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, 2021~~March 31, 2022


☐			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: (713) 296-6000

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 growth 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, 2021~~March 31, 2022			~~1,022~~1,019


	TABLE OF CONTENTS

Item	Description	Page
	PART I - FINANCIAL INFORMATION
1.	FINANCIAL STATEMENTS	1
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	5
2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
4.	CONTROLS AND PROCEDURES	12
	PART II - OTHER INFORMATION
1.	LEGAL PROCEEDINGS	13
1A.	RISK FACTORS	13
2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13
3.	DEFAULTS UPON SENIOR SECURITIES	13
4.	MINE SAFETY DISCLOSURES	13
5.	OTHER INFORMATION	13
6.	EXHIBITS	13

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 the 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 the Partnership’s examination of historical operating trends, the information that was used to prepare the Partnership’s estimate of proved reserves as of December 31, ~~2020,~~2021, and other data in its 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,” “continue,” “seek,” “guidance,” “might,” “outlook,” “possibly,” “potential,” “prospect,” “should,” “would,” or similar terminology, but the absence of these words does not mean that a statement is not forward looking. Although the Partnership believes that the expectations reflected in such forward-looking statements are reasonable under 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 the Partnership’s expectations include, but are not limited to, the Partnership’s assumptions about:

•the scope, duration, and reoccurrence of any epidemics or pandemics (including specifically the coronavirus disease 2019 (COVID-19) pandemic and any related variants) 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 mandate, availability, and effectiveness of vaccine programs and ~~other~~ therapeutics related to the treatment of COVID-19;

•the market prices of oil, natural gas, natural 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 and availability;

•production and reserve levels;

•drilling risks;

•economic and competitive ~~conditions;~~conditions, including market and macro-economic disruptions resulting from the Russian war in Ukraine;

•the availability of capital resources;

•capital ~~expenditure~~expenditures and other contractual obligations;

•weather conditions;

•inflation rates;

•the availability of goods and services;

•the impact of political pressure and the influence of environmental groups and other stakeholders on decisions and policies related to the industries in which the Partnership operates;

•legislative, regulatory, or policy changes, including environmental regulation and initiatives addressing the impact of global climate change;

•terrorism or cyberattacks;

•the capital markets and related risks, such as general credit, liquidity, market, and interest-rate risks; and

•other factors disclosed under 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,” and elsewhere in the Partnership’s most recently filed Annual Report on Form 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 materially from the Partnership’s expectations may emerge from time to time, and it is not possible for the Partnership to predict such factors or events. 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~~these cautionary statements. All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, the Partnership disclaims any obligation to update or revise these 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 Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
REVENUES:	REVENUES:									REVENUES:
Oil and gas sales	Oil and gas sales	$	209,890	$	93,071	$	469,777	$	324,565	Oil and gas sales		$	474,092	$	259,887

Interest income	Interest income	106		5,240		218		23,312		Interest income		56		112
		209,996		98,311		469,995		347,877				474,148		259,999
EXPENSES:	EXPENSES:									EXPENSES:
Depreciation, depletion and amortization	Depreciation, depletion and amortization	63,452		31,435		162,914		95,823		Depreciation, depletion and amortization		124,498		99,462

Asset retirement obligation accretion	Asset retirement obligation accretion	13,628		14,688		26,217		26,524		Asset retirement obligation accretion		19,998		12,589
Lease operating expenses	Lease operating expenses	109,017		99,027		244,074		206,923		Lease operating expenses		114,800		135,057
Gathering and transportation costs	Gathering and transportation costs	2,646		3,711		6,892		8,680		Gathering and transportation costs		2,742		4,246
Administrative	Administrative	72,480		78,216		144,965		160,350		Administrative		74,572		72,485
		261,223		227,077		585,062		498,300				336,610		323,839
NET LOSS		$	(51,227)	$	(128,766)	$	(115,067)	$	(150,423)
NET INCOME (LOSS)										NET INCOME (LOSS)		$	137,538	$	(63,840)
NET INCOME (LOSS) ALLOCATED TO:	NET INCOME (LOSS) ALLOCATED TO:									NET INCOME (LOSS) ALLOCATED TO:
Managing Partner	Managing Partner	$	53	$	(20,444)	$	2,552	$	(16,648)	Managing Partner		$	47,946	$	2,499
Investing Partners	Investing Partners	(51,280)		(108,322)		(117,619)		(133,775)		Investing Partners		89,592		(66,339)
		$	(51,227)	$	(128,766)	$	(115,067)	$	(150,423)			$	137,538	$	(63,840)
NET LOSS PER INVESTING PARTNER UNIT		$	(50)	$	(106)	$	(115)	$	(131)
NET INCOME (LOSS) PER INVESTING PARTNER UNIT										NET INCOME (LOSS) PER INVESTING PARTNER UNIT		$	88	$	(65)
WEIGHTED AVERAGE INVESTING PARTNER UNITS OUTSTANDING	WEIGHTED AVERAGE INVESTING PARTNER UNITS OUTSTANDING	1,021.5		1,021.5		1,021.5		1,021.5		WEIGHTED AVERAGE INVESTING PARTNER UNITS OUTSTANDING		1,018.5		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 Three Months Ended March 31,
		2021		2020			2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(115,067)	$	(150,423)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Net income (loss)						Net income (loss)	$	137,538	$	(63,840)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:						Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	Depreciation, depletion and amortization	162,914		95,823		Depreciation, depletion and amortization	124,498		99,462
Asset retirement obligation accretion	Asset retirement obligation accretion	26,217		26,524		Asset retirement obligation accretion	19,998		12,589
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accrued receivables	Accrued receivables	41,588		41,780		Accrued receivables	(216,777)		(4,017)
Receivable from/payable to Apache Corporation	Receivable from/payable to Apache Corporation	6,352		(7,764)		Receivable from/payable to Apache Corporation	38,014		7,895

Accrued operating expenses	Accrued operating expenses	(11,064)		(2,472)		Accrued operating expenses	(93,987)		(11,064)
Asset retirement obligations	Asset retirement obligations	(22,110)		(427,638)		Asset retirement obligations	(3,081)		(17,216)
Net cash provided by (used in) operating activities		88,830		(424,170)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties		0		(8)
Net cash used in investing activities		0		(8)
Net cash provided by operating activities						Net cash provided by operating activities	6,203		23,809

CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from (distributions to) Managing Partner						Contributions from (distributions to) Managing Partner	4,916		(4,882)

Contributions from (distributions to) Managing Partner		(18,662)		45,179
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(18,662)		45,179		Net cash provided by (used in) financing activities	4,916		(4,882)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		70,168		(378,999)
NET INCREASE IN CASH AND CASH EQUIVALENTS						NET INCREASE IN CASH AND CASH EQUIVALENTS	11,119		18,927
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	4,515,466		5,020,432		CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	4,161,783		4,515,466
CASH AND CASH EQUIVALENTS, END OF PERIOD	CASH AND CASH EQUIVALENTS, END OF PERIOD	$	4,585,634	$	4,641,433	CASH AND CASH EQUIVALENTS, END OF PERIOD	$	4,172,902	$	4,534,393

The accompanying notes to consolidated financial statements

are an integral part of this statement.

APACHE OFFSHORE INVESTMENT PARTNERSHIP

CONSOLIDATED BALANCE SHEET

(Unaudited)


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	4,585,634	$	4,515,466	Cash and cash equivalents	$	4,172,902	$	4,161,783
Accrued revenues receivable	Accrued revenues receivable	54,002		95,590		Accrued revenues receivable	216,777		—
Receivable from Apache Corporation	Receivable from Apache Corporation	0		4,830		Receivable from Apache Corporation	—		2,025
		4,639,636		4,615,886			4,389,679		4,163,808
OIL AND GAS PROPERTIES, on the basis of full cost accounting:	OIL AND GAS PROPERTIES, on the basis of full cost accounting:					OIL AND GAS PROPERTIES, on the basis of full cost accounting:
Proved properties	Proved properties	195,727,413		195,727,413		Proved properties	196,407,517		196,449,399
Less – Accumulated depreciation, depletion and amortization	Less – Accumulated depreciation, depletion and amortization	(191,822,174)		(191,659,260)		Less – Accumulated depreciation, depletion and amortization	(191,946,322)		(191,821,824)
		3,905,239		4,068,153			4,461,195		4,627,575
		$	8,544,875	$	8,684,039		$	8,850,874	$	8,791,383
LIABILITIES AND PARTNERS’ CAPITAL	LIABILITIES AND PARTNERS’ CAPITAL					LIABILITIES AND PARTNERS’ CAPITAL
CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Payable to Apache Corporation	Payable to Apache Corporation	$	1,522	$	0	Payable to Apache Corporation	$	35,989	$	—
Asset retirement obligation	Asset retirement obligation	505,184		526,440		Asset retirement obligation	450,996		450,996

Accrued operating expenses	Accrued operating expenses	64,784		75,848		Accrued operating expenses	141,961		235,948

Accrued decommissioning, abandonment, and development costs						Accrued decommissioning, abandonment, and development costs	67,889		112,852
		571,490		602,288			696,835		799,796
ASSET RETIREMENT OBLIGATION	ASSET RETIREMENT OBLIGATION	883,447		858,084		ASSET RETIREMENT OBLIGATION	1,383,062		1,363,064
PARTNERS’ CAPITAL:	PARTNERS’ CAPITAL:					PARTNERS’ CAPITAL:
Managing Partner	Managing Partner	507,297		523,407		Managing Partner	534,677		481,815
Investing Partners (1,021.5 units outstanding)		6,582,641		6,700,260
Investing Partners (1,018.5 units outstanding)						Investing Partners (1,018.5 units outstanding)	6,236,300		6,146,708
		7,089,938		7,223,667			6,770,977		6,628,523
		$	8,544,875	$	8,684,039		$	8,850,874	$	8,791,383

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, 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 Quarter Ended June 30, 2021
BALANCE, MARCH 31, 2021 $ 521,024 $ 6,633,921 $ 7,154,945
Distributions (13,780) — (13,780)
Net income (loss) 53 (51,280) (51,227)
BALANCE, JUNE 30, 2021 $ 507,297 $ 6,582,641 $ 7,089,938
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
For the Six Months Ended June 30, 2021
BALANCE, DECEMBER 31, 2020 $ 523,407 $ 6,700,260 $ 7,223,667
Distributions (18,662) — (18,662)
Net income (loss) 2,552 (117,619) (115,067)
BALANCE, JUNE 30, 2021 $ 507,297 $ 6,582,641 $ 7,089,938


	Managing Partner		Investing Partners		Total












For the Three Months Ended March 31, 2021
BALANCE, DECEMBER 31, 2020	$	523,407	$	6,700,260	$	7,223,667
Distributions	(4,882)		—		(4,882)
Net income (loss)	2,499		(66,339)		(63,840)
BALANCE, MARCH 31, 2021	$	521,024	$	6,633,921	$	7,154,945

For the Three Months Ended March 31, 2022
BALANCE, DECEMBER 31, 2021	$	481,815	$	6,146,708	$	6,628,523
Contributions	4,916		—		4,916
Net income	47,946		89,592		137,538
BALANCE, MARCH 31, 2022	$	534,677	$	6,236,300	$	6,770,977

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. 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, ~~2020,~~2021, which contains a summary of the Partnership’s significant accounting policies and other disclosures.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As of ~~June 30, 2021,~~March 31, 2022, 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, ~~2020.~~2021.

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, ~~2020.~~2021.

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 0no write-downs of the carrying value of its proved oil and gas properties during the first ~~six~~three months of ~~2021~~2022 and ~~2020.~~2021.

Revenue Recognition

There have been no significant changes to the Partnership’s contracts with customers during the ~~quarter and six~~three months ended ~~June 30, 2021.~~March 31, 2022. The Partnership generates revenue from its contracts with customers from the sale of its crude oil, natural gas, and NGL production volumes. Under these short-term commodity sales contracts, the physical delivery of each unit of quantity 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 each performance obligation and recognized at a point in time when control is 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 whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, and the Partnership’s right to payment. Control typically transfers to customers upon the physical delivery at specified locations within each contract and the transfer of title.

The table below presents revenues from contracts with customers disaggregated by product type for the ~~quarter and six~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:


		For the Quarter Ended June 30,				For the Six Months Ended June 30,					For the Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Oil	Oil	$	177,023	$	78,665	$	402,244	$	283,133	Oil		$	430,620	$	225,221
Gas	Gas	24,920		12,958		52,520		34,416		Gas		37,757		27,600
NGLs	NGLs	7,947		1,448		15,013		7,016		NGLs		5,715		7,066
Total Oil and Gas Revenue	Total Oil and Gas Revenue	$	209,890	$	93,071	$	469,777	$	324,565	Total Oil and Gas Revenue		$	474,092	$	259,887

In accordance with the provisions of Accounting Standards Codification 606, variable market prices for each short-term commodity sale are allocated entirely to each performance obligation as the 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 end of the reporting period. Payment terms under all contracts with customers are typically due and received within a short-term period of one year or less, after physical delivery of the 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 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, 2021,~~March 31, 2022, 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 ~~$54,002~~$216,777 and ~~$95,590~~nil as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The Partnership had 0no allowance for doubtful accounts recorded for any comparative period 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~~three months of ~~2021:~~2022:


Asset retirement obligation at December 31, ~~2020~~2021	$	~~1,384,524~~1,814,060
Accretion expense	~~26,217~~19,998
~~Liabilities settled~~	~~(22,110)~~

Asset retirement obligation at ~~June 30, 2021~~March 31, 2022	~~1,388,631~~1,834,058
Less current portion	~~(505,184)~~(450,996)
Asset retirement obligation, long-term	$	~~883,447~~1,383,062

~~Liabilities settled during the six months ended June 30, 2021 relate to costs for well abandonment and platform removal at Ship Shoal 258/259.~~

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, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

5. NOTICE OF WITHDRAWAL AND RIGHT OF PRESENTMENT

On March 22, 2019, Apache, as the Managing Partner of the Investment Partnership, gave notice 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) 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). 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~~was terminated for 2019 and future periods. Sections 6.9 through 6.14 have “become null and void and of no further force or effect” as provided in Section ~~6.12.~~6.12 of the Partnership Agreement.

Prior to terminating the right of presentment, the Investment Partnership had not made a repurchase under the right of presentment since 2008.

6. FINANCIAL CONDITION OF THE OPERATOR OF THE PARTNERSHIP’S PRODUCING LEASE

On August 3, 2020, Fieldwood Energy LLC, the ~~current~~ operator of the Partnership’s producing lease, and certain of its affiliated debtors (collectively, ~~“Fieldwood”)~~Fieldwood) filed ~~a voluntary petition~~ for ~~relief~~protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Case No. 20-33948). Fieldwood has submitted a plan of reorganization, and the Partnership’s Managing Partner has been engaged in discussions with Fieldwood and other interested parties regarding such plan. The submitted plan will separate Fieldwood’s ownership in and operatorship of the Partnership’s producing lease, together with several of Fieldwood’s other leases, into a standalone company, which will continue to perform Fieldwood’s obligations with respect to the Partnership’s properties.Code. On June 25, 2021, the United States Bankruptcy Court for the Southern District of Texas (Houston Division) entered an order confirming Fieldwood’s bankruptcy plan. On August 27, 2021, Fieldwood’s bankruptcy plan became effective. Pursuant to the plan, Fieldwood separated its ownership in and operatorship of ~~reorganization.~~the Partnership’s producing lease, together with several of Fieldwood’s other leases, into a standalone company (GOM Shelf, LLC), which will continue to perform Fieldwood’s obligations with respect to the Partnership’s properties. The reorganization of Fieldwood under the ~~confirmed~~ plan is not expected to have any material adverse effect on the Partnership’s operations.

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 the Partnership’s consolidated financial statements, accompanying notes and related Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

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~~income of ~~$51,227~~$137,538 ($5088 per Investing Partner Unit) for the ~~second quarter~~first three months of ~~2021~~2022 compared to a net loss of ~~$128,766~~$63,840 ($106 per Investing Partner Unit) in the second quarter of 2020. For the first six months of 2021, the Partnership reported a net loss of $115,067 ($115 per Investing Partner Unit) compared to a net loss of $150,423 ($13165 per Investing Partner Unit) in the first ~~six~~three months of ~~2020.~~2021. The increase in net income was primarily driven by higher commodity prices offset by lower natural gas and NGL production compared to the same prior year period.

~~Total~~The Partnership’s revenues ~~in the second quarter of 2021 increased 114 percent from the second quarter of 2020, primarily the result of higher realized prices~~ for ~~crude oil and natural gas sales. Total revenues in~~ the first ~~six~~three months of ~~2021~~2022 increased 3582 percent from the first ~~six~~three months of ~~2020~~2021 as a result of higher crude oil and natural gas ~~prices.~~prices compared to the same prior year period. The increase in realized prices was primarily driven by effects of the ~~result of~~conflict in Ukraine on global commodity prices and also increased economic activity during the first ~~six~~three months of ~~2021~~2022 compared to the same prior year ~~period when commodity prices collapsed as a result of economic uncertainty stemming from COVID-19.~~period. The Partnership’s crude oil, natural gas, and 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 Three Months Ended March 31,
		2021		2020		Increase (Decrease)		2021		2020		Increase (Decrease)				2022		2021		Increase (Decrease)
Gas volume – Mcf per day	Gas volume – Mcf per day	71		82		(13)	%	93		100		(7)	%	Gas volume – Mcf per day		91		116		(22)	%
Average gas price – per Mcf	Average gas price – per Mcf	$	3.87	$	1.73	124	%	$	3.12	$	1.88	66	%	Average gas price – per Mcf		$	4.62	$	2.65	74	%
Oil volume – barrels per day	Oil volume – barrels per day	32		34		(6)	%	40		42		(5)	%	Oil volume – barrels per day		53		48		10	%
Average oil price – per barrel	Average oil price – per barrel	$	61.05	$	25.49	140	%	$	55.81	$	36.90	51	%	Average oil price – per barrel		$	91.01	$	52.29	74	%
NGL volume – barrels per day	NGL volume – barrels per day	4		4		—	%	4		4		—	%	NGL volume – barrels per day		2		4		(50)	%
Average NGL price – per barrel	Average NGL price – per barrel	$	22.60	$	4.37	417	%	$	19.91	$	9.97	100	%	Average NGL price – per barrel		$	30.63	$	17.56	74	%

Oil and Gas Sales

The Partnership’s crude oil sales for the second quarter of 2021 totaled $177,023, increasing 125 percent compared to $78,665 in the second quarter of 2020. The Partnership’s average realized oil price in the second quarter of 2021 increased $35.56 per barrel from the second quarter of 2020, increasing sales by $109,758. Crude oil volumes decreased to 32 barrels per day in the second quarter of 2021, compared to 34 barrels per day in the same prior year period, primarily the result of equipment related downtime during the second quarter of 2021. The decrease in production reduced oil sales by $11,400.

Crude oil sales for the first ~~six~~three months of ~~2021~~2022 totaled ~~$402,244,~~$430,620, increasing 4291 percent compared to ~~$283,133~~$225,221 in the first ~~six~~three months of ~~2020.~~2021. The Partnership’s average realized oil price in the first ~~six~~three months of ~~2021~~2022 increased ~~$18.91~~$38.72 per barrel from the first ~~six~~three months of ~~2020,~~2021, increasing sales by ~~$145,092.~~$166,777. Crude oil volumes ~~decreased~~increased to 4053 barrels per day in the first ~~six~~three months of ~~2021,~~2022, compared to 4248 barrels per day in the same prior year ~~period,~~period. The increased production was primarily the result of ~~natural decline and equipment related~~repair downtime ~~the first six months of~~at South Timbalier 295 during 2021. The ~~decrease~~increase in production ~~reduced~~increased sales by ~~$25,981.~~$38,622.

Natural gas sales for the first three months of 2022 totaled ~~$24,920 in the second quarter of 2021,~~$37,757, increasing 9237 percent compared to ~~$12,958 in~~$27,600 during the ~~second quarter~~first three months of ~~2020.~~2021. The Partnership’s average realized natural gas price for the second quarter of 2021 increased $2.14 per Mcf, or 124 percent, from the second quarter of 2020, increasing sales by $15,991. Natural gas volumes decreased 13 percent from the second quarter of 2020, primarily the result of equipment related downtime during the second quarter of 2021, reducing gas sales by $4,029.

Natural gas sales for the first six months of 2021 totaled $52,520, increasing 53 percent from $34,416 during the first six months of 2020. The Partnership’s average realized natural gas price for the first six months of 2021 increased from ~~$1.88~~$2.65 per Mcf in the first ~~six~~three months of ~~2020~~2021 to ~~$3.12~~$4.62 per Mcf in ~~2021,~~the first three months of 2022, increasing sales by ~~$22,642.~~$20,514. A ~~seven~~22 percent decrease in natural gas volumes during the first ~~six~~three months of ~~2021~~2022 from the same prior year period decreased gas sales by ~~$4,538.~~$10,357. The Partnership’s decrease in gas production in ~~2021~~the first three months of 2022 was primarily the result of natural decline in gas production at South Timbalier 295 and ~~equipment related downtime during the year.~~pipeline downtime.

The Partnership sold an average of 42 barrels per day of NGL in ~~both~~ the ~~second quarter and~~ first ~~six~~three months of ~~2021, unchanged~~2022, down from the average of 4 barrels per day in the same ~~respective periods~~period of ~~2020. NGL revenues increased~~2021 as ~~the~~a result of ~~417 percent and 100 percent higher average realized NGL prices during the second quarter and first six months of 2021, respectively, compared to the same respective prior year periods.~~natural decline.

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~~is subject to more volatility than those companies with a larger or more diversified property portfolio.

Operating Expenses

The Partnership’s depreciation, depletion and amortization (DD&A), expense expressed as a percentage of oil and gas sales ~~were~~was approximately ~~30 percent and 35~~26 percent for the ~~second quarter and~~ first ~~six~~three months of ~~2021, respectively,~~2022, compared to approximately ~~34 percent and 30~~38 percent for the ~~second~~first three months of 2021. The decrease in DD&A depletion percentage was primarily driven by higher sales revenue for the quarter and higher estimated future gross revenues from proved oil and gas reserves, which are based on an unweighted arithmetic average of commodity prices in effect for the first ~~six~~day of each of the previous 12 months, held flat for the life of expected production. Total DD&A for the first three months of ~~2020, respectively.~~2022 totaled $124,498 compared to $99,462 in the same prior year period.

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~~three months of ~~2021~~2022 and ~~2020.~~2021.

Lease operating expenses (LOE) for the ~~second quarter~~first three months of ~~2021~~2022 totaled ~~$109,017, up 10~~$114,800, down 15 percent from the same prior year period, primarily the result of ~~increased direct operating costs~~lower repair and maintenance activities performed at South Timbalier 295. ~~LOE for~~Gathering and transportation costs decreased 35 percent in the first ~~six~~three months of ~~2021 totaled $244,074, up 18 percent from~~2022 compared to the same prior year period, primarily the result of ~~increased repair~~reduced gas and ~~maintenance work incurred~~NGL volumes during the first quarter of 2021 related to weather events. Gathering and transportation costs for the delivery of oil and gas totaled $2,646 in the second quarter of 2021, a decrease of 29 percent from the second quarter of 2020. Gathering and transportation costs decreased 21 percent in the first six months of 2021 compared to the same prior year period. Administrative expenses for the ~~second quarter and~~ first ~~six~~three months of ~~2021~~2022 were 73 percent ~~and 10 percent lower~~higher compared to the same respective prior year ~~periods, respectively.~~period.

Capital Resources and Liquidity

The Partnership’s primary capital resource is net cash provided by operating activities. During the first ~~six~~three months of ~~2021,~~2022, the Partnership ~~generated $88,830~~recorded $6,203 of net cash ~~inflow from~~flow provided by operating activities, compared to ~~$424,170~~$23,809 of net cash ~~outflow~~flow provided by operating activities in the first ~~six~~three months of ~~2020.~~2021. The ~~increase~~decrease in operating cash ~~flows~~flow was primarily the result of significantly reduced plugging and abandonment spending at Ship Shoal 258/259 as the abandonment activities on the lease have nearly been completed as of the end of the second quarter of 2021.related to changes in working capital.

At ~~June 30, 2021,~~March 31, 2022, the Partnership had approximately ~~$4.6~~$4.2 million in cash and cash equivalents, ~~slightly higher~~flat from the year ended December 31, ~~2020.~~2021. 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 unexpected 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 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, the recent rise in inflation and interest rates, and geopolitical events, including the Russian war in Ukraine, 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 ~~2021,~~2022 and in the long-term, although volatile oil and gas prices and consumer demand resulting from the ~~COVID-19 pandemic~~current market conditions could decrease revenue and could require the Partnership to further reduce its cash and cash 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.

Critical Accounting Policies and Estimates

10The Partnership prepares its financial statements and the accompanying notes in conformity with accounting principles generally accepted in the United States (U.S. GAAP), which requires management to make estimates and assumptions about future events that affect the reported amounts in the financial statements and accompanying notes. Management identifies certain accounting policies as critical based on, among other things, their impact on the Partnership’s financial condition, results of operations or liquidity and the degree of difficulty, subjectivity, and complexity in their development. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. For a discussion of the Partnership’s significant accounting policies, please see the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Some of the more significant estimates include reserve estimates and asset retirement obligations.

New Accounting Pronouncements

There have been no material changes in recently issued or adopted accounting standards from those disclosed in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Material Cash Requirements, Capital Commitments and Contingencies

The Partnership’s ~~primary needs for~~material cash requirements 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, 2021.~~March 31, 2022. The Partnership did not have any contractual obligations as of ~~June 30, 2021,~~March 31, 2022, other than the liability for dismantlement and abandonment costs of its oil and gas properties. The Partnership has recorded a separate liability for this asset retirement obligation as discussed in the Notes to the Financial Statements included under Part I, Item I of this Quarterly Report on Form 10-Q.

~~During the first six months of 2021, the Partnership spent $22,110 to plug and abandon wells and remove platforms at Ship Shoal 258/259.~~ The Partnership anticipates ~~$505,184~~$450,996 of costs will be spent during the next twelve months, primarily to dismantle platforms at North Padre Island 969/976. Based on information currently available to the Partnership, it anticipates minimal capital expenditures during the remainder of ~~2021~~2022 for recompletions and other capital projects at 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.

The Partnership believes its balances of cash and cash equivalents and cash provided by operating activities will be sufficient to satisfy cash requirements over the next twelve months and beyond.

Notice of Withdrawal and Right of Presentment

Sections 6.9 through 6.14 of the Partnership Agreement of the Investment Partnership (the 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~~was terminated for 2019 and future periods. Sections 6.9 through 6.14 have “become null and void and of no further force or effect” as provided in Section ~~6.12.~~6.12 of the Partnership Agreement.

Prior to terminating the right of presentment, the Investment Partnership had not made a repurchase under the right of presentment since 2008.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” the Partnership is not required to provide the information required by this Item. The Partnership has chosen to disclose, however, that it has not engaged in any transactions, issued or bought any financial instruments, or entered into any contracts that are required to be disclosed in 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, 2021,~~March 31, 2022, 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 SEC’s rules and forms and communicated to the 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 Over Financial Reporting

There was no change in the Partnership’s internal controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q that materially affected, or is reasonably likely to materially affect, the Partnership’s internal controls over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

As a “smaller reporting company,” the Partnership is not required to provide the 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.

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 SEC on April 30, 1985, SEC 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, SEC 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 SEC on April 30, 1985, SEC File No. 0-13546).
*31.1						Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Executive Officer.
*31.2						Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Financial Officer.
*32.1						Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Executive Officer and Principal Financial Officer.
*101						The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2021,~~March 31, 2022, 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.
*104						Cover 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~~May 5, ~~2021~~2022

/s/ Stephen J. Riney

Stephen J. Riney

Executive Vice President and Chief Financial Officer

(principal financial officer) of Apache Corporation,

Managing Partner

Dated:

~~August~~May 5, ~~2021~~2022

/s/ Rebecca A. Hoyt

Rebecca A. Hoyt

Senior Vice President, Chief Accounting Officer

and Controller (principal accounting officer)

of Apache Corporation, Managing Partner