<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 2-84452-01
STERLING DRILLING FUND 1983-2, L.P.
(Exact name of Registrant as specified in its charter)
NEW YORK 13-3167551
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE LANDMARK SQUARE
STAMFORD, CONNECTICUT 06901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 358-5700
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
(Title of Class)
Indicate by check mark whether 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
--- ---
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. [ ]
The Registrant has no voting stock. There is no market for the Units
and therefore no market value of the Units is reported.
The number of Units of the Registrant outstanding as of March 16,
1998, was: 15,697.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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<PAGE> 2
STERLING DRILLING FUND 1983-2, L.P.
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1997
PART I
ITEM 1. BUSINESS
Sterling Drilling Fund 1983-2, L.P., formerly Sterling-Fuel Resources
Drilling Fund 1983-2 (the "Registrant" or the "Partnership") is a limited
partnership formed under the laws of the State of New York on May 26, 1983.
The sole business of the Partnership was the drilling of formation extension
wells principally for natural gas in various locations in the State of West
Virginia. No exploratory drilling was undertaken.
The principal place of business of the Partnership is at One Landmark
Square, Stamford, Connecticut 06901, telephone (203) 358-5700. The Managing
General Partner of the Partnership is PrimeEnergy Management Corporation, a New
York corporation, which is a wholly-owned subsidiary of PrimeEnergy
Corporation, a publicly held Delaware corporation. Messrs. Charles E. Drimal,
Jr., Oliver J. Sterling and Samuel R. Campbell also are General Partners. Mr.
Drimal is a Director, President and Chief Executive Officer of PrimeEnergy
Management Corporation and PrimeEnergy Corporation, and Mr. Campbell is a
Director of PrimeEnergy Corporation.
The aggregate contributions to the Partnership were $15,697,000, all
of which, net of the organization expenses of the Partnership, was expended in
the drilling of such formation extension wells. Such properties are located in
Clay, Roane, Calhoun, Wirt, Kanawha, Lincoln and Putnam Counties, West
Virginia. The Partnership does not operate any of the properties in which it
has an interest, but generally such properties are operated and serviced by
Prime Operating Company, a Texas corporation, and Eastern Oil Well Service
Company, a West Virginia corporation, both wholly- owned subsidiaries of
PrimeEnergy Corporation.
During 1997, the Partnership did not engage in any other development
drilling activities or the acquisition of any significant additional
properties, but engaged in the production of oil and gas from its producing
properties in the usual and customary course. Since January 1, 1998, and to
the date of this Report, the Partnership has not engaged in any drilling
activities nor participated in the acquisition of any material producing oil
and gas properties.
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COMPETITION AND MARKETS
Competitors of the Partnership in the marketing of its oil and gas
production include oil and gas companies, independent concerns, and individual
producers and operators, many of which have financial resources, staffs and
facilities substantially greater than those available to the Partnership.
Furthermore, domestic producers of oil and gas must not only compete with each
other in marketing their output, but must also compete with producers of
imported oil and gas and alternative energy sources such as coal, nuclear power
and hydro-electric power.
The availability of a ready market for any oil and gas produced by the
Partnership at acceptable prices per unit of production will depend upon
numerous factors beyond the control of the Partnership, including the extent of
domestic production and importation of oil and gas, the proximity of the
Partnership's producing properties to gas pipelines and the availability and
capacity of such pipelines, the marketing of other competitive fuels,
fluctuation in demand, governmental regulation of production, refining,
transportation and sales, general national and worldwide economic conditions,
and pricing, use and allocation of oil and gas and their substitute fuels.
The Partnership does not currently own or lease any bulk storage
facilities or pipelines, other than adjacent to and used in connection with
producing wells. The Partnership deals with a number of major and independent
companies for the purchase of its oil and gas production, in the areas of
production. In 1997, approximately $298,900, or 81.65%, and $62,300, or 17.02%,
of the Partnership's gas production was sold to Phoenix Diversified and Cabot
Oil & Marketing Corporation, respectively, and about $41,250, or 100%, of the
Partnership's oil production was sold to American Rivers Terminal. None of the
purchasers has any relationship or is otherwise affiliated with the
Partnership. The Partnership believes that its current purchasers will continue
to purchase oil and gas products and, if not, could be replaced by other
purchasers. Beginning in January, 1998, American Rivers Terminal sold its
business to Ohio River Gathering. Ohio River Gathering has assured the
operating company that it will continue to purchase the Partnership's oil
production.
ENVIRONMENTAL MATTERS
The petroleum industry is subject to numerous federal and state
environmental statutes, regulations and other pollution controls. In general,
the Partnership is, and will be subject to, present and future environmental
statutes and regulations, and in the future the cost of its activities may
materially increase as a result thereof. The Partnership's expenses relating
to preserving the environment during 1997 as they relate to its oil and gas
operations were not significant in relation to operating costs and the
Partnership expects no material change in the near future. The Partnership
believes that environmental regulations should not, in the future, result in a
curtailment of production or otherwise have a materially adverse effect on the
Partnership's operations or financial condition.
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<PAGE> 4
REGULATION
The Partnership's oil and gas operations are subject to a wide variety
of federal, state and local regulations. Administrative agencies in such
jurisdictions may promulgate and enforce rules and regulations relating to,
among other things, drilling and spacing of oil and gas wells, production
rates, prevention of waste, conservation of natural gas and oil, pollution
control, and various other matters, all of which may affect the Partnership's
future operations and production of oil and gas. The Partnership's natural gas
production and prices received for natural gas are regulated by the Federal
Energy Regulatory Commission ("FERC") and the Natural Gas Policy Act of 1978
and various state regulations. The Partnership was subject to the Crude Oil
Windfall Profit Tax Act of 1980, which imposed an excise tax on producers of
crude oil at various rates for prices received in excess of certain historical
base prices. That Act was repealed in August, 1988. The Partnership is also
subject to state drilling and proration regulations affecting its drilling
operations and production rates.
The FERC continues to regulate interstate natural gas pipeline
transportation rates and service conditions pursuant to the NGA and NGPA.
Federal regulation of interstate transporters affects the marketing of natural
gas produced by the Partnership as well as the revenues received by the
Partnership for sales of such natural gas. Since the latter part of 1985,
through its Order Nos. 436, 500 and 636 rulemakings, the FERC has endeavored to
make natural gas transportation accessible to gas buyers and sellers on an open
and non-discriminatory basis. The FERC's efforts have significantly altered the
marketing and pricing of natural gas. No prediction can be made as to what
additional legislation may be proposed, if any, affecting the competitive
status of a gas producer, restricting the prices at which a producer may sell
its gas, or the market demand for gas, nor can it be predicted which proposals,
including those presently under consideration, if enacted, might be effective.
A number of legislative proposals have been introduced in Congress and
the state legislatures of various states, that, if enacted, would significantly
affect the petroleum industry. Such proposals involve, among other things, the
imposition of land and use controls and certain measures designed to prevent
petroleum companies from acquiring assets in other energy areas. In addition,
there is always the possibility that if market conditions change dramatically
in favor of oil and gas producers that some new form of "windfall profit" or
severance tax may be proposed for and imposed upon either oil or gas. At the
present time it is impossible to predict which proposals, if any, will actually
be enacted by Congress or the various state legislatures. The Partnership
believes that it will comply with all orders and regulations applicable to its
operations. However, in view of the many uncertainties with respect to the
current controls, including their duration and possible modification together
with any new proposals that may be enacted, the Partnership cannot predict the
overall effect, if any, of such controls on its operations.
TAXATION
The Partnership received an opinion of its counsel that the
Partnership would be classified as a partnership and the holders of Partnership
Units would be treated as limited partners for federal income tax purposes.
The Partnership itself, to the extent that it is treated for federal income tax
purposes as a partnership, is not subject to any federal income taxation,
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<PAGE> 5
but it is required to file annual partnership returns. Each holder of
Partnership Units will be allocated his distributive shares of the
Partnership's income, gain, profit, loss, deductions, credits, tax preference
items and distributions for any taxable year of the Partnership ending within
or with his taxable year without regard as to whether such holder has received
or will receive any cash distributions from the Partnership.
ITEM 2. PROPERTIES
The Partnership has no interest in any properties other than its oil
and gas properties. The information set forth below summarizes the
Partnership's oil and gas wells, production and reserves, for the periods
indicated.
PRODUCING WELLS AND OPERATING INFORMATION
The Partnership, following its formation, and in December, 1983,
contracted for the drilling of 52 development wells, which resulted in 51
producing wells and one dry hole.
As of December 31, 1997, the Partnership had ownership interests in
the following gross and net producing oil and gas wells and gross and net
producing acres.(1) The Partnership has no material undeveloped leasehold,
mineral or royalty acreage.
Producing wells:
<TABLE>
<CAPTION>
Gross Net
----- ---
<S> <C> <C>
Oil Wells . . . . . . . . . . . . . 1 1
Gas Wells . . . . . . . . . . . . . 60 48.3
Producing acres . . . . . . . . 6,086 4,898
</TABLE>
- -------------------------
(1) A gross well is a well in which an interest is owned; a net
well is the sum of the interests owned in gross wells. Wells
are classified by their primary product. Some wells produce
both oil and gas.
The following table sets forth the Partnership's oil and gas
production, average sales prices and average production costs as of and for the
periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Production:
Oil and Condensate (bbl) . . . . 2,158 1,598 2,766 1,865 2,766
Gas (Mcf) . . . . . . . . . . . 121,542 129,675 134,028 104,110 144,397
Average Price of Sales:
Oil and Condensate ($ per bbl) . $ 18.50 19.45 15.83 14.57 14.37
Gas ($ per Mcf) . . . . . . . . $ 3.11 2.43 2.10 3.30 2.59
Production Expense per Dollar
of Operating Revenue . . . . . . $ 0.46 0.44 0.46 0.55 0.46
</TABLE>
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<PAGE> 6
OIL AND GAS RESERVES
The Partnership's interests in proved developed oil and gas properties
have been evaluated by Ryder Scott Company for the periods indicated below.
All of the Partnership's reserves are located in the continental United States.
The following table summarizes the Partnership's oil and gas reserves at the
dates shown (figures rounded):
<TABLE>
<CAPTION>
Proved Developed
As of ----------------
12-31 Oil (bbls) Gas (Mcf)
----- ---------- ---------
<S> <C> <C>
1993 24,000 2,662,000
1994 12,000 1,809,000
1995 17,400 2,554,600
1996 19,500 2,535,000
1997 21,000 2,384,000
</TABLE>
The estimated future net revenue (using current prices and costs as of
the dates indicated, exclusive of income taxes (at a 10% discount for estimated
timing of cash flow) for the Partnership's proved developed oil and gas
reserves for the periods indicated are summarized as follows (figures rounded):
<TABLE>
<CAPTION>
Proved Developed
----------------
As of Future Net Present Value of
12-31 Revenue Future Net Revenue
----- ---------- ------------------
<S> <C> <C>
1993 $ 4,199,000 $ 1,863,000
1994 1,413,000 678,000
1995 2,410,900 947,600
1996 3,967,000 1,578,300
1997 3,351,400 1,288,800
</TABLE>
Since January 1, 1997, the Partnership has not filed any estimates of
its oil and gas reserves with, nor were any such estimates included in any
reports, to any federal authority or agency, other than the Securities and
Exchange Commission.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not a party to, nor is any of its property the
subject of, any legal proceedings actual or threatened, which would have a
material adverse effect on the business and affairs of the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted during 1997 for vote by the holders of
Partnership Units.
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<PAGE> 7
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
There is no market for the Limited Partnership Units (the "Units) of
the Partnership. As of March 16, 1998, there were 1,151 holders of record of
the Units.
The Units are not regarded as stock and payments or distributions to
holders of Units are not made in the form of dividends. Cash distributions to
the holders of Units for 1997 aggregated $39,243. Aggregate cash distributions
to the holders of the Units as of December 31, 1997, is $1,710,973.
The Managing General Partner may purchase Units directly from the unit
holders if presented to the Managing General Partner, subject to conditions,
including limitations on numbers of Units, and at a price to be fixed by the
Managing General Partner in accordance with certain procedures, all as provided
for in the Limited Partnership Agreement of the Partnership.
ITEM 6. SELECTED FINANCIAL DATA
The information required hereunder is set forth under "Selected
Financial Data" in the Financial Information section included in this Report.
The index to the Financial Information section is at page F-1.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required hereunder is set forth under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
the Financial Information section included in this Report. The index to the
Financial Information section is at page F-1.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required hereunder is set forth under "Report of
Independent Public Accountants," "Balance Sheets," "Statements of Operations,"
"Statements of Changes in Partners' Equity," "Statements of Cash Flows" and
"Notes to Financial Statements" in the Financial Information section included
in this Report. The index to the Financial Information section is at page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There was no disagreement between the Partnership and its certified
public accountants on any matter of accounting principles or practices or
financial statement disclosure.
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<PAGE> 8
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Managing General Partner of the Partnership is PrimeEnergy
Management Corporation, a New York corporation ("Management"). The principal
business of Management is the management of the Partnership and other publicly
and privately held exploration and development limited partnerships and joint
ventures and publicly held asset and income fund limited partnerships. As of
March 16, 1998, Management acts as the Managing General Partner in a total of
51 limited partnerships and joint ventures, of which 5 are publicly held, and
is the Managing Trustee of 2 Delaware Business Trusts. The primary activity of
such Partnerships, joint ventures and trusts is the production of oil and gas
and Management, as the Managing General Partner of the Partnership, will devote
such of its time as it believes necessary in the conduct and management of the
business and affairs of the Partnership. Management, and other of the General
Partners of the Partnership, are engaged in and intend to continue to engage in
the oil and gas business for their own accounts and for the accounts of others.
Management, which provides all of the executive, management and
administrative functions of the Partnership, is a wholly-owned subsidiary of
PrimeEnergy Corporation ("PrimeEnergy"), a publicly held Delaware corporation.
The principal offices of PrimeEnergy and Management are in Stamford,
Connecticut. The operating subsidiaries of PrimeEnergy, Prime Operating
Company and Eastern Oil Well Service Company, maintain their principal offices
in Houston, Texas, with district offices in Midland, Texas, Oklahoma City,
Oklahoma, and Charleston, West Virginia. PrimeEnergy and its subsidiaries have
about 164 employees, including their principal officers, providing management
and administrative services, accounting, engineers, geologists, production
engineers, land department personnel and field employees.
Set forth below is information concerning the directors and executive
officers of Management and PrimeEnergy who are involved with the conduct of the
business and operations of the Partnership.
Charles E. Drimal, Jr., age 49, is a Director and President of
Management and has held those positions since May, 1983. He is also a Director
and President of Prime Energy and the operating subsidiaries. He graduated
from the University of Maryland in 1970 and from Stamford University School of
Law in 1973 and is a member of the New York State Bar.
Beverly A. Cummings, age 44, has been a Director and Vice President,
Finance, of Management since August, 1985. She is also a Director and Vice
President, Finance, and Treasurer of PrimeEnergy and the operating
subsidiaries. Ms. Cummings is a Certified Public Accountant and holds a
Bachelor of Science degree from the State University of New York and a Master
in Business Administration from Rutgers University.
Bennie H. Wallace, Jr., age 45, is a Director and Vice President of
Management and has held such positions since May, 1989. He is also
Acquisitions Manager for Management, a Vice President of PrimeEnergy, a
Director of PrimeEnergy since June, 1993, and is a Vice President and Director
of the operating subsidiaries. He graduated from Louisiana State University in
1975 with a Bachelor of Science degree in petroleum engineering and is a
registered professional
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<PAGE> 9
engineer in the States of Texas and Louisiana and was an independent petroleum
engineer engaged in the evaluation and operation of oil and gas properties from
1983 to 1987.
Lyne G. Pizor, age 38, has been Controller of Prime Operating Company
since January, 1992, and Eastern Oil Well Service Company since September,
1990. She also held that position with Management from January, 1986, through
August, 1994, and PrimeEnergy from May, 1990, through August, 1994. She joined
Management in October, 1984, as Manager of Partnership Accounting. She is a
graduate of Wagner College with a Bachelor of Science degree in Economics and
Business Administration and is a Certified Public Accountant.
James F. Gilbert, age 65, has been Secretary of Management since June,
1990, and has been Secretary of PrimeEnergy since March, 1973, and was a
Director of PrimeEnergy from that date to October, 1987. He also serves as
Secretary of the operating subsidiaries. He is an attorney in Dallas, Texas.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no officers, directors or employees. The officers
and employees of the Managing General Partner and PrimeEnergy perform all
management and operational functions of the Partnership. The Partnership does
not pay any direct salaries or other remuneration to the officers, directors or
employees of the Managing General Partner or PrimeEnergy. The Managing General
Partner is reimbursed for the general and administrative expenses of the
Partnership which are allocated to the Partnership for expenses incurred on
behalf of the Partnership, together with administrative work by third parties
limited annually to 5% of the aggregate capital contribution of the holders of
the Partnership Units. During 1997, the allocation of general and
administrative expenses to the Partnership was $100,000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows as of March 16, 1998, the name and address
and the number and percent of Units beneficially and directly owned by each
person, entity or group, known to the Partnership to own more than 5% of the
Units.
<TABLE>
<CAPTION>
NUMBER
NAME AND ADDRESS OF BENEFICIAL OWNER OF UNITS PERCENT
------------------------------------ -------- -------
<S> <C> <C>
PrimeEnergy Management Corporation
One Landmark Square
Stamford, CT 06901 . . . . . . . . . . . . . 1,171 7.46
PrimeEnergy Corporation
One Landmark Square
Stamford, CT 06901 . . . . . . . . . . . . . 814 5.19
</TABLE>
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<PAGE> 10
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prime Operating Company acts as the operator for most of the producing
oil and gas wells of the Partnership pursuant to operating agreements with the
Partnership and other working interest owners, including other partnerships
managed by the Managing General Partner, and in 1997 was paid well operating
fees ranging from about $402 to $557 per month per well. Well operating
supplies and equipment and related servicing operations are generally provided
by Eastern Oil Well Service Company. The Partnership pays its proportionate
part of such operating fees and expenses. Such fees and expenses vary
depending on such matters as the location of the well, the complexity of the
producing equipment, whether wells produce oil or gas or both and similar
factors. The Partnership believes that such services are as favorable to the
Partnership as they would be if the Partnership entered into such transactions
with unaffiliated third parties. In 1997 and 1996, the Partnership paid an
aggregate of $125,630 and $106,047, respectively, in such fees and expenses.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) The following documents are filed as a part of this Report:
1. Financial Statements (Index to the Financial
Information at page F-1)
2. Exhibits:
(3) Form of Agreement of Limited Partnership of
Sterling-Fuel Resources Drilling Fund 1983-2,
now Sterling Drilling Fund 1983-2, L.P.
(Incorporated by reference to Exhibit (3) of
Sterling Drilling Fund 1983-2, L.P. Form 10-K
for the year ended December 31, 1994.)
(24) Consent of Ryder Scott Company (filed
herewith)
(27) Financial Data Schedule. (filed herewith)
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed during the last quarter
of the year covered by this Report.
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<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 23rd day of
March, 1998.
Sterling Drilling Fund 1983-2, L.P.
By: PrimeEnergy Management Corporation
Managing General Partner
By: /s/ CHARLES E. DRIMAL, JR.
----------------------------------
Charles E. Drimal, Jr.
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 indicated and on the 23rd day of March, 1998.
/s/ CHARLES E. DRIMAL, JR. Director and President,
- ---------------------------- PrimeEnergy Management Corporation;
Charles E. Drimal, Jr. The Principal Executive Officer
/s/ BEVERLY A. CUMMINGS Director and Vice President and Treasurer,
- ---------------------------- PrimeEnergy Management Corporation;
Beverly A. Cummings The Principal Financial and Accounting Officer
/s/ BENNIE H. WALLACE, JR. Director, PrimeEnergy Management
- ---------------------------- Corporation
Bennie H. Wallace, Jr.
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<PAGE> 12
STERLING DRILLING FUND 1983-2, L.P.
(A NEW YORK LIMITED PARTNERSHIP)
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Selected Financial Data F-2
Management's Discussion and Analysis of Financial Condition
and Results of Operations F-2
Report of Independent Public Accountants F-6
Financial Statements:
Balance Sheets, December 31, 1997 and 1996 F-7
Statements of Operations for the Years Ended December 31,
1997, 1996 and 1995 F-8
Statements of Changes in Partners' Equity for the Years
Ended December 31, 1997, 1996 and 1995 F-9
Statements of Cash Flow for the Years Ended December 31,
1997, 1996 and 1995 F-10
Notes to Financial Statements F-11
Schedules:
V - Property and Equipment - Oil and Gas Properties for
the Years Ended December 31, 1997, 1996 and 1995 F-19
VI - Accumulated Depreciation, Depletion, and Amortization -
Oil and Gas Properties for the Years Ended December 31,
1997, 1996 and 1995 F-20
</TABLE>
All other schedules have been omitted as the information required is either
included in the financial statements, related notes, or is not applicable.
F-1
<PAGE> 13
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes certain selected financial data to
highlight significant trends in the Registrant's financial condition and
results of operations for the periods indicated. The selected financial data
should be read in conjunction with the financial statements and related notes
included elsewhere in this report.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, (000'S OMITTED)
---------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues . . . . . . . . . . . $ 431 350 387 371 420
Net income (loss):
Limited Partners . . . . . . $ 33 (4) 26 (455) (16)
General Partners . . . . . . $ 22 12 29 (36) 15
Per equity unit . . . . . . $ 2.10 (0.23) 1.69 (29.02) (1.04)
Total assets . . . . . . . . . $ 1,331 1,327 1,371 1,412 1,934
Cash distributions:
Limited Partners . . . . . . $ 39 39 39 39 39
General Partners . . . . . . $ 12 12 12 12 12
Limited partners as
a % of original
contribution . . . . . . . . 0.25% 0.25% 0.25% 0.25% 0.25%
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL
CONDITION & RESULTS OF OPERATIONS
1. Liquidity: The oil and gas industry is intensely competitive in all
its phases. There is also competition between this industry and other
industries in supplying energy and fuel requirements of industrial and
residential consumers. It is not possible for the Registrant to calculate its
position in the industry as the Registrant competes with many other companies
having substantially greater financial and other resources. In accordance with
the terms of the Agreement of Limited Partnership of the Partnership, the
General Partners of the Registrant will make cash distributions of as much of
the Partnership cash credited to the capital accounts of the partners as the
General Partners have determined is not necessary or desirable for the payment
of any contingent debts, liabilities or expenses for the conduct of the
Partnership business. As of December 31, 1997, the General partners have
distributed $1,710,973, or 10.90%, of original Limited Partner capital
contributions, to the Limited Partners.
All aspects of the Partnership's operations and administration are
handled through the use of the operating and Managing General Partner's
computer systems. Both the operations company and the Managing General Partner
are taking steps to minimize any potential computer issues with regard to any
necessary changes for the year 2000. A complete systems upgrade, which
includes but is not limited to, the year 2000 issue will be implemented within
the next year by both the operating company and the Managing General Partner.
Both companies' upgrades and year 2000 changes are part of their normal course
of business and no material costs should be allocated to the Partnership for
the implementation necessary by either company.
The net proved oil and gas reserves of the Partnership are considered
to be a primary indicator of financial strength and future liquidity. The
present value of unescalated future net
F-2
<PAGE> 14
revenues (S.E.C. case) associated with such reserves, discounted at 10% as of
December 31, 1997, was approximately $1,288,800 as compared to the discounted
reserves as of December 31, 1996, which were approximately $1,578,300. Overall
reservoir engineering is a subjective process of estimating underground
accumulations of gas and oil that can not be measured in an exact manner. The
accuracy of any reserve estimate is a function of the quality of available data
and of the engineering and geological interpretation and judgment. Accordingly,
reserve estimates are generally different from the quantities of gas and oil
that are ultimately recovered and such differences may have a material impact
on the Partnership's financial results and future liquidity.
2. Capital Resources: The Partnership was formed for the sole
intention of drilling oil and gas wells. The Partnership entered into a
drilling contract with an independent contractor in December, 1993, for
$13,400,000. Pursuant to the terms of this contract fifty-two wells were
drilled resulting in fifty-one producing wells and one dry hole.
3. Results of operations:
1997 compared to 1996
Overall operating revenue increased from $348,834 in 1996 to $431,111
in 1997. The Partnership experienced a gas production decline from 129,675 mcf
in 1996 to 121,542 mcf in 1997. Oil production increased from 1,598 barrels in
1996 to 2,158 barrels in 1997. The Partnership generally renews its gas
contracts as they come due for twelve month periods. The Partnership was in a
fixed price contract for all of 1997 and has renewed its fixed price contract
through November 30, 1998. The average price per mcf increased substantially,
from $2.43 in 1996 to $3.11 in 1997. The average price per barrel declined
slightly from $19.45 in 1996 to $18.50 in 1997. All four factors, especially
the average price per mcf, contributed to increased oil and gas sales. Also
included in overall operating revenues are the sale of some equipment.
Occasionally the well operator will determine that some equipment at the well
or well site is no longer necessary for a particular well. During 1997, the
operator sold tubing, pipes and rods no longer needed by the Partnership's
wells.
Interest income fluctuates with changes in the interest rates received
as well as the amount of cash in the bank at any given time.
Production expenses increased from $151,293 in 1996 to $192,587 in
1997. Some production expenses may be variable in nature, vary with production
volumes or others are direct correlation with additional repairs and labor
performed on particular wells. The Partnership may expend funds on additional
equipment, for example lift equipment, if the operator has determined that the
equipment and related expenses will have a beneficial effect on production.
The effect looked for by the operator is to increase production, halt any
further significant declines or to maintain overall production on a particular
well. Additional repairs may include, but are not limited to, additional
maintenance, labor, location, access road work and other miscellaneous supplies
needed by the individual wells or the well sites. The Partnership also
expended the necessary funds, in both years, for general upkeep and maintenance
at all the Partnership's well and well sites.
F-3
<PAGE> 15
General and administrative costs remained relatively unchanged from $124,723 in
1996 to $123,440 in 1997. The stable amounts reflect management's efforts to
limit costs, both incurred and allocated to the Partnership. Management
continues to monitor any third party costs and use in-house resources if it
will provide efficient and timely services to the Partnership. Amounts in both
years are substantially less than the $784,850 allocable to the Partnership
under the Partnership Agreement.
The Partnership records additional depreciation, depletion and
amortization to the extent that the net capitalized costs exceeds the
undiscounted future net cash flows attributable to the Partnership. No
additional depletion was needed in 1996 or 1997. The overall Partnership
depreciation was consistent with the current basis in the partnership
properties and the rates applied.
1996 compared to 1995
Operating revenue increased from $326,196 in 1995 to $348,884 in 1996.
The Partnership experienced a minor gas production decline from 134,028 mcf in
1995 to 129,675 mcf in 1996. The production decline was offset by a higher
average price per mcf from $2.10 per mcf in 1995 to $2.43 per mcf in 1996. Oil
production declined from 2,766 barrels in 1995 to 1,598 barrels in 1996.
Although oil production declined the higher oil prices, $15.83 average price
per barrel in 1995 and $19.45 average price per barrel in 1996, received did
contribute to the overall increase in operating revenue. The Partnership
generally renews its contracts with gas purchasers as they come due for an
additional twelve month period. The Partnership was able to obtain fixed price
contracts on a majority of its gas production for 1996. The Partnership, also,
successfully renewed its contracts for 1997.
Interest income fluctuates with changes in the interest rates received
as well as the amount of cash in the bank at any given time.
Production expenses remained relatively unchanged from $152,498 in
1995 to $151,293 in 1996. Most of the production expenses incurred in 1995 and
1996 were of normal recurring nature to maintain the general upkeep of the
wells and well sites. The Partnership did expend funds on additional
capitalized well equipment. The operator will determine if additional
equipment, for example lift equipment, will have a favorable effect on
production. The beneficial effect looked for by the operator is to increase,
improve or sustain production on a particular well. General and administrative
costs increased form $110,101 in 1995 to $124,723 in 1996. Amounts in both
years are substantially less than the $784,850 allocable to the Partnership
under the Partnership Agreement. The lower amounts reflect management's efforts
to limit costs, both incurred and allocated to the Partnership. Management
continues to monitor any third party costs and use in-house resources if it
will provide efficient and timely services to the Partnership.
The Partnership records additional depreciation, depletion and
amortization to the extent that the net capitalized costs exceeds the
undiscounted future net cash flows attributable to the Partnership. No
additional depletion was needed in 1995 or 1996. The overall Partnership
depreciation was consistent with the current basis in the Partnership
properties and the rates applied.
F-4
<PAGE> 16
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Sterling Drilling Fund 1983-2, L.P.:
We have audited the accompanying balance sheets of Sterling Drilling Fund
1983-2, L.P. (a New York limited partnership) as of December 31, 1997 and 1996,
and the related statements of operations, changes in partners' equity, and cash
flows for the years ended December 31, 1997, 1996 and 1995. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Sterling Drilling Fund 1983-2,
L.P. as of December 31, 1997 and 1996, and the results of its operations and
cash flows for the years ended December 31, 1997, 1996 and 1995 in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in the index to
financial statements and schedules are presented for purposes of complying with
the Securities and Exchange Commission's rules and are not part of the basic
financial statements. These schedules have been subjected to the auditing
procedures applied in the examination of the basic financial statements and, in
our opinion, fairly state in all material respects the financial data required
to be set forth therein in relation to the basic financial statements taken as a
whole.
PUSTORINO, PUGLISI & CO., LLP
New York, New York
February 5, 1998
F-5
<PAGE> 17
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
Assets
1997 1996
------------ ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents (Note 2) $ 57,413 $ 22,018
Due from affiliate (Note 6) 48,737 22,836
------------ ------------
Total Current Assets 106,150 44,854
------------ ------------
Oil and Gas Properties - successful efforts
method (Note 3) - (Schedules V and VI):
Leasehold costs 497,639 497,639
Wells and related facilities 12,934,194 12,929,171
------------ ------------
Total 13,431,833 13,426,810
Less - Accumulated depreciation, depletion (12,206,629) (12,144,168)
------------ ------------
and amortization
1,225,204 1,282,642
------------ ------------
Total Assets $ 1,331,354 $ 1,327,496
============ ============
Liabilities and Partners' Equity
Total Current Liabilities $ -- $ --
------------ ------------
Partners' Equity:
Limited partners 1,318,829 1,325,155
General partners 12,525 2,341
------------ ------------
Total Partners' Equity 1,331,354 1,327,496
------------ ------------
Total Liabilities and Partners' Equity $ 1,331,354 $ 1,327,496
============ ============
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
F-6
<PAGE> 18
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
-------------------------------- ---------------------------------- -------------------------------
Limited General Limited General Limited General
Partners Partners Total Partners Partners Total Partners Partners Total
-------- -------- --------- -------- -------- --------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Operating revenues $ 329,800 $ 101,311 $ 431,111 $ 266,896 $ 81,988 $ 348,884 $ 249,540 $ 76,656 $ 326,196
Interest and other 2,030 189 2,219 775 72 847 457 42 499
Other revenue -- -- -- -- -- -- 46,596 14,314 60,910
--------- --------- --------- --------- --------- --------- --------- --------- ---------
(Note 10)
Total Revenues 331,830 101,500 433,330 267,671 82,060 349,731 296,593 91,012 387,605
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Costs and Expenses:
Production expenses 147,329 45,258 192,587 115,739 35,554 151,293 116,661 35,837 152,498
Depreciation, 57,152 5,309 62,461 60,081 5,581 65,662 69,224 699 69,923
depletion and
amortization
General and 94,432 29,008 123,440 95,413 29,310 124,723 84,227 25,874 110,101
--------- --------- --------- --------- --------- --------- --------- --------- ---------
administrative
expenses (Note 7)
Total Expenses 298,913 79,575 378,488 271,233 70,445 341,678 270,112 62,410 332,522
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Net Income (Loss) $ 32,917 $ 21,925 $ 54,842 $ (3,562) $ 11,615 $ 8,053 $ 26,481 $ 28,602 $ 55,083
========= ========= ========= ========= ========= ========= ========= ========= =========
Net Income (Loss) Per
Equity Unit (Note 2) $ 2.10 $ (.27) $ 1.69
========= ========= =========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
F-7
<PAGE> 19
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
Limited General
Partners Partners Total
----------- ----------- -----------
<S> <C> <C> <C>
Balance at December 31, 1994 $ 1,380,721 $ (14,573) $ 1,366,148
Partners' contributions -- 499 499
Distributions to partners (39,243) (11,967) (51,210)
Net Income (Loss) 26,481 28,602 55,083
----------- ----------- -----------
Balance at December 31, 1995 1,367,959 2,561 1,370,520
Partners' Contributions -- 114 114
Distributions to partners (39,242) (11,949) (51,191)
Net Income (Loss) (3,562) 11,615 8,053
----------- ----------- -----------
Balance at December 31, 1996 1,325,155 2,341 1,327,496
Partners' contributions -- 114 114
Distributions to partners (39,243) (11,855) (51,098)
Net Income (Loss) 32,917 21,925 54,842
----------- ----------- -----------
Balance at December 31, 1997 $ 1,318,829 $ 12,525 $ 1,331,354
=========== =========== ===========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
F-8
<PAGE> 20
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $ 54,842 $ 8,053 $ 55,083
Adjustments to reconcile net (loss) to
net cash provided by operating activities:
Depreciation, depletion and amortization 62,461 65,662 69,923
Changes in Assets and Liabilities:
(Increase) decrease due from affiliates (48,737) (22,836) (26,555)
Increase (decrease) in due to affiliates 22,836 26,555 (46,223)
-------- -------- --------
Net Cash Provided by Operating Activities 91,402 77,434 52,228
-------- -------- --------
Cash Flows From Investing Activities:
Equipment purchases (5,023) (12,749) (1,394)
-------- -------- --------
Cash Flows From Financing Activities:
Partners' contributions 114 114 499
Distributions to partners (51,098) (51,191) (51,210)
-------- -------- --------
Net Cash Used in Financing Activities (50,984) (51,077) (50,711)
-------- -------- --------
Net increase (decrease) in cash and cash 35,395 13,608 123
equivalents
Cash and cash equivalents at beginning of year 22,018 8,410 8,287
-------- -------- --------
Cash and cash equivalents at end of year $ 57,413 $ 22,018 $ 8,410
======== ======== ========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
F-9
<PAGE> 21
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
(1) Organization and Capital Contributions:
Sterling Drilling Fund 1983-2, L.P., a New York limited partnership
(the "Partnership"), was formed on May 26, 1983 for the primary purpose
of acquiring, developing and producing oil and gas in the state of West
Virginia. The general partners are: PrimeEnergy Management Corporation
(PEMC), a wholly owned subsidiary of PrimeEnergy Corporation (PEC),
Charles E. Drimal, Jr., Oliver J. Sterling and Samuel R. Campbell.
Fifteen thousand six hundred ninety-seven limited partnership units,
(15,697), were sold at $1,000 per unit aggregating total limited
partner contributions of $15,697,000. The general partners'
contributions amounted to $1,284,839. Partnership operations commenced
on December 22, 1983.
(2) Summary of Significant Accounting Policies:
Revenue Recognition:
The Partnership recognizes operating revenues, consisting of sales of
oil and gas production, in the month of sale. Uncollected revenue is
accrued based on known facts and trends of the relevant oil and gas
properties on a monthly basis.
Basis of Accounting:
The accounts of the Partnership are maintained in accordance with
accounting practices permitted for federal income tax reporting
purposes. Under this method of accounting, (a) substantially all
exploration and development costs except leasehold and equipment costs
are expensed as paid, (b) costs of abandoned leases and equipment are
expensed when abandoned, and (c) depreciation (for equipment placed in
service) is provided on an accelerated basis. In order to present the
accompanying financial statements in accordance with generally accepted
accounting principles, memorandum adjustments have been made to account
for oil and gas properties, as discussed below.
Oil and Gas Producing Activities:
The Partnership accounts for its oil and gas operations using the
successful efforts method of accounting on a property by property
basis. The Partnership only participates in developmental drilling and,
accordingly, all costs of drilling and equipping these wells, together
with leasehold acquisition costs, are capitalized. These
F-10
<PAGE> 22
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
(2) Summary of Significant Accounting Policies - (Cont'd):
capitalized costs are amortized on a property by property basis by the
unit-of-production method based upon the ratio of production to proved
oil and gas reserves. Additional depreciation, depletion and
amortization is recorded to the extent that net capitalized costs
exceed the undiscounted future net cash flows attributable to
Partnership properties. (See Note 4)
Federal Income Taxes:
As federal income taxes are the liability of the individual partners,
the accompanying financial statements do not include any provision for
federal income taxes. (See Note 8)
Limited Partners' Loss Per Equity Unit:
The limited partners' loss per equity unit is computed on the 15,697
limited partner equity units.
Cash and Cash Equivalents:
For purposes of the statements of cash flows the Partnership considers
all highly liquid debt instruments with a maturity of three months or
less to be cash equivalents.
Use of Estimates:
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.
Recently Issued Accounting Standards:
The Partnership has implemented the provisions of FAS Statement No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of." The implementation of this standard has had
no material effect on the financial statements.
F-11
<PAGE> 23
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
(3) Oil and Gas Properties:
The Partnership acquired leases or farmouts from PEMC at its cost. Cost
is defined as any amount paid for delay rentals, lease bonuses, if any,
surveys and other expenses including such portion of any of the general
partners', or their affiliates' reasonable, necessary and actual
expenses for geological, geophysical, seismic, land, engineering,
drafting, accounting, legal and other services. The Partnership
currently pays royalties of approximately 12.50% to 18.75% of the
selling price of the oil and gas extracted.
The following table sets forth certain revenue and expense data
concerning the Partnership's oil and gas activities for the years ended
December 31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ -----
<S> <C> <C> <C>
Average sales price per MCF of gas $ 3.11 $ 2.43 $ 2.10
Average sales price per BBL of oil
and other liquids 18.50 19.45 15.83
Production expense per dollar of
operating revenue 0.46 0.44 0.46
</TABLE>
(4) Quantities of Oil and Gas Reserves:
The amount of proved reserves (all of which are developed) presented
below has been estimated by an independent firm of petroleum engineers
as of January 1, 1997. Petroleum engineers on the staff of PEC have
also reviewed the data presented below, as of December 31, 1997, for
consistency with current year production and operating history. All of
the Partnership's oil and gas reserves are located within the United
States.
<TABLE>
<CAPTION>
(Unaudited)
-------------------------------
GAS (MCF) OIL (BBL)
---------- ----------
<S> <C> <C>
Reserves as of December 31, 1994 1,809,316 12,043
Revisions of previous estimates 879,398 8,138
Production (134,028) (2,766)
---------- ----------
Reserves as of December 31, 1995 2,554,686 17,415
Revisions of previous estimates 109,723 3,684
Production (129,675) (1,598)
---------- ----------
Reserves as of December 31, 1996 2,534,734 19,501
Revisions of previous estimates (29,081) 3,666
Production (121,542) (2,158)
---------- ----------
Reserves as of December 31, 1997 2,384,111 21,009
========== ==========
</TABLE>
F-12
<PAGE> 24
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
(4) Quantities of Oil and Gas Reserves - (Cont'd):
Should current prices continue into the future, operation of certain
wells would become uneconomic, on a pretax basis, as production levels
decline with age. In accordance with the rules and regulations of the
Securities and Exchange Commission, proved reserves exclude production
which would be uneconomic. The partners are entitled to certain tax
benefits and credits which, if available in the future, may result in
production continuing beyond the level included in the above table.
Revisions arise from changes in current prices, as well as engineering
and geological data which would alter the useful life and therefore the
overall predicted production of each well. Future changes in these
estimates are common and would impact the reserve quantities used to
calculate depreciation, depletion and amortization.
As discussed in Note 2, the Partnership records additional
depreciation, depletion and amortization to the extent that net
capitalized costs exceed the undiscounted future net cash flows
attributable to Partnership properties. Significant price declines
affect estimated future net revenues both directly and as a consequence
of their impact on estimates of future production. The Partnership has
recorded no additional provision for 1997, 1996 or 1995. If the
additional provision had been computed based on the limited partners'
interest in capitalized costs and estimated future net revenues, rather
than on the basis of total Partnership interests, the limited partners
income would not have been reduced.
F-13
<PAGE> 25
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
(5) Allocation of Partnership Revenues, Costs and Expenses:
Under the terms of the Limited Partnership Agreement, all Partnership
revenues and expenses, including deductions attributable thereto, are
to be allocated as follows:
<TABLE>
<CAPTION>
Limited General
Partners Partners
-------- --------
<S> <C> <C>
Participation in Costs:
Sales commissions and dealer manager fees 100.0% -- %
in excess of the $50,000 paid by PEMC
Offering costs other than $75,000
paid by the Partnership and the
Sterling Drilling Fund 1983-1, L.P. -- % 100.0%
Management fee 100.0% -- %
Lease acquisition costs 91.5% 8.5%
Drilling and completion costs 91.5% 8.5%
General and administrative expenses 76.5% 23.5%
Production operator's fee 76.5% 23.5%
Operating expenses 76.5% 23.5%
All other costs 91.5% 8.5%
Participation in Revenues:
Sale of production 76.5% 23.5%
Sale of properties 91.5% 8.5%
Sale of equipment 91.5% 8.5%
All other revenues 91.5% 8.5%
</TABLE>
(6) Transactions With Affiliates:
(a) The receivable from affiliates at December 1997 and 1996
represents general and administrative and certain other expenses
incurred on behalf of the Partnership by PEC and its
subsidiaries, and amounts due for production operator's fees
(Note 6(b)), net of production revenues collected on behalf of
the Partnership.
(b) As operator of the Partnership's properties, Prime Operating
Company (POC), a subsidiary of PEC, receives, as compensation
from the Partnership, a monthly production operator's fee of
$402 for each producing gas well and $557 for each producing oil
or combination gas and oil well, based on the Partnership's
F-14
<PAGE> 26
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
(6) Transactions With Affiliates - (Cont'd):
percentage of working interest in the well. Such fee is subject
to annual adjustment by the percentage increase in the Cost of
Living Index published by the U.S. Department of Labor over the
year in which production began. During 1997, 1996 and 1995,
$117,831, $90,807 and $81,644 of production operator's fees were
incurred, respectively.
(c) In accordance with the terms of the Partnership Agreement, the
general partners are required to pay 8.5% of drilling and
completion costs, lease acquisition costs and certain other
costs, of which 1% will be paid for by the general partners out
of revenues received by them from the Partnership. At December
31, 1997, $26,040 was due from certain general partners for such
costs.
(d) Eastern Oil Well Services Company (EOWSC), a subsidiary of PEC,
provided field services to the Partnership during the year
ending December 31, 1997 for which it was billed $7,799.
(7) General and Administrative Expenses:
In accordance with the Management Agreement, the general partners will
be reimbursed for the portion of their in-house overhead, including
salaries and related benefits, attributable to the affairs and
operations of the Partnership.
This amount, combined with certain direct expenses for geology,
engineering, legal, accounting, auditing, insurance and other items
shall not exceed an annual amount equal to 5% of limited partner
capital contributions. Excess expenses shall be borne by the general
partners in their individual capacity.
During 1997, 1996 and 1995, the Partnership recognized general and
administrative expenses incurred on its behalf by a general partner of
$100,000, $100,000 and $100,000, respectively.
F-15
<PAGE> 27
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
(8) Federal Income Taxes:
The following is a reconciliation between the net income (loss) as
reported on the Partnership's federal income tax return and the net
income (loss) reported in the accompanying financial statements:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Net income as reported
on the Partnership's
federal income tax
return $ 112,218 $ 71,165 $ 123,391
Gain on sale of property
reported differently for
financial reporting
purposes and for income
tax reporting purposes -- -- 1,394
Depreciation, depletion and
amortization for income
tax purposes in excess
of (less than) financial
reporting amount (57,376) (63,112) (69,702)
--------- --------- ---------
Net income (loss) per
accompanying financial
statements $ 54,842 $ 8,053 $ 55,083
========= ========= =========
</TABLE>
The tax returns of the Partnership, the qualifications of the
Partnership as such for tax purposes, and the amount of Partnership
income or loss are subject to examination by federal and state taxing
authorities. If such examinations result in changes with respect to
Partnership's qualifications or in changes to its income or loss, the
tax liability of the partners would be changed accordingly.
The Tax Reform Act of 1976 provides that no part of any depletion
deduction with respect to oil and gas wells is to be determined by the
Partnership but must be computed separately by the partners. Thus, cost
or percentage depletion, as applicable, must be computed by each
partner so that a specific depletion computation can be made when each
partner files his U.S. income tax return. Information is furnished to
the partners to compute the depletion deduction.
F-16
<PAGE> 28
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
(9) Major Customers:
A schedule of the major purchases of the Partnership's production is as
follows:
<TABLE>
<CAPTION>
Purchaser 1997 1996 1995
--------- -------- -------- --------
<S> <C> <C> <C>
Phoenix Diversified $298,961 $232,348 $213,030
Cabot $ 62,310 $ 69,741 $ 42,765
American River Terminals $ 41,256 $ -- $ 41,514
</TABLE>
The Partnership renewed its gas purchase contract with Phoenix
Diversified in December, 1997 resulting in a fixed price for one year.
(10) Other Revenue:
Other revenue represents settled claims against Columbia Gas
Transmission Corp. (Columbia) arising from amounts due from Columbia
when they declared bankruptcy. No significant additional claims are
expected concerning this matter.
F-17
<PAGE> 29
SCHEDULE V
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
PROPERTY AND EQUIPMENT - OIL AND GAS PROPERTIES
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
Balance at Balance
Beginning Additions Other at End
of Year at Cost Retirements Changes of Year
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1997:
Leasehold costs $ 497,639 $ -- $ -- $ -- $ 497,639
Wells and related facilities 12,929,171 5,023 -- -- 12,934,194
----------- ----------- ----------- ----------- -----------
$13,426,810 $ 5,023 $ -- $ -- $13,431,833
=========== =========== =========== =========== ===========
Year ended December 31, 1996:
Leasehold costs $ 497,639 $ -- $ -- $ -- $ 497,639
Wells and related facilities 12,916,422 12,749 -- -- 12,929,171
----------- ----------- ----------- ----------- -----------
$13,414,061 $ 12,749 $ -- -- $13,426,810
=========== =========== =========== =========== ===========
Year Ended December 31, 1995:
Leasehold costs $ 497,639 $ -- $ -- $ -- $ 497,639
Wells and related facilities 12,915,028 1,394 -- -- 12,916,422
----------- ----------- ----------- ----------- -----------
$13,412,667 $ 1,394 $ -- $ -- $13,414,061
=========== =========== =========== =========== ===========
</TABLE>
F-18
<PAGE> 30
SCHEDULE VI
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION - OIL AND GAS PROPERTIES
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
Balance at Charges to Balance
Beginning Costs and Other at End
of Year Expenses Retirements Changes of Year
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1997:
Wells and related facilities $11,656,199 $ 61,992 $ -- $ -- $11,718,191
Leasehold costs 487,969 469 -- -- 488,438
----------- ----------- ----------- ----------- -----------
$12,144,168 $ 62,461 $ -- $ -- $12,206,629
=========== =========== =========== =========== ===========
Year ended December 31, 1996:
Wells and related facilities $11,591,030 $ 65,169 $ -- $ -- $11,656,199
Leasehold costs 487,476 493 -- -- 487,969
----------- ----------- ----------- ----------- -----------
$12,078,506 $ 65,662 $ -- $ -- $12,144,168
=========== =========== =========== =========== ===========
Year Ended December 31, 1995:
Wells and related facilities $11,521,640 $ 69,390 $ -- $ -- $11,591,030
Leasehold costs 486,943 533 -- -- 487,476
----------- ----------- ----------- ----------- -----------
$12,008,583 $ 69,923 $ -- $ -- $12,078,506
=========== =========== =========== =========== ===========
</TABLE>
F-19
<PAGE> 31
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ----
<S> <C>
(3) Form Agreement of Limited Partnership of Sterling-Fuel Resources
Drilling Fund 1983-1 (now Sterling Drilling Fund 1983-2, L.P.)
(incorporated by reference to Exhibit (3) of Sterling Gas Drilling Fund
1983-2,L.P., Form 10-K for the year ended December 31, 1994)
(24) Consent of Ryder Scott Company (filed herewith)
(27) Financial Data Schedule. (filed herewith)
</TABLE>
<PAGE> 1
EXHIBIT 24
[RYDER SCOTT COMPANY LETTERHEAD]
CONSENT OF RYDER SCOTT COMPANY
We consent to the use on Form 10-K of Sterling Drilling Fund 1983-2 of
our reserve report and all schedules, exhibits, and attachments thereto
incorporated by reference on Form 10-K and to any reference made to us on Form
10-K as a result of such incorporation.
Very Truly Yours,
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Denver, Colorado
March 10, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STERLING
DRILLING FUND 1983-2 FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 57,413
<SECURITIES> 0
<RECEIVABLES> 48,737
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 106,150
<PP&E> 13,431,833
<DEPRECIATION> (12,206,629)
<TOTAL-ASSETS> 1,331,354
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,331,354<F1>
<TOTAL-LIABILITY-AND-EQUITY> 1,331,354
<SALES> 433,330<F2>
<TOTAL-REVENUES> 433,330
<CGS> 378,488
<TOTAL-COSTS> 378,488
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54,842
<EPS-PRIMARY> 2.10<F3>
<EPS-DILUTED> 0
<FN>
<F1>Other - SE is composed of partnership equity.
<F2>Sales - The sales line includes $2,219 of interest income.
<F3>EPS - Primary is based upon limited partners share of net income divided by the
outstanding partnership units of 15,697.
</FN>
</TABLE>
