DYCO 1978 OIL & GAS PROGRAMS/OLD/
10-Q, 2000-11-08
DRILLING OIL & GAS WELLS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


For the quarter ended                     Commission File Number
  September 30, 2000                                    0-8881



                         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    (I.R.S. Employer Identification
   of incorporation or                       Number)
     organization)



Samson Plaza, Two West Second Street, Tulsa, Oklahoma  74103
------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)



                              (918) 583-1791
       ----------------------------------------------------
        (Registrant's telephone number, including area code)


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 such  filing
requirements for the past 90 days.

                        Yes     X               No
                            ------                    ------




                                      -1-
<PAGE>




                              PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                   DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                              September 30,    December 31,
                                                   2000            1999
                                              -------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $ 18,965        $  2,459
   Accrued oil and gas sales                        30,628          20,310
                                                  --------        --------
      Total current assets                        $ 49,593        $ 22,769

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                            104,952         121,369

DEFERRED CHARGE                                     11,418          11,701
                                                  --------        --------
                                                  $165,963        $155,839
                                                  ========        ========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                               $  1,210        $  1,518
   Payable to General Partner (Note 2)                   -           5,000
                                                  --------        --------
      Total current liabilities                   $  1,210        $  6,518

ACCRUED LIABILITY                                 $ 30,264        $ 27,584

PARTNERS' CAPITAL:
   General Partner, 24 general
      partner units                               $  1,345        $  1,217
   Limited Partners, issued and
      outstanding, 2,400 Units                     133,144         120,520
                                                  --------        --------
      Total Partners' capital                     $134,489        $121,737
                                                  --------        --------
                                                  $165,963        $155,839
                                                  ========        ========






                     The accompanying condensed notes are an
                  integral part of these financial statements.



                                      -2-
<PAGE>



               DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                 2000              1999
                                               --------          --------

REVENUES:
   Oil and gas sales                            $42,100           $30,087
   Interest                                         503               419
                                                -------           -------
                                                $42,603           $30,506

COSTS AND EXPENSES:
   Oil and gas production                       $ 6,707           $ 9,667
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  2,323             1,566
   General and administrative
      (Note 2)                                    9,598             6,971
                                                -------           -------
                                                $18,628           $18,204
                                                -------           -------

NET INCOME                                      $23,975           $12,302
                                                =======           =======
GENERAL PARTNER (1%) - net income               $   240           $   123
                                                =======           =======
LIMITED PARTNERS (99%) - net income             $23,735           $12,179
                                                =======           =======
NET INCOME PER UNIT                             $  9.89           $  5.08
                                                =======           =======
UNITS OUTSTANDING                                 2,424             2,424
                                                =======           =======




                     The accompanying condensed notes are an
                  integral part of these financial statements.



                                      -3-
<PAGE>



               DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                 2000              1999
                                               --------          --------

REVENUES:
   Oil and gas sales                           $116,874           $78,764
   Interest                                         610               929
                                               --------           -------
                                               $117,484           $79,693

COSTS AND EXPENSES:
   Oil and gas production                      $ 16,100           $21,620
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  7,244             7,538
   General and administrative
      (Note 2)                                   32,908            24,116
                                               --------           -------
                                               $ 56,252           $53,274
                                               --------           -------

NET INCOME                                     $ 61,232           $26,419
                                               ========           =======
GENERAL PARTNER (1%) - net income              $    613           $   264
                                               ========           =======
LIMITED PARTNERS (99%) - net income            $ 60,619           $26,155
                                               ========           =======
NET INCOME PER UNIT                            $  25.26           $ 10.90
                                               ========           =======
UNITS OUTSTANDING                                 2,424             2,424
                                               ========           =======




                     The accompanying condensed notes are an
                  integral part of these financial statements.



                                      -4-
<PAGE>



               DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                   2000            1999
                                                 --------        --------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                     $61,232         $26,419
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                  7,244           7,538
      Increase in accrued oil and
        gas sales                                ( 10,318)       (  2,754)
      Decrease in deferred charge                     283               -
      Increase (decrease) in accounts
        payable                                  (    308)            555
      Decrease in payable to General
        Partner                                  (  5,000)              -
      Increase in accrued liability                 2,680               -
                                                  -------         -------
   Net cash provided by operating
      activities                                  $55,813         $31,758
                                                  -------         -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of oil and gas
      properties                                  $11,702         $     -
   Additions to oil and gas properties           (  2,529)              -
                                                  -------         -------
   Net cash provided by investing
      activities                                  $ 9,173         $     -
                                                  -------         -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                            ($48,480)       ($48,480)
                                                  -------         -------
   Net cash used by financing
      activities                                 ($48,480)       ($48,480)
                                                  -------         -------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                               $16,506     (   $16,722)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                              2,459          24,203
                                                  -------         -------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                  $18,965         $ 7,481
                                                  =======         =======

                     The accompanying condensed notes are an
                  integral part of these financial statements.


                                      -5-
<PAGE>



               DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
                     CONDENSED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)


1.    ACCOUNTING POLICIES
      -------------------

      The balance sheet as of September 30, 2000,  statements of operations  for
      the  three  and  nine  months  ended  September  30,  2000 and  1999,  and
      statements of cash flows for the nine months ended  September 30, 2000 and
      1999  have been  prepared  by Dyco  Petroleum  Corporation  ("Dyco"),  the
      General Partner of the Dyco Oil and Gas Program 1978-1 Limited Partnership
      (the  "Program"),   without  audit.  In  the  opinion  of  management  all
      adjustments (which include only normal recurring adjustments) necessary to
      present  fairly the financial  position at September 30, 2000,  results of
      operations  for the three and nine  months  ended  September  30, 2000 and
      1999,  and changes in cash flows for the nine months ended  September  30,
      2000 and 1999 have been made.

      Information  and  footnote  disclosures  normally  included  in  financial
      statements  prepared in  accordance  with  generally  accepted  accounting
      principles  have been  condensed or omitted.  It is  suggested  that these
      financial  statements be read in conjunction with the financial statements
      and notes thereto included in the Program's Annual Report on Form 10-K for
      the year ended December 31, 1999. The results of operations for the period
      ended September 30, 2000 are not necessarily  indicative of the results to
      be expected for the full year.


      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.  The Program's  calculation of depreciation,  depletion,  and
      amortization  includes  estimated  future  expenditures  to be incurred in
      developing  proved  reserves and estimated  dismantlement  and abandonment
      costs, net of estimated  salvage values. In the event the unamortized cost
      of oil and gas properties  being  amortized  exceeds the full cost ceiling
      (as defined by the  Securities  and  Exchange  Commission),  the excess is
      charged to expense in the period  during which such excess  occurs.  Sales
      and abandonments of




                                      -6-
<PAGE>




      properties are accounted for as  adjustments of capitalized  costs with no
      gain or loss recognized, unless such adjustments would significantly alter
      the  relationship  between  capitalized  costs  and  proved  oil  and  gas
      reserves.

      The provision for depreciation, depletion, and amortization of oil and gas
      properties is calculated by dividing the oil and gas sales dollars  during
      the  period by the  estimated  future  gross  income  from the oil and gas
      properties and applying the resulting  rate to the net remaining  costs of
      oil and gas properties that have been  capitalized,  plus estimated future
      development costs.


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 three months ended September 30, 2000 and 1999 the
      Program incurred such expenses  totaling $9,598 and $6,971,  respectively,
      of which  $7,188 and $6,219,  respectively,  were paid each period to Dyco
      and its  affiliates.  During the nine months ended  September 30, 2000 and
      1999 the Program  incurred  such  expenses  totaling  $32,908 and $24,116,
      respectively, of which $21,564 and $18,657,  respectively,  were paid each
      period 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.

      The  payable to  General  Partner  at  December  31,  1999  represents  an
      operating  advance  from the  General  Partner.  Such amount was repaid in
      January 2000.





                                      -7-
<PAGE>



ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS


USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES
-----------------------------------------------

      This Quarterly Report contains  certain  forward-looking  statements.  The
      words "anticipate",  "believe",  "expect",  "plan", "intend",  "estimate",
      "project", "could", "may" and similar expressions are intended to identify
      forward-looking  statements.  Such statements reflect management's current
      views  with  respect  to future  events and  financial  performance.  This
      Quarterly Report also includes certain information,  which is, or is based
      upon,  estimates  and  assumptions.  Such  estimates and  assumptions  are
      management's  efforts to accurately reflect the condition and operation of
      the Program.

      Use of  forward-looking  statements and estimates and assumptions  involve
      risks  and  uncertainties  which  include,  but are not  limited  to,  the
      volatility of oil and gas prices, the uncertainty of reserve  information,
      the operating risk associated  with oil and gas properties  (including the
      risk of personal injury,  death,  property  damage,  damage to the well or
      producing  reservoir,  environmental  contamination,  and other  operating
      risks), the prospect of changing tax and regulatory laws, the availability
      and capacity of  processing  and  transportation  facilities,  the general
      economic climate,  the supply and price of foreign imports of oil and gas,
      the level of consumer  product demand,  and the price and  availability of
      alternative  fuels.  Should  one or more of these  risks or  uncertainties
      occur or should  estimates  or  underlying  assumptions  prove  incorrect,
      actual  conditions or results may vary materially and adversely from those
      stated, anticipated, believed, estimated, and otherwise indicated.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      Net  proceeds  from the  Program's  operations  less  necessary  operating
      capital  are  distributed  to  investors  on a  quarterly  basis.  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.




                                      -8-
<PAGE>




      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.  Management  believes  that  cash  for  ordinary
      operational purposes will be provided by current oil and gas production.

      The Program's  Statement of Cash Flows for the nine months ended September
      30, 2000 includes  proceeds from the sale of oil and gas properties during
      the  second  quarter  of  2000.  These  proceeds  were  included  in  cash
      distributions for the Program paid in September 2000.


RESULTS OF OPERATIONS
---------------------

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variables affecting the Program's revenues are the prices received for the
      sale of oil and gas and the volumes of oil and gas produced. The Program's
      production is mainly natural gas, so such pricing and volumes are the most
      significant factors.

      Due to the volatility of oil and gas prices,  forecasting future prices is
      subject to great  uncertainty  and  inaccuracy.  Substantially  all of the
      Program's gas reserves are being sold on the "spot market".  Prices on the
      spot market are subject to wide seasonal and regional pricing fluctuations
      due to the highly competitive nature of the spot market.  Such spot market
      sales are  generally  short-term  in  nature  and are  dependent  upon the
      obtaining of transportation services provided by pipelines. It is likewise
      difficult  to  predict  production  volumes.  However,  oil  and  gas  are
      depleting  assets,  so it can be  expected  that  production  levels  will
      decline over time. Recent gas prices have been  significantly  higher than
      the  Program's  historical  average.  This is  attributable  to the higher
      prices for crude oil,  a  substitute  fuel in some  markets,  and  reduced
      production due to lower capital investments in 1998 and 1999.





                                      -9-
<PAGE>




      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Three Months Ended September 30,
                                              --------------------------------
                                                   2000              1999
                                                  -------           -------
      Oil and gas sales                           $42,100           $30,087
      Oil and gas production expenses             $ 6,707           $ 9,667
      Barrels produced                                  -                52
      Mcf produced                                 10,258            12,016
      Average price/Bbl                           $     -           $ 21.08
      Average price/Mcf                           $  4.10           $  2.41

      As shown in the table  above,  total oil and gas sales  increased  $12,013
      (39.9%) for the three months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $17,000 was related to an increase in the average price of gas sold, which
      increase  was  partially  offset by a  decrease  of  approximately  $4,000
      related to a decrease in volumes of gas sold.  Volumes of oil and gas sold
      decreased  52 barrels and 1,758 Mcf,  respectively,  for the three  months
      ended  September 30, 2000 as compared to the three months ended  September
      30,  1999.  The decrease in volumes of gas sold was  primarily  due to the
      sale of two wells during early 2000 and normal declines in production. The
      average price of oil sold was $21.08 per barrel for the three months ended
      September 30, 1999.  Average gas prices increased to $4.10 per Mcf for the
      three  months  ended  September  30, 2000 from $2.41 per Mcf for the three
      months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $2,960  (30.6%) for the three  months ended
      September  30, 2000 as compared to the three  months  ended  September  30
      1999. This decrease was primarily due to (i) expenses incurred to plug and
      abandon one well during the three months ended September 30, 1999 and (ii)
      a positive prior period lease  operating  expense  adjustment  made by the
      operator on one well during the three months ended  September 30, 1999. As
      a percentage of oil and gas sales,  these expenses  decreased to 15.9% for
      the three months ended  September 30, 2000 from 32.1% for the three months
      ended September 30, 1999.  This  percentage  decrease was primarily due to
      the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $757 (48.3%) for the three months ended  September  30, 2000 as
      compared to the three months ended  September 30, 1999.  This increase was
      primarily due to the decreased dollar amount of  depreciation,  depletion,
      and amortization charged during the third quarter of 1999 which



                                      -10-
<PAGE>



      resulted  from  a  significant  increase  in the  gas  price  used  in the
      valuation of reserves at September  30, 1999 as compared to June 30, 1999.
      As a percentage of oil and gas sales,  this expense  increased to 5.5% for
      the three months ended  September  30, 2000 from 5.2% for the three months
      ended September 30, 1999.

      General and administrative expenses increased $2,627 (37.7%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September  30, 1999.  This  increase was  primarily due to (i) a change in
      allocation  among the  Program and other  affiliated  programs of indirect
      general and administrative  expenses reimbursed to the General Partner and
      (ii)  accounting  review  fees  incurred  during  the three  months  ended
      September 30, 2000 as a result of new ongoing  requirements imposed by the
      Securities and Exchange Commission.  As a percentage of oil and gas sales,
      these expenses remained  relatively constant at 22.8% for the three months
      ended  September  30, 2000 and 23.2% for the three months ended  September
      30, 1999.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   2000              1999
                                                 --------           -------
      Oil and gas sales                          $116,874           $78,764
      Oil and gas production expenses            $ 16,100           $21,620
      Barrels produced                                106               229
      Mcf produced                                 36,765            39,186
      Average price/Bbl                          $  24.87           $ 14.13
      Average price/Mcf                          $   3.11           $  1.93

      As shown in the table  above,  total oil and gas sales  increased  $38,110
      (48.4%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $43,000 was related to an increase in the average price of gas sold, which
      increase  was  partially  offset by a  decrease  of  approximately  $5,000
      related to a decrease in volumes of gas sold.  Volumes of oil and gas sold
      decreased  123  barrels and 2,421 Mcf,  respectively,  for the nine months
      ended  September  30, 2000 as compared to the nine months ended  September
      30,  1999.  Average oil and gas prices  increased to $24.87 per barrel and
      $3.11 per Mcf, respectively,  for the nine months ended September 30, 2000
      from  $14.13  per  barrel  and $1.93 per Mcf,  respectively,  for the nine
      months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $5,520  (25.5%) for the nine  months  ended
      September 30, 2000 as compared to the



                                      -11-
<PAGE>



      nine months ended September 30, 1999. This decrease was primarily due to a
      negative  prior  period lease  operating  expense  adjustment  made by the
      operator on one well during the nine months ended September 30, 2000. As a
      percentage of oil and gas sales, these expenses decreased to 13.8% for the
      nine months ended  September 30, 2000 from 27.4% for the nine months ended
      September  30, 1999.  This  percentage  decrease was  primarily due to the
      dollar  decrease in oil and gas  production  expenses and the increases in
      the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $294 (3.9%) for the nine  months  ended  September  30, 2000 as
      compared to the nine months ended  September  30, 1999. As a percentage of
      oil and gas sales,  this  expense  decreased  to 6.2% for the nine  months
      ended September 30, 2000 from 9.6% for the nine months ended September 30,
      1999. This  percentage  decrease was primarily due to the increases in the
      average prices of oil and gas sold.

      General and administrative  expenses increased $8,792 (36.4%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September  30,  1999.  This  increase  was  primarily  due to a change  in
      allocation among the Program and other  affiliated  programs of audit fees
      and indirect general and administrative expenses reimbursed to the General
      Partner. As a percentage of oil and gas sales, these expenses decreased to
      28.2% for the nine months ended September 30, 2000 from 30.6% for the nine
      months ended September 30, 1999.





                                      -12-
<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.


      The Program does not hold any market risk sensitive instruments.




                                      -13-
<PAGE>



                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      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 September 30, 2000 and
               for the nine months ended September 30, 2000, filed herewith.

               All other exhibits are omitted as inapplicable.

(b)   Reports on Form 8-K.

      None.





                                      -14-
<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  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.


                              DYCO OIL AND GAS PROGRAM 1978-1 LIMITED
                              PARTNERSHIP

                                    (Registrant)

                                    BY:   DYCO PETROLEUM CORPORATION

                                          General Partner


Date:  November 8, 2000             By:         /s/Dennis R. Neill
                                       -------------------------------
                                              (Signature)
                                              Dennis R. Neill
                                              President


Date:  November 8, 2000              By:          /s/Patrick M. Hall
                                       -------------------------------
                                              (Signature)
                                              Patrick M. Hall
                                              Chief Financial Officer



                                      -15-
<PAGE>



INDEX TO EXHIBITS


NUMBER      DESCRIPTION
------      -----------

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 September 30, 2000 and for
            the nine months ended September 30, 2000, filed herewith.

            All other exhibits are omitted as inapplicable.




                                      -16-


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