FORM 10-K405
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2001
Commission File Number 0-12261 (1982-1 Program)
0-12262 (1982-2 Program)
DYCO 1982 OIL AND GAS PROGRAMS
(TWO LIMITED PARTNERSHIPS)
(Exact name of registrant as specified in its charter)
41-1438430 (1982-1 Program)
Minnesota 41-1438437 (1982-2 Program)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Samson Plaza
Two West Second Street
Tulsa, Oklahoma 74103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Units of limited partnership interest
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days. Yes[X] No[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K405 or any amendment to
this Form 10-K405. [X]
The units of limited partnership are not publicly traded, therefore,
registrant cannot compute the aggregate market value of the voting units held by
non-affiliates of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None.
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FORM 10-K405
DYCO 1982 OIL AND GAS PROGRAMS
(Two Minnesota limited partnerships)
TABLE OF CONTENTS
PART I.......................................................................3
ITEM 1. BUSINESS...................................................3
ITEM 2. PROPERTIES.................................................7
ITEM 3. LEGAL PROCEEDINGS.........................................12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......13
PART II.....................................................................13
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS
AND RELATED LIMITED PARTNER MATTERS.......................13
ITEM 6. SELECTED FINANCIAL DATA...................................14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.........................................24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................53
PART III....................................................................53
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........53
ITEM 11. EXECUTIVE COMPENSATION....................................54
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................59
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............59
PART IV.....................................................................61
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K..................................................61
SIGNATURES............................................................63
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PART I.
ITEM 1. BUSINESS
General
The Dyco Oil and Gas Program 1982-1 Limited Partnership (the "1982-1
Program") and Dyco Oil and Gas Program 1982-2 Limited Partnership (the "1982-2
Program") (collectively, the "Programs") are Minnesota limited partnerships
engaged in the production of oil and gas. The 1982-1 Program and 1982-2 Program
commenced operations on June 14, 1982 and March 1, 1983, respectively, with the
primary financial objective of investing their limited partners' subscriptions
in the drilling of oil and gas prospects and then distributing to their limited
partners all available cash flow from the Program's on-going production
operations. Dyco Petroleum Corporation ("Dyco") serves as the General Partner of
the Programs. Samson Resources Company, an affiliate of Dyco, currently owns
more than one-half of the 1982-1 Program's Units of limited partnership
interest, making the 1982-1 Program a 50% subsidiary of Samson Resources
Company. See "Item 2. Properties" for a description of the Programs' properties
and reserves.
The limited partnership agreements for each of the Programs (the "Program
Agreements") provide that limited partners are allocated 99% of all Program
costs and revenues and Dyco, as General Partner, is allocated 1% of all Program
costs and revenues. Included in such costs is each Program's reimbursement to
Dyco of the Program's proportionate share of Dyco's geological, engineering, and
general and administrative expenses.
Dyco currently serves as General Partner of 31 limited partnerships,
including the Programs. Dyco is a wholly-owned subsidiary of Samson Investment
Company. Samson Investment Company and its various corporate subsidiaries,
including Dyco, (collectively, "Samson") are primarily engaged in the production
and development of and exploration for oil and gas reserves and the acquisition
and operation of producing properties. At December 31, 2001, Samson owned
interests in approximately 14,000 oil and gas wells located in 19 states of the
United States and the countries of Canada, Venezuela, and Russia. At December
31, 2001, Samson operated approximately 3,000 oil and gas wells located in 14
states of the United States, as well as Canada, Venezuela, and Russia.
As limited partnerships, the Programs have no officers, directors, or
employees. They rely instead on the personnel of Dyco and Samson. As of February
15, 2002 Samson employed approximately 1,000 persons. No employees are covered
by collective bargaining agreements, and management believes that Samson
provides a sound employee relations environment. For information regarding the
executive officers of Dyco, see "Item 10. Directors and Executive Officers of
the Registrant."
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Dyco's and the Programs' principal place of business is located at Samson
Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and their telephone number
is (918) 583-1791 or (800) 283-1791.
Funding
Although the Program Agreements permit the Programs to incur borrowings,
each Program's operations and expenses is currently funded out of each Program's
revenues from oil and gas sales. Dyco may, but is not required to, advance funds
to each of the Programs for the same purposes for which Program borrowings are
authorized.
Principal Products Produced and Services Rendered
The Programs' sole business is the development and production of oil and
gas with a concentration on gas. The Programs do not hold any patents,
trademarks, licenses, or concessions and are not a party to any government
contracts. The Programs have no backlog of orders and do not participate in
research and development activities. The Programs are not presently encountering
shortages of oilfield tubular goods, compressors, production material, or other
equipment.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is
subject to extensive federal and state laws and regulations governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude
oil and condensate are made by the Programs at market prices and are not subject
to price controls. The sale of gas may be subject to both federal and state laws
and regulations. The provisions of these laws and regulations are complex and
affect all who produce, resell, transport, or purchase gas, including the
Programs. Although virtually all of the Programs' gas production is not subject
to price regulation, other regulations affect the availability of gas
transportation services and the ability of gas consumers to continue to purchase
and use gas at current levels. Accordingly, such regulations may have a material
effect on the Programs' operations and projections of future oil and gas
production and revenues.
-4-
Future Legislation -- Legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Because such laws and
regulations are frequently amended or reinterpreted, management is unable to
predict what additional energy legislation may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Programs' operations are subject to
numerous laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection. Compliance with
such laws and regulations, together with any penalties resulting from
noncompliance, may increase the cost of the Programs' operations or may affect
the Programs' ability to timely complete existing or future activities.
Management anticipates that various local, state, and federal environmental
control agencies will have an increasing impact on oil and gas operations.
Significant Customers
Purchases of gas by El Paso Energy Marketing Company ("El Paso") accounted
for approximately 87.3% of the 1982-1 Program's oil and gas sales during the
year ended December 31, 2001. With respect to the 1982-2 Program, purchases of
gas by El Paso accounted for approximately 99.6% of its oil and gas sales during
the year ended December 31, 2001. In the event of interruption of purchases by
this significant customer or the cessation or material change in availability of
open-access transportation by the Programs' pipeline transporters, the Programs
may encounter difficulty in marketing their gas and in maintaining historic
sales levels. Alternative purchasers or transporters may not be readily
available.
The Programs' principal customers for crude oil production are refiners
and other companies which have pipeline facilities near the producing properties
of the Programs. In the event pipeline facilities are not conveniently available
to production areas, crude oil is usually trucked by purchasers to storage
facilities.
Competition and Marketing
The Programs' revenues, net income or loss, cash flows, carrying value of
oil and gas properties, and amount of oil and gas which can be economically
produced depend substantially upon the prevailing prices for oil and gas. Oil
and gas prices (and consequently the Programs' profitability) depend on a number
of factors which are beyond the control of the Partnerships. These factors
include worldwide political instability and terrorist activities (especially in
oil-producing regions), United Nations export embargoes, the supply and price of
foreign imports of oil
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and gas, the level of consumer product demand (which can be heavily influenced
by weather patterns), the level of domestic oil and gas production, government
regulations and taxes, the price and availability of alternative fuels, the
overall economic environment, and the availability and capacity of
transportation and processing facilities. The effect of these factors on future
oil and gas industry trends cannot be accurately predicted or anticipated. In
addition, the domestic oil and gas industry is highly competitive, with a large
number of companies and individuals engaged in the exploration and development
of oil and gas properties. Predicting future prices is not possible. Concerning
past trends, oil and gas prices in the United States have been highly volatile
for many years.
Over the past ten years average yearly wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf range. Due to unusual supply and demand
circumstances gas prices in late 2000 and early 2001 rose to a level not seen
since the early 1980s. Recent economic trends and the supply/demand ratio have
caused natural gas prices to decline significantly. Substantially all of the
Programs' gas reserves are being sold on the "spot market." Prices on the spot
market are subject to wide seasonal and regional pricing fluctuations due to the
highly competitive nature of the spot market. In addition, such spot market
sales are generally short-term in nature and are dependent upon the obtaining of
transportation services provided by pipelines. Spot prices for the Programs' gas
production decreased from approximately $9.23 per Mcf at December 31, 2000 to
approximately $2.65 per Mcf at December 31, 2001. Such prices were on an MMBTU
basis and differ from the prices actually received by the Partnerships due to
transportation and marketing costs, BTU adjustments, and regional price and
quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past three years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.25 per barrel.
The current oil price range between the mid teens and low twenties is somewhat
dependent on production curtailment agreements among major oil producing
nations. Prices for the Programs' oil production decreased from approximately
$23.75 per barrel at December 31, 2000 to approximately $16.75 per barrel at
December 31, 2001.
Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed above, it is impossible to accurately predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
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Insurance Coverage
The Programs are subject to all of the risks inherent in the exploration
for and production of oil and gas, including blowouts, pollution, fires, and
other casualties. The Programs maintain insurance coverage as is customary for
entities of a similar size engaged in operations similar to that of the
Programs, but losses can occur from uninsurable risks or in amounts in excess of
existing insurance coverage. In particular, many types of pollution and
contamination can exist, undiscovered, for long periods of time and can result
in substantial environmental liabilities which are not insured. The occurrence
of an event which is not fully covered by insurance could have a material
adverse effect on the Programs' financial condition and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the numbers of gross and net productive
wells of the Programs as of December 31, 2001.
Well Statistics(1)
As of December 31, 2001
1982-1 1982-2
Program Program
------- -------
Gross productive wells(2):
Oil - -
Gas 17 18
-- --
Total 17 18
Net productive wells(3):
Oil - -
Gas 1.86 1.82
---- ----
Total 1.86 1.82
- ----------
(1) The designation of a well as an oil well or gas well is made by Dyco based
on the relative amount of oil and gas reserves for the well. Regardless of
a well's oil or gas designation, it may produce oil, gas, or both oil and
gas.
(2) As used throughout this Annual Report on Form 10-K ("Annual Report"),
"Gross Well" refers to a well in which a working interest is owned. The
number of gross wells is the total number of wells in which a working
interest is owned.
(3) As used throughout this Annual Report, "Net Well" refers to the sum of the
fractional working interests owned in gross
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wells. For example, a 15% working interest in a well represents one Gross
Well, but 0.15 Net Well.
Drilling Activities
The Programs did not participate in any drilling activities during the
years ended December 31, 2001.
Oil and Gas Production, Revenue, and Price History
The following table sets forth certain historical information concerning
the oil (including condensates) and gas production, net of all royalties,
overriding royalties, and other third party interests, of the Programs, revenues
attributable to such production, and certain price and cost information.
Net Production Data
Year Ended December 31,
------------------------------------
2001 2000 1999
-------- -------- --------
1982-1 Program:
- --------------
Production:
Oil (Bbls)(1) 66 263 514
Gas (Mcf)(2) 100,366 124,467 81,905
Oil and gas sales:
Oil $ 1,684 $ 7,148 $ 9,735
Gas 347,670 358,224 161,437
------- ------- -------
Total $349,354 $365,372 $171,172
======= ======= =======
Total direct operating expenses(3) $ 99,348 $ 90,680 $ 76,957
======= ======= =======
Direct operating expenses as a
percentage of oil and gas
sales 28.4% 24.8% 45.0%
Average sales price:
Per barrel of oil $25.52 $27.18 $18.94
Per Mcf of gas 3.46 2.88 1.97
Direct operating expenses per
equivalent Mcf of gas(4) $ .99 $ .72 $ .91
-8-
Year Ended December 31,
------------------------------------
2001 2000 1999
-------- -------- --------
1982-2 Program:
- --------------
Production:
Oil (Bbls)(1) 36 78 38
Gas (Mcf)(2) 119,977 179,281 163,119
Oil and gas sales:
Oil $ 1,030 $ 2,309 $ 732
Gas 506,285 624,798 332,782
------- ------- -------
Total $507,315 $627,107 $333,514
======= ======= =======
Total direct operating expenses(3) $123,988 $ 88,398 $112,675
======= ======= =======
Direct operating expenses as a
percentage of oil and gas
sales 24.4% 14.1% 33.8%
Average sales price:
Per barrel of oil $28.61 $29.60 $19.26
Per Mcf of gas 4.22 3.49 2.04
Direct operating expenses per
equivalent Mcf of gas(4) $ 1.03 $ .49 $ .69
- ----------
(1) As used throughout this Annual Report, "Bbls" refers to barrels of 42 U.S.
gallons and represents the basic unit for measuring the production of crude
oil and condensate oil.
(2) As used throughout this Annual Report, "Mcf" refers to volume of 1,000
cubic feet under prescribed conditions of pressure and temperature and
represents the basic unit for measuring the production of gas.
(3) Includes lease operating expenses and production taxes.
(4) Oil production is converted to gas equivalents at the rate of six Mcf per
barrel, representing the estimated relative energy content of gas and oil,
which rate is not necessarily indicative of the relationship of oil and gas
prices. The respective prices of oil and gas are affected by market and
other factors in addition to relative energy content.
-9-
Proved Reserves and Net Present Value
The following table sets forth the Programs' estimated proved oil and gas
reserves and net present value therefrom as of December 31, 2001. The schedule
of quantities of proved oil and gas reserves was prepared by Dyco in accordance
with the rules prescribed by the Securities and Exchange Commission (the "SEC").
Certain reserve information was reviewed by Ryder Scott Company, L.P. ("Ryder
Scott"), an independent petroleum engineering firm. As used throughout this
Annual Report, "proved reserves" refers to those estimated quantities of crude
oil, gas, and gas liquids which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known oil and gas
reservoirs under existing economic and operating conditions.
Net present value represents estimated future gross cash flow from the
production and sale of proved reserves, net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated future development costs, discounted at 10% per annum. Net present
value attributable to the Programs' proved reserves was calculated on the basis
of current costs and prices at December 31, 2001. Such prices were not escalated
except in certain circumstances where escalations were fixed and readily
determinable in accordance with applicable contract provisions. Oil and gas
prices at December 31, 2001 were substantially lower than the very high prices
in effect on December 31, 2000. This decrease in oil and gas prices has caused
the estimates of remaining economically recoverable reserves, as well as the
values placed on said reserves, at December 31, 2001 to be significantly lower
than what such estimates and values would have been if oil and gas prices
remained unchanged from December 31, 2000 to December 31, 2001. The prices used
in calculating the net present value attributable to the Programs' proved
reserves do not necessarily reflect market prices for oil and gas production
subsequent to December 31, 2001. There can be no assurance that the prices used
in calculating the net present value of the Programs' proved reserves at
December 31, 2001 will actually be realized for such production.
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available geological,
engineering, and economic data for each reservoir. The data for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions; consequently, it is reasonably possible that
material revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that these reserve
estimates represent the most accurate assessment possible, the significance of
the subjective decisions required and variances in available data for various
reservoirs make these
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estimates generally less precise than other estimates presented in connection
with financial statement disclosures.
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 2001(1)
1982-1 Program:
--------------
Estimated proved reserves:
Gas (Mcf) 693,943
Oil and liquids (Bbls) 507
Net present value
(discounted at 10% per annum) $ 648,978
1982-2 Program:
--------------
Estimated proved reserves:
Gas (Mcf) 848,484
Oil and liquids (Bbls) 471
Net present value
(discounted at 10% per annum) $ 631,180
- --------------
(1) Includes certain gas balancing adjustments which cause the gas volumes and
net present value to differ from the reserve reports prepared by Dyco and
reviewed by Ryder Scott.
No estimates of the proved reserves of the Programs comparable to those
included herein have been included in reports to any federal agency other than
the SEC. Additional information relating to the Programs' proved reserves is
contained in Note 4 to the Programs' financial statements, included in Item 8 of
this Annual Report.
Significant Properties
1982-1 Program
--------------
As of December 31, 2001, the 1982-1 Program's properties consist of 17
gross (1.86 net) productive wells. The 1982-1 Program also owns a non-working
interest in an additional 3 wells. Affiliates of the 1982-1 Program operate 12
(60%) of its
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total wells. All of the 1982-1 Program's properties are located onshore in the
continental United States. Substantially all of the 1982-1 Program's reserves
are located in the Anadarko Basin of western Oklahoma and the Texas panhandle,
which is an established oil and gas producing basin.
As of December 31, 2001, the 1982-1 Program's properties in the Anadarko
Basin consist of 16 gross (1.35 net) productive wells. The 1982-1 Program also
owns a non-working interest in an additional 3 wells in the Anadarko Basin.
Affiliates of the 1982-1 Program operate 11 (58%) of its total Anadarko Basin
wells. As of December 31, 2001, the 1982-1 Program had estimated total proved
reserves in the Anadarko Basin of approximately 600,885 Mcf of gas and
approximately 507 barrels of crude oil, with a present value (discounted at 10%
per annum) of estimated future net cash flow of approximately $594,478.
1982-2 Program
--------------
As of December 31, 2001, the 1982-2 Program's properties consist of 18
gross (1.82 net) productive wells. The 1982-2 Program also owns a non-working
interest in an additional 5 wells. Affiliates of the 1982-2 Program operate 10
(43%) of its total wells. All of the 1982-2 Program's reserves are located in
the Anadarko Basin.
Title to Oil and Gas Properties
Management believes that the Programs have satisfactory title to their oil
and gas properties. Record title to substantially all of the Programs'
properties is held by Dyco as nominee.
Title to the Programs' properties is subject to customary royalty,
overriding royalty, carried, working, and other similar interests and
contractual arrangements customary in the oil and gas industry, to liens for
current taxes not yet due, and to other encumbrances. Management believes that
such burdens do not materially detract from the value of such properties or from
the Programs' interest therein or materially interfere with their use in the
operation of the Programs' business.
ITEM 3. LEGAL PROCEEDINGS
To the knowledge of the management of Dyco and the Programs, neither Dyco,
the Programs, nor the Programs' properties are subject to any litigation, the
results of which would have a material effect on the Programs' or Dyco's
financial condition or operations.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the limited partners of
either Program during 2001.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND RELATED
LIMITED PARTNER MATTERS
The Programs do not have an established trading market for their units of
limited partnership interest ("Units"). Pursuant to the terms of the Program
Agreements, Dyco, as General Partner, is obligated to annually issue a
repurchase offer which is based on the estimated future net revenues from the
Programs' reserves and is calculated pursuant to the terms of the Program
Agreements. Such repurchase offer is recalculated monthly in order to reflect
cash distributions made to the limited partners and extraordinary events. The
following table sets forth, for the periods indicated, Dyco's repurchase offer
per Unit and the amount of the Programs' cash distributions per Unit for the
same period. For purposes of this Annual Report, a Unit represents an initial
subscription of $5,000 to a Program.
1982-1 PROGRAM
--------------
Repurchase Cash
Price Distributions
---------- -------------
2000:
First Quarter $59 $ -
Second Quarter 59 -
Third Quarter 75 -
Fourth Quarter 75 20
2001:
First Quarter $55 $ -
Second Quarter 55 20
Third Quarter 79 -
Fourth Quarter 79 -
2002:
First Quarter $79 $ -
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1982-2 PROGRAM
--------------
Repurchase Cash
Price Distributions
---------- -------------
2000:
First Quarter $ 82 $ -
Second Quarter 82 20
Third Quarter 97 -
Fourth Quarter 97 35
2001:
First Quarter $ 62 $ -
Second Quarter 62 35
Third Quarter 104 -
Fourth Quarter 104 -
2002:
First Quarter $104 $ -
As of March 1, 2002 the 1982-1 Program has 10,000 Units outstanding and
approximately 2,600 Limited Partners of record. The 1982-2 Program has 8,000
Units outstanding and approximately 2,050 Limited Partners of record.
ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data
The following table presents selected financial data for the Programs.
This data should be read in conjunction with the financial statements of the
Programs, and the respective notes thereto, included elsewhere in this Annual
Report. See "Item 8. Financial Statements and Supplementary Data."
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1982-1 Program
--------------
December 31,
-------------------------------------------------------------
2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
Summary of Operations:
Oil and gas sales $349,354 $365,372 $171,172 $189,639 $322,902
Total revenues 352,999 393,018 174,880 195,910 329,262
Lease operating
expenses 77,198 69,359 65,227 103,308 80,881
Production taxes 22,150 21,321 11,730 14,244 23,534
General and administrative
expenses 57,707 56,288 99,101 99,817 109,234
Depreciation, depletion,
and amortization of oil
and gas properties 23,260 7,289 18,171 21,999 35,611
Net income (loss) 172,684 238,761 ( 19,349) ( 43,458) 80,002
per Unit 17.10 23.64 ( 1.92) ( 4.30) 7.92
Cash distributions 202,000 202,000 - - 202,000
per Unit 20 20 - - 20
Summary Balance Sheet Data:
Total assets 219,210 242,308 208,291 276,584 319,181
Partners' capital 198,404 227,720 190,959 210,308 253,766
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1982-2 Program
--------------
December 31,
-------------------------------------------------------------
2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
Summary of Operations:
Oil and gas sales $507,315 $627,107 $333,514 $383,033 $724,753
Total revenues 513,248 635,817 338,989 451,775 733,617
Lease operating
expenses 87,023 46,324 88,791 91,116 93,272
Production taxes 36,965 42,074 23,884 27,045 48,699
General and administrative
expenses 67,093 65,404 78,343 78,639 86,233
Depreciation, depletion,
and amortization of oil
and gas properties 30,202 10,009 27,356 36,357 74,318
Net income 291,965 472,006 120,615 218,618 431,095
per Unit 36.13 58.42 14.93 27.06 53.35
Cash distributions 282,800 444,400 161,600 444,400 484,800
per Unit 35 55 20 55 60
Summary Balance Sheet Data:
Total assets 333,761 311,877 322,726 335,773 545,239
Partners' capital 218,434 209,269 181,663 222,648 448,430
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. Such statements reflect management's current views with respect to
future events and financial performance. This Annual Report also includes
certain information which is, or is based upon, estimates and assumptions. Such
estimates and assumptions are management's efforts to accurately reflect the
condition and operation of the Programs.
Use of forward-looking statements and estimates and assumptions involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve information, the operating risk
associated with oil and gas properties (including the risk of personal injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination, and other operating risks), the prospect of changing tax and
regulatory laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of foreign
imports of oil and gas, the level of consumer product demand, and the price and
availability of alternative fuels. Should one or more of these risks or
uncertainties occur or should estimates or underlying assumptions prove
incorrect, actual conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the
analysis of results of operations provided below. The Programs' revenues, net
income or loss, cash flows, carrying value of oil and gas properties, and amount
of oil and gas which can be economically produced depend substantially upon the
prevailing prices for oil and gas. Oil and gas prices (and consequently the
Programs' profitability) depend on a number of factors which are beyond the
control of the Partnerships. These factors include worldwide political
instability and terrorist activities (especially in oil-producing regions),
United Nations export embargoes, the supply and price of foreign imports of oil
and gas, the level of consumer product demand (which can be heavily influenced
by weather patterns), the level of domestic oil and gas production, government
regulations and taxes, the price and availability of alternative fuels, the
overall economic environment, and the availability and capacity of
transportation and processing facilities. The effect of these factors on future
oil and gas industry trends cannot be accurately predicted or anticipated. In
addition, the domestic oil and gas industry is highly competitive, with a large
number of
-17-
companies and individuals engaged in the exploration and development of oil and
gas properties. Predicting future prices is not possible. Concerning past
trends, oil and gas prices in the United States have been highly volatile for
many years.
Over the past ten years average yearly wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf range. Due to unusual supply and demand
circumstances gas prices in late 2000 and early 2001 rose to a level not seen
since the early 1980s. Recent economic trends and the supply/demand ratio have
caused natural gas prices to decline significantly. Substantially all of the
Programs' gas reserves are being sold on the "spot market." Prices on the spot
market are subject to wide seasonal and regional pricing fluctuations due to the
highly competitive nature of the spot market. In addition, such spot market
sales are generally short-term in nature and are dependent upon the obtaining of
transportation services provided by pipelines. Spot prices for the Programs' gas
production decreased from approximately $9.23 per Mcf at December 31, 2000 to
approximately $2.65 per Mcf at December 31, 2001. Such prices were on an MMBTU
basis and differ from the prices actually received by the Partnerships due to
transportation and marketing costs, BTU adjustments, and regional price and
quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past three years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.25 per barrel.
The current oil price range between the mid teens and low twenties is somewhat
dependent on production curtailment agreements among major oil producing
nations. Prices for the Programs' oil production decreased from approximately
$23.75 per barrel at December 31, 2000 to approximately $16.75 per barrel at
December 31, 2001.
Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed above, it is impossible to accurately predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
-18-
Results of Operations
1982-1 Program
--------------
Year Ended December 31, 2001 Compared to
Year Ended December 31, 2000
----------------------------------------
Total oil and gas sales decreased $16,018 (4.4%) in 2001 as compared to
2000. Of this decrease, approximately $5,000 and $70,000, respectively, were
related to decreases in volumes of oil and gas sold, which decreases were
partially offset by an increase of approximately $59,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased 197
barrels and 24,101 Mcf, respectively, in 2001 as compared to 2000. The decrease
in volumes of oil sold was primarily due to the sale of one well during 2000.
The decrease in volumes of gas sold was primarily due to a positive prior period
volume adjustment on one well during 2000. This decrease was partially offset by
a positive prior period gas balancing adjustment on another well during 2001.
Average oil prices decreased to $25.52 per barrel in 2001 from $27.18 per barrel
in 2000. Average gas prices increased to $3.46 per Mcf in 2001 from $2.88 per
Mcf in 2000.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $8,668 (9.6%) in 2001 as compared to 2000. This
increase was primarily due to compression expenses incurred on one well during
2001. As a percentage of oil and gas sales, these expenses increased to 28.4% in
2001 from 24.8% in 2000. This percentage increase was primarily due to the
dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties
increased $15,971 (219.1%) in 2001 as compared to 2000. This increase was
primarily due to decreases in the oil and gas prices used in the valuation of
reserves at December 31, 2001 as compared to December 31, 2000. As a percentage
of oil and gas sales, this expense increased to 6.7% in 2001 from 2.0% in 2000.
This percentage increase was primarily due to the dollar increase in
depreciation, depletion, and amortization.
General and administrative expenses increased $1,419 (2.5%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 16.5% in 2001 from 15.4% in 2000.
Year Ended December 31, 2000 Compared to
Year Ended December 31, 1999
----------------------------------------
Total oil and gas sales increased $194,200 (113.5%) in 2000 as compared to
1999. Of this increase, approximately $113,000 was related to an increase in the
average price of gas sold and
-19-
approximately $84,000 was related to an increase in volumes of gas sold. Volumes
of oil sold decreased 251 barrels, while volumes of gas sold increased 42,562
Mcf in 2000 as compared to 1999. The decrease in volumes of oil sold was
primarily due to the sale of one well during 2000. The increase in volumes of
gas sold was primarily due to (i) positive prior period volume adjustments made
by the operators on two wells during 2000 and (ii) a negative prior period
volume adjustment made by the purchaser on another well during 1999. Average oil
and gas prices increased to $27.18 per barrel and $2.88 per Mcf, respectively,
in 2000 from $18.94 per barrel and $1.97 per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $13,723 (17.8%) in 2000 as compared to 1999. This
increase was primarily due to (i) an increase in lease operating expenses
associated with the increase in volumes of gas sold and (ii) an increase in
production taxes associated with the increase in oil and gas sales. These
increases were partially offset by (i) the sale of one well during 2000 and (ii)
a positive prior period lease operating expense adjustment made by the operator
on one well during 1999. As a percentage of oil and gas sales, these expenses
decreased to 24.8% in 2000 from 45.0% in 1999. This percentage decrease was
primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $10,882 (59.9%) in 2000 as compared 1999. This decrease was primarily
due to an increase in the gas price used in the valuation of remaining reserves
at December 31, 2000 as compared to December 31, 1999. This decrease was
partially offset by the increase in volumes of gas sold. As a percentage of oil
and gas sales, this expense decreased to 2.0% in 2000 from 10.6% in 1999. This
percentage decrease was primarily due to the increases in the average prices of
oil and gas sold and the dollar decrease in depreciation, depletion, and
amortization.
General and administrative expenses decreased $42,813 (43.2%) in 2000 as
compared to 1999. This decrease was primarily due to a change in allocation
among the 1982-1 Program and other affiliated programs of audit fees and
indirect general and administrative expenses reimbursed to the General Partner.
As a percentage of oil and gas sales, these expenses decreased to 15.4% in 2000
from 57.9% in 1999. This percentage decrease was primarily due to the increase
in oil and gas sales and the dollar decrease in general and administrative
expenses.
-20-
1982-2 Program
--------------
Year Ended December 31, 2001 Compared to
Year Ended December 31, 2000
----------------------------------------
Total oil and gas sales decreased $119,792 (19.1%) in 2001 as compared to
2000. Of this decrease, approximately $207,000 was related to a decrease in
volumes of gas sold. This decrease was partially offset by an increase of
approximately $88,000 related to an increase in the average price of gas sold.
Volumes of oil and gas sold decreased 42 barrels and 59,304 Mcf, respectively,
in 2001 as compared to 2000. The decrease in volumes of gas sold was primarily
due to (i) the shutting-in of one well during 2001 in order to perform repairs
and maintenance, (ii) the shutting-in of two other wells during 2001 in order to
perform workovers on those wells, and (iii) normal declines in production. These
decreases were partially offset by a negative gas balancing adjustment made by
the operator on one well during 2000. Average oil prices decreased to $28.61 per
barrel in 2001 from $29.60 per barrel in 2000. Average gas prices increased to
$4.22 per Mcf in 2001 from $3.49 per Mcf in 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $35,590 (40.3%) in 2001 as compared to 2000. This
increase was primarily due to workover expenses incurred on two wells during
2001. This increase was partially offset by (i) a decrease in workover expenses
incurred on one well during 2001 as compared to 2000 and (ii) a decrease in
production taxes associated with the decrease in oil and gas sales. As a
percentage of oil and gas sales, these expenses increased to 24.4% in 2001 from
14.1% in 2000. This percentage increase was primarily due to the dollar increase
in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties
increased $20,193 (201.7%) in 2001 as compared to 2000. This increase was
primarily due to (i) decreases in the oil and gas prices used in the valuation
of reserves at December 31, 2001 as compared to December 31, 2000 and (ii)
downward revisions in the estimates of remaining oil and gas reserves at
December 31, 2001. These increases were partially offset by the decreases in
volumes of oil and gas sold. As a percentage of oil and gas sales, this expense
increased to 6.0% in 2001 from 1.6% in 2000. This percentage increase was
primarily due to the dollar increase in depreciation, depletion, and
amortization.
General and administrative expenses increased $1,689 (2.6%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 13.2% in 2001 from 10.4% in 2000. This percentage increase was primarily due
to the decrease in oil and gas sales.
-21-
Year Ended December 31, 2000 Compared to
Year Ended December 31, 1999
----------------------------------------
Total oil and gas sales increased $293,593 (88.0%) in 2000 as compared to
1999. Of this increase, approximately $259,000 was related to an increase in the
average price of gas sold and approximately $33,000 was related to an increase
in volumes of gas sold. Volumes of oil and gas sold increased 40 barrels and
16,162 Mcf, respectively, in 2000 as compared to 1999. The increase in volumes
of gas sold was primarily due to (i) a negative prior period volume adjustment
made by the purchaser on one well during 1999, (ii) a negative gas balancing
adjustment made by the operator on a second well during 1999, and (iii) the
successful recompletion of another well during 2000. These increases were
partially offset by (i) a negative gas balancing adjustment made by the operator
on another well during 2000 and (ii) normal declines in production. Average oil
and gas prices increased to $29.60 per barrel and $3.49 per Mcf, respectively,
in 2000 from $19.26 per barrel and $2.04 per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $24,277 (21.5%) in 2000 as compared to 1999. This
decrease was primarily due to (i) workover expenses incurred on several wells
during 1999 in order to improve the recovery of reserves and (ii) negative prior
period lease operating expense adjustments made on several wells during 2000.
These decreases were partially offset by (i) an increase in production taxes
associated with the increase in oil and gas sales and (ii) workover expenses
incurred on one well during 2000 in order to improve the recovery of reserves.
As a percentage of oil and gas sales, these expenses decreased to 14.1% in 2000
from 33.8% in 1999. This percentage decrease was primarily due to the increase
in the average price of gas sold and the dollar decrease in oil and gas
production expenses.
Depreciation, depletion, and amortization of oil and gas properties
decreased $17,347 (63.4%) in 2000 as compared to 1999. This decrease was
primarily due to an increase in the gas price used in the valuation of remaining
reserves at December 31, 2000 as compared to December 31, 1999. As a percentage
of oil and gas sales, this expense decreased to 1.6% in 2000 from 8.2% in 1999.
This percentage decrease was primarily due to the increase in the average price
of gas sold and the dollar decrease in depreciation, depletion, and
amortization.
General and administrative expenses decreased $12,939 (16.5%) in 2000 as
compared to 1999. This decrease was primarily due to a change in allocation
among the 1982-2 Program and other affiliated programs of audit fees and
indirect general and administrative expenses reimbursed to the General Partner.
As a percentage of oil and gas sales, these expenses decreased to 10.4% in 2000
from 23.5% in 1999. This percentage decrease was primarily due to the increase
in oil and gas sales.
-22-
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the limited partners on a quarterly basis. See "Item 5. Market
for the Registrant's Limited Partnership Units and Related Limited Partner
Matters." The net proceeds from production are not reinvested in productive
assets, except to the extent that producing wells are improved, where methods
are employed to permit more efficient recovery of reserves, or where identified
developmental drilling or recompletion opportunities are pursued, thereby
resulting in a positive economic impact. Assuming 2001 production levels for
future years, the 1982-1 Program's proved oil and gas reserve quantities at
December 31, 2001 would have remaining lives of approximately 7.7 and 6.9 years,
respectively, and the 1982-2 Program's proved oil and gas reserves at December
31, 2001 would have remaining lives of approximately 13.1 and 7.1 years,
respectively. These life of reserves estimates are based on the current
estimates of remaining oil and gas reserves. See "Item 2. Properties" for a
discussion of these reserve estimates. Any decrease from the high oil and gas
prices at December 31, 2001 may cause a decrease in the estimated life of said
reserves.
The Programs' available capital from the limited partners' subscriptions
has been spent on oil and gas drilling activities and there should be no further
material capital resource commitments in the future. Occasional expenditures by
the Programs for well completions or workovers, however, may reduce or eliminate
cash available for particular quarterly cash distributions. During 1999 the
1982-1 Program paid $74,325, net of taxes, for the purchase of gas reserves from
Burlington Resources (of which $34,663 was recorded to oil and gas properties
and $39,662 was used to reduce the accrued liability for lease operating
expenses) on the Purvis No. 1-2 well and the Armstrong No. 1-29 well. These
reserves were purchased in order to assist the 1982-1 Program in reducing its
gas imbalance liability since the 1982-1 Program had produced significantly more
than its share of gas on these wells. The 1982-1 Program owns working interests
of 8.95% and 7.18%, respectively, in the Purvis No. 1-2 and Armstrong No. 1-19
wells. During 1999, the 1982-2 Program invested approximately $12,000 in
equipment for successful workovers on three wells in order to improve the
recovery of reserves. The Programs have no debt commitments. Cash for
operational purposes has generally been provided by current oil and gas
production. Management believes that cash for ordinary operational purposes will
be provided by current oil and gas production.
The 1982-1 Program's Statements of Cash Flows for the years ended December
31, 2001 and 2000 include proceeds from the sale of oil and gas properties.
These proceeds were included in the 1982-1 Program's first cash distribution
following receipt of the proceeds. It is possible that the 1982-1 Program's
future repurchase values and the amount or likelihood of future cash
distributions could be reduced as a result of the disposition of these
properties.
-23-
There can be no assurance as to the amount of the Programs' future cash
distributions. The Programs' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Programs'
operating activities, which will be affected (either positively or negatively)
by many factors beyond the control of the Programs, including the price of and
demand for oil and gas and other market and economic conditions. Even if prices
and costs remain stable, the amount of cash available for distributions will
decline over time (as the volume of production from producing properties
declines) since the Programs are not replacing production through acquisitions
of producing properties and drilling.
New Accounting Pronouncements
Below is a brief description of a Financial Accounting Standard ("FAS")
recently issued by the Financial Accounting Standards Board ("FASB") which may
have an impact on the Programs' future results of operations and financial
position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning after
June 15, 2002 (January 1, 2003 for the Programs). FAS No. 143 will require the
recording of the fair value of liabilities associated with the retirement of
long-lived assets (mainly plugging and abandonment costs for the Programs'
depleted wells), in the period in which the liabilities are incurred (at the
time the wells are drilled). Management has not yet determined the effect of
adopting this statement on the Programs' financial condition or results of
operations.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign production, foreign imports of oil,
market demand, domestic and foreign economic conditions in general, and
governmental regulations and tax laws. The general level of inflation in the
economy did not have a material effect on the operations of the Programs in
2001. Oil and gas prices have fluctuated during recent years and generally have
not followed the same pattern as inflation. See "Item 2. Properties - Oil and
Gas Production, Revenue, and Price History."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
The Programs do not hold any market risk sensitive instruments.
-24-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital and cash flows present fairly, in
all material respects, the financial position of the Dyco Oil and Gas Program
1982-1 Limited Partnership, a Minnesota limited partnership, at December 31,
2001 and 2000, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Program's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 21, 2002
-25-
DYCO OIL AND GAS PROGRAM
1982-1 LIMITED PARTNERSHIP
Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $109,982 $ 68,441
Accrued oil and gas sales 24,679 61,238
------- -------
Total current assets $134,661 $129,679
NET OIL AND GAS PROPERTIES,
utilizing the full cost method 63,005 76,296
DEFERRED CHARGE 21,544 36,333
------- -------
$219,210 $242,308
======= =======
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Accounts payable $ 7,290 $ 3,357
------- -------
Total current liabilities $ 7,290 $ 3,357
ACCRUED LIABILITY $ 13,516 $ 11,231
PARTNERS CAPITAL:
General Partner, 100 general
partner units $ 1,984 $ 2,277
Limited Partners, issued and
outstanding, 10,000 Units 196,420 225,443
------- -------
Total Partners' Capital $198,404 $227,720
------- -------
$219,210 $242,308
======= =======
The accompanying notes are an integral
part of these financial statements.
-26-
DYCO OIL AND GAS PROGRAM
1982-1 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
-------- ---------- ----------
REVENUES:
Oil and gas sales $349,354 $365,372 $171,172
Interest 3,645 5,621 3,708
Gain on sale of oil and
gas properties - 22,025 -
------- ------- -------
$352,999 $393,018 $174,880
COSTS AND EXPENSES:
Lease operating $ 77,198 $ 69,359 $ 65,227
Production taxes 22,150 21,321 11,730
Depreciation, depletion, and
amortization of oil and
gas properties 23,260 7,289 18,171
General and administrative 57,707 56,288 99,101
------- ------- -------
$180,315 $154,257 $194,229
------- ------- -------
NET INCOME (LOSS) $172,684 $238,761 ($ 19,349)
======= ======= =======
GENERAL PARTNER (1%) -
NET INCOME (LOSS) $ 1,727 $ 2,388 ($ 193)
======= ======= =======
LIMITED PARTNERS (99%) -
NET INCOME (LOSS) $170,957 $236,373 ($ 19,156)
======= ======= =======
NET INCOME (LOSS) per Unit $ 17.10 $ 23.64 ($ 1.92)
======= ======= =======
UNITS OUTSTANDING 10,100 10,100 10,100
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
-27-
DYCO OIL AND GAS PROGRAM
1982-1 LIMITED PARTNERSHIP
Statements of Changes in Partners' Capital
For the Years Ended December 31, 2001, 2000, and 1999
General Limited
Partner Partners Total
-------- ---------- ----------
Balances at Dec. 31, 1998 $2,102 $208,206 $210,308
Net loss ( 193) ( 19,156) ( 19,349)
----- ------- -------
Balances at Dec. 31, 1999 $1,909 $189,050 $190,959
Cash distributions ( 2,020) ( 199,980) ( 202,000)
Net income 2,388 236,373 238,761
----- ------- -------
Balances at Dec. 31, 2000 $2,277 $225,443 $227,720
Cash distributions ( 2,020) ( 199,980) ( 202,000)
Net income 1,727 170,957 172,684
----- ------- -------
Balances at Dec. 31, 2001 $1,984 $196,420 $198,404
===== ======= =======
The accompanying notes are an integral
part of these financial statements.
-28-
DYCO OIL AND GAS PROGRAM
1982-1 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
---------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $172,684 $238,761 ($ 19,349)
Adjustments to reconcile net income
(loss) to net cash provided (used)
by operating activities:
Depreciation, depletion, and amorti-
zation of oil and gas properties 23,260 7,289 18,171
Gain on sale of oil and gas
properties - ( 22,025) -
(Increase) decrease in accrued
oil and gas sales 36,559 ( 27,678) ( 9,482)
Decrease in deferred charge 14,789 29,354 11,264
Increase (decrease)in
accounts payable 3,933 ( 1,205) ( 189)
Decrease in gas imbalance
payable - - ( 4,286)
Increase (decrease) in accrued
liability 2,285 ( 1,539) ( 44,469)
------- ------- -------
Net cash provided (used) by operating
activities $253,510 $222,957 ($ 48,340)
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of oil and
gas properties $ 223 $ 23,554 $ -
Additions to oil and gas properties ( 10,192) - ( 35,877)
------- ------- -------
Net cash provided (used) by investing
activities ($ 9,969) $ 23,554 ($ 35,877)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($202,000) ($202,000) $ -
------- ------- -------
Net cash used by financing
activities ($202,000) ($202,000) $ -
------- ------- -------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 41,541 $ 44,511 ($ 84,217)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 68,441 23,930 108,147
------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $109,982 $ 68,441 $ 23,930
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
-29-
DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 2001, 2000, and 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1982-1 Limited Partnership (the
"Program"), a Minnesota limited partnership, commenced operations on June
14, 1982. Dyco Petroleum Corporation ("Dyco") is the general partner of
the Program. Affiliates of Dyco owned 5,286 (52.9%) of the Program's Units
at December 31, 2001.
The Program's sole business is the development and production of oil
and gas with a concentration on gas. Substantially all of the Program's
gas reserves are being sold regionally in the "spot market." Due to the
highly competitive nature of the spot market, prices on the spot market
are subject to wide seasonal and regional pricing fluctuations. In
addition, such spot market sales are generally short-term in nature and
are dependent upon obtaining transportation services provided by
pipelines. The prices received for the Program's oil and gas are subject
to influences such as global consumption and supply trends.
Cash and Cash Equivalents
The Program considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents. Cash
equivalents are not insured, which cause the Program to be subject to
risk.
Credit Risk
Accrued oil and gas sales which are due from a variety of oil and
gas purchasers subject the Program to a concentration of credit risk. Some
of these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
Oil and gas operations are accounted for using the full cost method
of accounting. All productive and non-productive costs associated with the
acquisition, exploration, and development of oil and gas reserves are
capitalized. Capitalized costs are depleted on the gross revenue method
using estimates of proved reserves. The full
-30-
cost amortization rates per equivalent Mcf of gas produced during the
years ended December 31, 2001, 2000, and 1999 were $0.23, $0.06, and
$0.21, respectively. The Program's calculation of depreciation, depletion,
and amortization includes estimated future expenditures to be incurred in
developing proved reserves and estimated dismantlement and abandonment
costs, net of estimated salvage values. In the event the unamortized cost
of oil and gas properties being amortized exceeds the full cost ceiling
(as defined by the Securities and Exchange Commission("SEC")) the excess
is charged to expense in the year during which such excess occurs. Sales
and abandonments of properties are accounted for as adjustments of
capitalized costs with no gain or loss recognized, unless such adjustments
would significantly alter the relationship between capitalized costs and
proved oil and gas reserves.
Deferred Charge
The Deferred Charge at December 31, 2001 and 2000 represents costs
deferred for lease operating expenses incurred in connection with the
Program's underproduced gas imbalance positions. The rate used in
calculating the deferred charge is the average production costs per Mcf
during the period the underproduction occurred. At December 31, 2001,
cumulative total gas sales volumes for underproduced wells were less than
the Program's pro-rata share of total gas production from these wells by
43,593 Mcf, resulting in prepaid lease operating expenses of $21,544. At
December 31, 2000, cumulative total gas sales volumes for underproduced
wells were less than the Program's pro-rata share of total gas production
from these wells by 73,519 Mcf, resulting in prepaid lease operating
expenses of $36,333.
Accrued Liability
The Accrued Liability at December 31, 2001 and 2000 represents
charges accrued for lease operating expenses incurred in connection with
the Program's overproduced gas imbalance positions. The rate used in
calculating the accrued liability is the average production costs per Mcf
during the period the overproduction occurred. At December 31, 2001,
cumulative total gas sales volumes for overproduced wells exceeded the
Program's pro-rata share of total gas production from these wells by
27,443 Mcf, resulting in accrued lease operating expenses of $13,516. At
December 31, 2000, cumulative total gas sales volumes for overproduced
wells exceeded the Program's pro-rata share of total gas production from
these wells by 22,726 Mcf, resulting in accrued lease operating expenses
of $11,231.
-31-
Oil and Gas Sales and Gas Imbalance Payable
The Program's oil and condensate production is sold, title passed,
and revenue recognized at or near the Program's wells under short-term
purchase contracts at prevailing prices in accordance with arrangements
which are customary in the oil industry. Sales of gas applicable to the
Program's interest in producing oil and gas leases are recorded as revenue
when the gas is metered and title transferred pursuant to the gas sales
contracts covering the Program's interest in gas reserves. During such
times as the Program's sales of gas exceed its pro rata ownership in a
well, such sales are recorded as revenue unless total sales from the well
have exceeded the Program's share of estimated total gas reserves
underlying the property at which time such excess is recorded as a
liability. The rates per Mcf used to calculate this liability are based on
the average gas prices received for the volumes at the time the
overproduction occurred. At December 31, 2001 and 2000, no such liability
was recorded.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. Further, the deferred charge and the accrued liability involve
estimates which could materially differ from the actual amounts ultimately
realized or incurred in the near term. Oil and gas reserves (see Note 4)
also involve significant estimates which could materially differ from the
actual amounts ultimately realized.
New Accounting Pronouncements
Below is a brief description of a Financial Accounting Standard
("FAS") recently issued by the Financial Accounting Standards Board
("FASB") which may have an impact on the Program's future results of
operations and financial position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning
after June 15, 2002 (January 1, 2003 for the Program). FAS No. 143 will
require the recording of the fair value of liabilities associated with the
retirement
-32-
of long-lived assets (mainly plugging and abandonment costs for the
Program's depleted wells), in the period in which the liabilities are
incurred (at the time the wells are drilled). Management has not yet
determined the effect of adopting this statement on the Program's
financial condition or results of operations.
Income Taxes
Income or loss for income tax purposes is includable in the income
tax returns of the partners. Accordingly, no recognition has been given to
income taxes in the accompanying financial statements. During 2000, upon
Samson Resources Company's ownership of Units first exceeding 50% and as
required by IRS Regulations, the Program's tax year was changed from
January 1/December 31 in order to coincide with Samson's tax year of July
1/June 30.
2. TRANSACTIONS WITH RELATED PARTIES
Under the terms of the Program Agreement, Dyco is entitled to
receive a reimbursement for all direct expenses and general and
administrative, geological, and engineering expenses it incurs on behalf
of the Program. During the years ended December 31, 2001, 2000, and 1999,
such expenses totaled $57,707, $56,288, and $99,101, respectively, of
which $36,960, $36,960, and $74,460, respectively, were paid each year to
Dyco and its affiliates.
Affiliates of the Program operate certain of the Program's
properties. Their policy is to bill the Program for all customary charges
and cost reimbursements associated with these activities, together with
any compressor rentals, consulting, or other services provided. Such
charges are comparable to third party charges in the area where the wells
are located and are the same as charged to other working interest owners
in the wells.
3. MAJOR CUSTOMERS
The following purchasers individually accounted for 10% or more of
the combined oil and gas sales of the Program for the years ended December
31, 2001, 2000, and 1999:
-33-
Purchaser 2001 2000 1999
--------- ----- ----- -----
El Paso Energy
Marketing Company 87.3% 96.4% 95.6%
In the event of interruption of purchases by this significant customer or
the cessation or material change in availability of open-access
transportation by the Program's pipeline transporters, the Program may
encounter difficulty in marketing its gas and in maintaining historic
sales levels. Alternative purchasers or transporters may not be readily
available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Program is presented pursuant to the disclosure
requirements promulgated by the SEC.
Capitalized Costs
The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance at December 31, 2001 and
2000 were as follows:
December 31,
-------------------------------
2001 2000
------------- -------------
Proved properties $52,543,505 $52,533,536
Less accumulated depreciation,
depletion, amortization, and
valuation allowance ( 52,480,500) ( 52,457,240)
---------- ----------
Net oil and gas properties $ 63,005 $ 76,296
========== ==========
Costs Incurred
The Program incurred no oil and gas exploration costs during 2001,
2000, and 1999. During 2001, 2000, and 1999 the Program incurred oil and
gas property acquisition (purchase of reserves) and development costs as
follows:
-34-
December 31,
-----------------------------
2001 2000 1999
-------- -------- --------
Acquisition costs, net of
accrued liability $ - $ - $34,663
Development costs 10,192 - 1,214
Quantities of Proved Oil and Gas Reserves - Unaudited
Set forth below is a summary of the changes in the net quantities of
the Program's proved crude oil and gas reserves for the years ended
December 31, 2001, 2000, and 1999. Proved reserves were estimated by
petroleum engineers employed by affiliates of Dyco. Certain reserve
information was reviewed by Ryder Scott Company, L.P., an independent
petroleum engineering firm. All of the Program's reserves are located in
the United States. The following information includes certain gas
balancing adjustments which cause the gas volumes to differ from the
reserve information prepared by Dyco and reviewed by Ryder Scott.
-35-
2001 2000 1999
--------------------- --------------------- ---------------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
-------- --------- -------- --------- -------- ---------
Proved reserves,
beginning of year 520 712,180 3,071 736,978 1,080 676,620
Revisions of previous
estimates 53 76,159 ( 473) 99,669 2,505 88,871
Purchase of reserves - - - - - 53,392
Sales of reserves - - (1,815) - - -
Extensions and discoveries - 5,970 - - - -
Production ( 66) (100,366) ( 263) (124,467) ( 514) ( 81,905)
----- ------- ----- ------- ----- -------
Proved reserves,
end of year 507 693,943 520 712,180 3,071 736,978
===== ======= ===== ======= ===== =======
Proved developed reserves:
Beginning of year 520 712,180 3,071 736,978 1,080 676,620
----- ------- ----- ------- ----- -------
End of year 507 693,943 520 712,180 3,071 736,978
===== ======= ===== ======= ===== =======
-36-
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available
geological, engineering, and economic data for each reservoir. The data
for a given reservoir may change substantially over time as a result of,
among other things, additional development activity, production history,
and viability of production under varying economic conditions;
consequently, it is reasonably possible that material revisions to
existing reserve estimates may occur in the near future. Although every
reasonable effort has been made to ensure that the reserve estimates
reported herein represent the most accurate assessment possible, the
significance of the subjective decisions required and variances in
available data for various reservoirs make these estimates generally less
precise than other estimates presented in connection with financial
statement disclosures. The Program's reserves were determined at December
31, 2001 using oil and gas prices of $16.42 per barrel and $2.38 per Mcf,
respectively.
6. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2001 and 2000 are as
follows:
-37-
Dyco 1982-1 Program
-------------------
2001
------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- ---------
Total Revenues $136,920 $ 79,330 $ 65,584 $ 71,165
Gross Profit (1) 115,257 61,807 41,451 35,136
Net Income (Loss) 88,365 43,350 15,348 25,621
Limited Partners'
Net Income (Loss)
Per Unit 8.75 4.29 1.52 2.54
2000
------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $51,949 $91,717 $91,888 $157,464
Gross Profit (1) 36,768 76,236 74,664 114,670
Net Income 13,015 63,290 55,928 106,528
Limited Partners'
Net Income
Per Unit 1.29 6.26 5.54 10.55
- -------------------
(1) Total revenues less oil and gas production expenses.
(2) Gross profit as a percentage of total revenues decreased for the fourth
quarter due to a positive prior period lease operating expense adjustment
on one well.
-38-
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital and cash flows present fairly, in
all material respects, the financial position of the Dyco Oil and Gas Program
1982-2 Limited Partnership, a Minnesota limited partnership, at December 31,
2001 and 2000, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Program's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 21, 2002
-39-
DYCO OIL AND GAS PROGRAM
1982-2 LIMITED PARTNERSHIP
Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $128,718 $ 75,640
Accrued oil and gas sales 35,837 93,620
Accounts receivable -
General Partner (Note 2) 57,685 -
------- -------
Total current assets $222,240 $169,260
NET OIL AND GAS PROPERTIES,
utilizing the full cost method 93,750 124,629
DEFERRED CHARGE 17,771 17,988
------- -------
$333,761 $311,877
======= =======
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Accounts payable $ 4,847 $ 5,281
Gas imbalance payable 18,042 -
------- -------
Total current liabilities $ 22,889 $ 5,281
ACCRUED LIABILITY $ 92,438 $ 97,327
PARTNERS' CAPITAL:
General Partner, 80 general
partner units $ 2,184 $ 2,092
Limited Partners, issued and
outstanding, 8,000 Units 216,250 207,177
------- -------
Total Partners' Capital $218,434 $209,269
------- -------
$333,761 $311,877
======= =======
The accompanying notes are an integral
part of these financial statements.
-40-
DYCO OIL AND GAS PROGRAM
1982-2 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
-------- -------- --------
REVENUES:
Oil and gas sales $507,315 $627,107 $333,514
Interest 5,933 8,710 5,475
------- ------- -------
$513,248 $635,817 $338,989
COSTS AND EXPENSES:
Lease operating $ 87,023 $ 46,324 $ 88,791
Production taxes 36,965 42,074 23,884
Depreciation, depletion, and
amortization of oil and
gas properties 30,202 10,009 27,356
General and administrative 67,093 65,404 78,343
------- ------- -------
$221,283 $163,811 $218,374
------- ------- -------
NET INCOME $291,965 $472,006 $120,615
======= ======= =======
GENERAL PARTNER (1%) -
NET INCOME $ 2,920 $ 4,720 $ 1,206
======= ======= =======
LIMITED PARTNERS (99%) -
NET INCOME $289,045 $467,286 $119,409
======= ======= =======
NET INCOME per Unit $ 36.13 $ 58.42 $ 14.93
======= ======= =======
UNITS OUTSTANDING 8,080 8,080 8,080
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
-41-
DYCO OIL AND GAS PROGRAM
1982-2 LIMITED PARTNERSHIP
Statements of Changes in Partners' Capital
For the Years Ended December 31, 2001, 2000, and 1999
General Limited
Partner Partners Total
-------- ---------- ----------
Balances at Dec. 31, 1998 $2,226 $220,422 $222,648
Cash distributions ( 1,616) ( 159,984) ( 161,600)
Net income 1,206 119,409 120,615
----- ------- -------
Balances at Dec. 31, 1999 $1,816 $179,847 $181,663
Cash distributions ( 4,444) ( 439,956) ( 444,400)
Net income 4,720 467,286 472,006
----- ------- -------
Balances at Dec. 31, 2000 $2,092 $207,177 $209,269
Cash distributions ( 2,828) ( 279,972) ( 282,800)
Net income 2,920 289,045 291,965
----- ------- -------
Balances at Dec. 31, 2001 $2,184 $216,250 $218,434
===== ======= =======
The accompanying notes are an integral
part of these financial statements.
-42-
DYCO OIL AND GAS PROGRAM
1982-2 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $291,965 $472,006 $120,615
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation, depletion, and amorti-
zation of oil and gas properties 30,202 10,009 27,356
(Increase) decrease in accrued oil
and gas sales 57,783 ( 28,090) ( 2,534)
(Increase) in accounts receivable -
General Partner ( 57,685) - -
(Increase) decrease in deferred charge 217 15,085 ( 11,327)
Increase (decrease) in accounts
payable ( 434) ( 4,929) 5,430
Increase (decrease) in gas
imbalance payable 18,042 ( 242) ( 1,433)
Increase (decrease) in accrued
liability ( 4,889) ( 33,284) 23,941
------- ------- -------
Net cash provided by operating
activities $335,201 $430,555 $162,048
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of oil and
gas properties $ 677 $ 1,770 $ 3,289
Additions to oil and gas properties - ( 14,527) ( 12,189)
------- ------- -------
Net cash provided (used) by investing
activities $ 677 ($ 12,757) ($ 8,900)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($282,800) ($444,400) ($161,600)
------- ------- -------
Net cash used by financing
activities ($282,800) ($444,400) ($161,600)
------- ------- -------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ 53,078 ($ 26,602) ($ 8,452)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 75,640 102,242 110,694
------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $128,718 $ 75,640 $102,242
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
-43-
DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 2001, 2000, and 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Dyco Oil and Gas Program 1982-2 Limited Partnership (the
"Program "), a Minnesota limited partnership, commenced operations on
March 1, 1983. Dyco Petroleum Corporation ("Dyco") is the general partner
of the Program. Affiliates of Dyco owned 3,972 (49.7%) of the Program's
Units at December 31, 2001.
The Program's sole business is the development and production of oil
and gas with a concentration on gas. Substantially all of the Program's
gas reserves are being sold regionally in the "spot market." Due to the
highly competitive nature of the spot market, prices on the spot market
are subject to wide seasonal and regional pricing fluctuations. In
addition, such spot market sales are generally short-term in nature and
are dependent upon obtaining transportation services provided by
pipelines. The prices received for the Program's oil and gas are subject
to influences such as global consumption and supply trends.
Cash and Cash Equivalents
The Program considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents. Cash
equivalents are not insured, which cause the Program to be subject to
risk.
Credit Risk
Accrued oil and gas sales which are due from a variety of oil and
gas purchasers subject the Program to a concentration of credit risk. Some
of these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
Oil and gas operations are accounted for using the full cost method
of accounting. All productive and non-productive costs associated with the
acquisition, exploration, and development of oil and gas reserves are
capitalized. Capitalized costs are depleted on the gross revenue method
using estimates of proved reserves. The full
-44-
cost amortization rates per equivalent Mcf of gas produced during the
years ended December 31, 2001, 2000 and 1999 were $0.25, $0.06, and $0.17,
respectively. The Program's calculation of depreciation, depletion, and
amortization includes estimated future expenditures to be incurred in
developing proved reserves and estimated dismantlement and abandonment
costs, net of estimated salvage values. In the event the unamortized cost
of oil and gas properties being amortized exceeds the full cost ceiling
(as defined by the Securities and Exchange Commission("SEC")) the excess
is charged to expense in the year during which such excess occurs. Sales
and abandonments of properties are accounted for as adjustments of
capitalized costs with no gain or loss recognized, unless such adjustments
would significantly alter the relationship between capitalized costs and
proved oil and gas reserves.
Deferred Charge
The Deferred Charge at December 31, 2001 and 2000 represents costs
deferred for lease operating expenses incurred in connection with the
Program's underproduced gas imbalance positions. The rate used in
calculating the deferred charge is the average production costs per Mcf
during the period the underproduction occurred. At December 31, 2001,
cumulative total gas sales volumes for underproduced wells were less than
the Program's pro-rata share of total gas production from these wells by
50,919 Mcf, resulting in prepaid lease operating expenses of $17,771. At
December 31, 2000, cumulative total gas sales volumes for underproduced
wells were less than the Program's pro-rata share of total gas production
from these wells by 51,542 Mcf, resulting in prepaid lease operating
expenses of $17,988.
Accrued Liability
The Accrued Liability at December 31, 2001 and 2000 represents
charges accrued for lease operating expenses incurred in connection with
the Program's overproduced gas imbalance positions. The rate used in
calculating the accrued liability is the average production costs per Mcf
during the period the overproduced occurred. At December 31, 2001,
cumulative total gas sales volumes for overproduced wells exceeded the
Program's pro-rata share of total gas production from these wells by
264,864 Mcf, resulting in future lease operating expenses of $92,438. At
December 31, 2000, cumulative total gas sales volumes for overproduced
wells exceeded the Program's pro-rata share of total gas production from
these wells by 278,875 Mcf, resulting in accrued lease operating expenses
of $97,327.
-45-
Oil and Gas Sales and Gas Imbalance Payable
The Program's oil and condensate production is sold, title passed,
and revenue recognized at or near the Program's wells under short-term
purchase contracts at prevailing prices in accordance with arrangements
which are customary in the oil industry. Sales of gas applicable to the
Program's interest in producing oil and gas leases are recorded as revenue
when the gas is metered and title transferred pursuant to the gas sales
contracts covering the Program's interest in gas reserves. During such
times as the Program's sales of gas exceed its pro rata ownership in a
well, such sales are recorded as revenue unless total sales from the well
have exceeded the Program's share of estimated total gas reserves
underlying the property at which time such excess is recorded as a
liability. The rates per Mcf used to calculate this liability are based on
the average gas prices received for the volumes at the time the
overproduction occurred. At December 31, 2001, total sales exceeded the
Program's share of estimated total gas reserves on one well by $18,042
(12,028 Mcf). This amount was recorded as a gas imbalance payable at
December 31, 2001 in accordance with the sales method. At December 31,
2000, no such liability was recorded.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. Further, the deferred charge, the gas imbalance payable, and
the accrued liability all involve estimates which could materially differ
from the actual amounts ultimately realized or incurred in the near term.
Oil and gas reserves (see Note 4) also involve significant estimates which
could materially differ from the actual amounts ultimately realized.
New Accounting Pronouncements
Below is a brief description of a Financial Accounting Standard
("FAS") recently issued by the Financial Accounting Standards Board
("FASB") which may have an impact on the Program's future results of
operations and financial position.
-46-
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning
after June 15, 2002 (January 1, 2003 for the Program). FAS No. 143 will
require the recording of the fair value of liabilities associated with the
retirement of long-lived assets (mainly plugging and abandonment costs for
the Program's depleted wells), in the period in which the liabilities are
incurred (at the time the wells are drilled). Management has not yet
determined the effect of adopting this statement on the Program's
financial condition or results of operations.
Income Taxes
Income or loss for income tax purposes is includable in the income
tax returns of the partners. Accordingly, no recognition has been given to
income taxes in the accompanying financial statements.
2. TRANSACTIONS WITH RELATED PARTIES
Under the terms of the Program Agreement, Dyco is entitled to
receive a reimbursement for all direct expenses and general and
administrative, geological, and engineering expenses it incurs on behalf
of the Program. During the years ended December 31, 2001, 2000, and 1999,
such expenses totaled $67,093, $65,404, and $78,343, respectively, of
which $48,624, $48,624, and $58,440, respectively, were paid each year to
Dyco and its affiliates.
Affiliates of the Program operate certain of the Program's
properties. Their policy is to bill the Program for all customary charges
and cost reimbursements associated with these activities, together with
any compressor rentals, consulting, or other services provided. Such
charges are comparable to third party charges in the area where the wells
are located and are the same as charged to other working interest owners
in the wells.
Accounts Receivable - General Partner
The Accounts Receivable - General Partner at December 31, 2001
represents accrued proceeds from a related party for a gas balancing
adjustment. Such amount was received in the first quarter of 2002.
-47-
3. MAJOR CUSTOMERS
The following purchasers individually accounted for 10% or more of
the combined oil and gas sales of the Program for the years ended December
31, 2001, 2000, and 1999:
Purchaser 2001 2000 1999
--------- ----- ------ -----
El Paso Energy Marketing Company 99.6% 98.8% 99.6%
In the event of interruption of purchases by this significant customer or
the cessation or material change in availability of open-access
transportation by the Program's pipeline transporters, the Program may
encounter difficulty in marketing its gas and in maintaining historic
sales levels. Alternative purchasers or transporters may not be readily
available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Program is presented pursuant to the disclosure
requirements promulgated by the SEC.
Capitalized Costs
The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance at December 31, 2001 and
2000 were as follows:
December 31,
-------------------------------
2001 2000
------------- -------------
Proved properties $38,322,260 $38,322,937
Less accumulated depreciation,
depletion, amortization,
and valuation allowance ( 38,228,510) ( 38,198,308)
---------- ----------
Net oil and gas properties $ 93,750 $ 124,629
========== ==========
-48-
Costs Incurred
The Program incurred no oil and gas property acquisition or
exploration costs during 2001, 2000, and 1999. Costs incurred by the
Program in connection with its oil and gas property development activities
during 2001, 2000, and 1999 were as follows:
December 31,
--------------------------
2001 2000 1999
------ ------ ------
Development costs $ - $14,527 $12,189
Quantities of Proved Oil and Gas Reserves - Unaudited
Set forth below is a summary of the changes in the net quantities of
the Program's proved crude oil and gas reserves for the years ended
December 31, 2001, 2000, and 1999. Proved reserves were estimated by
petroleum engineers employed by affiliates of Dyco. Certain reserve
information was reviewed by Ryder Scott Company, L.P., an independent
petroleum engineering firm. All of the Program's reserves are located in
the United States. The following information includes certain gas
balancing adjustments which cause the gas volumes to differ from the
reserve information prepared by Dyco and reviewed by Ryder Scott.
-49-
2001 2000 1999
--------------------- --------------------- --------------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ ----------- ------- ----------- ------- -----------
Proved reserves,
beginning of year 540 1,066,882 322 962,934 544 1,047,972
Revisions of previous
estimates ( 33) ( 98,421) 296 283,229 (184) 78,081
Production ( 36) ( 119,977) ( 78) ( 179,281) ( 38) ( 163,119)
--- --------- --- --------- --- ---------
Proved reserves,
end of year 471 848,484 540 1,066,882 322 962,934
=== ========= === ========= === =========
Proved developed reserves:
Beginning of year 540 1,066,882 322 962,934 544 1,047,972
--- --------- --- --------- --- ---------
End of year 471 848,484 540 1,066,882 322 962,934
=== ========= === ========= === =========
-50-
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available
geological, engineering, and economic data for each reservoir. The data
for a given reservoir may change substantially over time as a result of,
among other things, additional development activity, production history,
and viability of production under varying economic conditions;
consequently, it is reasonably possible that material revisions to
existing reserve estimates may occur in the near future. Although every
reasonable effort has been made to ensure that the reserve estimates
reported herein represent the most accurate assessment possible, the
significance of the subjective decisions required and variances in
available data for various reservoirs make these estimates generally less
precise than other estimates presented in connection with financial
statement disclosures. The Program's reserves were determined at December
31, 2001 using oil and gas prices of $16.04 per barrel and $2.34 per Mcf,
respectively.
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2001 and 2000 are as
follows:
-51-
Dyco 1982-2 Program
-------------------
2001
-------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- ---------
Total Revenues $222,203 $165,242 $101,393 $ 24,410
Gross Profit (1) 192,746 141,173 54,856 485
Net Income (Loss) 162,669 116,593 23,334 ( 10,631)
Limited Partners'
Net Income (Loss)
Per Unit 20.13 14.43 2.89 ( 1.32)
2000
-------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $110,821 $142,679 $199,676 $182,641
Gross Profit (1) 86,192 112,554 173,361 175,312
Net Income 57,231 96,061 148,858 169,856
Limited Partners'
Net Income
Per Unit 7.08 11.89 18.42 21.03
- -------------------
(1) Total revenues less oil and gas production expenses.
(2) Gross profit as a percentage of total revenues decreased for the fourth
quarter due to (i) a decrease in volumes of gas sold and (ii) workover
expenses incurred on two wells.
-52-
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Programs are limited partnerships and have no directors or executive
officers. The following individuals are directors and executive officers of
Dyco, the General Partner. The business address of such directors and executive
officers is Two West Second Street, Tulsa, Oklahoma 74103.
NAME AGE POSITION WITH DYCO
---------------- --- --------------------------------
Dennis R. Neill 50 President and Director
Craig D. Loseke 33 Chief Financial Officer
Judy K. Fox 51 Secretary
The director will hold office until the next annual meeting of
shareholders of Dyco or until his successor has been duly elected and qualified.
All executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Dyco on June 18, 1991, and was named President of Dyco on June 30,
1996. Prior to joining Samson, he was associated with a Tulsa law firm, Conner
and Winters, where his principal practice was in the securities area. He
received a Bachelor of Arts degree in political science from Oklahoma State
University and a Juris Doctorate degree from the University of Texas. Mr. Neill
also serves as Senior Vice President of Samson Investment Company and as
President and Director of Samson Properties Incorporated, Samson Hydrocarbons
Company, Berry Gas Company, Circle L Drilling Company, Compression, Inc., and
Geodyne Resources, Inc. and its subsidiaries.
Craig D. Loseke joined Samson in 1990 and was named Chief Financial Officer
of Dyco on November 15, 2001. He received a Bachelor of Science in Accounting
and a Master of Business Administration from the University of Tulsa. He is a
Certified Public Accountant and Certified Management Accountant. Mr. Loseke also
serves as Vice President of Financial and Operational Reporting of Samson
Investment Company.
-53-
Judy K. Fox joined Samson in 1990 and was named Secretary of Dyco on June
30, 1996. Prior to joining Samson, she served as Gas Contract Manager for Ely
Energy Company. Ms. Fox is also Secretary of Berry Gas Company, Circle L
Drilling Company, Compression, Inc., Samson Hydrocarbons Company, Samson
Properties Incorporated, and Geodyne Resources, Inc. and its subsidiaries.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Programs and Dyco, there were no officers,
directors, or ten percent owners who were delinquent filers during 2001 of
reports required under Section 16(a) of the Securities and Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION
The Programs are limited partnerships and, therefore, have no officers or
directors. The following table summarizes the amounts paid by the Programs as
compensation and reimbursements to Dyco and its affiliates for the three years
ended December 31, 2001:
Compensation/Reimbursement to Dyco and its affiliates
Three Years Ended December 31, 2001
Type of Compensation/Reimbursement(1) Expense
- ------------------------------------- -------------------------
2001 2000 1999
------- ------- -------
1982-1 Program
- --------------
Compensation:
Operations (2) (2) (2)
Reimbursements:
General and Administrative,
Geological, and Engineering
Expenses and Direct Expenses(3) $36,960 $36,960 $74,460
1982-2 Program
- --------------
Compensation:
Operations (2) (2) (2)
Reimbursements:
General and Administrative,
Geological, and Engineering
Expenses and Direct Expenses(3) $48,624 $48,624 $58,440
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- ----------
(1) The authority for all of such compensation and reimbursement is the
Program Agreements. With respect to the Operations activities noted in the
table, management believes that such compensation is equal to or less than
that charged by unaffiliated persons in the same geographic areas and
under the same conditions.
(2) Affiliates of the Programs serve as operator of a significant portion of
the Programs' wells. Dyco, as General Partner, contracts with such
affiliates for services as operator of the wells. As operator, such
affiliates are compensated at rates provided in the operating agreements
in effect and charged to all parties to such agreement. The dollar amount
of such compensation paid by the Programs to such affiliates is impossible
to quantify as of the date of this Annual Report.
(3) The Programs reimburse Dyco and its affiliates for reasonable and
necessary general and administrative, geological, and engineering expenses
and direct expenses incurred in connection with their management and
operation of the Programs. The directors, officers, and employees of Dyco
and its affiliates receive no direct remuneration from the Programs for
their services to the Programs. See "Salary Reimbursement Table" below.
The allocable general and administrative, geological, and engineering
expenses are apportioned on a reasonable basis between the Programs'
business and all other oil and gas activities of Dyco and its affiliates,
including Dyco's management and operation of affiliated oil and gas
limited partnerships. The allocation to the Programs of these costs is
made by Dyco as General Partner.
As noted in the Compensation/Reimbursement Table above, the directors,
officers, and employees of Dyco and their affiliates receive no direct
remuneration from the Programs for their services. However, to the extent such
services represent direct involvement with the Programs, as opposed to general
corporate functions, such persons' salaries are allocated to and reimbursed by
the Programs. Such allocation to the Programs' general and administrative,
geological, and engineering expenses of the salaries of directors, officers, and
employees of Dyco and its affiliates is based on internal records maintained by
Dyco and its affiliates, and represents investor relations, legal, accounting,
data processing, management, gas marketing, and other functions directly
attributable to the Programs' operations. When actual costs incurred benefit
other partnerships and affiliates, the allocation of costs is based on the
relationship of the Program's reserves to the total reserves owned by all
partnerships and affiliates. The following tables indicate the approximate
amount of general and administrative expense reimbursement attributable to the
salaries of the directors,
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officers, and employees of Dyco and its affiliates for the three years ended
December 31, 2001:
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1982-1 Program
--------------
Salary Reimbursement
Three Years Ended December 31, 2001
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $45,480 - - - - - -
2000 $21,936 - - - - - -
2001 $20,520 - - - - - -
- ----------
(1) The general and administrative expenses paid by the Program and attributable
to salary reimbursements do not include any salary or other compensation
attributable to Mr. Neill.
(2) No officer or director of Dyco or its affiliates provides full-time
services to the Program and no individual's salary or other compensation
reimbursement from the Program equals or exceeds $100,000 per annum.
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1982-2 Program
--------------
Salary Reimbursement
Three Years Ended December 31, 2001
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $35,695 - - - - - -
2000 $28,858 - - - - - -
2001 $26,996 - - - - - -
- ----------
(1) The general and administrative expenses paid by the Program and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Dyco or its affiliates provides full-time
services to the Program and no individual's salary or other compensation
reimbursement from the Program equals or exceeds $100,000 per annum.
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Samson maintains necessary inventories of new and used field equipment.
Samson may have provided some of this equipment for wells in which the Programs
have an interest. This equipment were provided at prices or rates equal to or
less than those normally charged in the same or comparable geographic area by
unaffiliated persons or companies dealing at arm's length. The operators of
these wells bill the Programs for a portion of such costs based upon the
Programs' interest in the well.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of
the Programs' Units as of March 1, 2002 by each beneficial owner of more than 5%
of the issued and outstanding Units and by the directors, officers, and
affiliates of Dyco. The address of each of such persons is Samson Plaza, Two
West Second Street, Tulsa, Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
--------------------------------- -----------------
1982-1 Program:
--------------
Samson Resources Company 5,290 (52.9%)
All directors, officers, and
affiliates of Dyco as a group
and Dyco (5 persons) 5,290 (52.9%)
1982-2 Program:
--------------
Samson Resources Company 3,974 (49.7%)
All directors, officers, and
affiliates of Dyco as a group
and Dyco (5 persons) 3,974 (49.7%)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain affiliates of Dyco engage in oil and gas activities independently
of the Programs which result in conflicts of interest that cannot be totally
eliminated. The allocation of acquisition and drilling opportunities and the
nature of the compensation arrangements between the Programs and such affiliates
also create potential conflicts of interest. An affiliate of the Program owns a
significant amount of the
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Programs' Units and therefore has an identity of interest with other limited
partners with respect to the operations of the Programs.
In order to attempt to assure limited liability for limited partners as
well as an orderly conduct of business, management of the Programs is exercised
solely by Dyco. The Program Agreements grant Dyco broad discretionary authority
with respect to the Programs' participation in drilling prospects and
expenditure and control of funds, including borrowings. These provisions are
similar to those contained in prospectuses and partnership agreements for other
public oil and gas partnerships. Broad discretion as to general management of
the Programs involves circumstances where Dyco has conflicts of interest and
where it must allocate costs and expenses, or opportunities, among the Programs
and other competing interests.
Dyco does not devote all of its time, efforts, and personnel exclusively
to the Programs. Furthermore, the Programs do not have any employees, but
instead rely on the personnel of Samson. The Programs thus compete with Samson
(including other oil and gas programs) for the time and resources of such
personnel. Samson devotes such time and personnel to the management of the
Programs as are indicated by the circumstances and as are consistent with Dyco's
fiduciary duties.
Affiliates of the Programs are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
Programs' leasehold interests. Because affiliates of the Programs who provide
services to the Programs have fiduciary or other duties to other members of
Samson, contract amendments and negotiating positions taken by them in their
effort to enforce contracts with purchasers may not necessarily represent the
positions that a Program would take if it were to administer its own contracts
without involvement with other members of Samson. On the other hand, management
believes that the Programs' negotiating strength and contractual positions have
been enhanced by virtue of its affiliation with Samson.
Samson Resources Company, an affiliate of Dyco, currently owns
approximately 52% and 50%, respectively, of the 1982-1 and 1982-2 Programs'
outstanding Units as of March 1, 2002. The Program Agreement permits Resources
to independently vote its Units. Resources' majority Unit ownership will
therefore likely determine the outcome of any matter submitted for a vote of the
Limited Partners of the Programs.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for
the Programs as of December 31, 2001 and 2000 and for the
years ended December 31, 2001, 2000, and 1999 are filed as
part of this report:
Reports of Independent Accountants
Balance Sheets
Statements of Operations
Statements of Changes in Partners' Capital
Statements of Cash Flows
Notes to Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
4.1 Drilling Agreement dated February 16, 1982 for Dyco
Drilling Program 1982-1 by and between Dyco Oil and Gas
Program 1982-1, Dyco Petroleum Corporation, and Jaye F.
Dyer filed as Exhibit 4.1 to Annual Report on Form 10-K
for the year ended December 31, 1991 on April 13, 1992
and is hereby incorporated by reference.
4.2 Program Agreement dated February 16, 1992 for Dyco Oil
and Gas Program 1982-1 by and between Dyco Petroleum
Corporation and Participants filed as Exhibit 4.2 to
Annual Report on Form 10-K for the year ended December
31, 1991 on April 13, 1992 and is hereby incorporated by
reference.
4.3 Amendment to Program Agreement for Dyco Oil and Gas
Program 1982-1 dated February 9, 1991 filed as Exhibit
4.3 to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 13, 1992 and is hereby
incorporated by reference.
4.4 Certificate of Limited Partnership, as amended, for Dyco
Oil and Gas Program 1982-1 Limited Partnership filed as
Exhibit 4.3 to
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Annual Report on Form 10-K for the year ended December
31, 1991 on April 13, 1992 and is hereby incorporated by
reference.
4.5 Drilling Agreement dated June 14, 1982 for Dyco Drilling
Program 1982-2 by and between Dyco Oil and Gas Program
1982-2, Dyco Petroleum Corporation, and Jaye F. Dyer
filed as Exhibit 4.4 to Annual Report on Form 10-K for
the year ended December 31, 1991 on April 13, 1992 and
is hereby incorporated by reference.
4.6 Form of Program Agreement for Dyco Oil and Gas Program
1982-2 by and between Dyco Petroleum Corporation and the
Participants filed as Exhibit 4.6 to Annual Report on
Form 10-K for the year ended December 31, 1991 on April
13, 1992 and is hereby incorporated by reference.
4.7 Amendment to Program Agreement for Dyco Oil and Gas
Program 1982-2 dated February 9, 1989 filed as Exhibit
4.7 to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 13, 1992 and is hereby
incorporated by reference.
4.8 Certificate of Limited Partnership, as amended, for Dyco
Oil and Gas Program 1982-2 Limited Partnership filed as
Exhibit 4.8 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 13, 1992 and is hereby
incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P., for Dyco Oil and
Gas Program 1982-1 Limited Partnership.
*23.2 Consent of Ryder Scott Company, L.P., for Dyco Oil and
Gas Program 1982-2 Limited Partnership.
All other Exhibits are omitted as inapplicable.
------------------
* Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 2001:
None.
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
DYCO OIL AND GAS PROGRAM 1982-1
LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION
General Partner
March 25, 2002
By: //s//Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.
By: /s/ Dennis R. Neill President and March 25, 2002
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/ Craig D. Loseke Chief Financial March 25, 2002
------------------- Officer (Principal
Craig D. Loseke Financial and
Accounting Officer)
/s/ Judy K. Fox Secretary March 25, 2002
-------------------
Judy K. Fox
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
DYCO OIL AND GAS PROGRAM 1982-2
LIMITED PARTNERSHIP
By: DYCO PETROLEUM CORPORATION
General Partner
March 25, 2002
By: //s//Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.
By: //s//Dennis R. Neill President and March 25, 2002
------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Financial March 25, 2002
------------------- Officer (Principal
Craig D. Loseke Financial and
Accounting Officer)
//s//Judy K. Fox Secretary March 25, 2002
-------------------
Judy K. Fox
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Drilling Agreement dated February 16, 1982 for Dyco Drilling Program
1982-1 by and between Dyco Oil and Gas Program 1982-1, Dyco
Petroleum Corporation, and Jaye F. Dyer filed as Exhibit 4.1 to
Annual Report on Form 10-K for the year ended December 31, 1991 on
April 13, 1992 and is hereby incorporated by reference.
4.2 Program Agreement dated February 16, 1992 for Dyco Oil and Gas
Program 1982-1 by and between Dyco Petroleum Corporation and
Participants filed as Exhibit 4.2 to Annual Report on Form 10-K for
the year ended December 31, 1991 on April 13, 1992 and is hereby
incorporated by reference.
4.3 Amendment to Program Agreement for Dyco Oil and Gas Program 1982-1
dated February 9, 1991 filed as Exhibit 4.3 to Annual Report on Form
10-K for the year ended December 31, 1991 on April 13, 1992 and is
hereby incorporated by reference.
4.4 Certificate of Limited Partnership, as amended, for Dyco Oil and Gas
Program 1982-1 Limited Partnership filed as Exhibit 4.3 to Annual
Report on Form 10-K for the year ended December 31, 1991 on April
13, 1992 and is hereby incorporated by reference.
4.5 Drilling Agreement dated June 14, 1982 for Dyco Drilling Program
1982-2 by and between Dyco Oil and Gas Program 1982-2, Dyco
Petroleum Corporation, and Jaye F. Dyer filed as Exhibit 4.4 to
Annual Report on Form 10-K for the year ended December 31, 1991 on
April 13, 1992 and is hereby incorporated by reference.
4.6 Form of Program Agreement for Dyco Oil and Gas Program 1982-2 by and
between Dyco Petroleum Corporation and the Participants filed as
Exhibit 4.6 to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 13, 1992 and is hereby incorporated by
reference.
4.7 Amendment to Program Agreement for Dyco Oil and Gas Program 1982-2
dated February 9, 1989 filed as Exhibit 4.7 to Annual Report on Form
10-K for the year ended December 31, 1991 on April 13, 1992 and is
hereby incorporated by reference.
4.8 Certificate of Limited Partnership, as amended, for Dyco Oil and Gas
Program 1982-2 Limited Partnership
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filed as Exhibit 4.8 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 13, 1992 and is hereby incorporated
by reference.
*23.1 Consent of Ryder Scott Company, L.P., for Dyco Oil and Gas Program
1982-1 Limited Partnership.
*23.2 Consent of Ryder Scott Company, L.P., for Dyco Oil and Gas Program
1982-2 Limited Partnership.
- ------------------
* Filed herewith.
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