prices decreased to $1.37 per Mcf for the year ended December 31,
1995 from $1.44 per Mcf for the year ended December 31, 1994 while
average oil prices increased to $14.67 per barrel for the year ended
December 31, 1995 from $14.23 per barrel for the year ended
December 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased 16.9% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was primarily a result of higher general repair and
maintenance expenses incurred during the year ended December 31, 1994.
As a percentage of oil and gas sales, these expenses remained
relatively constant at 33.5% for the year ended December 31, 1995 as
compared to 34.8% for the year ended December 31, 1994.
11
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased $40,759 for the year ended December 31, 1995 as
compared to the year ended December 31, 1994. This dollar decrease
resulted primarily from the decrease in the volumes of oil and natural
gas sold during the year ended December 31, 1995 as compared to the
year ended December 31, 1994 and a significant upward revision in the
estimate of the Program's remaining natural gas reserves during the
year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, this expense
decreased to 17.7% for the year ended December 31, 1995 from 33.9% for
the year ended December 31, 1994. This decrease was primarily a
result of the dollar decrease in depreciation, depletion, and
amortization discussed above.
As a result of declines in natural gas prices during the first
part of 1995, the Program recognized a non-cash charge against
earnings of $13,949 during the three months ended September 30, 1995.
The valuation allowance for oil and gas properties at December 31,
1995 was necessary due to the unamortized costs of oil and gas
properties exceeding the present value of the future net revenues from
the oil and gas properties. No such allowance was necessary during
the year ended December 31, 1994.
General and administrative expenses increased slightly by $2,051
for the year ended December 31, 1995 as compared to the year ended
December 31, 1994. This increase resulted primarily from an increase
in professional fees and an increase in printing and postage fees
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses increased slightly to 17.3% for the year ended December 31,
1995 from 14.0% for the year ended December 31, 1994. This percentage
increase was primarily due to the dollar increase in general and
administrative expenses and the decrease in the volumes of oil and
natural gas sold during the year ended December 31, 1995 as compared
to the year ended December 31, 1994.
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales decreased 20.1% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This decrease was due primarily to a decrease in the volumes of oil
sold and decreases in the average prices of oil and natural gas sold,
partially offset by an increase in volumes of natural gas sold.
Volumes of oil sold decreased slightly by 415 barrels, while volumes
of natural gas sold increased 4,518 Mcf. Average oil and natural gas
prices decreased to $14.23 per barrel and $1.44 per Mcf for the year
ended December 31, 1994 from $15.49 per barrel and $1.84 per Mcf for
the year ended December 31, 1993.
Oil and gas production expenses (including lease operating
expenses and production taxes) increased 34.5% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993. As
a percentage of oil and gas sales, these expenses increased to 34.8%
for the year ended December 31, 1994 from 20.6% for the year ended
December 31, 1993. These increases were primarily due to an increase
in the general repair and maintenance expenses, partially offset by a
decrease in production taxes as a result of lower oil and gas sales.
Depreciation, depletion, and amortization of oil and gas
properties increased $9,044 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993. This increase was
12
<PAGE>
<PAGE>
primarily due to a downward revision in 1994 in the estimate of
remaining reserves. As a percentage of oil and gas sales, this
expense increased to 33.9% for the year ended December 31, 1994 from
23.8% for the year ended December 31, 1993. This percentage increase
was primarily due to the decreases in the average prices of oil and
natural gas sold and the reserve revisions discussed above.
General and administrative expenses decreased $4,037 for the year
ended December 31, 1994 as compared to the year ended December 31,
1993. This decrease was primarily due to a decrease in professional
fees during the year ended December 31, 1994 as compared to the
similar period in 1993. As a percentage of oil and gas sales, these
expenses increased to 14.0% for the year ended December 31, 1994 from
12.6% for the year ended December 31, 1993. This percentage increase
was primarily due to the lower average prices of oil and natural gas
sold, partially offset by an increase in volumes of natural gas sold.
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the limited partners on a quarterly basis. See "Item
5. Market for the Registrant's Limited Partnership Units and Related
Limited Partner Matters." The net proceeds from production are not
reinvested in productive assets, except to the extent that producing
wells are improved, or where methods are employed to permit more
efficient recovery of reserves, thereby resulting in a positive
economic impact. Assuming production levels for the year ended
December 31, 1995, the Program's proved reserve quantities at
December 31, 1995 would have a life of approximately 4.8 years for gas
reserves and 5.4 years for oil reserves.
The Program's available capital from the limited partners'
subscriptions has been spent on oil and gas drilling activities and
there should be no further material capital resource commitments in
the future. The Program has no debt commitments. Cash for
operational purposes will be provided by current oil and gas
production.
There can be no assurance as to the amount of the Program's
future cash distributions. The Program's ability to make cash
distributions depends primarily upon the level of available cash flow
generated by the Program's operating activities, which will be
affected (either positively or negatively) by many factors beyond the
control of the Program, including the price of and demand for oil and
gas and other market and economic conditions. Even if prices and
costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing
properties declines) since the Program is not replacing production
through acquisitions of producing properties and drilling.
The Program is involved in certain litigation, the outcomes of
which cannot presently be determined. In the event of unfavorable
outcomes, the Program's liquidity and capital resources could be
negatively impacted. See "Item 3. Legal Proceedings" for a further
discussion of this litigation.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous
factors, including the extent of domestic and foreign production,
foreign imports of oil, market demand, domestic and foreign economic
conditions in general, and governmental regulations and tax laws. The
13
<PAGE>
<PAGE>
general level of inflation in the economy did not have a material
effect on the operations of the Program in 1995. Oil and natural gas
prices have fluctuated during recent years and generally have not
followed the same pattern as inflation. See "Item 2. Properties - Oil
and Gas Production, Revenue, and Price History."
14
<PAGE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
We have audited the financial statements of the Dyco Oil and Gas
Program 1978-1 Limited Partnership (a Minnesota limited partnership)
as listed in Item 14(a) of this Form 10-K. These financial statements
are the responsibility of the Program's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and dis-
closures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
the Dyco Oil and Gas Program 1978-1 Limited Partnership at
December 31, 1995 and 1994, and the results of its operations and cash
flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
February 6, 1996
15
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1978-1 LIMITED PARTNERSHIP
Balance Sheets
December 31, 1995 and 1994
ASSETS
1995 1994
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 29,217 $ 35,769
Accrued oil and gas sales, including
$22,308 and $22,230 due from related
parties 30,588 26,596
------- -------
Total current assets $ 59,805 $ 62,365
NET OIL AND GAS PROPERTIES, utilizing the
full cost method 220,435 259,917
DEFERRED CHARGE 43,371 43,290
------- -------
$323,611 $365,572
======= =======
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable $ 3,811 $ 2,781
Gas imbalance payable 4,762 -
------- -------
Total current liabilities $ 8,573 $ 2,781
ACCRUED LIABILITY 23,848 22,425
CONTINGENCIES (Note 4)
PARTNERS' CAPITAL:
General Partner, issued and outstanding,
24 Units 2,912 3,404
Limited Partners, issued and outstanding,
2,400 Units 288,278 336,962
------- -------
Total Partners' capital $291,190 $340,366
------- -------
$323,611 $365,572
======= =======
The accompanying notes are an integral
part of these financial statements.
16
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1978-1 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
-------- -------- --------
REVENUES:
Oil and gas sales, including $175,522,
$198,526, and $222,772 of sales to
related parties $188,215 $218,555 $273,676
Interest 2,628 2,052 6,261
------- ------- -------
$190,843 $220,607 $279,937
COSTS AND EXPENSES:
Lease operating $ 49,891 $ 59,991 $ 36,670
Production taxes 13,220 15,993 19,810
Depreciation, depletion, and
amortization of oil and gas
properties 33,373 74,132 65,088
Valuation allowance 13,949 - -
General and administrative 32,626 30,575 34,612
------- ------- -------
$143,059 $180,691 $156,180
------- ------- -------
NET INCOME $ 47,784 $ 39,916 $123,757
======= ======= =======
GENERAL PARTNER (1%) - NET INCOME $ 478 $ 399 $ 1,238
======= ======= =======
LIMITED PARTNERS (99%) - NET INCOME $ 47,306 $ 39,517 $122,519
======= ======= =======
NET INCOME per Unit $ 20 $ 16 $ 51
======= ======= =======
UNITS OUTSTANDING 2,424 2,424 2,424
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
17
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1978-1 LIMITED PARTNERSHIP
Statements of Partners' Capital
For the Years Ended December 31, 1995, 1994, and 1993
General Limited
Partner Partners Total
-------- ---------- ----------
Balances at December 31, 1992 $5,161 $510,892 $516,053
Cash distributions ( 1,818) ( 179,982) ( 181,800)
Net income 1,238 122,519 123,757
----- ------- -------
Balances at December 31, 1993 $4,581 $453,429 $458,010
Cash distributions ( 1,576) ( 155,984) ( 157,560)
Net income 399 39,517 39,916
----- ------- -------
Balances at December 31, 1994 $3,404 $336,962 $340,366
Cash distributions ( 970) ( 95,990) ( 96,960)
Net income 478 47,306 47,784
----- ------- -------
Balances at December 31, 1995 $2,912 $288,278 $291,190
===== ======= =======
The accompanying notes are an integral
part of these financial statements.
18
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1978-1 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 47,784 $ 39,916 $123,757
Adjustments to reconcile net
income to net cash provided
(used) by operating activities:
Depreciation, depletion, and
amortization 33,373 74,132 65,088
Valuation allowance 13,949 - -
(Increase) decrease in accrued
oil and gas sales ( 3,992) 12,259 15,368
Increase in deferred charge ( 81) ( 6,269) ( 11,174)
Increase (decrease) in
accounts payable 1,030 ( 852) ( 4,574)
Increase in gas imbalance
payable 4,762 - -
Increase in accrued liability 1,423 22,425 -
Decrease in gas prepayments - - ( 171,055)
Increase (decrease) in related
party payable - ( 171,055) 171,055
------- ------- -------
Net cash provided (used) by
operating activities $ 98,248 ($ 29,444) $188,465
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas
properties ($ 8,385) ($ 11,998) ($ 6,472)
Retirements of oil and gas
properties 545 497 3,376
------- ------- -------
Net cash used by investing
activities ($ 7,840) ($ 11,501) ($ 3,096)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($ 96,960) ($157,560) ($181,800)
------- ------- -------
Net cash used by financing
activities ($ 96,960) ($157,560) ($181,800)
------- ------- -------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ($ 6,552) ($198,505) $ 3,569
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 35,769 234,274 230,705
------- ------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 29,217 $ 35,769 $234,274
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
19
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994, and 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1978-1 Limited Partnership (the
"Program"), a Minnesota limited partnership, commenced operations
on April 1, 1978. Dyco Petroleum Corporation ("Dyco") is the
General Partner of the Program. Affiliates of Dyco owned 1,005.74
(41.5%) of the Program's Units at December 31, 1995.
The Program's sole business is the development and production of
oil and natural gas with a concentration on natural gas.
Substantially all of the Program's natural gas reserves are being
sold regionally in the "spot market." Due to the highly
competitive nature of the spot market, prices on the spot market
are subject to wide seasonal and regional pricing fluctuations.
In addition, such spot market sales are generally short-term in
nature and are dependent upon the obtaining of transportation
services provided by pipelines.
Cash and Cash Equivalents
The Program considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents. Cash equivalents are not insured, which cause the
Program to be subject to risk.
Credit Risk
Accrued oil and gas sales which are due from a variety of oil and
natural gas purchasers subject the Program to a concentration of
credit risk. Some of these purchasers are discussed in Note 3 -
Major Customers.
Oil and Gas Properties
Oil and gas operations are accounted for using the full cost
method of accounting. All productive and non-productive costs
associated with the acquisition, exploration, and development of
oil and gas reserves are capitalized. Capitalized costs are
depleted on a gross revenue method using estimates of proved
reserves. The full cost amortization rates per equivalent Mcf of
gas produced during the years ended December 31, 1995, 1994, and
1993 were $0.25, $0.51, and $0.45, respectively. In the event
the unamortized cost of oil and gas properties being amortized
exceeds the full cost ceiling (as defined by the Securities and
Exchange Commission) the excess is charged to expense in the year
during which such excess occurs. In addition, the Securities and
Exchange Commission rules provide that if prices decline
subsequent to year end, any excess that results from these
declines may also be charged to expense during the current year.
During the year ended December 31, 1995, the Program charged to
expense a valuation allowance of $13,949, which represented the
amount of unamortized oil and gas properties which exceeded the
full cost ceiling. No such valuation allowance was incurred in
1994 or 1993. Sales and abandonments of properties are accounted
20
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<PAGE>
for as adjustments of capitalized costs with no gain or loss
recognized, unless such adjustments would significantly alter the
relationship between capitalized costs and proved oil and gas
reserves.
Deferred Charge
The Deferred Charge at December 31, 1995 and 1994 represents
costs deferred for lease operating expenses incurred in
connection with the Program's underproduced gas imbalance
position. At December 31, 1995, cumulative total gas sales
volumes for underproduced wells were less than the Program's pro-
rata share of total gas production on these wells by 121,761 Mcf,
resulting in prepaid lease operating expenses of $43,371. At
December 31, 1994, cumulative total gas sales volumes for
underproduced wells were less than the Program's pro-rata share
of total gas production on these wells by 137,867 Mcf, resulting
in prepaid lease operating expenses of $43,290.
Accrued Liability
Accrued Liability represents charges accrued for lease operating
expenses incurred in connection with the Program's overproduced
gas imbalance position. At December 31, 1995, cumulative total
gas sales volumes for overproduced wells exceeded the Program's
pro-rata share of total gas production on these wells by 66,950
Mcf, resulting in accrued lease operating expenses of $23,848.
At December 31, 1994, cumulative total gas sales volumes for
overproduced wells exceeded the Program's pro-rata share of total
gas production on these wells by 71,417 Mcf, resulting in accrued
lease operating expenses of $22,425.
Oil and Gas Sales and Gas Imbalance Payable
The Program's oil and condensate production is sold, title passed
and revenue recognized at or near the Program's wells under
short-term purchase contracts at prevailing prices in accordance
with arrangements which are customary in the oil industry. Sales
of natural gas applicable to the Program's interest in producing
oil and gas leases are recorded as income when the gas is metered
and title transferred pursuant to the gas sales contracts
covering the Program's interest in natural gas reserves. During
such times as the Program's sales of gas exceed its pro rata
ownership in a well, such sales are recorded as income unless
total sales from the well have exceeded the Program's share of
estimated total gas reserves underlying the property at which
time such excess is recorded as a liability. At December 31,
1995, total sales exceeded the Program's share of estimated total
gas reserves on one well by $4,762 (2,480 Mcf). At December 31,
1994, no such liability was recorded.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
21
<PAGE>
<PAGE>
Further, accrued oil and gas sales, the deferred charge, the gas
imbalance payable, the accrued liability, and the valuation
allowance all involve estimates which could materially differ
from the actual amounts ultimately realized in the near term.
Contingent liabilities from litigation (see Note 4) and oil and
gas reserves (see Note 5) also involve significant estimates
which could materially differ from the actual amounts ultimately
realized.
Income Taxes
Income or loss for income tax purposes is includable in the
income tax returns of the partners. Accordingly, no recognition
has been given to income taxes in the accompanying financial
statements.
2. TRANSACTIONS WITH RELATED PARTIES
Under the terms of the Program's partnership agreement, Dyco is
entitled to receive a reimbursement for all direct expenses and
general and administrative, geological, and engineering expenses
it incurs on behalf of the Program. During the years ended
December 31, 1995, 1994, and 1993, such expenses totaled $32,626,
$30,575, and $34,612, respectively, of which $24,876, $24,876,
and $24,636, were paid to Dyco and its affiliates.
Affiliates of the Program operate certain of the Program's
properties. Their policy is to bill the Program for all
customary charges and cost reimbursements associated with these
activities, together with any compressor rentals, consulting, or
other services provided.
The Program sells gas at market prices to Premier Gas Company
("Premier") and other similar gas marketing firms. Such firms
may then resell such gas to third parties at market prices.
Premier was an affiliate of the Program until December 6, 1995.
During 1995, 1994, and 1993, these sales totaled $175,522,
$198,526, and $222,772, respectively. At December 31, 1995 and
1994, accrued oil and gas sales included $22,308 and $22,230 due
from Premier.
During 1993, a gas prepayment was refunded to a pipeline company
by a related party, resulting in the related party payable at
December 31, 1993. In January 1994, the Program repaid the
related party.
3. MAJOR CUSTOMERS
The following purchasers individually accounted for more than 10%
of the combined oil and gas sales (excluding the gas imbalance
adjustment) of the Program for the years ended December 31, 1995,
1994, and 1993:
Purchaser 1995 1994 1993
--------- ----- ----- -----
Premier 93.3% 90.8% 81.4%
Apache Corporation - % - % 18.6%
In the event of interruption of purchases by these significant
customers or the cessation or material change in availability of
22
<PAGE>
<PAGE>
open-access transportation by the Program's pipeline
transporters, the Program may encounter difficulty in marketing
its gas and in maintaining historic sales levels. Alternative
purchasers or transporters may not be readily available.
4. CONTINGENCIES
On November 12, 1993, two royalty owners filed a class action
lawsuit against Dyco in which the plaintiffs alleged entitlement
to a share of the proceeds of a take-or-pay settlement with a gas
purchaser which involved one of the Program's wells. This
lawsuit is a successor lawsuit to a suit that was filed in 1991
and dismissed in 1993 following a district court's failure to
certify a class action. The lawsuit also alleged claims based on
breach of contract, bad faith breach of contract, breach of an
implied covenant to market, unjust enrichment, and constructive
fraud and requested an accounting and a temporary restraining
order. The plaintiffs have not quantified the amount of their
alleged damages. The district court has certified the matter as
a class action. Dyco has denied all of the plaintiffs'
allegations and limited discovery is proceeding in the matter.
Dyco intends to vigorously defend the lawsuit. As of the date of
these financial statements, management cannot determine the
amount of any alleged damages which would be allocable to the
Program; however, it is possible that events could change in the
future resulting in a material liability to the Program.
On March 5, 1992 Walter K. Spurlin, et al. filed a lawsuit
against Dyco in which the plaintiffs alleged that Dyco, as
operator of one of the Program's wells, failed to respond to
their request for an accounting of production. The plaintiffs
are seeking a full accounting of all production from the well and
judgment for breach of contract and their alleged share of the
proceeds from certain gas contract settlements. The plaintiffs
have not quantified the amount of their alleged damages. Dyco
has filed its answer in the matter in which it denied all of the
plaintiffs' allegations and discovery is ongoing. Dyco intends
to vigorously defend the lawsuit. On April 21, 1992, Dyco's
motion to dismiss plaintiffs' claim for tortious breach of
contract was granted, thereby eliminating any punitive damages
claims. As of the date of these financial statements, management
cannot determine the amount of alleged damages which would be
allocable to the Program; however, it is possible that events
could change in the future resulting in a material liability to
the Program.
5. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Program is presented pursuant to the disclosure
requirements promulgated by the Securities and Exchange
Commission.
Capitalized Costs
The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance were as follows:
23
<PAGE>
<PAGE>
December 31,
----------------------------
1995 1994
------------- -------------
Proved properties $14,966,156 $14,958,316
Unproved properties, not
subject to depreciation,
depletion, and amorti-
zation - -
---------- ----------
$14,966,156 $14,958,316
Less accumulated depre-
ciation, depletion,
amortization, and
valuation allowance ( 14,745,721) ( 14,698,399)
---------- ----------
Net oil and gas properties $ 220,435 $ 259,917
========== ==========
Costs Incurred
Costs incurred by the Program in connection with its oil and gas
property acquisition, exploration, and development activities
were as follows:
December 31,
------------------------
1995 1994 1993
------- ------- ------
Acquisition of properties $ - $ - $ -
Exploration costs - - -
Development costs 8,385 11,998 6,472
------ ------ -----
Total costs incurred $ 8,385 $11,998 $6,472
====== ====== =====
24
<PAGE>
<PAGE>
Quantities of Proved Oil and Gas Reserves - Unaudited
<TABLE>
<CAPTION>
Set forth below is a summary of the changes in the net quantities of the Program's proved
crude oil and natural gas reserves for the years ended December 31, 1995, 1994, and 1993.
Proved reserves were estimated by petroleum engineers employed by affiliates of the
Program. All of the Program's reserves are located in the United States.
1995 1994 1993
------------------ ------------------ ------------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Proved reserves,
beginning of year 5,377 464,077 2,366 633,611 9,264 713,326
Revisions of previous
estimates 167 279,485 4,353 ( 30,289) (5,154) 54,094
Sales of reserves - - - ( 855) - ( 2,232)
Extensions and
discoveries - - - - 13 2,295
Production ( 865) (128,537) (1,342) (138,390) (1,757) (133,872)
----- ------- ----- ------- ----- -------
Proved reserves,
end of year 4,679 615,025 5,377 464,077 2,366 633,611
===== ======= ===== ======= ===== =======
Proved developed reserves:
Beginning of year 5,377 464,077 2,366 633,611 9,264 713,326
----- ------- ----- ------- ----- -------
End of year 4,679 593,679 5,377 464,077 2,366 633,611
===== ======= ===== ======= ===== =======
</TABLE>
25
<PAGE>
<PAGE>
The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change
substantially over time as a result of, among other things,
additional development activity, production history, and
viability of production under varying economic conditions; con-
sequently, it is reasonably possible that material revisions to
existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that the
reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs
make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Program is a limited partnership and has no directors or
executive officers. The following individuals are directors and
executive officers of Dyco, the General Partner. The business address
of such directors and executive officers is Two West Second Street,
Tulsa, Oklahoma 74103.
NAME AGE POSITION WITH DYCO
---------------- --- --------------------------------
C. Philip Tholen 47 Chief Executive Officer, Presi-
dent, and Chairman of the
Board of Directors
Dennis R. Neill 43 Senior Vice President and
Director
Jack A. Canon 46 Senior Vice President -
General Counsel and Director
Patrick M. Hall 37 Senior Vice President -
Controller
Annabel M. Jones 42 Secretary
Judy F. Hughes 49 Treasurer
The directors will hold office until the next annual meeting of
shareholders of Dyco and until their successors have been duly elected
and qualified. All executive officers serve at the discretion of the
Board of Directors.
C. Philip Tholen joined the Samson Companies in 1977 and has
served as President, Chief Executive Officer, and Director of Dyco
since June 18, 1991. Prior to joining the Samson Companies, he was an
audit manager for Arthur Andersen & Co. in Tulsa where he specialized
in oil and natural gas industry audits and contract audits. He holds
a Bachelor of Science degree in accounting from the University of
Tulsa and is a Certified Public Accountant. Mr. Tholen is also
26
<PAGE>
<PAGE>
Executive Vice President, Chief Financial Officer, Treasurer, and
Director of Samson Investment Company; President and Chairman of the
Board of Directors of Samson Natural Gas Company, Geodyne Resources,
Inc. and its subsidiaries, and Samson Resources Company; President of
two Divisions of Samson Natural Gas Company, Samson Exploration
Company and Samson Production Services Company; Senior Vice President,
Treasurer, and Director of Samson Properties Incorporated; and
Director of Circle L Drilling Company and Samson Industrial
Corporation.
Dennis R. Neill joined the Samson Companies in 1981 and was named
Senior Vice President and Director of Dyco on June 18, 1991. Prior to
joining the Samson Companies, he was associated with a Tulsa law firm,
Conner and Winters, where his principal practice was in the securities
area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the
University of Texas. Mr. Neill also serves as Senior Vice President,
Chief Operating Officer, and Director of Samson Properties
Incorporated; Senior Vice President of Samson Hydrocarbons Company;
Senior Vice President and Director of Geodyne Resources, Inc. and its
subsidiaries; and President and Chairman of the Board of Directors of
Samson Securities Company.
Jack A. Canon joined the Samson Companies in 1983 and has served
as a Vice President and Director of Dyco since June 18, 1991. Prior
to joining the Samson Companies, he served as a staff attorney for
Terra Resources, Inc. and was associated with the Tulsa law firm of
Dyer, Powers, Marsh, Turner and Armstrong. He received a Bachelor of
Science degree in accounting from Quincy College and a Juris Doctorate
degree from the University of Tulsa. Mr. Canon also serves as
Secretary of Samson Investment Company; Director of Samson Natural Gas
Company, Samson Properties Incorporated, Circle L Drilling Company,
and Samson Securities Company; Senior Vice President - General Counsel
of Samson Production Services Company, a Division of Samson Natural
Gas Company, and Geodyne Resources, Inc. and its subsidiaries; and
Vice President - General Counsel of Samson Industrial Corporation.
Patrick M. Hall joined the Samson Companies in 1983 and was named
a Vice President of Dyco on June 18, 1991. Prior to joining the
Samson Companies he was a senior accountant with Peat Marwick Main &
Co. in Tulsa. He holds a Bachelor of Science degree in accounting
from Oklahoma State University and is a Certified Public Accountant.
Mr. Hall is also a Director of Samson Natural Gas Company and Geodyne
Resources, Inc. and its subsidiaries; Senior Vice President -
Controller and Director of Samson Properties Incorporated; and Senior
Vice President - Controller of Samson Production Services Company, a
Division of Samson Natural Gas Company.
Annabel M. Jones joined the Samson Companies in 1982 and was
named Secretary of Dyco on June 18, 1991. Prior to joining the Samson
Companies she served as associate general counsel of the Oklahoma
Securities Commission. She holds Bachelor of Arts in political
science and Juris Doctorate degrees from the University of Oklahoma.
Ms. Jones serves as Assistant General Counsel - Corporate Affairs for
Samson Production Services Company, a Division of Samson Natural Gas
Company, and is also Secretary of Samson Properties Incorporated,
Samson Natural Gas Company, Geodyne Resources, Inc. and its
subsidiaries, and Samson Industrial Corporation; Vice-President,
Secretary, and Director of Samson Securities Company; and Assistant
Secretary of Samson Investment Company.
Judy F. Hughes joined the Samson Companies in 1978 and was named
Treasurer of Dyco on June 18, 1991. Prior to joining the Samson
Companies, she performed treasury functions with Reading & Bates
27
<PAGE>
<PAGE>
Corporation. She attended the University of Tulsa and also serves as
Treasurer of Samson Natural Gas Company, Geodyne Resources, Inc. and
its subsidiaries, and Samson Securities Company and Assistant
Treasurer of Samson Investment Company and Samson Industrial
Corporation.
ITEM 11. EXECUTIVE COMPENSATION
The Program is a limited partnership and, therefore, has no
officers or directors. The following table summarizes the amounts
paid by the Program as compensation and reimbursements to Dyco and its
affiliates for the three years ended December 31, 1995:
Compensation/Reimbursement to Dyco and its affiliates
Three Years Ended December 31, 1995
Type of Compensation/Reimbursement(1) Expense
- - ------------------------------------- -------------------------
1995 1994 1993
------- ------- -------
Compensation:
Operations $ (2) $ (2) $ (2)
Gas Marketing $ (3) $ (3) $ (3)
Reimbursements:
General and Administrative,
Geological, and Engineering
Expenses and Direct Expenses(4) $24,876 $24,876 $24,636
- - ----------
(1) The authority for all of such compensation and reimbursement is
the limited partnership agreement of the Program. With respect
to the Operations activities noted in the table, management
believes that such compensation is equal to or less than that
charged by unaffiliated persons in the same geographic areas and
under the same conditions.
(2) Affiliates of the Program serve as operator of some of the
Program's wells. Dyco, as General Partner, contracts with such
affiliates for services as operator of the wells. As operator,
such affiliates are compensated at rates provided in the
operating agreements in effect and charged to all parties to such
agreement. The dollar amount of such compensation paid by the
Program to such affiliates is impossible to quantify as of the
date of this Annual Report.
(3) Premier, an affiliate of the Program until December 6, 1995,
purchased a portion of the Program's gas at market prices and
resold such gas at market prices directly to end-users and local
distribution companies. For the years ended December 31, 1995,
1994, and 1993, the Program sold $175,522, $198,526, and
$222,772, respectively, of gas to Premier.
(4) The Program reimburses Dyco and its affiliates for reasonable and
necessary general and administrative, geological, and engineering
expenses and direct expenses incurred in connection with their
management and operation of the Program. The directors,
officers, and employees of Dyco and its affiliates receive no
direct remuneration from the Program for their services to the
Program. See "Salary Reimbursement Table" below. The allocable
general and administrative, geological, and engineering expenses
are apportioned on a reasonable basis between the Program's
business and all other oil and natural gas activities of Dyco and
its affiliates, including Dyco's management and operation of
affiliated oil and gas limited partnerships. The allocation to
28
<PAGE>
<PAGE>
the Program of these costs is made by Dyco as General Partner.
As noted in the Compensation/Reimbursement Table above, the
directors, officers, and employees of Dyco and their affiliates
receive no direct remuneration from the Program for their services.
However, to the extent such services represent direct involvement with
the Program, as opposed to general corporate functions, such persons'
salaries are allocated to and reimbursed by the Program. Such
allocation to the Program's general and administrative, geological,
and engineering expenses of the salaries of directors, officers, and
employees of Dyco and its affiliates is based on internal records
maintained by Dyco and its affiliates, and represents investor
relations, legal, accounting, data processing, management, and other
functions directly attributable to the Program's operations. The
following table indicates the approximate amount of general and
administrative expense reimbursement attributable to the salaries of
the directors, officers, and employees of Dyco and its affiliates for
the three years ended December 31, 1995:
29
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursement
Three Years Ended December 31, 1995
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- - --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group<F2> 1993 $13,057 - - - - - -
1994 $13,557 - - - - - -
1995 $13,582 - - - - - -
- - ----------
<FN>
<F1> The general and administrative expenses paid by the Program and attributable to salary
reimbursements do not include any salary or other compensation attributable to Mr. Tholen.
<F2> No officer or director of Dyco or its affiliates provides full-time services to the
Program and no individual's salary or other compensation reimbursement from the Program
equals or exceeds $100,000 per annum.
</FN>
</TABLE>
30
<PAGE>
<PAGE>
In addition to the compensation/reimbursements noted above,
during the 3 years ended December 31, 1995, the Samson Companies were
in the business of supplying field and drilling equipment and services
to affiliated and unaffiliated parties in the industry. These
companies may have provided equipment and services for wells in which
the Program has an interest. These equipment and services were
provided at prices or rates equal to or less than those normally
charged in the same or comparable geographic area by unaffiliated
persons or companies dealing at arm's length. The operators of these
wells bill the Program for a portion of such costs based upon the
Program's interest in the well.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table provides information as to the beneficial
ownership of the Program's Units as of December 31, 1995 by each
beneficial owner of more than 5% of the issued and outstanding Units
and by the directors, officers, and affiliates of Dyco. The address
of each of such persons is Samson Plaza, Two West Second Street,
Tulsa, Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
------------------------------- ---------------
Samson Properties Incorporated 1005.74 (41.5%)
All directors, officers, and
affiliates of Dyco as a group
and Dyco (8 persons) 1005.74 (41.5%)
To the best knowledge of the Program and Dyco, there were no
officers, directors, or 5% owners who were delinquent filers of
reports required under section 16 of the Securities Exchange Act of
1934.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dyco and certain of its affiliates engage in oil and gas
activities independently of the Program which result in conflicts of
interest that cannot be totally eliminated. The allocation of
acquisition and drilling opportunities and the nature of the
compensation arrangements between the Program and Dyco also create
potential conflicts of interest. Affiliates of the Program own a
significant amount of the Program's Units and therefore have an
identity of interest with other limited partners with respect to the
operations of the Program.
In order to attempt to assure limited liability for limited
partners as well as an orderly conduct of business, management of the
Program is exercised solely by Dyco. The partnership agreement of the
Program grants Dyco broad discretionary authority with respect to the
Program's participation in drilling prospects and expenditure and
control of funds, including borrowings. These provisions are similar
to those contained in prospectuses and partnership agreements for
other public oil and gas drilling partnerships. Broad discretion as
to general management of the Program involves circumstances where Dyco
31
<PAGE>
<PAGE>
has conflicts of interest and where it must allocate costs and
expenses, or opportunities, among the Program and other competing
interests.
Dyco does not devote all of its time, efforts, and personnel
exclusively to the Program. Furthermore, the Program does not have
any employees, but instead relies on the personnel of the Samson
Companies. The Program thus competes with the Samson Companies
(including other currently sponsored oil and gas programs) for the
time and resources of such personnel. The Samson Companies devote
such time and personnel to the management of the Program as are
indicated by the circumstances and as are consistent with Dyco's
fiduciary duties.
Affiliates of the Program are solely responsible for the negotia-
tion, administration, and enforcement of oil and gas sales agreements
covering the Program's leasehold interests. Until December 6, 1995,
Dyco had delegated the negotiation, administration, and enforcement of
its gas sales agreements to Premier. In addition to providing such
administrative services, Premier purchased and resold gas directly to
end-users and local distribution companies. Because affiliates of the
Program who provide services to the Program have fiduciary or other
duties to other members of the Samson Companies, contract amendments
and negotiating positions taken by them in their effort to enforce
contracts with purchasers may not necessarily represent the positions
that the Program would take if it were to administer its own contracts
without involvement with other members of the Samson Companies. On
the other hand, management believes that the Program's negotiating
strength and contractual positions have been enhanced by virtue of its
affiliation with the Samson Companies.
For a description of certain other relationships and related
transactions see "Item 11. Executive Compensation."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) Financial Statements and Schedules. The following
financial statements and schedules for the Program as of
December 31, 1995 and 1994 and for the years ended December 31,
1995, 1994, and 1993 are filed as part of this report.
(1) Financial Statements:
Report of Independent Accountants
Balance Sheets
Statements of Operations
Statements of Partners' Capital
Statements of Cash Flows
Notes to Financial Statements
(2) Financial Statement Schedules:
None
All other schedules have been omitted since the required
information is presented in the Financial Statements or is not
applicable.
(b) Reports on Form 8-K for the fourth quarter of 1995:
32
<PAGE>
<PAGE>
None.
(c) Exhibits:
4.1 Drilling Agreement dated April 1, 1978 for Dyco
Drilling Program 1978-1 by and between the Dyco
Oil and Gas Program 1978-1, Dyco Petroleum
Corporation, and Jaye F. Dyer filed as Exhibit 4.1
to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 10, 1992 and is hereby
incorporated by reference.
4.2 Program Agreement dated April 1, 1978 for Dyco Oil
and Gas Program 1978-1 by and between Dyco
Petroleum Corporation and Participants filed as
Exhibit 4.2 to Annual Report on Form 10-K for the
year ended December 31, 1991 on April 10, 1992 and
is hereby incorporated by reference.
4.3 Amendment to Program Agreement for Dyco Oil and
Gas Program 1978-1 dated February 9, 1989 filed as
Exhibit 4.3 to Annual Report on Form 10-K for the
year ended December 31, 1991 on April 10, 1992 and
is hereby incorporated by reference.
4.4 Certificate of Limited Partnership for Dyco Oil
and Gas Program 1978-1 Limited Partnership filed
as Exhibit 4.3 to Annual Report on Form 10-K for
the year ended December 31, 1991 on April 10, 1992
and is hereby incorporated by reference.
27.1 Financial Data Schedule containing summary
financial information extracted from the Dyco Oil
and Gas Program 1978-1 Limited Partnership's
financial statements as of December 31, 1995 and
for the year ended December 31, 1995.
All other Exhibits are omitted as inapplicable.
33
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
DYCO OIL AND GAS PROGRAM 1978-1
LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION
General Partner
February 14, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/C. Philip Tholen Chief Executive Feb. 14, 1996
------------------- Officer, President,
C. Philip Tholen and Chairman of the
Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice Feb. 14, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice Feb. 14, 1996
------------------- President -
Jack A. Canon General Counsel
and Director
/s/Patrick M. Hall Senior Vice Feb. 14, 1996
------------------- President -
Patrick M. Hall Controller
(Principal
Accounting Officer)
/s/Annabel M. Jones Secretary Feb. 14, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer Feb. 14, 1996
-------------------
Judy F. Hughes
34
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- - ------- -----------
4.1 Drilling Agreement dated April 1, 1978 for Dyco
Drilling Program 1978-1 by and between the Dyco Oil and
Gas Program 1978-1, Dyco Petroleum Corporation, and
Jaye F. Dyer filed as Exhibit 4.1 to Annual Report on
Form 10-K for the year ended December 31, 1991 on April
10, 1992 and is hereby incorporated by reference.
4.2 Program Agreement dated April 1, 1978 for Dyco Oil and
Gas Program 1978-1 by and between Dyco Petroleum
Corporation and Participants filed as Exhibit 4.2 to
Annual Report on Form 10-K for the year ended
December 31, 1991 on April 10, 1992 and is hereby
incorporated by reference.
4.3 Amendment to Program Agreement for Dyco Oil and Gas
Program 1978-1 dated February 9, 1989 filed as
Exhibit 4.3 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 10, 1992 and is hereby
incorporated by reference.
4.4 Certificate of Limited Partnership for Dyco Oil and Gas
Program 1978-1 Limited Partnership filed as Exhibit 4.3
to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 10, 1992 and is hereby
incorporated by reference.
27.1 Financial Data Schedule containing summary financial
information extracted from the Dyco Oil and Gas Program
1978-1 Limited Partnership's financial statements as of
December 31, 1995 and for the year ended December 31,
1995.
35
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000215718
<NAME> DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 29,217
<SECURITIES> 0
<RECEIVABLES> 30,588
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 59,805
<PP&E> 14,966,156
<DEPRECIATION> 14,745,721
<TOTAL-ASSETS> 323,611
<CURRENT-LIABILITIES> 8,573
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 291,190
<TOTAL-LIABILITY-AND-EQUITY> 323,611
<SALES> 188,215
<TOTAL-REVENUES> 190,843
<CGS> 0
<TOTAL-COSTS> 143,059
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 47,784
<INCOME-TAX> 0
<INCOME-CONTINUING> 47,784
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,784
<EPS-PRIMARY> 20
<EPS-DILUTED> 0
</TABLE>
