SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended Commission File Number March 31, 2001 33-10346-07 (1979-1) 33-10346-08 (1979-2) DYCO 1979 OIL AND GAS PROGRAM (TWO LIMITED PARTNERSHIPS) (Exact Name of Registrant as specified in its charter) 41-1358013 (1979-1) Minnesota 41-1358015 (1979-2) (State or other jurisdiction (I.R.S. Employer Identification of incorporation or Number) organization) Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103 - ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (918) 583-1791 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 X No ------ ------ -1- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DYCO OIL AND GAS PROGRAM 1979-1 LIMITED PARTNERSHIP BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2001 2000 ---------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 77,585 $ 50,340 Accrued oil and gas sales 94,359 88,493 Accounts receivable - related party (Note 2) - 13,487 -------- -------- Total current assets $171,944 $152,320 NET OIL AND GAS PROPERTIES, utilizing the full cost method 85,875 90,294 DEFERRED CHARGE 36,656 36,656 -------- -------- $294,475 $279,270 ======== ======== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable $ 2,617 $ 2,474 -------- -------- Total current liabilities $ 2,617 $ 2,474 ACCRUED LIABILITY $ 33,877 $ 33,877 PARTNERS' CAPITAL: General Partner, 32 general partner units $ 2,580 $ 2,430 Limited Partners, issued and outstanding, 3,140 Units 255,401 240,489 -------- -------- Total Partners' capital $257,981 $242,919 -------- -------- $294,475 $279,270 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -2- DYCO OIL AND GAS PROGRAM 1979-1 LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited) 2001 2000 -------- -------- REVENUES: Oil and gas sales $192,037 $62,259 Interest 1,102 190 -------- ------- $193,139 $62,449 COSTS AND EXPENSES: Oil and gas production $ 23,007 $ 9,058 Depreciation, depletion, and amortization of oil and gas properties 4,372 3,008 General and administrative (Note 2) 23,818 22,613 -------- ------- $ 51,197 $34,679 -------- ------- NET INCOME $141,942 $27,770 ======== ======= GENERAL PARTNER (1%) - net income $ 1,419 $ 278 ======== ======= LIMITED PARTNERS (99%) - net income $140,523 $27,492 ======== ======= NET INCOME PER UNIT $ 44.75 $ 8.75 ======== ======= UNITS OUTSTANDING 3,172 3,172 ======== ======= The accompanying condensed notes are an integral part of these financial statements. -3- DYCO OIL AND GAS PROGRAM 1979-1 LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited) 2001 2000 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $141,942 $27,770 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 4,372 3,008 (Increase) decrease in accrued oil and gas sales ( 5,866) 2,283 Decrease in accounts receivable - General Partner 13,487 - Increase (decrease) in accounts payable 143 ( 5,680) Increase in payable to General Partner - 2,000 -------- ------- Net cash provided by operating activities $154,078 $29,381 -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas properties $ - ($ 2,022) Proceeds from the sale of oil and gas properties 47 - -------- ------- Net cash provided (used) by Investing activities $ 47 ($ 2,022) -------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($126,880) $ - -------- ------- Net cash used by financing activities ($126,880) $ - -------- ------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 27,245 $27,359 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 50,340 8,884 -------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 77,585 $36,243 ======== ======= The accompanying condensed notes are an integral part of these financial statements. -4- DYCO OIL AND GAS PROGRAM 1979-2 LIMITED PARTNERSHIP BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2001 2000 ---------- ------------ CURRENT ASSETS: Cash and cash equivalents $118,293 $103,150 Accrued oil and gas sales 91,434 79,812 -------- -------- Total current assets $209,727 $182,962 NET OIL AND GAS PROPERTIES, utilizing the full cost method 210,112 216,386 DEFERRED CHARGE 65,520 65,520 -------- -------- $485,359 $464,868 ======== ======== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable $ 4,049 $ 7,027 Gas imbalance payable 60,849 60,849 -------- -------- Total current liabilities $ 64,898 $ 67,876 ACCRUED LIABILITY $ 19,076 $ 19,076 PARTNERS' CAPITAL: General Partner, 29 general partner units $ 4,015 $ 3,780 Limited Partners, issued and outstanding, 2,860 Units 397,370 374,136 -------- -------- Total Partners' capital $401,385 $377,916 -------- -------- $485,359 $464,868 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -5- DYCO OIL AND GAS PROGRAM 1979-2 LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited) 2001 2000 -------- -------- REVENUES: Oil and gas sales $177,877 $93,753 Interest 1,626 1,526 -------- ------- $179,503 $95,279 COSTS AND EXPENSES: Oil and gas production $ 26,342 $17,909 Depreciation, depletion, and amortization of oil and gas properties 7,222 5,774 General and administrative (Note 2) 21,355 20,202 -------- ------- $ 54,919 $43,885 -------- ------- NET INCOME $124,584 $51,394 ======== ======= GENERAL PARTNER (1%) - net income $ 1,246 $ 514 ======== ======= LIMITED PARTNERS (99%) - net income $123,338 $50,880 ======== ======= NET INCOME PER UNIT $ 43.12 $ 17.79 ======== ======= UNITS OUTSTANDING 2,889 2,889 ======== ======= The accompanying condensed notes are an integral part of these financial statements. -6- DYCO OIL AND GAS PROGRAM 1979-2 LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited) 2001 2000 --------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $124,584 $51,394 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 7,222 5,774 Increase in accrued oil and gas sales ( 11,622) ( 1,758) Decrease in accounts payable ( 2,978) ( 359) Decrease in payable to General Partner - 2,000 -------- ------- Net cash provided by operating activities $117,206 $57,051 -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas properties ($ 948) $ - -------- ------- Net cash used by investing activities ($ 948) $ - -------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($101,115) ($72,225) -------- ------- Net cash used by financing activities ($101,115) ($72,225) -------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 15,143 ($15,174) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 103,150 97,905 -------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $118,293 $82,731 ======== ======= The accompanying condensed notes are an integral part of these financial statements. -7- DYCO OIL AND GAS PROGRAM 1979-1 LIMITED PARTNERSHIP DYCO OIL AND GAS PROGRAM 1979-2 LIMITED PARTNERSHIP CONDENSED NOTES TO FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of March 31, 2001, statements of operations for the three months ended March 31, 2001 and 2000, and statements of cash flows for the three months ended March 31, 2001 and 2000 have been prepared by Dyco Petroleum Corporation ("Dyco"), the General Partner of the Dyco Oil and Gas Program 1979-1 and 1979-2 Limited Partnerships (individually, the "1979-1 Program" or the "1979-2 Program", as the case may be, or, collectively, the "Programs"), without audit. In the opinion of management all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at March 31, 2001, results of operations for the three months ended March 31, 2001 and 2000, and changes in cash flows for the three months ended March 31, 2001 and 2000 have been made. Information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Programs' Annual Report on Form 10-K for the year ended December 31, 2000. The results of operations for the period ended March 31, 2001 are not necessarily indicative of the results to be expected for the full year. The limited partners' net income or loss per unit is based upon each $5,000 initial capital contribution. OIL AND GAS PROPERTIES ---------------------- Oil and gas operations are accounted for using the full cost method of accounting. All productive and non-productive costs associated with the acquisition, exploration and development of oil and gas reserves are capitalized. The Programs' calculation of depreciation, depletion, and amortization includes estimated future expenditures to be incurred in developing proved reserves and estimated dismantlement and abandonment costs, net of estimated salvage values. In the event the unamortized cost of oil and gas properties being amortized exceeds the full cost ceiling (as defined by the Securities and Exchange -8- Commission), the excess is charged to expense in the period during which such excess occurs. Sales and abandonments of properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved oil and gas reserves. The provision for depreciation, depletion, and amortization of oil and gas properties is calculated by dividing the oil and gas sales dollars during the period by the estimated future gross income from the oil and gas properties and applying the resulting rate to the net remaining costs of oil and gas properties that have been capitalized, plus estimated future development costs. 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The 1979-1 Program's related party receivable at December 31, 2000 represents $13,424 for well sale proceeds and $63 in related interest (at prime plus 1%) due from an affiliate of the 1979-1 Program related to the sale of three wells in late 2000. Such receivable was collected in the first quarter of 2001. Under the terms of each of the Program's partnership agreement, Dyco is entitled to receive a reimbursement for all direct expenses and general and administrative, geological and engineering expenses it incurs on behalf of the Program. During the three months ended March 31, 2001 and 2000, the 1979-1 Program incurred such expenses totaling $23,818 and $22,613, respectively, of which $14,490 was paid each period to Dyco and its affiliates. During the three months ended March 31, 2001 and 2000, the 1979-2 Program incurred such expenses totaling $21,355 and $20,202, respectively, of which $12,144 was paid each period to Dyco and its affiliates. Affiliates of the Programs operate certain of the Programs' properties. Their policy is to bill the Programs for all customary charges and cost reimbursements associated with these activities. -9- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly Report contains certain forward-looking statements. The words "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may" and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Quarterly Report also includes certain information, which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Programs. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, and otherwise indicated. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Net proceeds from the Programs' operations less necessary operating capital are distributed to investors on a quarterly basis. The net proceeds from production are not reinvested in productive assets, except to the extent that producing wells are improved or where methods are employed to permit more efficient recovery of the Programs' reserves which would result in a positive economic impact. -10- The Programs' available capital from subscriptions has been spent on oil and gas drilling activities. There should be no further material capital resource commitments in the future. The Programs have no debt commitments. Management believes that cash for ordinary operational purposes will be provided by current oil and gas production. RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variables affecting the Programs' revenues are the prices received for the sale of oil and gas and the volumes of oil and gas produced. The Program's production is mainly natural gas, so such pricing and volumes are the most significant factors. Due to the volatility of oil and gas prices, forecasting future prices is subject to great uncertainty and inaccuracy. Substantially all of the Programs' gas reserves are being sold on the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. Such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. It is likewise difficult to predict production volumes. However, oil and gas are depleting assets, so it can be expected that production levels will decline over time. Recent gas prices have been significantly higher than the Program's historical average. This is attributable to the higher prices for crude oil, a substitute fuel in some markets, and reduced production due to lower capital investments in 1998 and 1999. -11- 1979-1 PROGRAM THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2000. Three Months Ended March 31, ---------------------------- 2001 2000 -------- ------- Oil and gas sales $192,037 $62,259 Oil and gas production expenses $ 23,007 $ 9,058 Barrels produced 20 35 Mcf produced 28,004 26,648 Average price/Bbl $ 28.90 $ 26.89 Average price/Mcf $ 6.84 $ 2.30 As shown in the table above, total oil and gas sales increased $129,778 (208.4%) for the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. Of this increase, approximately $127,000 was related to an increase in the average price of gas sold. Volumes of oil sold decreased 15 barrels, while volumes of gas sold increased 1,356 Mcf for the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. Average oil and gas prices increased to $28.90 per barrel and $6.84 per Mcf, respectively, for the three months ended March 31, 2001 from $26.89 per barrel and $2.30 per Mcf, respectively, for the three months ended March 31, 2000. Oil and gas production expenses (including lease operating expenses and production taxes) increased $13,949 (154.0%) for the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. This increase was primarily due to an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 12.0% for the three months ended March 31, 2001 from 14.5% for the three months ended March 31, 2000. This percentage decrease was primarily due to the increase in the average price of gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $1,364 (45.3%) for the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. This increase was primarily due to an increase in the average price of gas sold. This increase was partially offset by a decrease in depreciation, depletion, and amortization due to an increase in the gas price used in the valuation of reserves at March 31, 2001 as compared to March 31, 2000. As a percentage of oil and gas sales, this expense decreased to 2.3% for the three months ended March 31, 2001 from 4.8% for the three months ended March 31, 2000. This percentage decrease was primarily due -12- to the increase in the gas price used in the valuation of reserves. General and administrative expenses increased $1,205 (5.3%) for the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. As a percentage of oil and gas sales, these expenses decreased to 12.4% for the three months ended March 31, 2001 from 36.3% for the three months ended March 31, 2000. This percentage decrease was primarily due to the increase in oil and gas sales. 1979-2 PROGRAM THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2000. Three Months Ended March 31, ---------------------------- 2001 2000 -------- ------- Oil and gas sales $177,877 $93,753 Oil and gas production expenses $ 26,342 $17,909 Barrels produced 101 244 Mcf produced 25,885 33,257 Average price/Bbl $ 27.68 $ 26.61 Average price/Mcf $ 6.76 $ 2.61 As shown in the table above, total oil and gas sales increased $84,124 (89.7%) for the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. Of this increase, approximately $107,000 was related to an increase in the average price of gas sold, which increase was partially offset by a decrease of approximately $19,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 143 barrels and 7,372 Mcf, respectively, for the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. The decrease in volumes of gas sold was primarily due to (i) the 1979-2 Program's receipt of an increased percentage of sales on one well during the three months ended March 31, 2000 due to gas balancing and (ii) normal declines in production. Average oil and gas prices increased to $27.68 per barrel and $6.76 per Mcf, respectively, for the three months ended March 31, 2001 from $26.61 per barrel and $2.62 per Mcf, respectively, for the three months ended March 31, 2000. Oil and gas production expenses (including lease operating expenses and production taxes) increased $8,433 (47.1%) for the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) a positive prior period lease operating expense adjustment made by the operator on one well during the three months -13- ended March 31, 2001. As a percentage of oil and gas sales, these expenses decreased to 14.8% for the three months ended March 31, 2001 from 19.1% for the three months ended March 31, 2000. This percentage decrease was primarily due to the increase in the average price of gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $1,448 (25.1%) for the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. This increase was primarily due to an increase in the average price of gas sold. This increase was partially offset by a decrease in depreciation, depletion, and amortization due to (i) an increase in the gas price used in the valuation of reserves at March 31, 2001 as compared to March 31, 2000 and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 4.1% for the three months ended March 31, 2001 from 6.2% for the three months ended March 31, 2000. This percentage decrease was primarily due to the increase in the gas price used in the valuation of reserves. General and administrative expenses increased $1,153 (5.7%) for the three months ended March 31, 2001 as compared to the three months ended March 31, 2000. As a percentage of oil and gas sales, these expenses decreased to 12.0% for the three months ended March 31, 2001 from 21.5% for the three months ended March 31, 2000. This percentage decrease was primarily due to the increase in oil and gas sales. -14- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Programs do not hold any market risk sensitive instruments. -15- PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K. None. -16- 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. DYCO OIL AND GAS PROGRAM 1979-1 LIMITED PARTNERSHIP DYCO OIL AND GAS PROGRAM 1979-2 LIMITED PARTNERSHIP (Registrant) BY: DYCO PETROLEUM CORPORATION General Partner Date: May 7, 2001 By: /s/Dennis R. Neill ------------------------------- (Signature) Dennis R. Neill President Date: May 7, 2001 By: /s/Patrick M. Hall ------------------------------- (Signature) Patrick M. Hall Chief Financial Officer