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, 1998
Commission File Number 2-92702 (1985-1 Program)
2-92702-01 (1985-2 Program)
DYCO 1985 OIL AND GAS PROGRAMS
(TWO LIMITED PARTNERSHIPS)
(Exact name of registrant as specified in its charter)
41-1498087 (1985-1 Program)
Minnesota 41-1498086 (1985-2 Program)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Samson Plaza
Two West Second Street
Tulsa, Oklahoma
(Address of principal 74103
executive offices) (Zip Code)
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 1985 OIL AND GAS PROGRAMS
(Two Minnesota limited partnerships)
TABLE OF CONTENTS
PART I.......................................................................3
ITEM 1. BUSINESS...................................................3
ITEM 2. PROPERTIES.................................................7
ITEM 3. LEGAL PROCEEDINGS.........................................13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......14
PART II.....................................................................14
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND
RELATED LIMITED PARTNER MATTERS...........................14
ITEM 6. SELECTED FINANCIAL DATA...................................16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................18
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.........................................28
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............29
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................52
PART III....................................................................52
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........52
ITEM 11. EXECUTIVE COMPENSATION....................................53
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................58
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............58
PART IV.....................................................................60
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K..................................................60
SIGNATURES..................................................................63
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PART I
ITEM 1. BUSINESS
General
The Dyco Oil and Gas Program 1985-1 Limited Partnership (the "1985-1
Program") and Dyco Oil and Gas Program 1985-2 Limited Partnership (the "1985-2
Program") (collectively, the "Programs") are Minnesota limited partnerships
engaged in the production of oil and gas. The 1985-1 Program and 1985-2 Program
commenced operations on April 1, 1985 and August 26, 1985, respectively, with
the primary financial objective of investing their limited partners'
subscriptions in the drilling of oil and gas prospects and then distributing to
their 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 Programs. See "Item 2. Properties" for a description of the
Programs' reserves and properties.
The limited partnership agreements for each of the Programs (the "Program
Agreements") provide 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 each 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 January 31, 1999, Samson owned
interests in approximately 10,500 oil and gas wells located in 19 states of the
United States and the countries of Canada, Venezuela, and Russia. At January 31,
1999,Samson operated approximately 2,900 oil and gas wells located in 15 states
of the United States, as well as Canada, Venezuela, and Russia.
As limited partnerships, the Programs have no officers, directors, or
employees. They rely instead on the personnel of Dyco and Samson. As of March 1,
1999, Samson employed approximately 900 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 Programs' principal place of business is located at Samson
Plaza, Two West Second Street, Tulsa, Oklahoma
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74103, and their telephone number is (918) 583-1791 or (800) 283-1791.
Funding
Although the Program Agreements permit the Programs to incur borrowings,
each Program's operations and expenses are currently funded out of each
Program's revenues from oil and gas sales. Dyco may, but is not required to,
advance funds to each of the Programs for the same purposes for which Program
borrowings are authorized.
Principal Products Produced and Services Rendered
The Programs' sole business is the development and production of oil and
gas with a concentration on gas. The Programs do not hold any patents,
trademarks, licenses, or concessions and are not a party to any government
contracts. The Programs have no backlog of orders and do not participate in
research and development activities. The Programs are 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 Programs 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
Programs. Although virtually all of the Programs' 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 Programs' 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
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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.
Regulation of the Environment -- The Programs' 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 Programs' operations or may affect
the Programs' 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") and
Sanguine, Ltd. accounted for approximately 79.2% and 11.3%, respectively, of the
1985-1 Program's oil and gas revenues during the year ended December 31, 1998.
Purchases of gas by El Paso accounted for approximately 54.6% of the 1985-2
Program's oil and gas revenues during the year ended December 31, 1998. In the
event of interruption of purchases by these significant customers or the
cessation or material change in availability of open-access transportation by
the Programs' pipeline transporters, the Programs may encounter difficulty in
marketing their gas and in maintaining historic sales levels. Alternative
purchasers or transporters may not be readily available.
The Programs' principal customers for crude oil production are refiners
and other companies which have pipeline facilities near the producing properties
of the Programs. Purchases of oil by Mobil Oil Corporation and Koch Oil Company
accounted for approximately 12.6% and 11.4%, respectively, of the 1985-2
Program's oil and gas revenues during the year ended December 31, 1998. 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 Programs to produce and market oil
and gas profitably depends on a number of factors that are beyond the control of
the Programs. 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
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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. In
addition, on March 12, 1999 several major oil producing nations agreed to
curtail oil exports in an effort to increase worldwide oil prices. The effect of
these factors on future oil and gas industry trends cannot be accurately
predicted or anticipated.
The most important variable affecting the Programs' 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 a number of years. For the past ten years, such average
prices have generally been in the $1.40 to $2.40 per Mcf range.
Substantially all of the Programs' 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 Programs' gas decreased from approximately $2.32
per Mcf at December 31, 1997 to approximately $1.93 per Mcf at December 31,
1998. Such prices were on an MMBTU basis and differ from the prices actually
received by the Partnerships due to transportation and marketing costs, BTU
adjustments, and regional price and quality differences. Continued very low oil
prices as discussed below may cause downward pressure on gas prices due to some
users of gas converting to oil as a cheaper fuel alternative.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range. Due to global consumption and supply trends
over the last year as well as at least a short-term slowdown in Asian energy
demand, oil prices over the past year have reached historically low levels,
dropping to as low as approximately $9.00 per barrel. It is not known whether
this trend will continue. Prices for the Programs' oil decreased from
approximately $16.25 per barrel at December 31, 1997 to approximately $9.50 per
barrel at December 31, 1998.
As of February 28, 1999 oil and gas prices were approximately $9.50 per
barrel and $1.55 per Mcf, respectively. Future prices for both oil and gas will
likely be different from (and may be lower than) the prices in effect on
December 31, 1998 and February 28, 1999. As of the date of this Annual Report,
oil prices have increased slightly over the February 28, 1999 price, primarily
due to the March 1999 announcement that several oil producing nations intend to
curtail oil exports. Management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.
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Insurance Coverage
The Programs are 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 Programs maintain insurance coverage as is customary for
entities of a similar size engaged in operations similar to that of the
Programs, 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 Programs'
financial condition and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the numbers of gross and net productive
wells of the Programs as of December 31, 1998.
Well Statistics(1)
As of December 31, 1998
1985-1 1985-2
Program Program
------- -------
Gross productive wells(2):
Oil - 3
Gas 14 8
-- --
Total 14 11
Net productive wells(3):
Oil - 1.12
Gas 1.73 .87
---- ----
Total 1.73 1.99
- ----------
(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
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wells. For example, a 15% working interest in a well represents one Gross
Well, but 0.15 Net Well.
Drilling Activities
The Programs participated in no drilling activities for the year ended
December 31, 1998
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 Programs, revenues
attributable to such production, and certain price and cost information.
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Net Production Data
Year Ended December 31,
-----------------------------------------
1998 1997 1996
---------- -------- --------
1985-1 Program:
- --------------
Production:
Oil (Bbls)(1) 283 422(2) 211
Gas (Mcf)(3) 165,027 200,882 191,163
Oil and gas sales:
Oil $ 3,700 ($ 24,012)(2) $ 4,842
Gas 313,020 458,588 403,984
------- ------- -------
Total $316,720 $434,576 $408,826
======= ======= =======
Total direct operating expenses(4) $108,815 $ 93,649 $ 93,342
======= ======= =======
Direct operating expenses as a
percentage of oil and gas sales 34.4% 21.5% 22.8%
Average sales price:
Per barrel of oil $13.07 $19.69(2) $22.95
Per Mcf of gas 1.90 2.28 2.11
Direct operating expenses per
equivalent Mcf of gas(5) $ .65 $ .46 $ .49
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Year Ended December 31,
-----------------------------------------
1998 1997 1996
---------- --------- --------
1985-2 Program:
- --------------
Production:
Oil (Bbls)(1) 2,397 2,963(6) 3,971
Gas (Mcf)(3) 48,746 59,797 68,927
Oil and gas sales:
Oil $ 30,679 $ 44,854(6) $ 81,549
Gas 95,421 143,029 148,643
------- ------- -------
Total $126,100 $187,883 $230,192
======= ======= =======
Total direct operating expenses(4) $ 65,880 $ 47,231 $ 77,992
======= ======= =======
Direct operating expenses as a
percentage of oil and gas sales 52.2% 25.1% 33.9%
Average sales price:
Per barrel of oil $12.80 $18.87(6) $20.54
Per Mcf of gas 1.96 2.39 2.16
Direct operating expenses per
equivalent Mcf of gas(5) $ 1.04 $ .61 $ .84
- -------------
(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) In 1997, the 1985-1 Program recognized oil sales related to 1997
production totaling $8,308. Such oil sales were offset by a refund of
$32,320 made by the 1985-1 Program in 1997 to the operators of two wells
related to an overpayment for oil sales the 1985-1 Program received in
1995. The oil volumes and average price per barrel listed above are based
on actual production and sales in 1997.
(3) 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.
(4) Includes lease operating expenses and production taxes.
(5) 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.
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(6) In 1997, the 1985-2 Program recognized oil sales related to 1997
production totaling $55,908. Such oil sales were offset by a refund of
$11,054 made by the 1985-2 Program in 1997 to the operator of one well
related to an overpayment for oil sales the 1985-2 Program received in
1995. The oil volumes and average price per barrel listed above are based
on actual production and sales in 1997.
Proved Reserves and Net Present Value
The following table sets forth the Programs' estimated proved oil and gas
reserves and net present value therefrom as of December 31, 1998. The schedule
of quantities of proved oil and gas reserves was prepared by Dyco in accordance
with the rules prescribed by the Securities and Exchange Commission (the "SEC").
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 Programs' proved reserves was calculated on the basis
of current costs and prices at December 31, 1998. 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 Programs'
proved reserves do not necessarily reflect market prices for oil and gas
production subsequent to December 31, 1998. Year-end prices have generally been
higher than prices during the rest of the year. There can be no assurance that
the prices used in calculating the net present value of the Programs' proved
reserves at December 31, 1998 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
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and variances in available data for various reservoirs make these estimates
generally less precise than other estimates presented in connection with
financial statement disclosures.
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 1998
1985-1 Program:
--------------
Estimated proved reserves:
Gas (Mcf) 716,034
Oil and liquids (Bbls) 1,970
Net present value
(discounted at 10% per annum) $525,685
1985-2 Program:
--------------
Estimated proved reserves:
Gas (Mcf) 264,024
Oil and liquids (Bbls) 7,743
Net present value
(discounted at 10% per annum) $231,281
No estimates of the proved reserves of the Programs comparable to those
included herein have been included in reports to any federal agency other than
the SEC. Additional information relating to the Programs' proved reserves is
contained in Note 4 to the Programs' financial statements, included in Item 8 of
this Annual Report.
Significant Properties
1985-1 Program
--------------
As of December 31, 1998, the 1985-1 Program's properties consisted of 14
gross (1.73 net) productive wells. The 1985-1 Program also owned a non-working
interest in two additional wells. Affiliates of the 1985-1 Program operate 6
(38%) of its total wells. All of the 1985-1 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.
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1985-2 Program
---------------
As of December 31, 1998, the 1985-2 Program's properties consisted of 11
gross (1.99 net) productive wells. The 1985-2 Program also owned a non-working
interest in two additional wells. Affiliates of the 1985-2 Program operate 6
(46%) of its total wells. All of the 1985-2 Program's properties are located
onshore in the continental United States. Substantially all of the 1985-2
Program's reserves are located in the Anadarko Basin.
As of December 31, 1998, the 1985-2 Program's properties in the Anadarko
Basin consisted of 11 gross (1.99 net) wells. The 1985-2 Program also owned a
non-working interest in one additional well in the Anadarko Basin. Affiliates of
the 1985-2 Program operate 5 (42%) of its wells. As of December 31, 1998, the
1985-2 Program had estimated total proved reserves in the Anadarko Basin of
approximately 262,474 Mcf of gas and approximately 7,743 barrels of crude oil,
with a present value (discounted at 10% per annum) of estimated future net cash
flow of approximately $230,795.
Title to Oil and Gas Properties
Management believes that the Programs have satisfactory title to their oil
and gas properties. Record title to substantially all of the Programs'
properties is held by Dyco as nominee.
Title to the Programs' 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 Programs' interest therein or materially interfere with their use in the
operation of the Programs' business.
ITEM 3. LEGAL PROCEEDINGS
To the knowledge of the management of Dyco and the Programs, neither Dyco,
the Programs, nor the Programs' properties are subject to any litigation, the
results of which would have a material effect on the Programs' or Dyco's
financial condition or operations.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the limited partners of
either Program during 1998.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND
RELATED LIMITED PARTNER MATTERS
The Programs do not have an established trading market for their units of
limited partnership interest ("Units"). Pursuant to the terms of the Program
Agreements, Dyco, as General Partner, is obligated to annually issue a
repurchase offer which is based on the estimated future net revenues from the
Programs' reserves and is calculated pursuant to the terms of the Program
Agreements. 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 Programs' cash distributions per Unit for the
same period. For purposes of this Annual Report, a Unit represents an initial
subscription of $5,000 to a Program.
1985-1 PROGRAM
--------------
Repurchase Cash
Price Distributions
---------- -------------
1997:
First Quarter $102 $35
Second Quarter 67 25
Third Quarter 144 -
Fourth Quarter 119 25
1998:
First Quarter $ 94 $25
Second Quarter 69 -
Third Quarter 123 -
Fourth Quarter 123 25
1999:
First Quarter $ 98 $ -
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1985-2 PROGRAM
--------------
Repurchase Cash
Price Distributions
---------- -------------
1997:
First Quarter $92 $25
Second Quarter 67 -
Third Quarter 56 -
Fourth Quarter 56 -
1998:
First Quarter $56 $ -
Second Quarter 56 20
Third Quarter 64 -
Fourth Quarter 64 -
1999:
First Quarter $64 $ -
- -----------
As of March 1, 1999, the 1985-1 Program had 4,100 Units outstanding and
approximately 1,600 Limited Partners of record. The 1985-2 Program had 4,330
Units outstanding and approximately 1,500 Limited Partners of record.
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ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data
The following table presents selected financial data for the Programs. This
data should be read in conjunction with the financial statements of the
Programs, and the respective notes thereto, included elsewhere in this Annual
Report. See "Item 8. Financial Statements and Supplementary Data."
<TABLE>
<CAPTION>
1985-1 Program
--------------
December 31,
--------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Summary of Operations:
Oil and gas sales $316,720 $434,576 $408,826 $414,166 $444,580
Total revenues 319,820 438,162 411,171 416,689 446,882
Lease operating expenses 86,362 58,594 63,559 130,367 117,846
Production taxes 22,453 35,055 29,783 38,928 39,704
General and administrative
expenses 53,554 57,406 55,169 55,314 51,307
Depreciation, depletion, and
amortization of oil and gas
properties 25,912 34,859 27,369 57,994 119,316
Impairment provision - - - 45,262 -
Net income 131,539 252,248 235,291 88,824 118,709
per Unit 31.77 60.91 56.82 21.45 28.67
Cash distributions 207,050 351,985 186,345 124,230 289,870
per Unit 50 85 45 30 70
Summary Balance Sheet Data:
Total assets 210,519 283,653 375,408 329,229 344,462
Partners' capital 164,542 240,053 339,790 290,844 326,250
</TABLE>
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<TABLE>
<CAPTION>
1985-2 Program
--------------
December 31,
----------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Summary of Operations
Oil and gas sales $126,100 $187,883 $230,192 $249,234 $391,867
Total revenues 143,847 189,554 232,494 250,411 393,943
Lease operating expenses 56,430 33,442 61,178 108,975 177,582
Production taxes 9,450 13,789 16,814 21,572 26,561
General and administrative
expenses 51,504 55,613 53,296 53,755 49,022
Depreciation, depletion, and
amortization of oil and gas
properties 8,457 11,610 9,911 23,571 109,543
Net income 18,006 75,100 91,295 42,538 31,235
per Unit 4.12 17.17 20.87 9.73 7.14
Cash distributions 87,480 109,350 153,090 - 218,700
per Unit 20 25 35 - 50
Summary Balance Sheet Data:
Total assets 134,196 201,447 244,561 306,398 254,024
Partners' capital 121,740 191,214 225,464 287,259 244,721
</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 Programs.
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 Programs' 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 a number
of years. For the past ten years, such average prices have generally been in the
$1.40 to $2.40 per Mcf range.
Substantially all of the Programs' 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 Programs' gas decreased from
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<PAGE>
approximately $2.32 per Mcf at December 31, 1997 to approximately $1.93 per Mcf
at December 31, 1998. Such prices were on an MMBTU basis and differ from the
prices actually received by the Partnerships due to transportation and marketing
costs, BTU adjustments, and regional price and quality differences. Continued
very low oil prices as discussed below may cause downward pressure on gas prices
due to some users of gas converting to oil as a cheaper fuel alternative.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range. Due to global consumption and supply trends
over the last year as well as at least a short-term slowdown in Asian energy
demand, oil prices over the past year have reached historically low levels,
dropping to as low as approximately $9.00 per barrel. It is not known whether
this trend will continue. Prices for the Programs' oil decreased from
approximately $16.25 per barrel at December 31, 1997 to approximately $9.50 per
barrel at December 31, 1998.
As of February 28, 1999 oil and gas prices were approximately $9.50 per
barrel and $1.55 per Mcf, respectively. Future prices for both oil and gas will
likely be different from (and may be lower than) the prices in effect on
December 31, 1998 and February 28, 1999. As of the date of this Annual Report,
oil prices have increased slightly over the February 28, 1999 price, primarily
due to the March 1999 announcement that several oil producing nations intend to
curtail oil exports. Management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.
Results of Operations
1985-1 Program
--------------
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
-------------------------------------
Total oil and gas sales decreased $117,856 (27.1%) in 1998 as compared to
1997. Of this decrease, approximately $82,000 was related to a decrease in
volumes of gas sold and approximately $64,000 was related to a decrease in the
average price of gas sold. These decreases were partially offset by an increase
of approximately $32,000 related to a refund to the purchaser by the 1985-1
Program in 1997 of a prior oil overpayment. Volumes of oil and gas sold
decreased 139 barrels and 35,855 Mcf, respectively, in 1998 as compared to 1997.
The decrease in the volumes of gas sold resulted primarily from positive prior
period volume adjustments made by the purchasers on four wells during 1997.
Average oil and gas prices decreased to $13.07 per barrel and $1.90 per Mcf,
respectively, in 1998 from $19.69 per barrel
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<PAGE>
and $2.28, respectively, per Mcf in 1997.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $15,166 (16.2%) in 1998 as compared to 1997. This
increase resulted primarily from credits received during 1997 from the operators
on two sold wells for prior period lease operating expenses. This increase was
partially offset by a decrease in production taxes associated with the decrease
in oil and gas sales. As a percentage of oil and gas sales, these expenses
increased to 34.4% in 1998 from 21.5% in 1997 primarily due to the decreases in
the average prices of oil and gas sold and the dollar increase in oil and gas
production expenses.
Depreciation, depletion, and amortization of oil and gas properties
decreased $8,947 (25.7%) in 1998 as compared to 1997. This decrease resulted
primarily from the decreases in volumes of oil and gas sold and upward revisions
in the estimates of remaining oil and gas reserves at December 31, 1998. As a
percentage of oil and gas sales, these expenses remained relatively constant at
8.2% in 1998 and 8.0% in 1997. Any increase in this percentage related to the
decreases in the average prices of oil and gas sold was substantially offset by
a decrease related to the 1998 upward reserve revisions.
General and administrative expenses decreased $3,852 (6.7%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 16.9% in 1998 from 13.2% in 1997, primarily due to the decrease in oil and
gas sales.
Year Ended December 31, 1997 Compared
to Year Ended December 31, 1996
-------------------------------------
Total oil and gas sales increased $25,750 (6.3%) in 1997 as compared to
1996. Of this increase, approximately $5,000 and $21,000, respectively, related
to increases in volumes of oil and gas sold and approximately $34,000 related to
an increase in the average price of gas sold, which increases were partially
offset by a refund of prior oil sales of approximately $32,000. Volumes of oil
and gas sold increased 211 barrels and 9,719 Mcf, respectively, in 1997 as
compared to 1996. Average oil prices decreased to $19.69 per barrel in 1997 from
$22.95 per barrel in 1996. Average gas prices increased to $2.28 per Mcf in 1997
from $2.11 per Mcf in 1996.
Oil and gas production expenses (including lease operating expenses and
production taxes) remained relatively constant in 1997 as compared to 1996. Any
increase in production taxes related to the increase in oil and gas sales was
substantially offset by a decrease in lease operating expenses which resulted
primarily from a workover on one well in 1996. As a percentage
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<PAGE>
of oil and gas sales, these expenses decreased to 21.5% in 1997 from 22.8% in
1996. This percentage decrease was primarily due to the increase in the average
price of gas sold in 1997.
Depreciation, depletion, and amortization of oil and gas properties
increased $7,490 (27.4%) in 1997 as compared to 1996. This increase was
primarily a result of decreases in the oil and gas prices used in the valuation
of reserves at December 31, 1997 as compared to December 31, 1996. As a
percentage of oil and gas sales, this expense increased to 8.0% in 1997 from
6.7% in 1996. This percentage increase was primarily due to the dollar increase
in depreciation, depletion, and amortization.
General and administrative expenses increased $2,237 (4.1%) in 1997 as
compared to 1996. As a percentage of oil and gas sales, this expense remained
relatively constant at 13.2% in 1997 as compared to 13.5% in 1996.
1985-2 Program
--------------
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
-------------------------------------
Total oil and gas sales decreased $61,783 (32.9%) in 1998 as compared to
1997. Of this decrease, approximately $11,000 and $26,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $15,000
and $21,000, respectively, were related to decreases in the average prices of
oil and gas sold. These decreases were partially offset by an increase of
approximately $11,000 related to a refund by the 1985-2 Program in 1997 of a
prior oil overpayment. Volumes of oil and gas sold decreased 566 barrels and
11,051 Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes
of oil sold resulted primarily from the curtailment of oil sales on one well due
to low oil prices. The decrease in volumes of gas sold resulted primarily from
(i) the sale of two wells during 1998, (ii) the 1985-2 Program receiving a
decreased percentage of sales on one well during 1998 due to the 1985-2
Program's overproduced gas balancing position in that well, and (iii) positive
prior period volume adjustments made by purchasers on several wells during 1997.
Average oil and gas prices decreased to $12.80 per barrel and $1.96 per Mcf,
respectively, in 1998 from $18.87 per barrel and $2.39 per Mcf, respectively, in
1997.
As discussed in "Liquidity and Capital Resources" below, during the fourth
quarter of 1998 the 1985-2 Program sold for $15,938 two wells which had no
reserves that could be economically recovered. The proceeds from these sales
would have reduced the net book value of the oil and gas properties by 30%,
-21-
<PAGE>
significantly altering the 1985-2 Program's capitalized cost/proved reserves
relationship. Accordingly, capitalized costs were not reduced and a gain on sale
of oil and gas properties of $15,938 was recognized. No such sales occurred
during 1997.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $18,649 (39.5%) in 1998 as compared to 1997. This
percentage increase resulted primarily from credits received during 1997 from
the operator on one sold well for prior period lease operating expenses. As a
percentage of oil and gas sales, these expenses increased to 52.2% in 1998 from
25.1% in 1997. This percentage increase was primarily due to the dollar increase
in oil and gas production expenses and the decreases in the average prices of
oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $3,153 (27.2%) in 1998 as compared to 1997. This decrease resulted
primarily from the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, this expense increased to 6.7% in 1998 from 6.2% in 1997.
General and administrative expenses decreased $4,109 (7.4%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 40.8% in 1998 from 29.6% in 1997. This percentage increase was primarily due
to the decrease in oil and gas sales.
Year Ended December 31, 1997 Compared
to Year Ended December 31, 1996
-------------------------------------
Total oil and gas sales decreased $42,309 (18.4%) in 1997 as compared to
1996. Of this decrease, approximately $21,000 and $20,000, respectively, related
to decreases in volumes of oil and gas sold, approximately $5,000 related to a
decrease in the average price of oil sold, and approximately $11,000 related to
a refund of prior oil sales, which decreases were partially offset by an
increase of approximately $14,000 related to an increase in the average price of
gas sold. Volumes of oil and gas sold decreased 1,008 barrels and 9,130 Mcf,
respectively, in 1997 as compared to 1996. The decreases in volumes of oil and
gas sold resulted primarily from (i) normal declines in production, (ii) the
shutting in of one well by the operator during a portion of 1997, and (iii) the
sale of another well in 1996. Average oil prices decreased to $18.87 per barrel
in 1997 from $20.54 per barrel in 1996. Average gas prices increased to $2.39
per Mcf in 1997 from $2.16 per Mcf in 1996.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $30,761 (39.4%) in 1997 as compared to 1996. This
decrease resulted primarily from (i)
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<PAGE>
the decrease in volumes of oil and gas sold, (ii) a credit received from the
operator of one well during 1997, (iii) the shutting-in of one well by the
operator during a portion of 1997, and (iv) the sale of one well in 1996. As a
percentage of oil and gas sales, these expenses decreased to 25.1% in 1997 from
33.9% in 1996. This percentage decrease was primarily due to the dollar decrease
in oil and gas production expenses and the increase in the average price of gas
sold in 1997 as compared to 1996.
Depreciation, depletion, and amortization of oil and gas properties
increased $1,699 (17.1%) in 1997 as compared to 1996. This increase was
primarily a result of decreases in the oil and gas prices used in the valuation
of reserves at December 31, 1997 as compared to December 31, 1996. As a
percentage of oil and gas sales, these expenses increased to 6.2% in 1997 from
4.3% in 1996. This percentage increase was primarily due to the dollar increase
in depreciation, depletion, and amortization.
General and administrative expenses increased $2,317 (4.3%) in 1997 as
compared to 1996. As a percentage of oil and gas sales, these expenses increased
to 29.6% in 1997 from 23.2% in 1996. 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 1985-1 and 1985-2 Programs' proved reserve quantities at December 31, 1998
would have remaining lives of approximately 4.3 and 5.4 years, respectively, for
gas reserves and 7.0 and 3.2 years, respectively, for oil reserves. However,
since the Programs' reserve estimates are based on oil and gas prices at
December 31, 1998, it is possible that a significant decrease in oil and gas
prices from December 31, 1998 levels will reduce such reserves and their
corresponding life-span.
The Programs' 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 Programs for well completions or workovers, however, may reduce or eliminate
cash available for a particular quarterly cash distribution. The Programs have
no debt commitments. Cash for
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<PAGE>
operational purposes will be provided by current oil and gas production.
The 1985-2 Program's Statement of Cash Flows for the year ended December
31, 1998 includes proceeds from the sale of oil and gas properties during 1998.
It is possible that the 1985-2 Program's repurchase values and future cash
distributions could be reduced as a result of the disposition of these
properties. On the other hand, the General Partner believes there will be
beneficial operating efficiencies related to the 1985-2 Program's remaining
properties. This is primarily due to the fact that the properties sold generally
bore a higher ratio of operating expenses as compared to reserves that the
1985-2 Program's remaining properties.
There can be no assurance as to the amount of the Programs' future cash
distributions. The Programs' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Programs'
operating activities, which will be affected (either positively or negatively)
by many factors beyond the control of the Programs, 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 Programs are not replacing production through acquisitions
of producing properties and drilling.
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 1998.
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
In General
The Year 2000 Issue ("Y2K") 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. For example, computer programs and
imbedded chips that are date sensitive may recognize a date using
-24-
<PAGE>
(00) as the year 1900 rather than the year 2000. The consequence of Y2K is that
computer and imbedded processing systems may be at risk of malfunctioning,
particularly during the transition from 1999 to 2000.
The effects of Y2K are exacerbated by the interdependence of computer and
telecommunication systems throughout the world. This interdependence also exists
among the Programs, Samson, and their vendors, customers, and business partners,
as well as with regulators. The potential risks associated with Y2K for an oil
and gas production company fall into three general areas: (i) financial,
leasehold and administrative computer systems, (ii) imbedded systems in field
process control units, and (iii) third party exposures. As discussed below, Dyco
does not believe that these risks will be material to the Programs' operations.
The Programs' business is producing oil and gas. The day-to-day production
of the Programs' oil and gas is not dependent on computers or equipment with
imbedded chips. As further discussed below, management anticipates that the
Programs' daily business activities will not be materially affected by Y2K.
The Programs rely on Samson to provide all of its operational and
administrative services on either a direct or indirect basis. Samson is
addressing each of the three Y2K areas discussed above through a readiness
process that seeks to:
1. increase the awareness of the issue among key employees;
2. identify areas of potential risk;
3. assess the relative impact of these risks and Samson's ability to
manage them; and
4. remediate these risks on a priority basis wherever possible.
Samson Investment Company's Chief Financial Officer is responsible for
communicating to its Board of Directors Y2K actions and for the ultimate
implementation of its Y2K plan. He has delegated to Samson Investment Company's
Senior Vice President-Technology and Administrative Services principal
responsibility for ensuring Y2K compliance within Samson.
Samson has been planning for the impact of Y2K on its information
technology systems since 1993. As of March 1, 1999, Samson is in the final
stages of implementation of a Y2K plan, as summarized below:
Financial and Administrative Systems
1. Awareness. Samson has alerted its officers, managers and supervisors
of Y2K issues and asked them to have their employees participate in the
identification of potential Y2K
-25-
<PAGE>
risks which might otherwise go unnoticed by higher level employees and officers.
As a result, awareness of the issue is considered high.
2. Risk Identification. Samson's most significant financial and
administrative systems exposure is the Y2K status of the accounting and land
administration system used to collect and manage data for internal management
decision making and for external revenue and accounts payable purposes. Other
concerns include network hardware and software, desktop computing hardware and
software, telecommunications, and office space readiness.
3. Risk Assessment. The failure to identify and correct a material Y2K
problem could result in inaccurate or untimely financial information for
management decision-making or cash flow and payment purposes, including
maintaining oil and gas leases.
4. Remediation. Since 1993, Samson has been upgrading its accounting and
land administration software. Substantially all of the Y2K upgrades have been
completed, with the remainder scheduled to be completed during the 2nd quarter
of 1999. In addition, in 1997 and 1998 Samson replaced or applied software
patches to substantially all of its network and desktop software applications
and believes them to be generally Y2K compliant. Additional patches or software
upgrades will be applied no later than May 15, 1999 to complete this process.
The costs of all such risk assessments and remediation are not expected to be
material to the Programs.
5. Contingency Planning. Notwithstanding the foregoing, should there be
significant unanticipated disruptions in Samson's financial and administrative
systems, all of the accounting processes that are currently automated will need
to be performed manually. Samson will consider in the second half of 1999 its
options with respect to contingency arrangements for temporary staffing to
accommodate such situations.
Imbedded Systems
1. Awareness. Samson's Y2K program has involved all levels of field
personnel from production foremen and higher. Employees at all levels of the
organization have been asked to participate in the identification of potential
Y2K risks, which might otherwise go unnoticed by higher level employees and
officers of Samson, and as a result, awareness of the issue is considered high.
2. Risk Identification. Samson has inventoried all possible exposures to
imbedded chips and systems. Such exposures can be classified as either (i) oil
and gas production and processing equipment or (ii) office machines such as
faxes,
-26-
<PAGE>
copiers, phones, etc.
With respect to oil and gas production and processing equipment, neither
Samson nor the Programs operate offshore wells, significant processing plants,
or wells with older electronic monitoring systems. As a result, Samson's
inventory identified less than 10 applications using imbedded chips. All of
these are in the process of being tested by the respective vendors and are
expected to be Y2K compliant or replaced no later than May 30, 1999. Oil and gas
production related to such equipment is very minor with respect to the entire
Samson group, and, in fact, the Programs' production may not use such equipment
at all.
Office machines are currently being tested by Samson and vendors. It is
expected that such machines will be made compliant or replaced no later than May
15, 1999.
3. Risk Assessment and Remediation. The failure to identify and correct a
material Y2K problem in an imbedded system could result in outcomes ranging from
errors in data reporting to curtailments or shutdowns in production. As noted
above, Samson has identified less than 10 imbedded system applications that may
have a Y2K problem. None of these applications are believed to be material to
Samson or the Programs. Once identified, assessed and prioritized, Samson
intends to test and upgrade imbedded components and systems in field process
control units deemed to pose the greatest risk of significant non-compliance and
capable of testing. Samson believes that sufficient manual processes are
available to minimize any such field level risk and that there will be no
material impact on the Programs with respect to these applications.
4. Contingency Planning. Should material production disruptions occur as
a result of Y2K failures in field operations, Samson will utilize its existing
field personnel in an attempt to avoid any material impact on operating cash
flow. Samson is not able to quantify any potential exposure in the event of
systems failure or inadequate manual alternatives.
Third Party Exposures
1. Awareness. Samson has advised management to consider Y2K implications
with its outside vendors, customers, and business partners. Management has been
asked to participate in the identification of potential third party Y2K risks
and, as a result, awareness of the issue is considered high.
2. Risk Identification. Samson's most significant third party Y2K
exposure is its dependence on third parties for the receipt of revenues from oil
and gas sales. However, virtually
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<PAGE>
all of these purchasers are very large and sophisticated companies. Other Y2K
concerns include the availability of electric power to Samson's field
operations, the integrity of telecommunication systems, and the readiness of
commercial banks to execute electronic fund transfers.
3. Risk Assessment. Because of the high awareness of the Y2K problem in
the U.S., Samson has not undertaken and does not plan to undertake a formal
company wide plan to make inquiries of third parties on the subject of Y2K
readiness. If it did so, Samson has no ability to require responses to such
inquiries or to independently verify their accuracy. Samson has, however,
received oral assurances from its significant oil and gas purchasers of Y2K
compliance. If significant disruptions from major purchasers were to occur,
however, there could be a material and adverse impact on the Programs' results
of operations, liquidity, and financial conditions.
It is important to note that third party oil and gas purchasers have
significant incentives to avoid disruptions arising from a Y2K failure. For
example, most of these parties are under contractual obligations to purchase oil
and gas or disperse revenues to Samson. The failure to do so will result in
contractual and statutory penalties. Therefore, Dyco believes that it is
unlikely that there will be material third party non-compliance with purchase
and remittance obligations as a result of Y2K issues.
4. Remediation. Where Samson perceives significant risk of Y2K
non-compliance that may have a material impact on it, and where the relationship
between Samson and a vendor, customer, or business partner permits, joint
testing may be undertaken during 1999 to further identify these risks.
5. Contingency Planning. In the unlikely event that material production
disruptions occur as a result of Y2K failures of third parties, the Programs'
operating cash flow could be impacted. This contingency will be factored into
deliberations on the level of quarterly cash distributions paid out during any
such period of cash flow disruption.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
The Programs do not hold any market risk sensitive instruments.
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<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1985-1 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
1985-1 Limited Partnership, a Minnesota limited partnership, at December 31,
1998 and 1997, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles. 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 generally accepted
auditing standards 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 18, 1999
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<PAGE>
DYCO OIL AND GAS PROGRAM
1985-1 LIMITED PARTNERSHIP
Balance Sheets
December 31, 1998 and 1997
ASSETS
------
1998 1997
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 31,245 $ 43,585
Accrued oil and gas sales 41,516 83,721
------- -------
Total current assets $ 72,761 $127,306
NET OIL AND GAS PROPERTIES, utilizing the
full cost method 117,026 141,913
DEFERRED CHARGE 20,732 14,434
------- -------
$210,519 $283,653
======= =======
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Accounts payable $ 6,793 $ 6,485
Gas imbalance payable - 13,160
------- -------
Total current liabilities $ 6,793 $ 19,645
ACCRUED LIABILITY $ 39,184 $ 23,955
PARTNERS' CAPITAL:
General Partner, 41 general partner
units $ 1,645 $ 2,400
Limited Partners, issued and
outstanding 4,100 Units 162,897 237,653
------- -------
Total Partners' capital $164,542 $240,053
------- -------
$210,519 $283,653
======= =======
The accompanying notes are an integral part of these
financial statements.
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<PAGE>
DYCO OIL AND GAS PROGRAM
1985-1 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 1998, 1997, and 1996
1998 1997 1996
-------- -------- --------
REVENUES:
Oil and gas sales $316,720 $434,576 $408,826
Interest 3,100 3,586 2,345
------- ------- -------
$319,820 $438,162 $411,171
COSTS AND EXPENSES:
Lease operating $ 86,362 $ 58,594 $ 63,559
Production taxes 22,453 35,055 29,783
Depreciation, depletion, and
amortization of oil and gas
properties 25,912 34,859 27,369
General and administrative 53,554 57,406 55,169
------- ------- -------
$188,281 $185,914 $175,880
------- ------- -------
NET INCOME $131,539 $252,248 $235,291
======= ======= =======
GENERAL PARTNER (1%) - NET INCOME $ 1,315 $ 2,522 $ 2,353
======= ======= =======
LIMITED PARTNERS (99%) - NET INCOME $130,224 $249,726 $232,938
======= ======= =======
NET INCOME per Unit $ 31.77 $ 60.91 $ 56.82
======= ======= =======
UNITS OUTSTANDING 4,141 4,141 4,141
======= ======= =======
The accompanying notes are an integral part of these
financial statements.
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<PAGE>
DYCO OIL AND GAS PROGRAM
1985-1 LIMITED PARTNERSHIP
Statements of Changes in Partners' Capital
For the Years Ended December 31, 1998, 1997, and 1996
General Limited
Partner Partners Total
-------- ---------- ----------
Balances at Dec. 31, 1995 $2,908 $287,936 $290,844
Cash distributions ( 1,863) ( 184,482) ( 186,345)
Net income 2,353 232,938 235,291
----- ------- -------
Balances at Dec. 31, 1996 $3,398 $336,392 $339,790
Cash distributions ( 3,520) ( 348,465) ( 351,985)
Net income 2,522 249,726 252,248
----- ------- -------
Balances at Dec. 31, 1997 $2,400 $237,653 $240,053
Cash distributions ( 2,070) ( 204,980) ( 207,050)
Net income 1,315 130,224 131,539
----- ------- -------
Balances at Dec. 31, 1998 $1,645 $162,897 $164,542
===== ======= =======
The accompanying notes are an integral part of these
financial statements.
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<PAGE>
DYCO OIL AND GAS PROGRAM
1985-1 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 1998, 1997, and 1996
1998 1997 1996
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $131,539 $252,248 $235,291
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 25,912 34,859 27,369
(Increase) decrease in accrued
oil and gas sales 42,205 11,737 ( 33,236)
(Increase) decrease in deferred
charge ( 6,298) 1,085 ( 10,778)
Increase (decrease) in accounts
payable 308 569 ( 4,037)
Increase (decrease) in gas imbalance
payable ( 13,160) 13,160 -
Increase (decrease) in accrued
liability 15,229 ( 5,747) 1,270
------- ------- -------
Net cash provided by operating
activities $195,735 $307,911 $215,879
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of oil
and gas properties $ 492 $ 935 $ 907
Additions to oil and gas properties ( 1,517) - ( 2,213)
------- ------- -------
Net cash provided (used) by
investing activities ($ 1,025) $ 935 ($ 1,306)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash Distributions ($207,050) ($351,985) ($186,345)
------- ------- -------
Net cash used by financing activities ($207,050) ($351,985) ($186,345)
------- ------- -------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ($ 12,340) ($ 43,139) $ 28,228
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 43,585 86,724 58,496
------- ------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 31,245 $ 43,585 $ 86,724
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
-33-
<PAGE>
DYCO OIL AND GAS PROGRAM 1985-1 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 1998, 1997, and 1996
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1985-1 Limited Partnership (the
"Program"), a Minnesota limited partnership, commenced operations on April
1, 1985. Dyco Petroleum Corporation ("Dyco") is the General Partner of the
Program. Affiliates of Dyco owned 1,394 (34.0%) of the Program's Units at
December 31, 1998.
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 for 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
-34-
<PAGE>
amortization rates per equivalent Mcf of gas produced during the years
ended December 31, 1998, 1997, and 1996 were $ .16, $0.17, and $0.14,
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, 1998 and 1997 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, 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 45,465 Mcf, resulting in prepaid
lease operating expenses of $20,732. At December 31, 1997, 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
42,204 Mcf, resulting in prepaid lease operating expenses of $14,434.
Accrued Liability
The Accrued Liability at December 31, 1998 and 1997 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, 1998, cumulative total gas sales volumes
for overproduced wells exceeded the Program's pro-rata share of total gas
production from these wells by 85,930 Mcf, resulting in accrued lease
operating expenses of $39,184. At December 31, 1997, cumulative total gas
sales volumes for overproduced wells exceeded the Program's pro-rata share
of total gas production from these wells by 70,045 Mcf, resulting in
accrued lease operating expenses of $23,955.
-35-
<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 income
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 income 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, 1998, no such liability was
recorded. At December 31, 1997, total sales exceeded the Program's share
of estimated total gas reserves on one well by $13,160 (8,773 Mcf). This
amount was recorded as gas imbalance payable at December 31, 1997 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.
-36-
<PAGE>
2. TRANSACTIONS WITH RELATED PARTIES
Under the terms of the Program's partnership agreement, Dyco is
entitled to receive a reimbursement for all direct expenses and general
and administrative, geological, and engineering expenses it incurs on
behalf of the Program. During the years ended December 31, 1998, 1997, and
1996, such expenses totaled $53,554, $57,406, and $55,169, respectively,
of which $42,840 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 purchasers individually accounted for 10% or more of
the combined oil and gas revenues of the Program for the years ended
December 31, 1998, 1997, and 1996:
Purchaser 1998 1997 1996
--------- ----- ----- -----
El Paso Energy
Marketing Company 79.2% 74.1% 74.9%
Sanguine, Ltd. 11.3% 15.5% 17.9%
In the event of interruption of purchases by these significant
customers 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.
-37-
<PAGE>
Capitalized Costs
The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance at December 31, 1998 and
1997 were as follows:
December 31,
-------------------------------
1998 1997
------------- -------------
Proved properties $20,981,447 $20,980,422
Less accumulated depreciation,
depletion, amortization, and
valuation allowance ( 20,864,421) ( 20,838,509)
---------- ----------
Net oil and gas properties $ 117,026 $ 141,913
========== ==========
Costs Incurred
The Program incurred no oil and gas property acquisition or
exploration costs during 1998, 1997, and 1996. Costs incurred by the
Program in connection with its oil and gas property development activities
during 1998, 1997, and 1996 were as follows:
December 31,
-----------------------------
1998 1997 1996
------ ------ -------
Development costs $1,517 $ - $2,213
===== ===== =====
-38-
<PAGE>
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 oil and gas reserves for the years ended December 31, 1998,
1997, and 1996. Proved reserves were estimated by petroleum engineers employed
by affiliates of Dyco. All of the Program's reserves are located in the United
States and there are no proved undeveloped reserves. The following information
includes certain gas balancing adjustments which cause the gas volumes to differ
from the reserve information prepared by Dyco.
<TABLE>
<CAPTION>
1998 1997 1996
-------------------- --------------------- ---------------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
-------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Proved reserves,
beginning of year 1,525 771,783 1,975 732,477 35,788 597,729
Revisions of previous
estimates 728 109,278 ( 28) 240,188 ( 444) 242,711
Sales of reserves(1)(2) - - - - (33,982) ( 18,334)
Purchases of reserves(1) - - - - 824 101,534
Production ( 283) (165,027) ( 422) (200,882) ( 211) (191,163)
----- ------- ----- ------- ------ -------
Proved reserves,
end of year 1,970 716,034 1,525 771,783 1,975 732,477
===== ======= ===== ======= ====== =======
Proved developed reserves:
Beginning of year 1,525 771,783 1,975 732,477 35,788 597,729
----- ------- ----- ------- ------ -------
End of year 1,970 716,034 1,525 771,783 1,975 732,477
===== ======= ===== ======= ====== =======
- -----------------
(1) These purchases and sales were non-cash exchanges of oil and gas reserves.
(2) A significant portion of these reserves were behind pipe and would have
required significant capital expenditures in order to produce the reserves.
</TABLE>
-39-
<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, 1998 using oil and gas prices of $9.50 per barrel and $2.03 per Mcf,
respectively.
-40-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1985-2 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
1985-2 Limited Partnership, a Minnesota limited partnership, at December 31,
1998 and 1997, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles. 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 generally accepted
auditing standards 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 18, 1999
-41-
<PAGE>
DYCO OIL AND GAS PROGRAM
1985-2 LIMITED PARTNERSHIP
Balance Sheets
December 31, 1998 and 1997
ASSETS
------
1998 1997
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 26,412 $ 68,271
Accrued oil and gas sales 13,786 31,074
------- -------
Total current assets $ 40,198 $ 99,345
NET OIL AND GAS PROPERTIES, utilizing the
full cost method 39,823 53,942
DEFERRED CHARGE 54,175 48,160
------- -------
$134,196 $201,447
======= =======
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Accounts payable $ 4,238 $ 2,718
------- -------
Total current liabilities $ 4,238 $ 2,718
ACCRUED LIABILITY $ 8,218 $ 7,515
PARTNERS' CAPITAL:
General Partner, 44 general partner
units $ 1,217 $ 1,912
Limited Partners, issued and
outstanding, 4,330 Units 120,523 189,302
------- -------
Total Partners' capital $121,740 $191,214
------- -------
$134,196 $201,447
======= =======
The accompanying notes are an integral part of these
financial statements.
-42-
<PAGE>
DYCO OIL AND GAS PROGRAM
1985-2 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 1998, 1997, and 1996
1998 1997 1996
--------- --------- --------
REVENUES:
Oil and gas sales $126,100 $187,883 $230,192
Interest 1,809 1,671 2,302
Gain on sale of
oil and gas properties 15,938 - -
------- ------- -------
$143,847 $189,554 $232,494
COSTS AND EXPENSES:
Lease operating $ 56,430 $ 33,442 $ 61,178
Production taxes 9,450 13,789 16,814
Depreciation, depletion, and
amortization of oil and gas
properties 8,457 11,610 9,911
General and administrative 51,504 55,613 53,296
------- ------- -------
$125,841 $114,454 $141,199
------- ------- -------
NET INCOME $ 18,006 $ 75,100 $ 91,295
======= ======= =======
GENERAL PARTNER (1%) - NET
INCOME $ 180 $ 751 $ 913
======= ======= =======
LIMITED PARTNERS (99%) - NET
INCOME $ 17,826 $ 74,349 $ 90,382
======= ======= =======
NET INCOME per Unit $ 4.12 $ 17.17 $ 20.87
======= ======= =======
UNITS OUTSTANDING 4,374 4,374 4,374
======= ======= =======
The accompanying notes are an integral part of these
financial statements.
-43-
<PAGE>
DYCO OIL AND GAS PROGRAM 1985-2
LIMITED PARTNERSHIP
Statements of Changes in Partners' Capital
For the Years Ended December 31, 1998, 1997, and 1996
General Limited
Partner Partners Total
-------- ---------- ----------
Balances at Dec. 31, 1995 $2,872 $284,387 $287,259
Cash distributions ( 1,531) ( 151,559) ( 153,090)
Net income 913 90,382 91,295
----- ------- -------
Balances at Dec. 31, 1996 $2,254 $223,210 $225,464
Cash distributions ( 1,093) ( 108,257) ( 109,350)
Net income 751 74,349 75,100
----- ------- -------
Balances at Dec. 31, 1997 $1,912 $189,302 $191,214
Cash distributions ( 875) ( 86,605) ( 87,480)
Net income 180 17,826 18,006
----- ------- -------
Balances at Dec. 31, 1998 $1,217 $120,523 $121,740
===== ======= =======
The accompanying notes are an integral part of these
financial statements.
-44-
<PAGE>
DYCO OIL AND GAS PROGRAM
1985-2 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 1998, 1997, and 1996
1998 1997 1996
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $18,006 $ 75,100 $ 91,295
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 8,457 11,610 9,911
Gain on sale of oil and
gas properties ( 15,938) - -
(Increase) decrease in accrued
oil and gas sales 17,288 15,471 ( 5,056)
Increase in deferred charge ( 6,015) ( 8,633) ( 11,190)
Increase (decrease) in
accounts payable 1,520 ( 3,480) ( 2,827)
Increase (decrease) in
accrued liability 703 ( 5,384) 2,785
------ ------- -------
Net cash provided by operating
activities $24,021 $ 84,684 $ 84,918
------ ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of oil
and gas properties $21,600 $ 6,664 $ 7,329
Additions to oil and gas
properties - - ( 7,396)
------ ------- -------
Net cash provided (used) by
investing activities $21,600 $ 6,664 ($ 67)
------ ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($87,480) ($109,350) ($153,090)
------ ------- -------
Net cash used by financing
activities ($87,480) ($109,350) ($153,090)
------ ------- -------
NET DECREASE IN CASH
AND CASH EQUIVALENTS ($41,859) ($ 18,002) ($ 68,239)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 68,271 86,273 154,512
------ ------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $26,412 $ 68,271 $ 86,273
====== ======= =======
The accompanying notes are an integral
part of these financial statements.
-45-
<PAGE>
DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 1998, 1997, and 1996
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1985-2 Limited Partnership (the
"Program"), a Minnesota limited partnership, commenced operations on
August 26, 1985. Dyco Petroleum Corporation ("Dyco") is the General
Partner of the Program. Affiliates of Dyco owned 1,562 (36.1%) of the
Program's Units at December 31, 1998.
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 for 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
-46-
<PAGE>
using estimates of proved reserves. The full cost amortization rates per
equivalent Mcf of gas produced during the years ended December 31, 1998,
1997, and 1996 were $ .13, $0.15, and $0.11, 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. During the fourth quarter of 1998, the Program sold
for $15,938 two wells which had no reserves that could be economically
recovered. The proceeds from these sales would have reduced the net book
value of the oil and gas properties by 30%, significantly altering the
Program's capitalized cost/proved reserves relationship. Accordingly,
capitalized costs were not reduced and a gain on sale of oil and gas
properties of $15,938 was recognized.
Deferred Charge
The Deferred Charge at December 31, 1998 and 1997 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, 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 78,973 Mcf, resulting in prepaid
lease operating expenses of $54,175. At December 31, 1997, 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
80,603 Mcf, resulting in prepaid lease operating expenses of $48,160.
Accrued Liability
The Accrued Liability at December 31, 1998 and 1997 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, 1998, cumulative total gas sales volumes
for overproduced wells exceeded the Program's pro-rata share
-47-
<PAGE>
of total gas production from these wells by 11,980 Mcf, resulting in
accrued lease operating expenses of $8,218. At December 31, 1997,
cumulative total gas sales volumes for overproduced wells exceeded the
Program's pro-rata share of total gas production from these wells by
12,577 Mcf, resulting in accrued lease operating expenses of $7,515.
Oil and Gas Sales
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 income
when the gas is metered and title transferred 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 income 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. At December 31, 1998
and 1997, no such liability was recorded.
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 and the accrued liability 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.
-48-
<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 Program. During the years ended December 31, 1998, 1997, and 1996,
such expenses totaled $51,504, $55,613, and $53,296, respectively, of
which $40,272 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 purchasers individually accounted for 10% or more of
the combined oil and gas revenues of the Program for the years ended
December 31, 1998, 1997, and 1996:
Purchaser 1998 1997 1996
--------- ----- ----- -----
El Paso Energy
Marketing Company 54.6% 52.7% 36.8%
Sanguine, Ltd. - - % 12.0%
Mobil Oil Corporation 12.6% 15.0% 15.9%
Koch Oil Company 11.4% 14.1% 14.8%
In the event of interruption of purchases by these significant
customers 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.
-49-
<PAGE>
Capitalized Costs
The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance at December 31, 1998 and
1997 were as follows:
December 31,
-------------------------------
1998 1997
------------- -------------
Proved properties $22,431,129 $22,436,791
Less accumulated depreciation,
depletion, amortization, and
valuation allowance ( 22,391,306) ( 22,382,849)
---------- ----------
Net oil and gas properties $ 39,823 $ 53,942
========== ==========
Costs Incurred
The Program incurred no oil and gas property acquisition or
exploration costs during 1998, 1997, and 1996. Costs incurred by the
Program in connection with its oil and gas property development activities
during 1998, 1997, and 1996 were as follows:
December 31,
------------------------------
1998 1997 1996
---- ---- -----
Development costs $ - $ - $7,396
==== ==== =====
-50-
<PAGE>
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 oil and gas reserves for the years ended December 31,
1998, 1997, and 1996. Proved reserves were estimated by petroleum
engineers employed by affiliates of Dyco. 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.
<TABLE>
<CAPTION>
1998 1997 1996
--------------------- --------------------- ---------------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
-------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Proved reserves,
beginning of year 10,595 307,346 18,235 338,081 19,285 353,387
Revisions of previous
estimates ( 455) 5,803 ( 4,677) 29,062 10,204 46,689
Sales of reserves(1)(2) - ( 379) - - ( 7,380) ( 5,145)
Purchases of reserves(1) - - - - 97 12,077
Production ( 2,397) ( 48,746) ( 2,963) ( 59,797) ( 3,971) ( 68,927)
------ ------- ------ ------- ------ -------
Proved reserves,
end of year 7,743 264,024 10,595 307,346 18,235 338,081
====== ======= ====== ======= ====== =======
Proved developed reserves:
Beginning of year 10,595 307,346 18,235 338,081 19,285 353,387
------ ------- ------ ------- ------ -------
End of year 7,743 264,024 10,595 307,346 18,235 338,081
====== ======= ====== ======= ====== =======
- --------------------
(1) The purchases and sales during 1996 were non-cash exchanges of oil and gas
reserves.
(2) A significant portion of the reserves sold were behind pipe and would have
required significant capital expenditures in order to produce the reserves.
</TABLE>
-51-
<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, 1998 using oil and gas prices of $9.50 per barrel and $2.03 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 Programs are limited partnerships and have 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 47 President and Director
Patrick M. Hall 40 Chief Financial Officer
Judy K. Fox 48 Secretary
The director will hold office until the next annual meeting of
shareholders of Dyco and 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
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<PAGE>
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 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 Programs and Dyco, there were no officers,
directors, or ten percent owners who were delinquent filers during 1998 of
reports required under Section 16(a) of the Securities and Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION
The Programs are limited partnerships and, therefore, have no officers or
directors. The following table summarizes the amounts paid by the Programs as
compensation and reimbursements to Dyco and its affiliates for the three years
ended December 31, 1998:
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<PAGE>
Compensation/Reimbursement to Dyco and its affiliates
Three Years Ended December 31, 1998
Type of Compensation/Reimbursement(1) Expense
- ------------------------------------- -----------------------------
1998 1997 1996
------- ------- -------
1985-1 Program
- --------------
Compensation:
Operations (2) (2) (2)
Reimbursements:
General and Administrative,
Geological, and Engineering
Expenses and Direct
Expenses(3) $42,840 $42,840 $42,840
1985-2 Program
- --------------
Compensation:
Operations (2) (2) (2)
Reimbursements:
General and Administrative,
Geological, and Engineering
Expenses and Direct
Expenses(3) $40,272 $40,272 $40,272
- ----------
(1) The authority for all of such compensation and reimbursement is the
Program Agreements. 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 Programs serve as operator of a significant portion of
the Programs' 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 Programs to such affiliates is impossible
to quantify as of the date of this Annual Report.
(3) The Programs reimburse 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 Programs. The directors, officers, and employees of Dyco
and
-54-
<PAGE>
its affiliates receive no direct remuneration from the Programs for their
services to the Programs. See "Salary Reimbursement Table" below. The
allocable general and administrative, geological, and engineering expenses
are apportioned on a reasonable basis between the Programs' 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 Programs 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 Programs for their services. However, to the extent such
services represent direct involvement with the Programs, as opposed to general
corporate functions, such persons' salaries are allocated to and reimbursed by
the Programs. Such allocation to the Programs' general and administrative,
geological, and engineering expenses of the salaries of directors, 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 Programs' operations. 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, 1998:
-55-
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursement
Three Years Ended December 31, 1998
1985-1 Program
--------------
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>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1996 - - - - - - -
Dennis R. Neill, 1996 - - - - - - -
President(2)(3) 1997 - - - - - - -
1998 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1996 $25,061 - - - - - -
1997 $25,593 - - - - - -
1998 $25,353 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Dyco until
June 30, 1996.
(2) The general and administrative expenses paid by the 1985-1 Program and attributable
to salary reimbursements do not include any salary or other compensation attributable
to Mr. Tholen or Mr. Neill.
(3) Mr. Neill became President of Dyco on June 30, 1996.
(4) No officer or director of Dyco or its affiliates provides full-time
services to the 1985-1 Program and no individual's salary or other
compensation reimbursement from the 1985-1 Program equals or exceeds
$100,000 per annum.
</TABLE>
-56-
<PAGE>
<TABLE>
<CAPTION>
1985-2 Program
--------------
Long Term Compensation
------------------------------
Annual Compensation Awards Payouts
--------------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1996 - - - - - - -
Dennis R. Neill, 1996 - - - - - - -
President(2)(3) 1997 - - - - - - -
1998 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1996 $23,559 - - - - - -
1997 $24,058 - - - - - -
1998 $23,833 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Dyco until
June 30, 1996.
(2) The general and administrative expenses paid by the 1985-2 Program and attributable
to salary reimbursements do not include any salary or other compensation
attributable to Mr. Tholen or Mr. Neill.
(3) Mr. Neill became President of Dyco on June 30, 1996.
(4) No officer or director of Dyco or its affiliates provides full-time
services to the 1985-2 Program and no individual's salary or other
compensation reimbursement from the 1985-2 Program equals or exceeds
$100,000 per annum.
</TABLE>
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<PAGE>
Samson maintains necessary inventories of new and used field equipment.
Samson may have provided some of this equipment for wells in which the Programs
have an interest. This equipment 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 Programs for a portion of such costs based upon the
Programs' 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 Programs' Units as of March 1, 1999 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)
--------------------------------- -----------------
1985-1 Program:
--------------
Samson Resources Company 1,394 (34.0%)
All directors, officers, and
affiliates of Dyco as a group
and Dyco (5 persons) 1,394 (34.0%)
1985-2 Program:
--------------
Samson Resources Company 1,570 (36.3%)
All directors, officers, and
affiliates of Dyco as a group
and Dyco (5 persons) 1,570 (36.3%)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain affiliates of Dyco engage in oil and gas activities independently
of the Programs which result in conflicts of interest that cannot be totally
eliminated. The allocation of acquisition and drilling opportunities and the
nature of the compensation
-58-
<PAGE>
arrangements between the Programs and such affiliates also create potential
conflicts of interest. An affiliate of Dyco owns a significant amount of the
Programs' Units and therefore has an identity of interest with other limited
partners with respect to the operations of the Programs.
In order to attempt to assure limited liability for limited partners as
well as an orderly conduct of business, management of the Programs is exercised
solely by Dyco. The Program Agreements grant Dyco broad discretionary authority
with respect to the Programs' participation in drilling prospects and
expenditure and control of funds, including borrowings. These provisions are
similar to those contained in prospectuses and partnership agreements for other
public oil and gas partnerships. Broad discretion as to general management of
the Programs involves circumstances where Dyco has conflicts of interest and
where it must allocate costs and expenses, or opportunities, among the Programs
and other competing interests.
Dyco does not devote all of its time, efforts, and personnel exclusively
to the Programs. Furthermore, the Programs do not have any employees, but
instead rely on the personnel of Samson. The Programs thus compete with the
Samson Companies (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 Programs 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
Programs' 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 a 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 Programs' 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 34% and 36%, respectively, of the 1985-1 and 1985-2 Programs'
outstanding Units as of March 1, 1999. The Program Agreements permit 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.
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<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 Programs as of December 31, 1998 and 1997 and for the
years ended December 31, 1998, 1997, and 1996 are filed as
part of this report:
Reports 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 April 1, 1985 for Dyco Oil and
Gas Program 1985-1 by and between Dyco Oil and Gas
Program 1985-1, 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 8, 1992
and is hereby incorporated by reference.
4.2 Program Agreement dated April 1, 1985 for Dyco Oil and
Gas Program 1985-1 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 8, 1992 and is hereby incorporated by
reference.
4.3 Amendment to Program Agreement for Dyco Oil and Gas
Program 1985-1 dated February 9, 1989 filed as Exhibit
4.3 to Annual Report on Form 10K for the year ended
December 31, 1991 on April 8, 1992 and is hereby
incorporated by reference.
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<PAGE>
4.4 Certificate of Limited Partnership, as amended, for Dyco
Oil and Gas Program 1985-1 Limited Partnership filed as
Exhibit 4.4 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 8, 1992 and is hereby
incorporated by reference.
4.5 Drilling Agreement dated August 26, 1985 for Dyco Oil
and Gas Program 1985-2 by and between Dyco Oil and Gas
Program 1985-2, Dyco Petroleum Corporation, and Jaye F.
Dyer filed as Exhibit 4.5 to Annual Report on Form 10-K
for the year ended December 31, 1991 on April 8, 1992
and is hereby incorporated by reference.
4.6 Program Agreement dated August 26, 1985 for Dyco Oil and
Gas Program 1985-2 by and between Dyco Petroleum
Corporation and the Participants filed as Exhibit 4.6 to
Annual Report on Form 10-K for the year ended December
31, 1991 on April 8, 1992 and is hereby incorporated by
reference.
4.7 Amendment to Program Agreement for Dyco Oil and Gas
Program 1985-2 dated February 9, 1989 filed as Exhibit
4.7 to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 8, 1992 and is hereby
incorporated by reference.
4.8 Certificate of Limited Partnership, as amended, for Dyco
Oil and Gas Program 1985-2 Limited Partnership filed as
Exhibit 4.8 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 8, 1992 and is hereby
incorporated by reference.
*27.1 Financial Data Schedule containing summary financial
information extracted from the Dyco Oil and Gas Program
1985-1 Limited Partnership's financial statements as of
December 31, 1998 and for the year ended December 31,
1998.
*27.2 Financial Data Schedule containing summary financial
information extracted from the Dyco Oil and Gas Program
1985-2 Limited Partnership's financial statements as of
December 31, 1998 and for the year ended December 31,
1998.
-61-
<PAGE>
All other Exhibits are omitted as inapplicable.
-----------------
* Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 1998:
None.
-62-
<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 1985-1
LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION
General Partner
March 26, 1999
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 26, 1999
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall Chief Financial March 26, 1999
------------------- Officer (Principal
Patrick M. Hall Financial and
Accounting Officer)
/s/Judy K. Fox Secretary March 26, 1999
-------------------
Judy K. Fox
-63-
<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 1985-2
LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION
General Partner
March 26, 1999
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 26, 1999
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall Chief Financial March 26, 1999
------------------- Officer (Principal
Patrick M. Hall Financial and
Accounting Officer)
/s/Judy K. Fox Secretary March 26, 1999
-------------------
Judy K. Fox
-64-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Drilling Agreement dated April 1, 1985 for Dyco Oil and Gas Program
1985-1 by and between Dyco Oil and Gas Program 1985-1, 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 8, 1992 and is hereby incorporated by reference.
4.2 Program Agreement dated April 1, 1985 for Dyco Oil and Gas Program
1985-1 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 8, 1992 and is hereby
incorporated by reference.
4.3 Amendment to Program Agreement for Dyco Oil and Gas Program 1985-1
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 8, 1992 and is
hereby incorporated by reference.
4.4 Certificate of Limited Partnership, as amended, for Dyco Oil and Gas
Program 1985-1 Limited Partnership filed as Exhibit 4.4 to Annual
Report on Form 10-K for the year ended December 31, 1991 on April 8,
1992 and is hereby incorporated by reference.
4.5 Drilling Agreement dated August 26, 1985 for Dyco Oil and Gas
Program 1985-2 by and between Dyco Oil and Gas Program 1985-2, Dyco
Petroleum Corporation, and Jaye F. Dyer filed as Exhibit 4.5 to
Annual Report on Form 10-K for the year ended December 31, 1991 on
April 8, 1992 and is hereby incorporated by reference.
4.6 Program Agreement dated August 26, 1985 for Dyco Oil and Gas Program
1985-2 by and between Dyco Petroleum Corporation and the
Participants filed as Exhibit 4.6 to Annual Report on Form 10-K for
the year ended December 31, 1991 on April 8, 1992 and is hereby
incorporated by reference.
4.7 Amendment to Program Agreement for Dyco Oil and Gas Program 1985-2
Limited Partnership dated February 9, 1989 filed as Exhibit 4.7 to
Annual Report on Form 10-K for the year ended December 31, 1991 on
April 8, 1992 and is hereby incorporated by reference.
-65-
<PAGE>
4.8 Certificate of Limited Partnership, as amended, for Dyco Oil and Gas
Program 1985-2 Limited Partnership filed as Exhibit 4.8 to Annual
Report on Form 10-K for the year ended December 31, 1991 on April 8,
1992 and is hereby incorporated by reference.
*27.1 Financial Data Schedule containing summary financial information
extracted from the Dyco Oil and Gas Program 1985-1 Limited
Partnership's financial statements as of December 31, 1998 and for
the year ended December 31, 1998.
*27.2 Financial Data Schedule containing summary financial information
extracted from the Dyco Oil and Gas Program 1985-2 Limited
Partnership's financial statements as of December 31, 1998 and for
the year ended December 31, 1998.
- ------------------
* Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000751255
<NAME> DYCO OIL AND GAS PROGRAM 1985-1 LTD PSHIP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 31,245
<SECURITIES> 0
<RECEIVABLES> 41,516
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 72,761
<PP&E> 20,981,447
<DEPRECIATION> 20,864,421
<TOTAL-ASSETS> 210,519
<CURRENT-LIABILITIES> 6,793
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 164,542
<TOTAL-LIABILITY-AND-EQUITY> 210,519
<SALES> 316,720
<TOTAL-REVENUES> 319,820
<CGS> 0
<TOTAL-COSTS> 188,281
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 131,539
<INCOME-TAX> 0
<INCOME-CONTINUING> 131,539
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 131,539
<EPS-PRIMARY> 31.77
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000751256
<NAME> DYCO OIL AND GAS PROGRAM 1985-2 LTD PSHIP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 26,412
<SECURITIES> 0
<RECEIVABLES> 13,786
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 40,198
<PP&E> 22,431,129
<DEPRECIATION> 22,391,306
<TOTAL-ASSETS> 134,196
<CURRENT-LIABILITIES> 4,238
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 121,740
<TOTAL-LIABILITY-AND-EQUITY> 134,196
<SALES> 126,100
<TOTAL-REVENUES> 143,847
<CGS> 0
<TOTAL-COSTS> 125,841
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 18,006
<INCOME-TAX> 0
<INCOME-CONTINUING> 18,006
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,006
<EPS-PRIMARY> 4.12
<EPS-DILUTED> 0
</TABLE>
