SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-9589
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APACHE PETROLEUM LIMITED PARTNERSHIP 1980-I
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-6254238
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Suite 100, One Post Oak Central
2000 Post Oak Boulevard, Houston, TX 77056-4400
- ---------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (713) 296-6000
----------------------
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
---- ----
THIS AMENDMENT NO. 1 ON FORM 10-Q/A TO THE REGISTRANT'S FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1996 IS BEING FILED TO RESOLVE A TECHNICAL
EDGAR PROBLEM. THE REGISTRANT'S ORIGINAL FORM 10-Q, TIMELY FILED ON MAY 14,
1996 VIA EDGAR, WAS COMPLETE AND THE CONTENT OF SUCH FILING IS NOT CHANGED
IN SUBSTANCE HEREBY; HOWEVER, THE FACING PAGE WAS MISCODED IN THE ORIGINAL
FILING AND HAS BEEN CORRECTLY CODED IN THIS AMENDMENT.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APACHE PETROLEUM LIMITED PARTNERSHIP 1980-I
BALANCE SHEET
<TABLE>
March 31, December 31,
1996 1995
------------ ------------
ASSETS (Unaudited)
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 72,818 $ 66,040
Oil and gas receivables 152,143 102,652
Receivable from Apache Corporation 118,835 102,396
------------ ------------
343,796 271,088
------------ ------------
OIL AND GAS PROPERTIES, on the basis
of full cost accounting:
Proved properties 24,115,412 24,098,861
Less - accumulated depreciation,
depletion and amortization (21,189,157) (21,140,558)
------------ ------------
2,926,255 2,958,303
------------ ------------
$ 3,270,051 $ 3,229,391
============ ============
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accrued expenses payable $ 43,950 $ 64,157
------------ ------------
DEFERRED CREDITS 1,026,097 1,026,097
------------ ------------
PARTNERS' CAPITAL:
General partner 1,488,491 1,469,091
Limited partners (343 equivalent units
outstanding) 711,513 670,046
------------ ------------
2,200,004 2,139,137
------------ ------------
$ 3,270,051 $ 3,229,391
============ ============
</TABLE>
The accompanying notes to financial statements are
an integral part of this statement.
<PAGE> 1
APACHE PETROLEUM LIMITED PARTNERSHIP 1980-I
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
For the Three Months
Ended March 31,
-------------------------
1996 1995
----------- -----------
REVENUES:
<S> <C> <C>
Oil and gas sales $ 277,559 $ 230,966
Other income 6,778 --
------------ ------------
284,337 230,966
------------ ------------
EXPENSES:
Depreciation, depletion
and amortization -
Recurring 48,599 66,316
Additional -- 637,106
Lease operating 37,635 107,813
Production taxes 16,293 13,936
Administrative 44,800 45,290
------------ ------------
147,327 870,461
------------ ------------
NET INCOME (LOSS) $ 137,010 $ (639,495)
============ ============
Allocated to:
General partner $ 95,543 $ (463,619)
Limited partners 41,467 (175,876)
------------ ------------
$ 137,010 $ (639,495)
============ ============
NET INCOME (LOSS) PER WEIGHTED AVERAGE
EQUIVALENT LIMITED PARTNER UNIT $ 121 $ (513)
============ ============
WEIGHTED AVERAGE EQUIVALENT LIMITED
PARTNER UNITS OUTSTANDING 343 343
============ ============
</TABLE>
The accompanying notes to financial statements are
an integral part of this statement.
<PAGE> 2
APACHE PETROLEUM LIMITED PARTNERSHIP 1980-I
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
For the Three Months
Ended March 31,
---------------------------
1996 1995
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ 137,010 $ (639,495)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation, depletion and amortization 48,599 703,422
Changes in operating assets and liabilities:
(Increase) decrease in oil and gas receivables (49,491) 31,929
(Increase) decrease in receivable from Apache (16,439) 72,087
Increase (decrease) in accrued expenses (20,207) 3,885
------------ ------------
Net cash provided by operating activities 99,472 171,828
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties (16,551) (67,917)
------------ ------------
Net cash used by investing activities (16,551) (67,917)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid to -
General partner, net (76,143) (24,948)
Limited partners -- (17,197)
------------ ------------
Net cash used by financing activities (76,143) (42,145)
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 6,778 61,766
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 66,040 86,274
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 72,818 $ 148,040
============ ============
</TABLE>
The accompanying notes to financial statements are
an integral part of this statement.
<PAGE> 3
APACHE PETROLEUM LIMITED PARTNERSHIP 1980-I
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<TABLE>
General Limited
Partner Partners Total
---------- ---------- ----------
<S> <C> <C> <C>
BALANCE, DECEMBER 31, 1994 $ 2,311,416 $ 898,035 $ 3,209,451
Net loss (463,619) (175,876) (639,495)
Distributions, net (24,948) (17,197) (42,145)
---------- ---------- ----------
BALANCE, MARCH 31, 1995 $ 1,822,849 $ 704,962 $ 2,527,811
========== ========== ==========
BALANCE, DECEMBER 31, 1995 $ 1,469,091 $ 670,046 $ 2,139,137
Net income 95,543 41,467 137,010
Distributions, net (76,143) -- (76,143)
---------- ---------- ----------
BALANCE, MARCH 31, 1996 $ 1,488,491 $ 711,513 $ 2,200,004
========== ========== ==========
</TABLE>
The accompanying notes to financial statements are
an integral part of this statement.
<PAGE> 4
APACHE PETROLEUM LIMITED PARTNERSHIP 1980-I
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The financial statements included herein have been prepared by Apache
Petroleum Limited Partnership 1980-I (the Partnership), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC), and reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the interim
periods, on a basis consistent with the annual audited statements. All
such adjustments are of a normal, recurring nature. Certain information,
accounting policies, and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and
regulations, although the Partnership believes that the disclosures are
adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the financial statements and
the summary of significant accounting policies and notes thereto included
in the Partnership's latest annual report on Form 10-K.
RESERVE VALUE CEILING TEST
Oil and gas producers that conduct their financial reporting under the
full cost accounting rules are subject to SEC rules that require quarterly
"ceiling test" calculations. This test requires a write-down when the
capitalized cost of oil and gas properties exceeds the present value of
proved reserves, plus the lower of cost or market value for unproved
properties. The test is applied at the end of each fiscal quarter and
requires a write-down if the "ceiling" is exceeded, even if prices decline
only for a short period of time. During the first quarter of 1995, the
Partnership incurred a write-down of $637,100. No write-down was required
for the first quarter of 1996.
RECEIVABLE FROM APACHE
Receivable from Apache represents the net result of the limited
partners' revenue, expenditure and capital transactions in the current
month. Cash in this amount will generally be transferred in the following
month after the Partnership's transactions are processed and the net
results from operations are determined. The balances in the account are
non-interest bearing and unsecured.
DEFERRED CREDITS
Based on reserve estimates, the Partnership has identified certain
properties on which remaining gas reserves may not be sufficient to
permit existing gas imbalances to be made up with production from such
properties. At the end of the first quarter of 1996, the Partnership's
estimated liability for gas imbalances in excess of remaining reserves
did not require adjustment. The deferred liability will be reduced when
the settlement of imbalances requires cash payments to underdelivered
owners in these properties or volumes are otherwise recouped by
underproduced owners from other partnership wells.
<PAGE> 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
DISSOLUTION CONSIDERATIONS
Apache Corporation (Apache), as General Partner, is considering the
dissolution of the Partnership. This consideration is in view of
diminishing oil and gas production and the related reduction in net cash
provided by operating activities and disproportionately high
administrative costs necessary to maintain the Partnership. Apache is
monitoring the Partnership's average realized prices and reviewing the
potential for reserve additions through recompletions and workover
operations to determine when liquidation of the program is appropriate.
RESULTS OF OPERATIONS
For the first quarter of 1996, the Partnership reported net income of
$137,000 on revenues of $284,300 compared to a net loss of $639,500 on
revenues of $231,000 a year ago. The net loss in the first quarter of
1995 was due primarily to a write down of oil and gas property of
$637,100. No write-down was required in the first quarter of 1996.
Volume and price information concerning the Partnership's 1996 and
1995 first quarter oil and gas production is summarized in the following
table:
<TABLE>
For the Quarter
Ended March 31,
-------------------- Increase
1996 1995 (Decrease)
------- ------- --------
<S> <C> <C> <C>
Gas Volume - Mcf per day 1,037 964 8%
Average Gas Price - per Mcf $ 2.52 $ 1.45 74%
Oil Volume - Barrels per day 16 65 (75%)
Average Oil Price - per barrel $ 18.63 $ 16.03 16%
</TABLE>
The Partnership's financial performance for the first quarter of 1996
was impacted by increased product prices, slightly higher natural gas
production, and significantly lower oil production compared to the same
period last year. Oil and gas sales revenue for the first quarter of
1996 increased 20 percent to $277,600 compared to $231,000 last year.
Gas sales rose 89 percent in the first quarter 1996 to $238,200 compared
to $125,700 for the first quarter of 1995. Offsetting this increase was a
decline in oil sales of $65,400, or 70 percent, from the same period last
year. Natural gas liquids sales remained relatively constant at
approximately $11,500 in each quarter.
A $1.07 per thousand cubic feet (Mcf), or 74-percent, increase in the
Partnership's average realized gas price from a year ago favorably
impacted revenues by $101,500, while a 16-percent increase in realized
crude oil prices impacted sales by $3,900. While oil and gas prices are
currently higher than amounts realized a year ago, the Partnership is not
in a position to predict future prices.
Also contributing $11,000 to the increase in sales in the first
quarter of 1996 was an increase in natural gas production from 964 Mcf
per day (Mcfd) for the first quarter of 1995 to 1,037 Mcfd for the same
period in 1996.
<PAGE> 6
First quarter 1996 oil production declined 75 percent from a year ago,
to 16 barrels of oil per day (Bopd) compared to 65 Bopd in the same
period of 1995. This decrease reduced oil and gas sales revenue by
$69,200. This decline in production is due primarily to the sale of
certain of the Partnership's properties during the second half of 1995.
Recurring depreciation, depletion and amortization expense for the
first quarter of 1996 decreased $17,700, or 27 percent, from 1995 first
quarter levels. Although the Partnership's recurring amortization rate
increased slightly, the property base to which the rate is applied was
significantly lower in 1996, due to the property sales and writedowns
which occurred in 1995.
Lease operating costs totaled $37,600 in the first quarter of 1996 as
compared to $107,800 for the same period in 1995. Using one barrel of
oil as the equivalent of six Mcf of natural gas, operating costs declined
59 percent from $5.32 per barrel of oil equivalent (Boe) in the first
quarter of 1995 to $2.19 per Boe for the same period in 1996. Operating
costs were higher in 1995 due to increased workover costs and higher
operating costs on primarily oil producing properties which were sold in
the third quarter of 1995.
Administrative expenses in the first quarter 1996 remained relatively
constant compared to a year ago.
CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES
The Partnership's liquidity is solely dependent upon its net cash
flows from operating activities. During the past three years, the
Partnership has not had any debt service obligations or any other
significant demands on its net cash flows except for recompletion and
workovers conducted to enhance production or correct mechanical problems.
Accordingly, the Partnership's net cash flows have been used primarily
to make cash distributions to the partners and fund limited developmental
drilling activity. Net cash provided by operating activities, before
changes in working capital accounts, during the first quarter of 1996
increased to $185,600 compared to $63,900 for the same period last year
primarily due to the impact of higher product prices as discussed above.
There were no distributions to the limited partners in the first
quarter of 1996 and future distributions will be dependent on actual and
expected production levels, realized and expected product prices and
financial obligations. Although the managing partner received
distributions in the first quarter totaling $76,100, Apache may be
required to contribute funds as necessary to meet future tangible
drilling and completion costs, production costs, gas imbalance
obligations and payments attributable to other short-term and long-term
commitments.
The Partnership's capital expenditures for the first quarter of 1996
were $16,600. Capital expenditures for recompletions and any other future
developmental drilling activity will be funded by a portion of the cash
generated by operations of producing properties, or through farmout
arrangements at no cost to the Partnership. The Partnership's capital
expenditures for the remainder of 1996 are not expected to be
significantly different than those incurred in 1995.
<PAGE> 7
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 ("PSLRA")
The foregoing discussions contain certain "forward-looking statements"
as defined by the PSLRA including, without limitation, discussions as to
expectations, beliefs, plans, objectives and future financial performance,
and assumptions underlying or concerning matters discussed reflecting
management's current expectations of the manner in which the various
factors discussed therein may affect the Partnership's business in the
future. Any matters that are not historical facts are forward-looking and,
accordingly, involve estimates, assumptions and uncertainties which could
cause actual results or outcomes to differ materially from those expressed
in the forward-looking statements. There is no assurance that the
Partnership's expectations will be realized or that unexpected events will
not have an adverse impact on the Partnership's business.
<PAGE> 8
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth in Note 4 to the Consolidated Financial
Statements contained in the registrant's 1995 annual report on Form 10-K,
for the year ended December 31, 1995, filed March 28, 1996, is incorporated
herein by reference.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits.
27.1 Financial Data Table.
b. Reports filed on Form 8-K - None.
<PAGE> 9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereto duly authorized.
APACHE PETROLEUM LIMITED PARTNERSHIP 1980-I
By: Apache Corporation, General Partner
Dated: May 28, 1996 /s/ Mark A. Jackson
---------------------------------
Mark A. Jackson
Vice President and Chief Financial Officer
Dated: May 28, 1996 /s/ Thomas L. Mitchell
---------------------------------
Thomas L. Mitchell
Controller and Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<CIK> 0000318681
<NAME> APACHE PETROLEUM LIMITED PARTNERSHIP 1980-I
<MULTIPLIER> 1,000
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-01-1996
<EXCHANGE-RATE> 1,000
<CASH> 72,818
<SECURITIES> 0
<RECEIVABLES> 270,978
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 343,796
<PP&E> 24,115,412
<DEPRECIATION> (21,189,157)
<TOTAL-ASSETS> 3,270,051
<CURRENT-LIABILITIES> 43,950
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,200,004
<TOTAL-LIABILITY-AND-EQUITY> 3,270,051
<SALES> 277,559
<TOTAL-REVENUES> 284,337
<CGS> 102,527
<TOTAL-COSTS> 102,527
<OTHER-EXPENSES> 44,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 137,010
<INCOME-TAX> 0
<INCOME-CONTINUING> 137,010
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 137,010
<EPS-PRIMARY> 121
<EPS-DILUTED> 121
</TABLE>
