FORM 10-K405
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
Commission File Number 0-13578
DYCO OIL AND GAS PROGRAM 1984-2
(A LIMITED PARTNERSHIP)
(Exact name of registrant as specified in its charter)
Minnesota 41-1479080
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Samson Plaza
Two West Second Street
Tulsa, Oklahoma 74103
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Units of limited partnership interest
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K405 or any amendment to
this Form 10-K405. [X]
The units of limited partnership are not publicly traded, therefore,
registrant cannot compute the aggregate market value of the voting units held by
non-affiliates of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None.
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FORM 10-K405
DYCO OIL AND GAS PROGRAM 1984-2
(a Minnesota limited partnership)
TABLE OF CONTENTS
PART I.........................................................................3
ITEM 1. BUSINESS.......................................................3
ITEM 2. PROPERTIES.....................................................7
ITEM 3. LEGAL PROCEEDINGS.............................................11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS...........11
PART II.......................................................................11
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS
AND RELATED LIMITED PARTNER MATTERS...........................11
ITEM 6. SELECTED FINANCIAL DATA.......................................12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS...........................14
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET..................................................18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE...........................30
PART III......................................................................30
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............30
ITEM 11. EXECUTIVE COMPENSATION........................................31
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT................................................35
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................35
PART IV.......................................................................37
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K...................................................37
SIGNATURES..............................................................39
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PART I
ITEM 1. BUSINESS
General
The Dyco Oil and Gas Program 1984-2 Limited Partnership (the "Program") is
a Minnesota limited partnership engaged in the production of oil and gas. The
Program commenced operations on November 5, 1984 with the primary financial
objective of investing its limited partners' subscriptions in the drilling of
oil and gas prospects and then distributing to its limited partners all
available cash flow from the Program's on-going production operations. Dyco
Petroleum Corporation ("Dyco") serves as the General Partner of the Program. See
"Item 2. Properties" for a description of the Program's reserves and properties.
The limited partnership agreement for the Program (the "Program
Agreement") provides that limited partners are allocated 99% of all Program
costs and revenues and Dyco, as General Partner, is allocated 1% of all Program
costs and revenues. Included in such costs is the Program's reimbursement to
Dyco of the Program's proportionate share of Dyco's geological, engineering, and
general and administrative expenses.
Dyco currently serves as General Partner of 31 limited partnerships,
including the Program. Dyco is a wholly-owned subsidiary of Samson Investment
Company. Samson Investment Company and its various corporate subsidiaries,
including Dyco, (collectively, "Samson") are primarily engaged in the production
and development of and exploration for oil and gas reserves and the acquisition
and operation of producing properties. At December 31, 1999, Samson owned
interests in approximately 14,000 oil and gas wells located in 17 states of the
United States and the countries of Canada, Venezuela, and Russia. At January 31,
2000, Samson operated approximately 3,400 oil and gas wells located in 15 states
of the United States, as well as Canada, Venezuela, and Russia.
As a limited partnership, the Program has no officers, directors, or
employees. It relies instead on the personnel of Dyco and Samson. As of March 1,
2000, Samson employed approximately 920 persons. No employees are covered by
collective bargaining agreements, and management believes that Samson provides a
sound employee relations environment. For information regarding the executive
officers of Dyco, see "Item 10. Directors and Executive Officers of the
Registrant."
Dyco's and the Program's principal place of business is located at Samson
Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and their telephone number
is (918) 583-1791 or (800) 283-1791.
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Funding
Although the Program Agreement permits the Program to incur borrowings,
the Program's operations and expenses are currently funded out of the Program's
revenues from oil and gas sales. Dyco may, but is not required to, advance funds
to the Program for the same purposes for which Program borrowings are
authorized.
Principal Products Produced and Services Rendered
The Program's sole business is the development and production of oil and
gas with a concentration on gas. The Program does not hold any patents,
trademarks, licenses, or concessions and is not a party to any government
contracts. The Program has no backlog of orders and does not participate in
research and development activities. The Program is not presently encountering
shortages of oilfield tubular goods, compressors, production material, or other
equipment.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is
subject to extensive federal and state laws and regulations governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude
oil and condensate are made by the Program at market prices and are not subject
to price controls. The sale of gas may be subject to both federal and state laws
and regulations. The provisions of these laws and regulations are complex and
affect all who produce, resell, transport, or purchase gas, including the
Program. Although virtually all of the Program's gas production is not subject
to price regulation, other regulations affect the availability of gas
transportation services and the ability of gas consumers to continue to purchase
or use gas at current levels. Accordingly, such regulations may have a material
effect on the Program's operations and projections of future oil and gas
production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Because such laws and
regulations are frequently amended or reinterpreted, management is unable to
predict what additional energy legislation may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.
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Regulation of the Environment -- The Program's operations are subject to
numerous laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection. Compliance with
such laws and regulations, together with any penalties resulting from
noncompliance, may increase the cost of the Program's operations or may affect
the Program's ability to timely complete existing or future activities.
Management anticipates that various local, state, and federal environmental
control agencies will have an increasing impact on oil and gas operations.
Significant Customers
Purchases of gas by El Paso Energy Marketing Company ("El Paso") accounted
for approximately 98.1% of the Program's oil and gas revenues during the year
ended December 31, 1999. In the event of interruption of purchases by this
significant customer or the cessation or material change in availability of
open-access transportation by the Program's pipeline transporters, the Program
may encounter difficulty in marketing its gas and in maintaining historic sales
levels. Alternative purchasers or transporters may not be readily available.
The Program's principal customers for crude oil production are refiners
and other companies which have pipeline facilities near the producing properties
of the Program. In the event pipeline facilities are not conveniently available
to production areas, crude oil is usually trucked by purchasers to storage
facilities.
Competition and Marketing
The domestic oil and gas industry is highly competitive, with a large
number of companies and individuals engaged in the exploration and development
of oil and gas properties. The ability of the Program to produce and market oil
and gas profitably depends on a number of factors that are beyond the control of
the Program. These factors include worldwide political instability (especially
in oil-producing regions), United Nations export embargoes, the supply and price
of foreign imports of oil and gas, the level of consumer product demand (which
can be heavily influenced by weather patterns), government regulations and
taxes, the price and availability of alternative fuels, the overall economic
environment, and the availability and capacity of transportation and processing
facilities. The effect of these factors on future oil and gas industry trends
cannot be accurately predicted or anticipated.
The most important variable affecting the Program's revenues is the prices
received for the sale of oil and gas. Predicting future prices is not possible.
Concerning past trends, average yearly wellhead gas prices in the United States
have been volatile for many years. Over the past ten years such average prices
have generally
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been in the $1.40 to $2.40 per Mcf range. Gas prices are currently in the upper
end of this range.
Substantially all of the Program's gas reserves are being sold on the
"spot market." Prices on the spot market are subject to wide seasonal and
regional pricing fluctuations due to the highly competitive nature of the spot
market. In addition, such spot market sales are generally short-term in nature
and are dependent upon the obtaining of transportation services provided by
pipelines. Spot prices for the Program's gas increased from approximately $1.93
per Mcf at December 31, 1998 to approximately $2.24 per Mcf at December 31,
1999. Such prices were on an MMBTU basis and differ from the prices actually
received by the Program due to transportation and marketing costs, BTU
adjustments, and regional price and quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past two years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.00 per barrel.
However, production curtailment agreements among major oil producing nations
have caused recent oil prices to climb to over $30.00 per barrel in some
markets. It is not known whether this trend will continue. Prices for the
Program's oil increased from approximately $9.50 per barrel at December 31, 1998
to approximately $22.75 per barrel at December 31, 1999.
Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 1999. Management is unable to predict whether
future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
Insurance Coverage
The Program is subject to all of the risks inherent in the exploration for
and production of oil and gas, including blowouts, pollution, fires, and other
casualties. The Program maintains insurance coverage as is customary for
entities of a similar size engaged in operations similar to that of the Program,
but losses can occur from uninsurable risks or in amounts in excess of existing
insurance coverage. The occurrence of an event which is not fully covered by
insurance could have a material adverse effect on the Program's financial
condition and results of operations.
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ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the numbers of gross and net productive
wells of the Program as of December 31, 1999.
Well Statistics(1)
As of December 31, 1999
Gross productive wells (2):
Oil -
Gas 10
--
Total 10
Net productive wells(3):
Oil -
Gas 1.13
----
Total 1.13
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(1) The designation of a well as an oil well or gas well is made by Dyco based
on the relative amount of oil and gas reserves for the well. Regardless of
a well's oil or gas designation, it may produce oil, gas, or both oil and
gas.
(2) As used throughout this Annual Report on Form 10-K ("Annual Report"),
"Gross Well" refers to a well in which a working interest is owned. The
number of gross wells is the total number of wells in which a working
interest is owned.
(3) As used throughout this Annual Report, "Net Well" refers to the sum of the
fractional working interests owned in gross wells. For example, a 15%
working interest in a well represents one Gross Well, but 0.15 Net Well.
Drilling Activities
The Program did not participate in any drilling activities for the year
ended December 31, 1999.
Oil and Gas Production, Revenue, and Price History
The following table sets forth certain historical information concerning
the oil (including condensates) and gas production, net of all royalties,
overriding royalties, and other third party interests, of the Program, revenues
attributable to such production, and certain price and cost information.
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Net Production Data
Year Ended December 31,
--------------------------------
1999 1998 1997
-------- -------- --------
Production:
Oil (Bbls)(1) 163 177 288
Gas (Mcf)(2) 108,199 142,658 169,123
Oil and Gas Sales:
Oil $ 2,632 $ 2,280 $ 5,505
Gas 226,633 278,815 397,371
------- ------- -------
Total $229,265 $281,095 $402,876
======= ======= =======
Total direct operating expenses(3) $173,620 $ 82,398 $ 87,598
======= ======= =======
Direct operating expenses as a
percentage of oil and
gas sales 75.7% 29.3% 21.7%
Average sales price:
Per barrel of oil $16.15 $12.88 $19.11
Per Mcf of gas 2.09 1.95 2.35
Direct operating expenses per
equivalent Mcf of gas(4) $ 1.59 $ .57 $ .51
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(1) As used throughout this Annual Report, "Bbls" refers to barrels of 42 U.S.
gallons and represents the basic unit for measuring the production of
crude oil and condensate oil.
(2) As used throughout this Annual Report, "Mcf" refers to volume of 1,000
cubic feet under prescribed conditions of pressure and temperature and
represents the basic unit for measuring the production of gas.
(3) Includes lease operating expenses and production taxes.
(4) Oil production is converted to gas equivalents at the rate of six Mcf per
barrel, representing the estimated relative energy content of gas and oil,
which rate is not necessarily indicative of the relationship of oil and
gas prices. The respective prices of oil and gas are affected by market
and other factors in addition to relative energy content.
Proved Reserves and Net Present Value
The following table sets forth the Program's estimated proved oil and gas
reserves and net present value therefrom as of December 31, 1999. The schedule
of quantities of proved oil and gas reserves
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was prepared by Dyco in accordance with the rules prescribed by the Securities
and Exchange Commission (the "SEC"). Certain reserve information was reviewed by
Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report, "proved reserves" refers to those
estimated quantities of crude oil, gas, and gas liquids which geological and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known oil and gas reservoirs under existing economic and
operating conditions.
Net present value represents estimated future gross cash flow from the
production and sale of proved reserves, net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses),
and estimated future development costs, discounted at 10% per annum. Net present
value attributable to the Program's proved reserves was calculated on the basis
of current costs and prices at December 31, 1999. Such prices were not escalated
except in certain circumstances where escalations were fixed and readily
determinable in accordance with applicable contract provisions. The prices used
by Dyco in calculating the net present value attributable to the Program's
proved reserves do not necessarily reflect market prices for oil and gas
production subsequent to December 31, 1999. There can be no assurance that the
prices used in calculating the net present value of the Program's proved
reserves at December 31, 1999 will actually be realized for such production.
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available geological,
engineering, and economic data for each reservoir. The data for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions; consequently, it is reasonably possible that
material revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that these reserve
estimates represent the most accurate assessment possible, the significance of
the subjective decisions required and variances in available data for various
reservoirs make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.
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Proved Reserves and
Net Present Value
From Proved Reserves(1)
As of December 31, 1999
Estimated proved reserves:
Gas (Mcf) 1,057,876
Oil and liquids (Bbls) 6,029
Net present value
(discounted at 10% per annum) $1,100,424
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(1) Includes certain gas balancing adjustments which cause the gas volumes and
net present value to differ from the reserve reports prepared by Dyco and
reviewed by Ryder Scott.
No estimates of the proved reserves of the Program comparable to those
included herein have been included in reports to any federal agency other than
the SEC. Additional information relating to the Program's proved reserves is
contained in Note 4 to the Program's financial statements, included in Item 8 of
this Annual Report.
Significant Properties
As of December 31, 1999, the Program's properties consisted of 10 gross
(1.13 net) productive wells. The Program also owned a non-working interest in an
additional 7 wells. Affiliates of the Program operate 7 (41%) of the Program's
total wells. All of the Program's reserves are located in the Anadarko Basin of
western Oklahoma and the Texas panhandle, which is an established oil and gas
producing basin.
Title to Oil and Gas Properties
Management believes that the Program has satisfactory title to its oil and
gas properties. Record title to substantially all of the Program's properties is
held by Dyco as nominee.
Title to the Program's properties is subject to customary royalty,
overriding royalty, carried, working, and other similar interests and
contractual arrangements customary in the oil and gas industry, to liens for
current taxes not yet due, and to other encumbrances. Management believes that
such burdens do not materially detract from the value of such properties or from
the Program's interest therein or materially interfere with their use in the
operation of the Program's business.
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ITEM 3. LEGAL PROCEEDINGS
To the knowledge of the management of Dyco and the Program, neither Dyco,
the Program, nor the Program's properties are subject to any litigation, the
results of which would have a material effect on the Program's or Dyco's
financial condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the limited partners during
1999.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND
RELATED LIMITED PARTNER MATTERS
The Program does not have an established trading market for its units of
limited partnership interest ("Units"). Pursuant to the terms of the Program
Agreement, Dyco, as General Partner, is obligated to annually issue a repurchase
offer which is based on the estimated future net revenues from the Program's
reserves and is calculated pursuant to the terms of the Program Agreement. Such
repurchase offer is recalculated monthly in order to reflect cash distributions
made to the limited partners and extraordinary events. The following table sets
forth, for the periods indicated, Dyco's repurchase offer per Unit and the
amount of the Program's cash distributions per Unit for the same period. For
purposes of this Annual Report, a Unit represents an initial subscription of
$5,000 to the Program.
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Repurchase Cash
Price Distributions
---------- -------------
1998:
First Quarter $167 $25
Second Quarter 142 -
Third Quarter 165 20
Fourth Quarter 145 -
1999:
First Quarter $145 $ -
Second Quarter 145 -
Third Quarter 168 -
Fourth Quarter 168 -
2000:
First Quarter $168 $ -
As of March 1, 2000, the Program has 5,200 Units outstanding and
approximately 1,750 Limited Partners of record.
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected financial data for the Program. This
data should be read in conjunction with the financial statements of the Program,
and the respective notes thereto, included elsewhere in this Annual Report. See
"Item 8. Financial Statements and Supplementary Data."
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<TABLE>
<CAPTION>
December 31,
---------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Summary of Operations:
Oil and gas sales $229,265 $281,095 $402,876 $429,409 $353,630
Total revenues 230,098 284,795 406,105 432,467 357,036
Lease operating expenses 157,048 61,993 58,312 76,146 80,369
Production taxes 16,572 20,405 29,286 30,789 24,623
General and administrative
expenses 68,001 68,090 72,475 69,850 70,819
Depreciation, depletion, and
amortization of oil and gas
properties 38,036 54,839 62,721 44,908 76,731
Impairment provision - - - - 180,629
Net income (loss) ( 49,559) 79,468 183,311 210,774 ( 76,135)
per Unit ( 9.44) 15.13 34.90 40.13 ( 14.50)
Cash distributions - 236,340 210,080 262,600 131,300
per Unit - 45 40 50 25
Summary Balance Sheet Data:
Total assets 419,623 470,729 624,851 661,880 712,462
Partners' capital 403,867 453,426 610,298 637,067 688,893
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. Such statements reflect management's current views with respect to
future events and financial performance. This Annual Report also includes
certain information which is, or is based upon, estimates and assumptions. Such
estimates and assumptions are management's efforts to accurately reflect the
condition and operation of the Program.
Use of forward-looking statements and estimates and assumptions involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve information, the operating risk
associated with oil and gas properties (including the risk of personal injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination, and other operating risks), the prospect of changing tax and
regulatory laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of foreign
imports of oil and gas, the level of consumer product demand, and the price and
availability of alternative fuels. Should one or more of these risks or
uncertainties occur or should estimates or underlying assumptions prove
incorrect, actual conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the
analysis of results of operations provided below. The most important variable
affecting the Program's revenues is the prices received for the sale of oil and
gas. Predicting future prices is not possible. Concerning past trends, average
yearly wellhead gas prices in the United States have been volatile for many
years. Over the past ten years such average prices have generally been in the
$1.40 to $2.40 per Mcf range. Gas prices are currently in the upper end of this
range.
Substantially all of the Program's gas reserves are being sold on the
"spot market." Prices on the spot market are subject to wide seasonal and
regional pricing fluctuations due to the highly competitive nature of the spot
market. In addition, such spot market sales are generally short-term in nature
and are dependent upon the obtaining of transportation services provided by
pipelines. Spot prices for the Program's gas increased from approximately $1.93
per Mcf at December 31, 1998 to approximately $2.24 per Mcf at December 31,
1999. Such prices were on an MMBTU basis and differ
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from the prices actually received by the Program due to transportation and
marketing costs, BTU adjustments, and regional price and quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past two years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.00 per barrel.
However, production curtailment agreements among major oil producing nations
have caused recent oil prices to climb to over $30.00 per barrel in some
markets. It is not known whether this trend will continue. Prices for the
Program's oil increased from approximately $9.50 per barrel at December 31, 1998
to approximately $22.75 per barrel at December 31, 1999.
Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 1999. Management is unable to predict whether
future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
Results of Operations
Year Ended December 31, 1999 Compared
Year Ended December 31, 1998
-------------------------------------
Total oil and gas sales decreased $51,830 (18.4%) in 1999 as compared to
1998. Of this decrease, approximately $67,000 was related to a decrease in
volumes of gas sold. This decrease was partially offset by an increase of
approximately $15,000 related to an increase in the average price of gas sold.
Volumes of oil and gas sold decreased 14 barrels and 34,459 Mcf, respectively,
in 1999 as compared to 1998. The decrease in volumes of gas sold was primarily
due to (i) the shutting-in of one well following an unsuccessful workover in
early 1999 and (ii) a positive prior period volume adjustment on another well
during 1998. Average oil and gas prices increased to $16.15 per barrel and $2.09
per Mcf, respectively, in 1999 from $12.88 per barrel and $1.95 per Mcf,
respectively, in 1998.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $91,222 (110.7%) in 1999 as compared to 1998. This
increase was primarily due to expenses incurred during 1999 for an unsuccessful
workover performed on one well in an attempt to improve the recovery of
reserves. As a percentage of oil and gas sales, these expenses increased to
75.7% in 1999 from 29.3% in 1998. This percentage increase was primarily due to
the dollar increase in oil and gas production expenses.
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Depreciation, depletion, and amortization of oil and gas properties
decreased $16,803 (30.6%) in 1999 as compared to 1998. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
increases in the oil and gas prices used in the valuation of reserves at
December 31, 1999. As a percentage of oil and gas sales, these expenses
decreased to 16.6% in 1999 from 19.5% in 1998. This percentage decrease was
primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 1999
as compared to 1998. As a percentage of oil and gas sales, these expenses
increased to 29.7% in 1999 from 24.2% in 1998. This percentage increase was
primarily due to the decrease in oil and gas sales.
Year Ended December 31, 1998 Compared
Year Ended December 31, 1997
-------------------------------------
Total oil and gas sales decreased $121,781 (30.2%) in 1998 as compared to
1997. Of this decrease, approximately $62,000 was related to a decrease in
volumes of gas sold and approximately $56,000 was related to a decrease in the
average price of gas sold. Volumes of oil and gas sold decreased 111 barrels and
26,465 Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes
of gas sold resulted primarily from (i) a positive prior period volume
adjustment made by the operator on one well during 1997, (ii) the sale of one
well during 1998, and (iii) normal declines in production. These decreases were
partially offset by a positive prior period volume adjustment on one well during
1998. Average oil and gas prices decreased to $12.88 per barrel and $1.95 per
Mcf, respectively, in 1998 from $19.11 per barrel and $2.35 per Mcf,
respectively, in 1997.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $5,200 (5.9%) in 1998 as compared to 1997. This
decrease resulted primarily from a decrease in production taxes associated with
the decrease in oil and gas sales and a decrease in lease operating expenses
associated with the decrease in volumes of oil and gas sold, which decreases
were partially offset by increased repair and maintenance expenses on one well
during 1998. As a percentage of oil and gas sales, these expenses increased to
29.3% in 1998 from 21.7% in 1997. This percentage increase was primarily due to
the decreases in the average prices of oil and gas sold and the increased repair
and maintenance expenses on one well during 1998.
Depreciation, depletion, and amortization of oil and gas properties
decreased $7,882 (12.6%) in 1998 as compared to 1997. This decrease resulted
primarily from the decreases in volumes of oil and gas sold. This decrease was
partially offset by an increase primarily due to a downward revision in the
estimate of remaining gas reserves at December 31, 1998. As a percentage of oil
and gas
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sales, these expenses increased to 19.5% in 1998 from 15.6% in 1997. This
percentage increase was primarily due to the decreases in the average prices of
oil and gas sold.
General and administrative expenses decreased $4,385 (6.1%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 24.2% in 1998 from 18.0% in 1997. This percentage increase was primarily due
to the decrease in oil and gas sales.
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the limited partners on a quarterly basis. See "Item 5. Market
for the Registrant's Limited Partnership Units and Related Limited Partner
Matters." The net proceeds from production are not reinvested in productive
assets, except to the extent that producing wells are improved, or where methods
are employed to permit more efficient recovery of reserves, thereby resulting in
a positive economic impact. Assuming 1998 production levels for future years,
the Program's proved reserve quantities at December 31, 1999 would have
remaining lives of approximately 9.8 years for gas reserves and 37.0 years for
oil reserves. However, since the Program's reserve estimates are based on oil
and gas prices at December 31, 1999, it is possible that a significant decrease
in oil and gas prices from December 31, 1999 levels will reduce such reserves
and their corresponding life-span.
The Program's available capital from the limited partners' subscriptions
has been spent on oil and gas drilling activities and there should be no further
material capital resource commitments in the future. Occasional expenditures by
the Program for well completions or workovers, however, may reduce or eliminate
cash available for a particular quarterly cash distribution. Cash for
operational purposes has generally been provided by current oil and gas
production. Management believes that cash for ordinary operational purposes will
be provided by current oil and gas production.
There can be no assurance as to the amount of the Program's future cash
distributions. The Program's ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Program's
operating activities, which will be affected (either positively or negatively)
by many factors beyond the control of the Program, including the price of and
demand for oil and gas and other market and economic conditions. Even if prices
and costs remain stable, the amount of cash available for distributions will
decline over time (as the volume of production from producing properties
declines) since the Program is not replacing production through acquisitions of
producing properties and drilling.
-17-
<PAGE>
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign production, foreign imports of oil,
market demand, domestic and foreign economic conditions in general, and
governmental regulations and tax laws. The general level of inflation in the
economy did not have a material effect on the operations of the Program in 1999.
Oil and gas prices have fluctuated during recent years and generally have not
followed the same pattern as inflation. See "Item 2. Properties - Oil and Gas
Production, Revenue, and Price History."
Year 2000 Computer Issues
The year 2000 issue refers to the inability of computer and other
information technology systems to properly process date and time information,
stemming from the earlier programming practice of using two digits rather than
four to represent the year in a date. To the knowledge of the General Partner,
the Program has not experienced any material effects from the year 2000 issue.
Costs incurred by the Program in order to ensure year 2000 compatibility were
not material to the Program.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
The Program does not hold any market risk sensitive instruments.
-18-
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital and cash flows present fairly, in
all material respects, the financial position of the Dyco Oil and Gas Program
1984-2 Limited Partnership, a Minnesota limited partnership, at December 31,
1999 and 1998, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Program's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States, which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 27, 2000
-19-
<PAGE>
DYCO OIL AND GAS PROGRAM
1984-2 LIMITED PARTNERSHIP
Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 31,242 $ 41,331
Accrued oil and gas sales 39,152 32,180
------- -------
Total current assets $ 70,394 $ 73,511
NET OIL AND GAS PROPERTIES, utilizing the
full cost method 325,910 367,200
DEFERRED CHARGE 23,319 30,018
------- -------
$419,623 $470,729
======= =======
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Accounts payable $ 2,839 $ 3,972
Gas imbalance payable 3,021 3,140
------- -------
Total current liabilities $ 5,860 $ 7,112
ACCRUED LIABILITY $ 9,896 $ 10,191
PARTNERS' CAPITAL:
General Partner, 52 general
partner units $ 4,039 $ 4,534
Limited Partners, issued and
outstanding, 5,200 Units 399,828 448,892
------- -------
Total Partners' capital $403,867 $453,426
------- -------
$419,623 $470,729
======= =======
The accompanying notes are an integral
part of these financial statements.
-20-
<PAGE>
DYCO OIL AND GAS PROGRAM
1984-2 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 1999, 1998, and 1997
1999 1998 1997
-------- -------- --------
REVENUES:
Oil and gas sales $229,265 $281,095 $402,876
Interest 833 3,700 3,229
------- ------- -------
$230,098 $284,795 $406,105
COSTS AND EXPENSES:
Lease operating $157,048 $ 61,993 $ 58,312
Production taxes 16,572 20,405 29,286
Depreciation, depletion, and
amortization of oil and gas
properties 38,036 54,839 62,721
General and administrative 68,001 68,090 72,475
------- ------- -------
$279,657 $205,327 $222,794
------- ------- -------
NET INCOME (LOSS) ($ 49,559) $ 79,468 $183,311
======= ======= =======
GENERAL PARTNER (1%) -
NET INCOME (LOSS) ($ 495) $ 794 $ 1,833
======= ======= =======
LIMITED PARTNERS (99%) -
NET INCOME (LOSS) ($ 49,064) $ 78,674 $181,478
======= ======= =======
NET INCOME (LOSS) per Unit ($ 9.44) $ 15.13 $ 34.90
======= ======= =======
UNITS OUTSTANDING 5,252 5,252 5,252
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
-21-
<PAGE>
DYCO OIL AND GAS PROGRAM
1984-2 LIMITED PARTNERSHIP
Statements of Changes in Partners' Capital
For the Years Ended December 31, 1999, 1998, and 1997
General Limited
Partner Partners Total
--------- ---------- ----------
Balances at Dec. 31, 1996 $6,371 $630,696 $637,067
Cash distributions ( 2,101) ( 207,979) ( 210,080)
Net income 1,833 181,478 183,311
----- ------- -------
Balances at Dec. 31, 1997 $6,103 $604,195 $610,298
Cash distributions ( 2,363) ( 233,977) ( 236,340)
Net income 794 78,674 79,468
----- ------- -------
Balances at Dec. 31, 1998 $4,534 $448,892 $453,426
Net loss ( 495) ( 49,064) ( 49,559)
----- ------- -------
Balances at Dec. 31, 1999 $4,039 $399,828 $403,867
===== ======= =======
The accompanying notes are an integral
part of these financial statements.
-22-
<PAGE>
DYCO OIL AND GAS PROGRAM
1984-2 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($49,559) $ 79,468 $183,311
Adjustments to reconcile net
income (loss) to net cash
provided (used) by operating
activities:
Depreciation, depletion, and
amortization of oil and
gas properties 38,036 54,839 62,721
(Increase) decrease in accrued
oil and gas sales ( 6,972) 32,574 23,293
(Increase) decrease in
deferred charge 6,699 ( 5,656) 6,095
Decrease in accounts
payable ( 1,133) ( 144) ( 1,855)
Decrease in gas imbalance
payable ( 119) ( 379) ( 2,624)
Increase (decrease) in accrued
liability ( 295) 3,273 ( 5,781)
------ ------- -------
Net cash provided (used) by
operating activities ($13,343) $163,975 $265,160
------ ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of oil
and gas properties $ 3,850 $ 4,765 $ 5,083
Additions to oil and gas
properties ( 596) - -
------ ------- -------
Net cash provided by
investing activities $ 3,254 $ 4,765 $ 5,083
------ ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions $ - ($236,340) ($210,080)
------ ------- -------
Net cash used by financing
activities $ - ($236,340) ($210,080)
------ ------- -------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ($10,089) ($ 67,600) $ 60,163
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 41,331 108,931 48,768
------ ------- -------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $31,242 $ 41,331 $108,931
====== ======= =======
The accompanying notes are an integral
part of these financial statements.
-23-
<PAGE>
DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 1999, 1998, and 1997
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1984-2 Limited Partnership (the
"Program"), a Minnesota limited partnership, commenced operations on
November 5, 1984. Dyco Petroleum Corporation ("Dyco") is the General
Partner of the Program. Affiliates of Dyco owned 2,061 (39.6%) of the
Program's Units at December 31, 1999.
The Program's sole business is the development and production of oil
and gas with a concentration on gas. Substantially all of the Program's
gas reserves are being sold regionally in the "spot market." Due to the
highly competitive nature of the spot market, prices on the spot market
are subject to wide seasonal and regional pricing fluctuations. In
addition, such spot market sales are generally short-term in nature and
are dependent upon the obtaining of transportation services provided by
pipelines. The prices received from the Program's oil and gas are subject
to influences such as global consumption and supply trends.
Cash and Cash Equivalents
The Program considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents. Cash
equivalents are not insured, which cause the Program to be subject to
risk.
Credit Risk
Accrued oil and gas sales which are due from a variety of oil and gas
purchasers subject the Program to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
Oil and gas operations are accounted for using the full cost method
of accounting. All productive and non-productive costs associated with the
acquisition, exploration, and development of oil and gas reserves are
capitalized. Capitalized costs are depleted on the gross revenue method
using estimates of proved reserves. The full cost amortization rates per
equivalent Mcf of gas produced during the years ended
-24-
<PAGE>
December 31, 1999, 1998, and 1997 were $0.35, $0.38, and $0.37,
respectively. The Program's calculation of depreciation, depletion, and
amortization includes estimated future expenditures to be incurred in
developing proved reserves and estimated dismantlement and abandonment
costs, net of estimated salvage values. In the event the unamortized cost
of oil and gas properties being amortized exceeds the full cost ceiling
(as defined by the Securities and Exchange Commission ("SEC")) the excess
is charged to expense in the year during which such excess occurs. Sales
and abandonments of properties are accounted for as adjustments of
capitalized costs with no gain or loss recognized, unless such adjustments
would significantly alter the relationship between capitalized costs and
proved oil and gas reserves.
Deferred Charge
The Deferred Charge at December 31, 1999 and 1998 represents costs
deferred for lease operating expenses incurred in connection with the
Program's underproduced gas imbalance positions. The rate used in
calculating the deferred charge is the average of the annual production
costs per Mcf. At December 31, 1999, cumulative total gas sales volumes
for underproduced wells were less than the Program's pro-rata share of
total gas production from these wells by 65,632 Mcf, resulting in prepaid
lease operating expenses of $23,319. At December 31, 1998, cumulative
total gas sales volumes for underproduced wells were less than the
Program's pro-rata share of total gas production from these wells by
66,929 Mcf, resulting in prepaid lease operating expenses of $30,018.
Accrued Liability
The Accrued Liability at December 31, 1999 and 1998 represents
charges accrued for lease operating expenses incurred in connection with
the Program's overproduced gas imbalance positions. The rate used in
calculating the accrued liability is the average of the annual production
costs per Mcf. At December 31, 1999, cumulative total gas sales volumes
for overproduced wells exceeded the Program's pro-rata share of total gas
production from these wells by 27,852 Mcf, resulting in accrued lease
operating expenses of $9,896. At December 31, 1998, cumulative total gas
sales volumes for overproduced wells exceeded the Program's pro-rata share
of total gas production from these wells by 22,722 Mcf, resulting in
accrued lease operating expenses of $10,191.
-25-
<PAGE>
Oil and Gas Sales and Gas Imbalance Payable
The Program's oil and condensate production is sold, title passed,
and revenue recognized at or near the Program's wells under short-term
purchase contracts at prevailing prices in accordance with arrangements
which are customary in the oil industry. Sales of gas applicable to the
Program's interest in producing oil and gas leases are recorded as revenue
when the gas is metered and title transferred pursuant to the gas sales
contracts covering the Program's interest in gas reserves. During such
times as the Program's sales of gas exceed its pro rata ownership in a
well, such sales are recorded as revenue unless total sales from the well
have exceeded the Program's share of estimated total gas reserves
underlying the property at which time such excess is recorded as a
liability. The rates per Mcf used to calculate this liability are based on
the average gas prices received for the volumes at the time the
overproduction occurred. At December 31, 1999, total sales exceeded the
Program's share of estimated total gas reserves on one well by $3,021
(2,014 Mcf). At December 31, 1998, total sales exceeded the Program's
share of estimated total gas reserves on one well by $3,140 (2,093 Mcf).
These amounts were recorded as gas imbalance payables at December 31, 1999
and 1998 in accordance with the sales method.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. Further, the deferred charge, the gas imbalance payable, and
the accrued liability all involve estimates which could materially differ
from the actual amounts ultimately realized or incurred in the near term.
Oil and gas reserves (see Note 4) also involve significant estimates which
could materially differ from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income
tax returns of the partners. Accordingly, no recognition has been given to
income taxes in the accompanying financial statements.
-26-
<PAGE>
2. TRANSACTIONS WITH RELATED PARTIES
Under the terms of the Program Agreement, Dyco is entitled to receive
a reimbursement for all direct expenses and general and administrative,
geological, and engineering expenses it incurs on behalf of the
Partnership. During the years ended December 31, 1999, 1998, and 1997,
such expenses totaled $68,001, $68,090, and $72,475, respectively, of
which $56,472 was paid each year to Dyco and its affiliates.
Affiliates of the Program operate certain of the Program's
properties. Their policy is to bill the Program for all customary charges
and cost reimbursements associated with these activities, together with
any compressor rentals, consulting, or other services provided. Such
charges are comparable to third party charges in the area where the wells
are located and are the same as charged to other working interest owners
in the wells.
3. MAJOR CUSTOMERS
The following purchaser individually accounted for 10% or more of the
combined oil and gas revenues of the Program for the years ended December
31, 1999, 1998, and 1997:
Purchaser 1999 1998 1997
--------- ----- ----- -----
El Paso Energy
Marketing Company 98.1% 98.9% 97.7%
In the event of interruption of purchases by this significant
customer or the cessation or material change in availability of
open-access transportation by the Program's pipeline transporters, the
Program may encounter difficulty in marketing its gas and in maintaining
historic sales levels. Alternative purchasers or transporters may not be
readily available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Program is presented pursuant to the disclosure
requirements promulgated by the SEC.
Capitalized Costs
The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance at December 31, 1999 and
1998 were as follows:
-27-
<PAGE>
December 31,
-----------------------------
1999 1998
------------- -------------
Proved properties $23,980,207 $23,983,461
Less accumulated depreciation,
depletion, amortization, and
valuation allowance ( 23,654,297) ( 23,616,261)
---------- ----------
Net oil and gas properties $ 325,910 $ 367,200
========== ==========
Costs Incurred
The Program incurred no acquisition and development costs during
1999, 1998, and 1997. Costs incurred by the Program in connection with its
oil and gas property development activities during 1999, 1998, and 1997
were as follows:
December 31,
------------------------
1999 1998 1997
---- ---- ----
Development costs $596 $ - $ -
=== === ===
Quantities of Proved Oil and Gas Reserves - Unaudited
Set forth below is a summary of the changes in the net quantities of
the Program's proved crude oil and gas reserves for the years ended
December 31, 1999, 1998, and 1997. Proved reserves were estimated by
petroleum engineers employed by affiliates of Dyco. Certain reserve
information was reviewed by Ryder Scott Company, L.P., an independent
petroleum engineering firm. All of the Program's reserves are located in
the United States. The following information includes certain gas
balancing adjustments which cause the gas volumes to differ from the
reserve information prepared by Dyco and reviewed by Ryder Scott.
-28-
<PAGE>
<TABLE>
<CAPTION>
1999 1998 1997
-------------------- -------------------- --------------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- ----------- ------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Proved reserves,
beginning of year 5,640 1,130,514 5,777 1,394,943 5,971 1,346,071
Revisions of previous
estimates 552 35,561 40 ( 108,921) 94 217,995
Sales of reserves - - - ( 12,850) - -
Production ( 163) ( 108,199) ( 177) ( 142,658) ( 288) ( 169,123)
----- --------- ----- --------- ----- ---------
Proved reserves,
end of year 6,029 1,057,876 5,640 1,130,514 5,777 1,394,943
===== ========= ===== ========= ===== =========
Proved developed reserves:
Beginning of year 5,640 1,130,514 5,777 1,394,943 5,971 1,346,071
----- --------- ----- --------- ----- ---------
End of year 6,029 1,057,876 5,640 1,130,514 5,777 1,394,943
===== ========= ===== ========= ===== =========
</TABLE>
-29-
<PAGE>
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available
geological, engineering, and economic data for each reservoir. The data
for a given reservoir may change substantially over time as a result of,
among other things, additional development activity, production history,
and viability of production under varying economic conditions;
consequently, it is reasonably possible that material revisions to
existing reserve estimates may occur in the near future. Although every
reasonable effort has been made to ensure that the reserve estimates
reported herein represent the most accurate assessment possible, the
significance of the subjective decisions required and variances in
available data for various reservoirs make these estimates generally less
precise than other estimates presented in connection with financial
statement disclosures. The Program's reserves were determined at December
31, 1999 using oil and gas prices of $22.75 per barrel and $2.24 per Mcf,
respectively.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Program is a limited partnership and has no directors or executive
officers. The following individuals are directors and executive officers of
Dyco, the General Partner. The business address of such directors and executive
officers is Two West Second Street, Tulsa, Oklahoma 74103.
NAME AGE POSITION WITH DYCO
---------------- --- --------------------------------
Dennis R. Neill 48 President and Director
Patrick M. Hall 41 Chief Financial Officer
Judy K. Fox 49 Secretary
The director will hold office until the next annual meeting of
shareholders of Dyco or until his successor has been duly elected and qualified.
All executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Dyco on June 18, 1991, and was named President of Dyco on June 30,
1996. Prior to joining Samson, he was associated with a Tulsa law firm, Conner
and Winters, where his principal practice was in the securities area. He
received a Bachelor of Arts degree in political science from Oklahoma State
-30-
<PAGE>
University and a Juris Doctorate degree from the University of Texas. Mr. Neill
also serves as Senior Vice President of Samson Investment Company and as
President and Director of Samson Properties Incorporated, Samson Hydrocarbons
Company, Berry Gas Company, Circle L Drilling Company, Compression, Inc., and
Geodyne Resources, Inc. and its subsidiaries.
Patrick M. Hall joined Samson in 1983, was named a Vice President of Dyco
on June 18, 1991, and was named Chief Financial Officer of Dyco on June 30,
1996. Prior to joining Samson he was a senior accountant with Peat Marwick Main
& Co. in Tulsa. He holds a Bachelor of Science degree in accounting from
Oklahoma State University and is a Certified Public Accountant. Mr. Hall also
serves as Senior Vice President - Controller of Samson Investment Company.
Judy K. Fox joined Samson in 1990 and was named Secretary of Dyco on June
30, 1996. Prior to joining Samson, she served as Gas Contract Manager for Ely
Energy Company. Ms. Fox is also Secretary of Berry Gas Company, Circle L
Drilling Company, Compression, Inc., Samson Hydrocarbons Company, Samson
Properties Incorporated, and Geodyne Resources, Inc. and its subsidiaries.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Program and Dyco, there were no officers,
directors, or ten percent owners who were delinquent filers during 1999 of
reports required under Section 16(a) of the Securities and Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION
The Program is a limited partnership and, therefore, has no officers or
directors. The following table summarizes the amounts paid by the Program as
compensation and reimbursements to Dyco and its affiliates for the three years
ended December 31, 1999:
-31-
<PAGE>
Compensation/Reimbursement to Dyco and its affiliates
Three Years Ended December 31, 1999
Type of Compensation/Reimbursement(1) Expense
- ------------------------------------- ---------------------------
1999 1998 1997
------- ------- -------
Compensation:
Operations (2) (2) (2)
Reimbursements:
General and Administrative,
Geological, and Engineering
Expenses and Direct
Expenses(3) $56,472 $56,472 $56,472
- ----------
(1) The authority for all of such compensation and reimbursement is the
Program Agreement of the Program. With respect to the Operations
activities noted in the table, management believes that such compensation
is equal to or less than that charged by unaffiliated persons in the same
geographic areas and under the same conditions.
(2) Affiliates of the Program serve as operator of a significant portion of
the Program's wells. Dyco, as General Partner, contracts with such
affiliates for services as operator of the wells. As operator, such
affiliates are compensated at rates provided in the operating agreements
in effect and charged to all parties to such agreement. The dollar amount
of such compensation paid by the Program to such affiliates is impossible
to quantify as of the date of this Annual Report.
(3) The Program reimburses Dyco and its affiliates for reasonable and
necessary general and administrative, geological, and engineering expenses
and direct expenses incurred in connection with their management and
operation of the Program. The directors, officers, and employees of Dyco
and its affiliates receive no direct remuneration from the Program for
their services to the Program. See "Salary Reimbursement Table" below. The
allocable general and administrative, geological, and engineering expenses
are apportioned on a reasonable basis between the Program's business and
all other oil and gas activities of Dyco and its affiliates, including
Dyco's management and operation of affiliated oil and gas limited
partnerships. The allocation to the Program of these costs is made by Dyco
as General Partner.
As noted in the Compensation/Reimbursement Table above, the directors,
officers, and employees of Dyco and their affiliates receive no direct
remuneration from the Program for their services. However, to the extent such
services represent direct involvement with the Program, as opposed to general
corporate functions, such persons' salaries are allocated to and reimbursed by
the Program. Such allocation to the Program's general and administrative,
geological, and engineering expenses of the salaries of directors,
-32-
<PAGE>
officers, and employees of Dyco and its affiliates is based on internal records
maintained by Dyco and its affiliates, and represents investor relations, legal,
accounting, data processing, management, gas marketing and other functions
directly attributable to the Program's operations. When actual costs incurred
benefit other partnerships and affiliates, the allocation of costs is based on
the relationship of the Program's reserves to the total reserves owned by all
partnerships and affiliates. The following table indicates the approximate
amount of general and administrative expense reimbursement attributable to the
salaries of the directors, officers, and employees of Dyco and its affiliates
for the three years ended December 31, 1999:
-33-
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursement
Three Years Ended December 31, 1999
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $33,736 - - - - - -
1998 $33,420 - - - - - -
1999 $34,493 - - - - - -
- ----------
(1) The general and administrative expenses paid by the Program and attributable to salary
reimbursements do not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Dyco or its affiliates provides full-time services to the Program
and no individual's salary or other compensation reimbursement from the Program equals or exceeds
$100,000 per annum.
</TABLE>
-34-
<PAGE>
Samson maintains necessary inventories of new and used field equipment.
Samson may have provided some of this equipment for wells in which the Program
has an interest. This equipment and services was provided at prices or rates
equal to or less than those normally charged in the same or comparable
geographic area by unaffiliated persons or companies dealing at arm's length.
The operators of these wells bill the Program for a portion of such costs based
upon the Program's interest in the well.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of
the Program's Units as of March 1, 2000, by each beneficial owner of more than
5% of the issued and outstanding Units and by the directors, officers, and
affiliates of Dyco. The address of each of such persons is Samson Plaza, Two
West Second Street, Tulsa, Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
-------------------------------- -----------------
Samson Resources Company 2,067 (39.8%)
All directors, officers, and
affiliates of Dyco as a group
and Dyco (5 persons) 2,067 (39.8%)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain affiliates of Dyco engage in oil and gas activities independently
of the Program which result in conflicts of interest that cannot be totally
eliminated. The allocation of acquisition and drilling opportunities and the
nature of the compensation arrangements between the Program and such affiliates
also create potential conflicts of interest. An affiliate of the Program owns a
significant amount of the Program's Units and therefore has an identity of
interest with other limited partners with respect to the operations of the
Program.
In order to attempt to assure limited liability for limited partners as
well as an orderly conduct of business, management of the Program is exercised
solely by Dyco. The Program Agreement grants Dyco broad discretionary authority
with respect to the Program's participation in drilling prospects and
expenditure and control of funds, including borrowings. The provisions are
similar to those contained in prospectuses and partnership agreements for other
public oil and gas partnerships. Broad discretion as to
-35-
<PAGE>
general management of the Program involves circumstances where Dyco has
conflicts of interest and where it must allocate costs and expenses, or
opportunities, among the Program and other competing interests.
Dyco does not devote all of its time, efforts, and personnel exclusively
to the Program. Furthermore, the Program does not have any employees, but
instead relies on the personnel of Samson. The Program thus competes with Samson
(including other oil and gas programs) for the time and resources of such
personnel. Samson devotes such time and personnel to the management of the
Program as are indicated by the circumstances and as are consistent with Dyco's
fiduciary duties.
Affiliates of the Program are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
Program's leasehold interests. Because affiliates of the Program who provide
services to the Program have fiduciary or other duties to other members of
Samson, contract amendments and negotiating positions taken by them in their
effort to enforce contracts with purchasers may not necessarily represent the
positions that the Program would take if it were to administer its own contracts
without involvement with other members of Samson. On the other hand, management
believes that the Program's negotiating strength and contractual positions have
been enhanced by virtue of its affiliation with Samson.
Samson Resources Company, an affiliate of Dyco, ("Resources") owns
approximately 40% of the Program's outstanding Units as of March 1, 2000. The
Program Agreement permits Resources to independently vote its Units. Resources'
significant Unit ownership will therefore likely determine the outcome of any
matter submitted for a vote of the Limited Partners.
-36-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
Program as of December 31, 1999 and 1998 and for the years ended
December 31, 1999, 1998, and 1997 are filed as part of this
report:
Report of Independent Accountants
Balance Sheets
Statements of Operations
Statements of Changes in Partners' Capital
Statements of Cash Flows
Notes to Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
4.1 Drilling Agreement dated July 31, 1984 for Dyco Drilling
Program 1984-2 by and between Dyco Oil and Gas Program
1984-2, Dyco Petroleum Corporation, and Jaye F. Dyer filed
as Exhibit 4.1 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 7, 1992 and is hereby
incorporated by reference.
4.2 Form of Program Agreement for Dyco Oil and Gas Program
1984-2 by and between Dyco Petroleum Corporation and the
Participants filed as Exhibit 4.2 to Annual Report on Form
10-K for the year ended December 31, 1991 on April 7, 1992
and is hereby incorporated by reference.
4.3 Amendment to Program Agreement for Dyco Oil and Gas Program
1984-2 dated February 9, 1989 filed as Exhibit 4.3 to
Annual Report on Form 10-K for the year ended December 31,
1991 on April 7, 1992 and is hereby incorporated by
reference.
4.4 Certificate of Limited Partnership, as amended, for Dyco
Oil and Gas Program 1984-2 Limited Partnership filed as
Exhibit 4.4 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 7, 1992 and is hereby
incorporated by reference.
-37-
<PAGE>
*23.1 Consent of Ryder Scott Company, L.P. for Dyco Oil and Gas
Program 1984-2 Limited Partnership.
*27.1 Financial Data Schedule containing summary financial
information extracted from the Dyco Oil and Gas Program
1984-2 Limited Partnership's financial statements as of
December 31, 1999 and for the year ended December 31, 1999.
All other Exhibits are omitted as inapplicable.
------------------
* Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 1999.
None.
-38-
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
DYCO OIL AND GAS PROGRAM 1984-2
LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION
General Partner
March 28, 2000
By: //s// Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.
By: //s// Dennis R. Neill President and March 28, 2000
------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s// Patrick M. Hall Chief Financial March 28, 2000
------------------- Officer (Principal
Patrick M. Hall Financial and
Accounting Officer)
//s// Judy K. Fox Secretary March 28, 2000
-------------------
Judy K. Fox
-39-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Drilling Agreement dated July 31, 1984 for Dyco Drilling Program
1984-2 by and between Dyco Oil and Gas Program 1984-2, Dyco
Petroleum Corporation, and Jaye F. Dyer filed as Exhibit 4.1 to
Annual Report on Form 10-K for the year ended December 31, 1991 on
April 7, 1992 and is hereby incorporated by reference.
4.2 Form of Program Agreement for Dyco Oil and Gas Program 1984-2 by
and between Dyco Petroleum Corporation and the Participants filed
as Exhibit 4.2 to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 7, 1992 and is hereby incorporated by
reference.
4.3 Amendment to Program Agreement for Dyco Oil and Gas Program 1984-2
dated February 9, 1989 filed as Exhibit 4.3 to Annual Report on
Form 10-K for the year ended December 31, 1991 on April 7, 1992 and
is hereby incorporated by reference.
4.4 Certificate of Limited Partnership, as amended, for Dyco Oil
and Gas Program 1984-2 Limited Partnership filed as Exhibit 4.4 to
Annual Report on Form 10-K for the year ended December 31, 1991 on
April 7, 1992 and is hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for Dyco Oil and Gas
Program 1984-2 Limited Partnership.
*27.1 Financial Data Schedule containing summary financial information
extracted from the Dyco Oil and Gas Program 1984-2 Limited
Partnership's financial statements as of December 31, 1999 and for
the year ended December 31, 1999.
- ------------------
* Filed herewith.
-40-
RYDER SCOTT COMPANY
PETROLEUM CONSULTANTS Fax (713) 651-0849
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual Report on
Form 10-K for the year ended December 31, 1999 for Dyco Oil and Gas Program
1984-1 Limited Partnership.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
February 4, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000725262
<NAME> DYCO OIL AND GAS PROGRAM 1984-2
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 31,242
<SECURITIES> 0
<RECEIVABLES> 39,152
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 70,394
<PP&E> 23,980,207
<DEPRECIATION> 23,654,297
<TOTAL-ASSETS> 419,623
<CURRENT-LIABILITIES> 5,860
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 403,867
<TOTAL-LIABILITY-AND-EQUITY> 419,623
<SALES> 229,265
<TOTAL-REVENUES> 230,098
<CGS> 0
<TOTAL-COSTS> 279,657
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (49,559)
<INCOME-TAX> 0
<INCOME-CONTINUING> (49,559)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (49,559)
<EPS-BASIC> (9.44)
<EPS-DILUTED> 0
</TABLE>
