UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  ________________________________________________________________
FORM 10-Q
  ________________________________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 20192020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission File Number: 0-13546
APACHE OFFSHORE INVESTMENT PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 41-1464066
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (713296-6000
Securities registered pursuant to Section 12(b) of the Act: None
 ________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer

Accelerated filer

Emerging growth company
Non-accelerated filer
Smaller reporting company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
Number of registrant's units outstanding as of June 30, 201920201,022




TABLE OF CONTENTSTABLE OF CONTENTS
  
ItemDescription PageDescription Page
PART I - FINANCIAL INFORMATION PART I - FINANCIAL INFORMATION 
1.  
  
2.  
3.  
4.  
PART II - OTHER INFORMATION PART II - OTHER INFORMATION 
1.  
1A.  
2.  
3.  
4.  
5.  
6.  






Forward-Looking Statements and Risk
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding ourthe Partnership’s (as defined below in the Notes to Consolidated Financial Statements) future financial position, business strategy, budgets, projected revenues, projected costs and plans, and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on ourthe Partnership’s examination of historical operating trends, the information that was used to prepare ourthe Partnership’s estimate of proved reserves as of December 31, 2018,2019, and other data in ourits possession or available from third parties. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue”“continue,” “seek,” “guidance,” “might,” “outlook,” “possibly,” “potential,” “should,” “would,” or similar terminology. Although we believethe Partnership believes that the expectations reflected in such forward-looking statements are reasonable weunder the circumstances, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from ourthe Partnership’s expectations include, but are not limited to, ourthe Partnership’s assumptions about:
the scope, duration, and reoccurrence of any epidemics or pandemics (including specifically the coronavirus disease 2019 (COVID-19) pandemic) and the actions taken by third parties, including, but not limited to, governmental authorities, customers, contractors, and suppliers, in response to such epidemics or pandemics;
the market prices of oil, natural gas, NGLsnatural gas liquids (NGLs), and other products or services;
the supply and demand for oil, natural gas, NGLs and other products or services;
pipeline and gathering system capacity;capacity and availability;
production and reserve levels;
drilling risks;
economic and competitive conditions;
the availability of capital resources;
capital expenditure and other contractual obligations;
weather conditions;
inflation rates;
the availability of goods and services;
legislative, regulatory, or regulatorypolicy changes, including environmental regulation;regulation and initiatives addressing the impact of global climate change;
terrorism and cyber-attacks;or cyberattacks;
the capital markets and related risks such as general credit, liquidity, market, and interest-rate risks; and
other factors disclosed under Item 1A – “Risk Factors,” Item 2 – “Properties — Estimated Proved Reserves and Future Net Cash Flows,” Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 7A – “Quantitative and Qualitative Disclosures About Market Risk” and elsewhere in ourthe Partnership’s most recently filed Annual Report on Form 10-K.10-K and other filings that it makes with the Securities and Exchange Commission.
Other factors or events that could cause the Partnership’s actual results to differ may emerge from time to time, and it is not possible for the Partnership to predict all of them. All subsequent written and oral forward-looking statements attributable to the Partnership, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. We assumeExcept as required by law, the Partnership assumes no duty to update or revise ourits forward-looking statements, whether based on changes in internal estimates or expectations, new information, future developments, or otherwise.





PART I — FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED OPERATIONS
(Unaudited)
For the Quarter Ended June 30, For the Six Months Ended June 30,For the Quarter Ended June 30, For the Six Months Ended June 30,
2019 2018 2019 20182020 2019 2020 2019
REVENUES:              
Oil and gas sales$302,027
 $357,112
 $601,538
 $711,520
$93,071
 $302,027
 $324,565
 $601,538
Interest income29,099
 19,045
 56,957
 32,944
5,240
 29,099
 23,312
 56,957
331,126
 376,157
 658,495
 744,464
98,311
 331,126
 347,877
 658,495
EXPENSES:              
Depreciation, depletion and amortization73,540
 77,485
 144,553
 159,107
31,435
 73,540
 95,823
 144,553
Asset retirement obligation accretion19,699
 26,637
 39,150
 52,886
14,688
 19,699
 26,524
 39,150
Lease operating expenses93,115
 120,602
 208,722
 247,336
99,027
 93,115
 206,923
 208,722
Gathering and transportation costs3,928
 4,277
 8,698
 9,260
3,711
 3,928
 8,680
 8,698
Administrative82,134
 80,799
 164,268
 161,602
78,216
 82,134
 160,350
 164,268
272,416
 309,800
 565,391
 630,191
227,077
 272,416
 498,300
 565,391
NET INCOME$58,710
 $66,357
 $93,104
 $114,273
NET INCOME ALLOCATED TO:       
NET INCOME (LOSS)$(128,766) $58,710
 $(150,423) $93,104
NET INCOME (LOSS) ALLOCATED TO:       
Managing Partner$20,614
 $24,948
 $36,130
 $47,454
$(20,444) $20,614
 $(16,648) $36,130
Investing Partners38,096
 41,409
 56,974
 66,819
(108,322) 38,096
 (133,775) 56,974
$58,710
 $66,357
 $93,104
 $114,273
$(128,766) $58,710
 $(150,423) $93,104
NET INCOME PER INVESTING PARTNER UNIT$37
 $41
 $56
 $65
NET INCOME (LOSS) PER INVESTING PARTNER UNIT$(106) $37
 $(131) $56
WEIGHTED AVERAGE INVESTING PARTNER UNITS OUTSTANDING1,021.5
 1,021.5
 1,021.5
 1,021.5
1,021.5
 1,021.5
 1,021.5
 1,021.5
The accompanying notes to consolidated financial statements
are an integral part of this statement.


APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
For the Six Months Ended June 30,For the Six Months Ended June 30,
2019 20182020 2019
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income$93,104
 $114,273
Adjustments to reconcile net income to net cash provided by operating activities:   
Net income (loss)$(150,423) $93,104
Adjustments to reconcile net income (loss) to net cash provided by operating activities:   
Depreciation, depletion and amortization144,553
 159,107
95,823
 144,553
Asset retirement obligation accretion39,150
 52,886
26,524
 39,150
Changes in operating assets and liabilities:      
Accrued receivables21,180
 (37,426)41,780
 21,180
Receivable from/payable to Apache Corporation(842) 837
(7,764) (842)
Accrued operating expenses(14,414) (9,441)(2,472) (14,414)
Asset retirement obligations(129,215) (8,444)(427,638) (129,215)
Net cash provided by operating activities153,516
 271,792
Net cash provided by (used in) operating activities(424,170) 153,516
CASH FLOWS FROM INVESTING ACTIVITIES:      
Additions to oil and gas properties(18,368) (158,404)(8) (18,368)
Net cash used in investing activities(18,368) (158,404)(8) (18,368)
CASH FLOWS FROM FINANCING ACTIVITIES:      
Distributions to Managing Partner(30,565) (34,120)
Contributions from (distributions to) Managing Partner45,179
 (30,565)
Net cash used in financing activities(30,565) (34,120)45,179
 (30,565)
NET INCREASE IN CASH AND CASH EQUIVALENTS104,583
 79,268
NET DECREASE IN CASH AND CASH EQUIVALENTS(378,999) 104,583
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR5,103,336
 5,117,485
5,020,432
 5,103,336
CASH AND CASH EQUIVALENTS, END OF PERIOD$5,207,919
 $5,196,753
$4,641,433
 $5,207,919
The accompanying notes to consolidated financial statements
are an integral part of this statement.


APACHE OFFSHORE INVESTMENT PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited) 
June 30, 2019 December 31, 2018June 30, 2020 December 31, 2019
ASSETS      
CURRENT ASSETS:      
Cash and cash equivalents$5,207,919
 $5,103,336
$4,641,433
 $5,020,432
Accrued revenues receivable98,936
 120,116
66,913
 108,693
Receivable from Apache Corporation175
 
5,306,855
 5,223,452
4,708,521
 5,129,125
OIL AND GAS PROPERTIES, on the basis of full cost accounting:      
Proved properties195,425,657
 195,327,296
195,715,123
 195,401,395
Less – Accumulated depreciation, depletion and amortization(191,339,737) (191,195,184)(191,555,037) (191,459,215)
4,085,920
 4,132,112
4,160,086
 3,942,180
$9,392,775
 $9,355,564
$8,868,607
 $9,071,305
LIABILITIES AND PARTNERS’ CAPITAL      
CURRENT LIABILITIES:      
Payable to Apache Corporation$230
 $1,072
$
 $7,589
Asset retirement obligation402,582
 390,000
581,084
 614,493
Accrued operating expenses77,000
 91,414
74,528
 77,000
Accrued development costs49,542
 125,999

 76,410
529,354
 608,485
655,612
 775,492
ASSET RETIREMENT OBLIGATION1,299,615
 1,245,812
829,215
 806,789
PARTNERS’ CAPITAL:      
Managing Partner469,751
 464,186
520,139
 491,608
Investing Partners (1,021.5 units outstanding)7,094,055
 7,037,081
6,863,641
 6,997,416
7,563,806
 7,501,267
7,383,780
 7,489,024
$9,392,775
 $9,355,564
$8,868,607
 $9,071,305
The accompanying notes to consolidated financial statements
are an integral part of this statement.


APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CHANGES IN PARTNERS’ CAPITAL
(Unaudited)
 
Managing
Partner
 
Investing
Partners
 Total
For the Quarter Ended June 30, 2018      
BALANCE, MARCH 31, 2018 $436,417
 $6,888,459
 $7,324,876
Distributions (28,455) 
 (28,455)
Net income 24,948
 41,409
 66,357
BALANCE, JUNE 30, 2018 $432,910
 $6,929,868
 $7,362,778
       
Managing
Partner
 
Investing
Partners
 Total
For the Quarter Ended June 30, 2019            
BALANCE, MARCH 31, 2019 $474,636
 $7,055,959
 $7,530,595
 $474,636
 $7,055,959
 $7,530,595
Distributions (25,499) 
 (25,499) (25,499) 
 (25,499)
Net income 20,614
 38,096
 58,710
 20,614
 38,096
 58,710
BALANCE, JUNE 30, 2019 $469,751
 $7,094,055
 $7,563,806
 $469,751
 $7,094,055
 $7,563,806
            
For the Six Months Ended June 30, 2018      
BALANCE, DECEMBER 31, 2017 $419,576
 $6,863,049
 $7,282,625
Distributions (34,120) 
 (34,120)
Net income 47,454
 66,819
 114,273
BALANCE, JUNE 30, 2018 $432,910
 $6,929,868
 $7,362,778
For the Quarter Ended June 30, 2020      
BALANCE, MARCH 31, 2020 $508,259
 $6,971,963
 $7,480,222
Contributions 32,324
 
 32,324
Net loss (20,444) (108,322) (128,766)
BALANCE, JUNE 30, 2020 $520,139
 $6,863,641
 $7,383,780
            
For the Six Months Ended June 30, 2019            
BALANCE, DECEMBER 31, 2018 $464,186
 $7,037,081
 $7,501,267
 $464,186
 $7,037,081
 $7,501,267
Distributions (30,565) 
 (30,565) (30,565) 
 (30,565)
Net income 36,130
 56,974
 93,104
 36,130
 56,974
 93,104
BALANCE, JUNE 30, 2019 $469,751
 $7,094,055
 $7,563,806
 $469,751
 $7,094,055
 $7,563,806
      
For the Six Months Ended June 30, 2020      
BALANCE, DECEMBER 31, 2019 $491,608
 $6,997,416
 $7,489,024
Contributions 45,179
 
 45,179
Net loss (16,648) (133,775) (150,423)
BALANCE, JUNE 30, 2020 $520,139
 $6,863,641
 $7,383,780
The accompanying notes to consolidated financial statements
are an integral part of this statement.



APACHE OFFSHORE INVESTMENT PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Apache Offshore Investment Partnership, a Delaware general partnership (the Investment Partnership), was formed on October 31, 1983, consisting of Apache Corporation, a Delaware corporation (Apache or the Managing Partner), as Managing Partner and public investors (the Investing Partners). The Investment Partnership invested its entire capital in Apache Offshore Petroleum Limited Partnership, a Delaware limited partnership (the Operating Partnership). The primary business of the Investment Partnership is to serve as the sole limited partner of the Operating Partnership. The accompanying financial statements include the accounts of both the Investment Partnership and the Operating Partnership. The term “Partnership,” as used herein, refers to the Investment Partnership or the Operating Partnership, as the case may be.
These financial statements have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). They reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods, on a basis consistent with the annual audited financial statements, with the exception of recently adopted accounting pronouncements discussed below. All such adjustments are of a normal, recurring nature.statements. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been omitted pursuant to such rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2019, which contains a summary of the Partnership’s significant accounting policies and other disclosures.
1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As of June 30, 2019,2020, the Partnership’s significant accounting policies are consistent with those discussed in Note 2 of its consolidated financial statements contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 with the exception of Accounting Standards Update (ASU) 2016-02, “Leases (Topic 842)” (see “Recently Adopted Accounting Pronouncement” section in this Note 1 below).2019.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP 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. Significant estimates with regard to these financial statements include the estimate of proved oil and gas reserve quantities and the related present value of estimated future net cash flows therefrom and the assessment of asset retirement obligations. Actual results could differ from those estimates.
Oil and Gas Property
The Partnership follows the full-cost method of accounting for its oil and gas property. Under this method of accounting, all costs incurred for both successful and unsuccessful exploration and development activities, and oil and gas property acquisitions are capitalized. The net book value of oil and gas properties may not exceed a calculated “ceiling.” The ceiling limitation is the estimated future net cash flows from proved oil and gas reserves, discounted at 10 percent per annum. Estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements. For a discussion of the calculation of estimated future net cash flows, please refer to Note 10—Supplemental Oil and Gas Disclosures (Unaudited) to the consolidated financial statements contained in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019.

Any excess of the net book value of proved oil and gas properties over the ceiling is charged to expense and reflected as “Additional depreciation, depletion and amortization” in the accompanying statement of consolidated operations. Such limitations are tested quarterly. The Partnership had no0 write-downs of the carrying value of its proved oil and gas properties during the first six months of 20192020 and 2018.2019.


Revenue Recognition

There have been no significant changes to the Partnership’s contracts with customers during the six months ended June 30, 2020. The Partnership applies the provisions of ASC 606 forgenerates revenue recognition tofrom its contracts with customers. Salescustomers from the sale of its crude oil, natural gas, and natural gas liquids (NGLs) are included in revenue whenNGL production is sold to a customer in fulfillment of performance obligations undervolumes. Under these short-term commodity sales contracts, the terms of agreed contracts. Performance obligations primarily comprisephysical delivery of oil, gas, or NGLs at a delivery point, as negotiated within each contract. Each barrel of oil, MMBtu of natural gas, or other unit of measure is separately identifiable andquantity represents a single, distinct performance obligation on behalf of the Partnership. Contract prices are determined based on market-indexed prices, adjusted for quality, transportation, and other market-reflective differentials. Revenue is measured by allocating an entirely variable market price to which the transaction price is allocated. Performance obligations are satisfiedeach performance obligation and recognized at a point in time oncewhen control of the product has beenis transferred to the customer. The Partnership considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to:to whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, and the Partnership’s right to payment,payment. Control typically transfers to customers upon the physical delivery at specified locations within each contract and the transfer of legal title. In each case,
The table below presents revenues from contracts with customers disaggregated by product type for the term between delivery and when payments are due is not significant. For the threequarters and six months ended June 30, 2019, revenues from customers totaled $302,0272020 and $601,538, respectively. For2019:
  For the Quarter Ended June 30, For the Six Months Ended June 30,
  2020 2019 2020 2019
Oil $78,665
 $272,263
 $283,133
 $535,146
Gas 12,958
 22,297
 34,416
 53,858
NGLs 1,448
 7,467
 7,016
 12,534
Total Oil and Gas Revenue $93,071
 $302,027
 $324,565
 $601,538

In accordance with the three and six months ended June 30, 2018, revenues from customers totaled $357,112 and $711,520, respectively.

Apache,provisions of Accounting Standards Codification 606, variable market prices for each short-term commodity sale are allocated entirely to each performance obligation as Managing Partnerthe terms of payment relate specifically to the Partnership’s efforts to satisfy its obligations. As such, the Partnership has elected the practical expedients available under the standard to not disclose the aggregate transaction price allocated to unsatisfied, or partially unsatisfied, performance obligations as of the Partnership, marketsend of the Partnership's sharereporting period. Payment terms under all contracts with customers are typically due and received within a short-term period of oil production from South Timbalier 295,one year or less, after physical delivery of the Partnership's largest source of revenue. Apache primarily markets to major oil companies, marketing and transportation companies, and refiners at current index prices, adjusted for quality, transportation, and market reflective differentials. The Partnership markets all other production under the joint operating agreements with the operator of its properties. The operator seeks and negotiates oil and gas marketing arrangements with various marketers and purchasers. These contracts provide for sales that are priced at prevailing market prices.

product or service has been rendered.
The Partnership records trade accounts receivable for its unconditional rights to consideration arising under sales contracts with customers. The carrying value of such receivables net of the allowance for doubtful accounts, represents estimated net realizable value. The Partnership routinely assesses the collectability of all material trade and other receivables. The Partnership accrues a reserve on a receivable when, based on the judgment of management, it is probable that a receivable will not be collected and the amount of any reserve may be reasonably estimated. As of June 30, 2019,2020, the carrying amounts of trade accounts receivables approximate fair value because of the short-term nature of these instruments. Receivables from contracts with customers totaled $98,936$66,913 and $120,116$108,693 as of June 30, 20192020 and December 31, 2018,2019, respectively. The Partnership had no0 allowance for doubtful accounts recorded for all comparative periods presented.

The Partnership has concluded that disaggregating revenue by product appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The table below presents the total oil, gas, and NGLs revenues of the Partnership for the quarters and six months ended June 30, 2019 and 2018:
  For the Quarter Ended June 30, For the Six Months Ended June 30,
  2019 2018 2019 2018
Oil $272,263
 $323,015
 $535,146
 $637,501
Gas 22,297
 24,209
 53,858
 55,334
NGLs 7,467
 9,888
 12,534
 18,685
Total Oil and Gas Revenue $302,027
 $357,112
 $601,538
 $711,520

Recently Adopted Accounting Pronouncement
On January 1, 2019, the Partnership adopted ASU 2016-02, "Leases (Topic 842)" on a prospective basis. The Partnership elected to adopt two transitional expedients issued by the FASB during 2018: (i) ASU 2018-01, which permits an entity an optional election to not evaluate under ASU 2016-02 those existing or expired land easements that were not previously accounted for as leases prior to the adoption of ASU 2016-02 and (ii) ASU 2018-11, which adds a transition option permitting entities to apply the provisions of the new standard at its adoption date instead of the earliestany comparative period presented in the consolidated financial statements. Under this transition option, comparative reporting would not be required and the provisions of the standard would be applied prospectively to leases in effect at the date of adoption. The adoption of ASU 2016-02 did not have a material impact on the Partnership's consolidated financial statements.presented.


2.    RECEIVABLE FROM / PAYABLE TO APACHE CORPORATION
The receivable from/payable to Apache represents the net result of the Investing Partners’ revenue received and expenditures paid in the current month. Generally, cash in this amount will be paid by Apache to the Partnership or transferred to Apache in the month after the Partnership’s transactions are processed and the net results of operations are determined.
3.    ASSET RETIREMENT OBLIGATIONS
The following table describes the changes to the Partnership’s asset retirement obligation liability for the first six months of 2019:2020:
Asset retirement obligation at December 31, 2018$1,635,812
Asset retirement obligation at December 31, 2019$1,421,282
Accretion expense39,150
26,524
Liabilities settled(52,758)(351,227)
Revisions in estimated liabilities79,993
313,720
Asset retirement obligation at June 30, 20191,702,197
Asset retirement obligation at June 30, 20201,410,299
Less current portion(402,582)(581,084)
Asset retirement obligation, long-term$1,299,615
$829,215

Liabilities settled during the six months ended June 30, 2020 relate to well abandonment and platform removal activities at Ship Shoal 258/259. Estimated liabilities on this field were revised upward by $313,720 during the period as a result of weather delays and unplanned infrastructure requirements to support the abandonment activities.
4.    FAIR VALUE MEASUREMENTS
Certain assets and liabilities are reported at fair value on a recurring basis in the Partnership’s consolidated balance sheet. As of June 30, 20192020 and December 31, 2018,2019, the carrying amounts of the Partnership’s current assets and current liabilities approximated fair value because of the short-term nature or maturity of these instruments.
The Partnership did not use derivative financial instruments or otherwise engage in hedging activities during the six months ended June 30, 20192020 and 2018.2019.
5.    NOTICE OF WITHDRAWAL AND RIGHT OF PRESENTMENT
As previously announced,On March 22, 2019, Apache, as the Managing Partner of the Investment Partnership, gave notice on March 22, 2019 of its intention to withdraw as Managing Partner of the Investment Partnership. The notice described the withdrawal process and certain notice periods required by that process. No party assumed the role of Managing Partner within the 120 day120-day notice period specified by the notice of intention to withdraw. Consequently, Apache will oversee the process of winding up and liquidating the business and affairs of the Investment Partnership. Apache has not made a decision as to when it will complete the process to withdraw as Managing Partner.
TheOn April 26, 2019, the Managing Partner determined that, during the withdrawal and dissolution process, it would be inconsistent with the Managing Partner’s fiduciary duties to purchase (or to cause the Investment Partnership to purchase) outstanding units of partnership interests (“Units”)(Units) from the holders thereof pursuant to the right of presentment provided for in Sections 6.9 through 6.14 of the Partnership Agreement of the Investment Partnership (the “Partnership Agreement”)Partnership Agreement). As a result of this determination by the Managing Partner, pursuant to Section 6.12 of the Partnership Agreement, the right of presentment has been terminated and Sections 6.9 through 6.14 have “become null and void and of no further force or effect” as provided in Section 6.12.
The Investment Partnership has not made a repurchase under the right of presentment since 2008.



ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion relates to Apache Offshore Investment Partnership (the Partnership) and should be read in conjunction with the Partnership’s consolidated financial statements and accompanying notes included under Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q, as well as its consolidated financial statements, accompanying notes and related Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019.
The Partnership’s business is participation in oil and gas development and production activities on federal lease tracts in the Gulf of Mexico, offshore Louisiana.
Results of Operations
Net Income and Revenue
The Partnership reported a net loss of $128,766 ($106 per Investing Partner Unit) for the second quarter of 2020 compared to net income of $58,710 ($37 per Investing Partner Unit) for the second quarter of 2019 compared to a net income of $66,357 ($41 per Investing Partner Unit) in the second quarter of 2018.2019. For the first six months of 2019,2020, the Partnership reported a net incomeloss of $93,104$150,423 ($56131 per Investing Partner Unit) compared to a net income of $114,273$93,104 ($6556 per Investing Partner Unit) in the first six months of 2018.2019.
Total revenues in the second quarter of 20192020 decreased 1270 percent from the second quarter of 20182019, primarily onthe result of lower crude oil production and gas realized prices. Total revenues in the first six months of 20192020 also decreased 1247 percent from the first six months of 2018 on2019 as a result of lower crude oil production and gas prices. The Partnership’s crude oil, natural gas, and natural gas liquids (NGL)NGLs production volume and price information is summarized in the following table (gas volumes are presented in thousand cubic feet (Mcf) per day):
For the Quarter Ended June 30, For the Six Months Ended June 30,For the Quarter Ended June 30, For the Six Months Ended June 30,
2019 2018 
Increase
(Decrease)
 2019 2018 
Increase
(Decrease)
2020 2019 
Increase
(Decrease)
 2020 2019 
Increase
(Decrease)
Gas volume – Mcf per day92
 102
 (10)% 103
 101
 2 %82
 92
 (11)% 100
 103
 (3)%
Average gas price – per Mcf$2.65
 $2.61
 2 % $2.90
 $3.04
 (5)%$1.73
 $2.65
 (35)% $1.88
 $2.90
 (35)%
Oil volume – barrels per day49
 53
 (8)% 50
 55
 (9)%34
 49
 (31)% 42
 50
 (16)%
Average oil price – per barrel$61.67
 $66.60
 (7)% $58.74
 $64.45
 (9)%$25.49
 $61.67
 (59)% $36.90
 $58.74
 (37)%
NGL volume – barrels per day4
 5
 (20)% 4
 4
  %4
 4
  % 4
 4
  %
Average NGL price – per barrel$20.90
 $22.87
 (9)% $18.93
 $23.43
 (19)%$4.37
 $20.90
 (79)% $9.97
 $18.93
 (47)%
Oil and Gas Sales
The Partnership’s crude oil sales for the second quarter of 20192020 totaled $272,263$78,665, down 71 percent compared to $323,015$272,263 in the second quarter of 2018.2019. The Partnership’s average realized oil price in the second quarter of 20192020 decreased $4.93$36.18 per barrel from the second quarter of 2018,2019, reducing sales by $23,901.$159,733. Crude oil volumes decreased to 4934 barrels per day in the second quarter of 2019,2020, compared to 5349 barrels per day in the prior year period, as a resultprimarily from curtailed production in response to the collapse of natural depletion.oil prices that occurred during the second quarter and continued oil demand uncertainty resulting from the coronavirus disease 2019 (COVID-19) pandemic. The decrease in production reduced oil sales by $26,851.
Natural gas sales of $22,297 were recognized in the second quarter of 2019, down 8 percent from the amount realized for the equivalent 2018 period. The Partnership’s average realized natural gas price for the quarter increased $0.04 per Mcf, or 2 percent, from the second quarter of 2018, slightly increasing sales by $333. The increase in price was more than offset by a decrease in natural gas volumes of 10 percent from the second quarter of 2018, reducing sales by $2,245. The decrease in production is the result of natural depletion.$33,865.
Crude oil sales for the first six months of 20192020 totaled $535,146 compared to $637,501$283,133, down 47 percent from the first six months of 2018.same period in 2019. The Partnership’s average realized oil price for the first six months of 20192020 decreased $5.71 per barrel37 percent from the first six months of 2018, decreasing2019, dropping to $36.90 per barrel, reducing sales by $56,478.$198,962. The Partnership’s crude oil volumes decreased to 5042 barrels per day during the first six months of 2019,2020 compared to 5550 barrels per day induring the prior year period, as aprimarily the result of natural depletion. The decrease indecline and curtailed production reducedduring the second quarter, reducing oil sales by $45,877.


$53,051.
Natural gas sales of $53,858$12,958 were recognized in the first six monthssecond quarter of 2019,2020, down 342 percent from the amount realized for the equivalent 20182019 period. The Partnership’s average realized natural gas price for the first six monthsquarter decreased $0.92 per Mcf, or 35 percent, from the second quarter of 2019, reducing sales by $7,743. Natural gas volumes decreased $0.14, or 511 percent from the second quarter of 2019, reducing sales revenue by $1,596. The decrease in realized price and production was primarily the result of the reduction of market demand caused by the COVID-19 pandemic.


Natural gas sales for the first six months of 2018, reducing sales by $2,552. A slight increase2020 decreased 36 percent, dropping to $34,416 in natural gas volumes of 2 Mcf per day, or 2 percent,the current period, compared to $53,858 during the first six months of 2019. The Partnership’s average realized gas prices decreased from $2.90 per Mcf in the first six months of 2019 to $1.88 per Mcf in 2020, reducing sales by $18,937. A 3 Mcf per day, or 3 percent, decrease in natural gas volumes during the first six months of 2020 compared to the same period a year ago increasedin 2019 reduced sales by $1,076.$505.
The Partnership sold 4 barrels of NGL per day in the second quarter of 2020, unchanged from the 4 barrels per day during the second quarter of 2019. NGL revenues decreased as the result of 79 percent lower average realized NGL prices during the second quarter of 2020 compared to the same prior year period. The Partnership sold 4 barrels per day of NGL in the first six months of 2019, no change2020, unchanged from the 4 barrels per day in the first six months of 2018.2019. NGL revenues decreased as athe result of 1947 percent lower average realized NGL prices during the first six months of 20192020 compared to the same prior year period.
Since the Partnership does not anticipate acquiring additional acreage or conducting exploratory drilling on leases in which it currently holds an interest, declines in oil and gas production can be expected in future periods as a result of natural depletion. Also, given the small number of producing wells owned by the Partnership and exposure to inclement weather and pipeline interruptions in the Gulf of Mexico, the Partnership’s production may be subject to more volatility than those companies with a larger or more diversified property portfolio.
Operating Expenses
The Partnership’s recurring depreciation, depletion and amortization (DD&A), expressed as a percentage of oil and gas sales, waswere approximately 2434 percent and 30 percent for the second quarter and first six months of 2019 and 222020, respectively, compared to approximately 24 percent for both the second quarter and first six months of 2018.2019. The dollar amount of recurring DD&A expense forhigher depletion percentage was primarily the first six months and second quarter of 2019 decreased from the comparable periods a year ago as a result of declining sales revenue from lower sales volumes.realized commodity prices.
Under the full cost method of accounting, the Partnership is required to review the carrying value of its proved oil and gas properties each quarter. Under these rules, capitalized costs of oil and gas properties, net of accumulated DD&A, may not exceed the present value of estimated future net cash flows from proved oil and gas reserves discounted at 10 percent per annum. Estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements. The Partnership had no write-downs of the carrying value of its oil and gas properties during the first six months of 20192020 and 2018. If2019. Given the recent crude oil price volatility on lower demand and economic activity resulting from the COVID-19 pandemic, if commodity prices experience declines to levels lower than prices realized in the previous 12 months,sustained decline, the Partnership may be requiredexpects to recognize non-cash write-downs of the carrying value of its oil and gas properties in future periods, whichperiods. Any such non-cash write-downs would be reflected as additional DD&A expense on the statement of consolidated operations.
Lease operating expenses (LOE) for the second quarter of 2019 of $93,115 decreased 232020 totaled $99,027, up 6 percent from the second quarter of 2018, reflecting lower operating activities from the previous period.2019 total of $93,115. LOE for the first six months of 2019 of $208,722 decreased 162020 totaled $206,923, down 1 percent from the same prior year period. Gathering and transportation costs for the delivery of oil and gas remained flat from comparable periods in 2018, totaling $3,928 and $8,698totaled $3,711 in the second quarter of 2020, a decrease of 6 percent from the second quarter of 2019. Gathering and transportation costs for the first six months of 2019, respectively.2020 were essentially flat compared to the same period in 2019. Administrative expenses for the second quarter and first six months of 2019 increased 2 percent2020 were slightly lower compared to the same periods in 2018.2019 based on recent cost reduction initiatives.


Capital Resources and Liquidity
The Partnership’s primary capital resource is net cash provided by operating activities. During the first six months of 2019 and 2018,2020, the Partnership had $424,170 of net cash outflow from operating activities, compared to $153,516 and $271,792, respectively, of positivenet cash inflow in the first six months of 2019. The decrease in operating cash flows from operating activities. The decreasewas primarily reflects current periodthe result of plugging and abandonment activitiesspending at Ship Shoal 258/259 and lower revenues.revenues from decreased commodity prices.
At June 30, 2019,2020, the Partnership had approximately $5.2$4.6 million in cash and cash equivalents, up slightlydown from $5.0 million at December 31, 2018.2019, primarily the result of plugging and abandonment activity during the period. The Partnership’s goal is to maintain cash and cash equivalents at least sufficient to cover the undiscounted value of its future asset retirement obligation liability. The Partnership also plans to reserve funds for repairs which may disrupt the Partnership’s production and for future recompletion operations.
The Partnership’s future financial condition, results of operations, and cash from operating activities will largely depend upon prices received for its oil and natural gas production. A substantial portion of the Partnership’s production is sold under market-sensitive contracts. Prices for oil and natural gas are subject to fluctuations in response to changes in supply, market uncertainty, and a variety of factors beyond the Partnership’s control. These factors include worldwide political and economic conditions, the foreign and domestic supply of oil and natural gas, the price of foreign imports, the level of consumer demand, weather, and the price and availability of alternative fuels.


The Partnership’s oil and gas reserves and production will also significantly impact future results of operations and cash from operating activities. The Partnership’s production is subject to fluctuations in response to remaining quantities of oil and gas reserves, weather, pipeline capacity, consumer demand, mechanical well performance and workover,workovers, and recompletion activities. Declines in oil and gas production can be expected in future years as a result of normal depletion and the non-participation in acquisition or exploration activities by the Partnership. Based on production estimates from independent engineers and existing cash balances reserved for platform dismantlement and abandonment activities, current market conditions resulting from the COVID-19 pandemic are not expected to materially impact the Partnership’s liquidity. The Partnership forecasts it will be able to meet its liquidity needs for routine operations in 20192020 and 2020. The2021, although lower oil and gas prices and consumer demand resulting from the COVID-19 pandemic would decrease revenue and could require the Partnership willto further reduce capital expendituresits cash and distributions to partners as cash from operating activities declines.equivalents.
In the event that future short-term operating cash requirements are greater than the Partnership’s financial resources, the Partnership may seek short-term, interest-bearing advances from the Managing Partner as needed. The Managing Partner, however, is not obligated to make loans to the Partnership. The Partnership does not intend to incur debt from banks or other outside sources nor solicit capital from existing Unit holders or in the open market.

On an ongoing basis, the Partnership reviews the possible sale of lower value properties prior to incurring associated dismantlement and abandonment costs. The Partnership did not sell any properties in the first six months of 2020 and 2019.


Capital Commitments
The Partnership’s primary needs for cash are for operating expenses, recompletion expenditures, and future dismantlement and abandonment costs. To the extent there is discretion, the Partnership allocates available capital to investment in the Partnership’s properties so as to maximize production and resultant cash flow. The Partnership had no outstanding debt or lease commitments at June 30, 2019.2020. The Partnership did not have any contractual obligations as of June 30, 2019,2020, other than the liability for dismantlement and abandonment costs of its oil and gas properties. The Partnership has recorded a separate liability for the present value of this asset retirement obligation as discussed in the notesNotes to the financial statementsFinancial Statements included in the Partnership’s latest annual reportAnnual Report on Form 10-K.
During the first six months of 2020, the Partnership spent $351,227 to plug and abandon wells and remove platforms, primarily at Ship Shoal 258/259. The spending incurred during the period was higher than previously estimated by the operator because of weather delays and unplanned infrastructure requirements for abandonment activity. The Partnership anticipates $581,084 of costs will be incurred over the next twelve months to decommission the remaining platforms at Ship Shoal 258/259 and North Padre Island 969/976. Based on information available to the Partnership, it anticipates minimal capital expenditures during the remainder of 2019. Approximately $0.4 million is estimated to be spent during 2019 to abandon wells2020 for recompletions and other capital projects at Ship Shoal 258/259 and to remove idle platforms at North Padre Island 969/976. The abandonment activity at North Padre Island 969/976 was originally scheduled to commence prior to 2018, but has been deferred to late 2019 and early 2020 pending approval from regulators.South Timbalier 295. Such estimates may change based on realized oil and gas prices, recompletion results, weather disruptions, rates charged by contractors or changes by the operator to their development or abandonment plans.
Notice of Withdrawal and Right of Presentment
As previously announced,On March 22, 2019, Apache, as the Managing Partner of the Investment Partnership gave notice on March 22, 2019 of its intention to withdraw as Managing Partner of the Investment Partnership. The notice described the withdrawal process and certain notice periods required by that process. No party assumed the role of Managing Partner within the 120 day notice period specified by the notice of intention to withdraw. Consequently, Apache will oversee the process of winding up and liquidating the business and affairs of the Investment Partnership. Apache has not made a decision as to when it will complete the process to withdraw as Managing Partner.
On April 26, 2019, the Managing Partner determined that, during the withdrawal and dissolution process, it would be inconsistent with the Managing Partner’s fiduciary duties to purchase (or to cause the Investment Partnership to purchase) outstanding units of partnership interests (“Units”)Units from the holders thereof pursuant to the right of presentment provided for in Sections 6.9 through 6.14 of the Partnership Agreement of the Investment Partnership (the “Partnership Agreement”)Partnership Agreement). As a result of this determination by the Managing Partner, pursuant to Section 6.12 of the Partnership Agreement, the right of presentment has been terminated and Sections 6.9 through 6.14 have “become null and void and of no further force or effect” as provided in Section 6.12.
The Investment Partnership has not made a repurchase under the right of presentment since 2008.


ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Risk
The Partnership’s major market risk exposureAs a “smaller reporting company,” the Partnership is innot required to provide the pricing applicable to its oil and gas production. Realized pricing is primarily driveninformation required by the prevailing worldwide price for crude oil and spot prices applicable to its natural gas production. Prices received for the Partnership’s crude oil, natural gas, and NGLs have historically been and continue to be very volatile because of unpredictable events such as economic growth or retraction, weather, political climate, and global supply and demand.this Item. The Partnership didhas chosen to disclose, however, that it has not use derivativeengaged in any transactions, issued or bought any financial instruments, or otherwise engageentered into any contracts that are required to be disclosed in hedging activities during the first six months of 2019 or 2018.
The information set forth under “Commodity Risk” in Item 7A of the Partnership’s Form 10-K for the year ended December 31, 2018, is incorporated by reference. Information about market risks for the current quarter is not materially different.

response to this Item.
ITEM 4.    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
John J. Christmann IV, the Managing Partner’s Chief Executive Officer and President (in his capacity as principal executive officer), and Stephen J. Riney, the Managing Partner’s Executive Vice President and Chief Financial Officer (in his capacity as principal financial officer), evaluated the effectiveness of the Partnership’s disclosure controls and procedures as of June 30, 2019,2020, the end of the period covered by this report. Based on that evaluation and as of the date of that evaluation, these officers concluded that the Partnership’s disclosure controls and procedures were effective, providing effective means to ensure that the information it is required to disclose under applicable laws and regulations is recorded, processed, summarized and reported within the time periods specified under the Commission’sSEC’s rules and forms and communicated to ourthe Partnership’s management, including the Managing Partner’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control overOver Financial Reporting
There was no change in ourthe Partnership’s internal controls over financial reporting during the period covered by this quarterly reportQuarterly Report on Form 10-Q that materially affected, or is reasonably likely to materially affect, ourthe Partnership’s internal controls over financial reporting.reporting, including any changes related to the COVID-19 pandemic and the transition to a remote working environment.



PART II — OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
None.

ITEM 1A.    RISK FACTORS
DuringAs a “smaller reporting company,” the six months ended June 30, 2019, there were no material changes fromPartnership is not required to provide the risk factors as previously disclosed in the Partnership’s Form 10-K for the year ended December 31, 2018.

information required by this Item.
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.    MINE SAFETY DISCLOSURES
None.

ITEM 5.    OTHER INFORMATION
None.

Fieldwood Energy LLC (Fieldwood) is the current operator of the Partnership’s producing lease. Given the current commodity price environment, decreased demand for oil and gas, and recent media reports, the Partnership believes that, if Fieldwood files for bankruptcy, the Partnership does not know if, or to what extent, Fieldwood will continue to perform its obligations with respect to the Partnership’s properties. Financial distress at Fieldwood could have a material adverse effect on the Partnership’s results of operations. At this point, no evaluation of the likelihood of an unfavorable outcome or associated economic loss can be made; therefore, no liability has been recorded on the Partnership’s consolidated financial statements.
ITEM 6.    EXHIBITS
p3.1
 Partnership Agreement of Apache Offshore Investment Partnership (incorporated by reference to Exhibit (3)(i) to Form 10 filed by Partnership with the CommissionSEC on April 30, 1985, CommissionSEC File No. 0-13546).
p3.2
 Amendment No. 1, dated February 11, 1994, to the Partnership Agreement of Apache Offshore Investment Partnership (incorporated by reference to Exhibit 3.3 to Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993, CommissionSEC File No. 0-13546).
p3.3
 Limited Partnership Agreement of Apache Offshore Petroleum Limited Partnership (incorporated by reference to Exhibit (3)(ii) to Form 10 filed by Partnership with the CommissionSEC on April 30, 1985, CommissionSEC File No. 0-13546).
*31.1 
*31.2 
*32.1 
*101The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL: (i) Statement of Consolidated Operations, (ii) Statement of Consolidated Cash Flows, (iii) Consolidated Balance Sheet, (iv) Statement of Consolidated Changes in Partners’ Capital and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
*101.SCH Inline XBRL Taxonomy Schema Document.
*101.CAL Inline XBRL Calculation Linkbase Document.
*101.DEF Inline XBRL Definition Linkbase Document.
*101.LAB Inline XBRL Label Linkbase Document.
*101.PRE Inline XBRL Presentation Linkbase Document.
*104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*    Filed herewith.
P    Filed previously in paper format.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  APACHE OFFSHORE INVESTMENT PARTNERSHIP
  By: Apache Corporation, Managing Partner
   
Dated:August 1, 20197/30/2020/s/ Stephen J. Riney
  Stephen J. Riney
  Executive Vice President and Chief Financial Officer
  (principal financial officer) of Apache Corporation,
  Managing Partner
   
Dated:August 1, 20197/30/2020/s/ Rebecca A. Hoyt
  Rebecca A. Hoyt
  Senior Vice President, Chief Accounting Officer
  and Controller (principal accounting officer)
  of Apache Corporation, Managing Partner

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