<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, 1998
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 06901
STAMFORD, CONNECTICUT (Zip Code)
(Address of principal executive offices)
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, 1999,
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, 1998
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 1998, 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, 1999, 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.
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
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<PAGE> 3
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 1998, approximately $294,607, or 83.84%, and $51,167, or 14.58%,
of the Partnership's gas production was sold to Phoenix Diversified and Cabot
Oil & Gas Marketing Corporation, respectively, and about $23,815, or 100%, of
the Partnership's oil production was sold to the American Refining Group. 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.
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 1998 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.
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.
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<PAGE> 4
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, 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.
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As of December 31, 1998, 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.
<TABLE>
<CAPTION>
Producing wells:
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,
------------------------------------------------------------------------
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Production:
Oil and Condensate (bbl) ........... 2,049 2,158 1,598 2,766 1,865
Gas (Mcf) .......................... 114,667 121,542 129,675 134,028 104,110
Average Price of Sales:
Oil and Condensate ($ per bbl) ..... $ 12.14 18.50 19.45 15.83 14.57
Gas ($ per Mcf) .................... $ 2.95 3.11 2.43 2.10 3.30
Production Expense per Dollar
of Operating Revenue ............... $ 0.51 0.46 0.44 0.46 0.55
</TABLE>
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):
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<PAGE> 6
<TABLE>
<CAPTION>
Proved Developed
As of --------------------------------
12-31 Oil (bbls) Gas (Mcf)
----- ---------- ---------
<S> <C> <C>
1994 12,000 1,809,000
1995 17,400 2,554,600
1996 19,500 2,535,000
1997 21,000 2,384,000
1998 17,700 2,165,400
</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>
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
1998 2,708,600 1,009,000
</TABLE>
Since January 1, 1998, 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 1998 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, 1999, there were 1,063 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 1998 aggregated $39,242. Aggregate cash distributions
to the holders of the Units as of December 31, 1998, is $1,750,215.
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, 1999, 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 176 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 51, 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 46, 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 47, 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
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<PAGE> 9
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 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 39, 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 66, 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 1998, 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, 1999, 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............................... 2,115 13.47%
</TABLE>
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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 1998 was paid well
operating fees ranging from about $444 to $615 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 1998 and 1997, the Partnership paid an
aggregate of $129,391 and $125,630, 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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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 30th day of
March, 1999.
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 30th day of March, 1999.
/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, 1998 and 1997 F-7
Statements of Operations for the Years Ended December 31,
1998, 1997 and 1996 F-8
Statements of Changes in Partners' Equity for the Years
Ended December 31, 1998, 1997 and 1996 F-9
Statements of Cash Flow for the Years Ended December 31,
1998, 1997 and 1996 F-10
Notes to Financial Statements F-11
Schedules:
V - Property and Equipment - Oil and Gas Properties for
the Years Ended December 31, 1998, 1997 and 1996 F-19
VI - Accumulated Depreciation, Depletion, and Amortization -
Oil and Gas Properties for the Years Ended December 31,
1998, 1997 and 1996 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)
-----------------------------------------------------
1998 1997 1996 1995 1994
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Revenues ..................... $ 364 431 350 387 371
Net income (loss):
Limited Partners .......... $ (.2) 33 (4) 26 (455)
General Partners .......... $ 11 22 12 29 (36)
Per equity unit ........... $ (.02) 2.10 (0.23) 1.69 (29.02)
Total assets ................. $ 1,292 1,331 1,327 1,371 1,412
Cash distributions:
Limited Partners .......... $ 39 39 39 39 39
General Partners .......... $ 11 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, 1998, the General partners have distributed
$1,750,215, or 11.15%, of original Limited Partner capital contributions, to the
Limited Partners.
The Year 2000 (Y2K) issue is the definition and resolution of potential
problems resulting from computer application programs or imbedded chip
instruction sets utilizing two-digits, as opposed to four digits, to define a
specific the year. Such date sensitive systems may be unable to properly
interpret dates, which could cause a system failure or other computer errors,
leading to disruptions in operations. The Partnership relies on the Managing
General Partner for all management and administrative functions. Consequently,
the Partnership's exposure to the Y2K problems is determined by what Year 2000
efforts have been undertaken by the Managing General Partner.
In 1997, the Managing General Partner developed a three-phase program
for the Y2K information systems compliance. Phase I is to identify those systems
with which the Partnership has
F-2
<PAGE> 14
exposure to Y2K issues. Phase II is to remediate systems and replace equipment
where required. Phase III, to be completed by mid-1999, is the final testing of
each major area of exposure to ensure compliance. The Managing General Partner
has identified four major areas determined to be critical for successful Y2K
compliance: (1) financial and informational system applications, (2)
communications applications, (3) oil and gas producing operations, and (4)
third-party relationships.
The Managing General Partner, in accordance with Phase I of the
program, is in the process of conducting an internal review of all systems and
contacting all software suppliers to determine major areas of exposure to Y2K
issues. The Managing General Partner has completed the modifications to its core
financial and reporting systems and is continuing to test compliance in this
area. These modifications were made in conjunction with an upgrade of the
financial reporting applications provided by the Managing General Partner's
software vendor. Conversion to the new system was completed during 1998. Due to
the technology advances in the communications area the Managing General Partner
has upgraded such equipment regularly over the past three years. Y2K compliance
was a specification requirement of each installation. Consequently, the Managing
General Partner expects exposure in this area to be limited to third party
readiness. The Managing General Partner is in the process of identifying areas
of exposure resulting from equipment used in its oil and gas producing
operations. The Managing General Partner expects to complete identification of
critical systems by June 1999 and to continue remediation and testing throughout
1999. In the third-party area, the Managing General Partner has received
assurance from its significant service suppliers that they intend to be Y2K
compliant by 2000. The Managing General Partner has implemented a program to
request Year 2000 certification or other assurance from other third parties
during 1999.
The Partnership recognizes that, notwithstanding the efforts described
above, the Partnership could experience disruptions to its operations or
administrative functions, including those resulting from non-compliant systems
utilized by unrelated third party governmental and business entities. The
Managing General Partner is in the process of developing a contingency plan in
order to mitigate potential disruption to business operations. The Managing
General Partner expects to complete this contingency plan by the second quarter
of 1999 but also expects to refine this plan throughout 1999.
Through 1998, the Managing General Partner has handled identifying,
remediating and testing systems for Year 2000 compliance within the scope of
routine upgrades and systems evaluations. The Managing General Partner expects
to complete the review of oil and gas operations exposure in the same manner,
without incurring substantial additional costs. However, information resulting
from the oil and gas operations review may indicate required expenditures not
currently contemplated by the Partnership.
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 revenues (S.E.C. case) associated with
such reserves, discounted at 10% as of December 31, 1998, was approximately
$1,009,000 as compared to the discounted reserves as of December 31, 1997, which
were approximately $1,288,000. 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
F-3
<PAGE> 15
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:
1998 compared to 1997
The Partnership experienced declines in gas and oil production from
121,542 mcf and 2,158 bbls in 1997 to 114,667 mcf and 2,049 bbls in 1998. The
declines in gas production are attributable to shut-in's for repairs and high
main line pressures. The pressure variances between the well and the transport
line may reduce or inhibit the free movement of gas through the transport lines.
The average price per mcf or barrel was also lower in 1998 than 1997, $3.11 and
$18.50 for 1997 and $2.95 and $12.14 in 1998. The combination of lower average
prices and lower production resulted in overall lower revenues from $431,111 in
1997 to $363,714 in 1998. During 1997, the operator sold tubing, pipes and rods
no longer needed by the Partnership's wells. These funds were included in
overall operating revenues for that year.
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 may include variances based upon production
volumes, costs directly related to repairs, labor, location costs and
maintenance of the wells and well site. During 1997, the operator determined
that supplementary repairs were necessary to maintain various well's production.
These repairs included miscellaneous part replacements, location work, labor and
roadwork to access the well site. The expenditures made in 1998 were for the
general upkeep and maintenance of the Partnership's wells. No major expenditures
were made on supplementary repairs for the current year. Therefore the
Partnership's production expenses declined from $192,587 in 1997 to $170,900 in
1998.
General and administrative costs remained relatively unchanged from
$123,440 in 1997 to $124,413 in 1998. The stable amounts reflect management's
efforts to limit costs, both incurred and allocated to the Partnership.
Management will 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 which may be allocated to the Partnership under the Partnership
Agreement.
The Partnership records additional depreciation, depletion and
amortization to the extent that the net capitalized costs exceed the
undiscounted future net cash flows attributable to the Partnership. No
additional depletion was needed in 1997 or 1998. The overall Partnership
depreciation was consistent with the current basis in the Partnership properties
and the rates applied.
F-4
<PAGE> 16
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.
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.
F-5
<PAGE> 17
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, 1998 and 1997,
and the related statements of operations, changes in partners' equity, and cash
flows for the years ended December 31, 1998, 1997 and 1996. 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, 1998 and 1997, and the results of its operations and
cash flows for the years ended December 31, 1998, 1997 and 1996 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 9, 1999
F-6
<PAGE> 18
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
Assets
1998 1997
------------ ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents (Note 2) $ 88,554 $ 57,413
Due from affiliate (Note 6) 39,510 48,737
------------ ------------
Total Current Assets 128,064 106,150
------------ ------------
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 12,934,194
------------ ------------
Total 13,431,833 13,431,833
Less - Accumulated depreciation, depletion (12,268,244) (12,206,629)
------------ ------------
and amortization
1,163,589 1,225,204
------------ ------------
Total Assets $ 1,291,653 $ 1,331,354
============ ============
Liabilities and Partners' Equity
Total Current Liabilities $ -- $ --
------------ ------------
Partners' Equity:
Limited partners 1,279,323 1,318,829
General partners 12,330 12,525
------------ ------------
Total Partners' Equity 1,291,653 1,331,354
------------ ------------
Total Liabilities and Partners' Equity $ 1,291,653 $ 1,331,354
============ ============
</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 OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
--------------------------------- ---------------------------------- --------------------------------
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 $ 278,241 $ 85,473 $ 363,714 $ 329,800 $ 101,311 $ 431,111 $ 266,896 $ 81,988 $ 348,884
Interest and other 3,787 352 4,139 2,030 189 2,219 775 72 847
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Total Revenues 282,028 85,825 367,853 331,830 101,500 433,330 267,671 82,060 349,731
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Costs and Expenses:
Production expenses 130,738 40,162 170,900 147,329 45,258 192,587 115,739 35,554 151,293
Depreciation,
depletion and
amortization 56,378 5,237 61,615 57,152 5,309 62,461 60,081 5,581 65,662
General and
administrative
expenses (Note 7) 95,176 29,237 124,413 94,432 29,008 123,440 95,413 29,310 124,723
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Total Expenses 282,292 74,636 356,928 298,913 79,575 378,488 271,233 70,445 341,678
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (264) $ 11,189 $ 10,925 $ 32,917 $ 21,925 $ 54,842 $ (3,562) $ 11,615 $ 8,053
========= ========= ========= ========= ========= ========= ========= ========= =========
Net Income (Loss) Per
Equity Unit (Note 2) $ (.02) $ 2.10 $ (.27)
========= ========= =========
</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 CHANGES IN PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
Limited General
Partners Partners Total
----------- ----------- -----------
<S> <C> <C> <C>
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
Partners' contributions -- 113 113
Distributions to partners (39,242) (11,497) (50,739)
Net Income (Loss) (264) 11,189 10,925
----------- ----------- -----------
Balance at December 31, 1998 $ 1,279,323 $ 12,330 $ 1,291,653
=========== =========== ===========
</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)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $ 10,925 $ 54,842 $ 8,053
Adjustments to reconcile net (loss) to
net cash provided by operating activities:
Depreciation, depletion and amortization 61,615 62,461 65,662
Changes in Assets and Liabilities:
(Increase) decrease due from affiliates (39,510) (48,737) (22,836)
Increase (decrease) in due to affiliates 48,737 22,836 26,555
-------- -------- --------
Net Cash Provided by Operating Activities 81,767 91,402 77,434
-------- -------- --------
Cash Flows From Investing Activities:
Equipment purchases -- (5,023) (12,749)
-------- -------- --------
Cash Flows From Financing Activities:
Partners' contributions 113 114 114
Distributions to partners (50,739) (51,098) (51,191)
-------- -------- --------
Net Cash Used in Financing activities (50,626) (50,984) (51,077)
-------- -------- --------
Net increase in cash and cash equivalents 31,141 35,395 13,608
Cash and cash equivalents at beginning of year 57,413 22,018 8,410
-------- -------- --------
Cash and cash equivalents at end of year $ 88,554 $ 57,413 $ 22,018
======== ======== ========
</TABLE>
The Notes to Financial Statements are an integral part of these statements.
F-10
<PAGE> 22
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(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.
Accordingly, all costs of drilling and equipping these wells, together
with leasehold acquisition costs, are capitalized. These
F-11
<PAGE> 23
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(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 may be recorded if 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' income (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.
F-12
<PAGE> 24
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(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, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
1998 1997 1996
--------- -------- ------
<S> <C> <C> <C>
Average sales price per MCF of gas $ 2.95 $ 3.11 $ 2.43
Average sales price per BBL of oil 12.14 18.50 19.45
and other liquids
Production expense per dollar of 0.51 0.46 0.44
operating revenue
</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, 1998, 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, 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
Revisions of previous estimates (103,995) (1,239)
Production (114,667) (2,049)
---------- ----------
Reserves as of December 31, 1998 2,165,449 17,721
========== ==========
</TABLE>
F-13
<PAGE> 25
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(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 may record additional
depreciation, depletion and amortization if 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 1998, 1997 or 1996. 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-14
<PAGE> 26
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(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 1998 and 1997
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
$444 for each producing gas well and $615 for each producing oil
or combination gas and oil well, based on the Partnership's
F-15
<PAGE> 27
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(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 1998, 1997 and 1996,
$121,816, $117,831, and $90,807 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, 1998, $25,927 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 years
ending December 31, 1998 and 1997 for which it was billed $7,575
and $7,799 respectively.
(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 1998, 1997 and 1996, 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-16
<PAGE> 28
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(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,
-----------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Net income as reported
on the Partnership's
federal income tax
return $ 68,484 $ 112,218 $ 71,165
Depreciation, depletion and
amortization for income
tax purposes in excess
of (less than) financial
reporting amount (57,559) (57,376) (63,112)
--------- --------- ---------
Net income (loss) per
accompanying financial
statements $ 10,925 $ 54,842 $ 8,053
========= ========= =========
</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-17
<PAGE> 29
STERLING DRILLING FUND 1983-2, L.P.
(a New York limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
(9) Major Customers:
A schedule of the major purchases of the Partnership's production is as
follows:
<TABLE>
<CAPTION>
Purchaser 1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Phoenix Diversified $294,607 $298,961 $232,348
Cabot 51,167 62,310 69,741
American River Terminals -- 41,256 --
American Refining Group 23,815 -- --
</TABLE>
F-18
<PAGE> 30
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, 1998, 1997 AND 1996
<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, 1998:
Leasehold costs $ 497,639 $ -- $ -- $ -- $ 497,639
Wells and related facilities 12,934,194 -- -- -- 12,934,194
------------ ------------ ------------ ------------ ------------
$ 13,431,833 $ -- $ -- $ -- $ 13,431,833
============ ============ ============ ============ ============
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
============ ============ ============ ============ ============
</TABLE>
F-19
<PAGE> 31
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, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
Balance at Charges Balance
Beginning Costs and Other at End
of Year Expenses Retirements Changes of Year
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1998:
Wells and related facilities $ 11,718,191 $ 61,153 $ -- $ -- $ 11,779,344
Leasehold costs 488,438 462 -- -- 488,900
------------ ------------ ------------ ------------ ------------
$ 12,206,629 $ 61,615 $ -- $ -- $ 12,268,244
============ ============ ============ ============ ============
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
============ ============ ============ ============ ============
</TABLE>
F-20
<PAGE> 32
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
<S> <C> <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 the Form 10-K of Sterling Drilling Fund 1983-2 of our
reserve report and all schedules, exhibits, and attachments thereto incorporated
by reference of 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
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Denver, Colorado
March 17, 1999
<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-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 88,554
<SECURITIES> 0
<RECEIVABLES> 39,510
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 128,064
<PP&E> 13,431,833
<DEPRECIATION> (12,268,244)
<TOTAL-ASSETS> 1,291,653
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,291,653<F1>
<TOTAL-LIABILITY-AND-EQUITY> 1,291,653
<SALES> 367,853<F2>
<TOTAL-REVENUES> 367,853
<CGS> 356,928
<TOTAL-COSTS> 356,628
<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> 10,925
<EPS-PRIMARY> (.02)<F3>
<EPS-DILUTED> 0
<FN>
<F1>OTHER - SE IS COMPOSED OF PARTNERSHIP EQUITY.
<F2>THE SALES LINE INCLUDES 4,139 OF NET 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>
