-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J7xZjZa0OQ130gNrSifoeffdG6kv/EKurfqAjsXn5rVaa+SYKvFsOmHLALF/NrDj b40dGs0zHl92dlMuzjCCRw== 0000806576-97-000008.txt : 19970222 0000806576-97-000008.hdr.sgml : 19970222 ACCESSION NUMBER: 0000806576-97-000008 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970220 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000806576 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 411378909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 033-10346-09 FILM NUMBER: 97540143 BUSINESS ADDRESS: STREET 1: GALLERIA TOWER I STE 300 STREET 2: 130 S LEWIS CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 6125914100 MAIL ADDRESS: STREET 1: SAMSON PLZ STREET 2: TWO W SECNOD ST CITY: TULSA STATE: OK ZIP: 74103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYCO OIL & GAS PROGRAM 1980-2 LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000806577 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 033-10346-10 FILM NUMBER: 97540144 BUSINESS ADDRESS: STREET 1: GALLERIA TOWER STE 300 STREET 2: 7130 S LEWIS CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 9184967600 MAIL ADDRESS: STREET 1: SAMSON PLZ STREET 2: TWO W SECOND ST CITY: TULSA STATE: OK ZIP: 74103 10-K405 1 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, 1996 Commission File Number 33-10346-09 (1980-1 Program) 33-10346-10 (1980-2 Program) DYCO 1980 OIL AND GAS PROGRAMS (TWO LIMITED PARTNERSHIPS) (Exact name of registrant as specified in its charter) 41-1378908 (1980-1 Program) Minnesota 41-1385165 (1980-2 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. Yes X No (Disclosure is contained herein) ----- ----- 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. FORM 10-K405 DYCO 1980 OIL AND GAS PROGRAMS (Two Minnesota limited partnerships) TABLE OF CONTENTS PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . 1 ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . 6 ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 12 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS . . . . . . . . . . . . . . . . . . . . . 15 PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND RELATED LIMITED PARTNER MATTERS . . . . 15 ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 18 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . 20 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . 31 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . 57 PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . . . . . . . . . . . . . . . 57 ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 58 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . 63 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . 64 PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 65 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 68 ii PART I ITEM 1. BUSINESS General The Dyco Oil and Gas Program 1980-1 Limited Partnership (the "1980-1 Program") and Dyco Oil and Gas Program 1980-2 Limited Partnership (the "1980-2 Program") (collectively, the "Programs") are Minnesota limited partnerships engaged in the production of oil and gas. The 1980-1 Program and the 1980-2 Program commenced operations on February 15, 1980 and June 16, 1980, respectively, with the primary financial objective of investing their limited partners' subscriptions in the drilling of oil and gas prospects and then distributing to their limited partners all available cash flow from the Program's on- going production operations. Dyco Petroleum Corporation ("Dyco") serves as the General Partner of the Programs. See "Item 2. Properties" for a description of the Programs' reserves and properties. The limited partnership agreements for each of the Programs (the "Program Agreements") provides 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 serves as General Partner of 32 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, the "Samson Companies") are 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, 1996, the Samson Companies owned interests in approximately 16,000 oil and gas wells located in 19 states of the United States and Canada, Venezuela, and Russia. At December 31, 1996, the Samson Companies operated approximately 2,600 oil and gas wells located in 15 states of the United States and Canada, Venezuela, and Russia. As limited partnerships, the Programs have no officers, directors, or employees. They rely instead on the personnel of Dyco and the other Samson Companies. As of February 1, 1997, the Samson Companies employed approximately 780 persons. No employees are covered by collective bargaining agreements, and management believes that the Samson Companies provide a sound employee relations environment. For information regarding the executive officers of Dyco, see "Item 10. Directors and Executive Officers of the Registrant." 1 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 are currently funded out of each Program's revenues from oil and gas sales. Dyco may, but is not required to, advance funds to each of the Programs for the same purposes for which Program borrowings are authorized. Principal Products Produced and Services Rendered The Programs' sole business is the development and production of oil and gas with a concentration on gas. The Programs do not hold any patents, trademarks, licenses, or concessions and are not a party to any government contracts. The Programs have no backlog of orders and do not participate in research and development activities. The Programs are not presently encountering shortages of oilfield tubular goods, compressors, production material, or other equipment. Oil, Gas, and Environmental Control Regulations Regulation of Production Operations -- The production of oil and gas is subject to extensive federal and state laws and regulations governing a wide variety of matters, including the drilling and spacing of wells, allowable rates of production, prevention of waste and pollution, and protection of the environment. In addition to the direct costs borne in complying with such regulations, operations and revenues may be impacted to the extent that certain regulations limit oil and gas production to below economic levels. 2 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, including, but not limited to, the Natural Gas Act of 1938 (the "NGA"), the Natural Gas Policy Act of 1978 (the "NGPA"), and regulations promulgated by the Federal Energy Regulatory Commission (the "FERC") under the NGA, the NGPA, and other statutes. The provisions of the NGA and the NGPA, as well as the regulations thereunder, 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, the NGA, NGPA, and FERC regulations affect the availability of gas transportation services and the ability of gas consumers to continue to purchase or use gas at current levels. Accordingly, such regulations may have a material effect on the Programs' operations and projections of future oil and gas production and revenues. Future Legislation -- Legislation affecting the oil and gas industry is under constant review for amendment or expansion. Because such laws and regulations are frequently amended or 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 therewith, may increase the cost of the Programs' operations or may affect the Programs' ability to complete, in a timely fashion, 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 91.4% of the 1980-1 Program's oil and gas sales during the year ended December 31, 1996. With respect to the 1980-2 Program, purchases of gas by El Paso accounted for approxi- mately 89.7% of its oil and gas sales during the year ended December 31, 1996. 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. 3 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 domestic oil and gas industry is highly competitive, with a large number of companies and individuals engaged in the exploration and development of oil and gas properties. The ability of the Programs to produce and market oil and gas profitably depends on a number of factors that are beyond the control of the Programs. These factors include worldwide political instability (especially in oil- producing regions), United Nations export embargoes, the supply and price of foreign imports of oil and gas, the level of consumer product demand (which can be heavily influenced by weather patterns), government regulations and taxes, the price and availability of alternative fuels, the overall economic environment, and the availability and capacity of transportation and processing facilities. The effect of these factors on future oil and gas industry trends cannot be accurately predicted or anticipated. The most important variable affecting the Programs' revenues is the prices received for the sale of oil and gas. Predicting future prices is very difficult. Concerning past trends, average yearly wellhead gas prices in the United States have been relatively volatile for a number of years. For the past ten years, such prices have generally been in the $1.40 to $2.00 per Mcf range, significantly below prices received in the early 1980s. Average gas prices in the last several months have, however, been somewhat higher than those yearly averages. It is not known whether this is a short-term trend or will lead to higher average gas prices on a longer-term basis. Substantially all of the Programs' gas reserves are being sold in 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 increased from approximately $2.00 per Mcf at December 31, 1995 to approximately $3.57 per Mcf at December 31, 1996. Such prices were on an MMBTU basis and differ from the prices actually received by the Programs due to transportation and marketing costs, BTU adjustments, and regional price and quality differences. 4 Due to global consumption and supply trends over the last several months, oil prices have recently been higher than the yearly average prices of the late to mid-1980s and early 1990s. It is not known whether this trend will continue. Prices for the Programs' oil increased from approximately $18.50 per barrel at December 31, 1995 to approximately $23.75 per barrel at December 31, 1996. Future prices for both oil and gas will likely be different from (and may be lower than) the prices in effect on December 31, 1996. Primarily due to heating season demand, year-end prices in many past years have tended to be higher, and in some cases significantly higher, than the yearly average price actually received by the Programs for at least the following year. In particular, it should be noted that December 31, 1996 prices were much higher than year-end prices for the last several years and substantially higher than the average prices received in each of the last several years. It is not possible to predict whether the December 1996 pricing level is indicative of a new trend toward higher energy prices or a short-term deviation from the recent history of low to moderate prices; therefore, management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. Insurance Coverage The Programs are subject to all of the risks inherent in the exploration for and production of oil and gas, including blowouts, pollution, fires, and other casualties. The Programs maintain insurance coverage as is customary for entities of a similar size engaged in operations similar to that of the Programs, but losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. The occurrence of an event which is not fully covered by insurance could have a material adverse effect on the Programs' financial position and results of operations. 5 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, 1996. Well Statistics(1) As of December 31, 1996 1980-1 1980-2 Program Program ------- ------- Gross productive wells(2): Oil 2 1 Gas 46 55 -- -- Total 48 56 Net productive wells(3): Oil .34 .06 Gas 2.50 3.27 ---- ---- Total 2.84 3.33 ----------------- (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 wells expressed as whole numbers and fractions thereof. For example, a 15% leasehold interest in a well represents one Gross Well, but 0.15 Net Well. Drilling Activities The 1980-1 Program drilled one gross developmental well during the year ended December 31, 1996. This well was in Custer County, Oklahoma and was completed as a producing gas well on August 15, 1996. The 1980-2 Programs participated in no drilling activities for the year ended December 31, 1996. 6 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, ------------------------------ 1996 1995 1994 ---------- -------- -------- 1980-1 Program: - -------------- Production: Oil (Bbls)(1) 2,084 2,455 3,016 Gas (Mcf)(2) 336,939 410,288 334,780 Oil and gas sales: Oil $ 42,437 $ 42,662 $ 50,080 Gas 728,518 562,964 568,880 ------- ------- ------- Total $770,955 $605,626 $618,960 ======= ======= ======= Total direct operating expenses $129,291 $193,353 $208,158 ======= ======= ======= Direct operating expense as a percentage of oil and gas sales 16.8% 31.9% 33.6% Average sales price: Per barrel of oil $20.36 $17.38 $16.60 Per Mcf of gas 2.16 1.37 1.70 Direct operating expenses per equivalent Mcf of gas(3) $ .37 $ .45 $ .59 7 1980-2 Program: - -------------- Production: Oil (Bbls)(1) 1,786 2,064 2,221 Gas (Mcf)(2) 468,214 560,892 445,185 Oil and gas sales: Oil $ 35,465 $ 36,469 $ 36,010 Gas 986,922 783,949 705,855 --------- ------- ------- Total $1,022,387 $820,418 $741,865 ========= ======= ======= Total direct operating expenses $ 180,038 $415,548 $206,652 ========= ======= ======= Direct operating expenses as a percentage of oil and gas sales 17.6% 50.7% 27.9% Average sales price: Per barrel of oil $19.86 $17.67 $16.21 Per Mcf of gas 2.11 1.40 1.59 Direct operating expenses per equivalent Mcf of gas(3) $ .38 $ .72 $ .45 - ---------- (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) 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. 8 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, 1996. The schedule of quantities of proved oil and gas reserves was prepared by Dyco in accordance with the rules prescribed by the Securities and Exchange Commission (the "SEC"). As used throughout this Annual Report, "proved reserves" refers to those estimated quantities of crude oil, gas, and gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions. Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of estimated oil and gas production costs (including production taxes, ad valorem taxes, and operating expenses), and estimated future development costs, discounted at 10% per annum. Net present value attributable to the Programs' proved reserves was calculated on the basis of current costs and prices at December 31, 1996. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The prices used by Dyco in calculating the net present value attributable to the Programs' proved reserves do not necessarily reflect market prices for oil and gas production subsequent to December 31, 1996. Furthermore, gas prices at December 31, 1996 were much higher than the price used for determining the Programs' net present value of proved reserves for the year ended December 31, 1995 and substantially higher than the average prices received by the Programs in each of the last several years. There can be no assurance that the prices used in calculating the net present value of the Programs' proved reserves at December 31, 1996 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 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. 9 Proved Reserves and Net Present Value From Proved Reserves As of December 31, 1996 1980-1 Program: - -------------- Estimated proved reserves: Gas (Mcf) 1,326,820 Oil and liquids (Bbls) 15,699 Net present value (discounted at 10% per annum) $3,076,727 1980-2 Program: - -------------- Estimated proved reserves: Gas (Mcf) 1,456,279 Oil and liquids (Bbls) 8,699 Net present value (discounted at 10% per annum) $2,776,052 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 5 to the Programs' financial statements, included in Item 8 of this Annual Report. Significant Properties 1980-1 Program -------------- As of December 31, 1996, the 1980-1 Program's properties consisted of 48 gross (2.84 net) productive wells. The 1980-1 Program also owned a non-working interest in an additional 15 wells. Affiliates of the 1980-1 Program operate 25 (40%) of its total wells. As of December 31, 1996, the 1980-1 Program had estimated total proved reserves of 1,326,820 Mcf of gas and 15,699 barrels of oil, with a present value (discounted at 10% per annum) of estimated future net cash flow of $3,076,727. All of the 1980-1 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. 10 1980-2 Program -------------- As of December 31, 1996, the 1980-2 Program's properties consisted of 56 gross (3.33 net) productive wells. The 1980-2 Program also owned a non-working interest in an additional 16 wells. Affiliates of the 1980-2 Program operate 25 (35%) of its total wells. As of December 31, 1996, the 1980-2 Program had estimated total proved reserves of 1,456,279 Mcf of gas and 8,699 barrels of oil, with a present value (discounted at 10% per annum) of estimated future net cash flow of $2,776,052. All of the 1980-2 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. 11 ITEM 3. LEGAL PROCEEDINGS On November 12, 1992, Larry and Leona Beck filed a lawsuit against Dyco and others in which the plaintiffs alleged damages to their land as a result of remediation operations conducted on the Paul King #1-7 well. (Beck v. Trigg Drilling Company, Inc., et al., C-92- 227, District Court of Beckham County, Oklahoma). The 1980-1 Program had an approximate 4.6% working interest in the Paul King #1-7 well at the time the lawsuit was filed and the 1980-2 Program had an approximate 4.7% working interest in the Paul King #1-7 well at the time the lawsuit was filed. The lawsuit alleged claims based on negligence, private nuisance, public nuisance, trespass, unjust enrichment, constructive fraud, and permanent injunctive relief, all in amounts to be determined at trial. A trial was conducted in the matter on February 22, 1994 in which the jury entered a verdict in favor of the plaintiffs in the amount of approximately $5.5 million, consisting of approximately $2.75 million in actual damages and approximately $2.75 million in punitive damages. The 1980-1 and 1980-2 Programs' share of such verdict was approximately $123,000 and $128,000, respectively, in actual damages and approximately $23,000 and $23,500, respectively, in punitive damages. Following appeal, the case was remanded for a new trial in order to redetermine damages. On December 23, 1996, prior to such new trial, the case was settled at no cost to the Programs. On March 18, 1993, a royalty owner filed a lawsuit against Dyco in which the plaintiff alleged entitlement to a share of the proceeds of a take-or-pay settlement with a gas purchaser which involved the Thurmond Ranch #1-2 well. (John B. Thurmond, Trustee v. Dyco, Case No. CS-93-10; District Court of Roger Mills County, Oklahoma). The 1980-1 Program has an approximate 15% working interest in the Thurmond Ranch #1-2 well. Plaintiff sought a full accounting, unpaid royalties, and his share of benefits from the gas purchase contract as a third party beneficiary. On September 10, 1996, the Oklahoma Supreme Court ruled in a separate lawsuit that owners of royalty interests in Oklahoma oil and gas properties do not have the right to share in the proceeds of take-or-pay settlements. As a result of such ruling, the plaintiffs dismissed the Thurmond case. 12 On October 15, 1993, certain royalty owners filed a class action lawsuit against Dyco in which the plaintiffs alleged entitlement to a share of proceeds of a take-or-pay settlement with a gas purchaser which involved the Marshall Young No. 2-4, Mikles No. 3-4, and Hunter- Ryan No. 1 wells (Tom Mikles, et al. v. Dyco Petroleum Corporation, Case No. C-93-190, District Court of Beckham County, Oklahoma). The 1980-1 Program has an approximate 1.2% working interest in the Marshall Young No. 2-4 well and an approximate 3.1% working interest in the Mikles No. 3-4 and Hunter-Ryan No. 1 wells, while the 1980-2 Program has an approximate 1.3% working interest in the Marshall Young No. 2-4 well and an approximate 3.2% working interest in the Mikles No. 3-4 and Hunter-Ryan No. 1 wells. The lawsuit also alleged claims based on unjust enrichment, breach of contract, and breach of fiduciary obligations and seeks an accounting and declaration that the plaintiffs are third party beneficiaries under the gas contract. The plaintiffs have not quantified the amount of their damages, but they are seeking exemplary damages, unpaid royalties, and interest. Dyco has filed its answer in the matter in which it denied all of the plaintiffs' allegations. The district court certified the matter as a class action on January 21, 1994 and discovery is proceeding in the matter. Oral arguments were heard on plaintiffs' motion for summary judgment in January 1995, however, as of the date of this Annual Report, the district court has not ruled on the motion. Dyco intends to vigorously defend the lawsuit. On September 10, 1996, the Oklahoma Supreme Court ruled in a separate lawsuit that owners of royalty interests in Oklahoma oil and gas properties do not have the right to share in the proceeds of take-or-pay settlements. On February 11, 1997 the Oklahoma Supreme Court denied the plaintiffs' request for a rehearing in this separate lawsuit; therefore, its holding that Oklahoma royalty owners do not have the right to share in the proceeds of take-or-pay settlements should be dispositive of the Tom Mikles case. 13 On October 26, 1993, certain royalty owners filed a class action lawsuit against Dyco in which the plaintiffs alleged entitlement to a share of proceeds of a take-or-pay settlement with a gas purchaser which involved the Kinney Warren No. 3-10, Fender No. 4-10, Mikles No. 1-10, and Damron No. 1-10 wells (Gene Mikles, et al. v. Dyco Petroleum Corporation, et al., District Court of Beckham County, Oklahoma). The 1980-1 Program has an approximate 2.3% working interest in the Kinney Warren No. 3-10 and Fender No. 4-10 wells and an approximate 5.7% working interest in the Mikles No. 1-10 and Damron No. 1-10 wells, while the 1980-2 Program has an approximate 2.4% working interest in the Kinney Warren No. 3-10 and Fender No. 4-10 wells and an approximate 5.9% working interest in the Mikles No. 1-10 and Damron No. 1-10 wells. The lawsuit also alleged claims based on unjust enrichment, breach of contract, and breach of fiduciary obligations and seeks an accounting and declaration that the plaintiffs are third party beneficiaries. The plaintiffs have not quantified the amount of their damages, but they are seeking exemplary damages, unpaid royalties, and interest. Dyco has filed its answer in the matter in which it denied all of the plaintiffs' allegations. The district court certified the matter as a class action on January 18, 1994 and discovery is proceeding in the matter. Oral arguments were heard on plaintiffs' motion for summary judgment in January 1995, however, as of the date of this Annual Report, the district court has not ruled on the motion. Dyco intends to vigorously defend the lawsuit. On September 10, 1996, the Oklahoma Supreme Court ruled in a separate lawsuit that owners of royalty interests in Oklahoma oil and gas properties do not have the right to share in the proceeds of take-or- pay settlements. On February 11, 1997 the Oklahoma Supreme Court denied the plaintiffs' request for a rehearing in this separate lawsuit; therefore, its holding that Oklahoma royalty owners do not have the right to share in the proceeds of take-or-pay settlements should be dispositive of the Gene Mikles case. On June 14, 1995, a royalty owner filed a class action lawsuit against Dyco in which the plaintiff alleged entitlement to a share of the proceeds of a take-or-pay settlement with a gas purchaser which involved the Richmond No. 1-7 well. (Dolores Wynn, Trustee of the Dolores Wynn Revocable Living Trust v. Dyco, Case No. CJ-95-31, District Court of Dewey County, Oklahoma.) The 1980-1 Program has an approximate 5.12% working interest in the Richmond No. 1-7 well. The lawsuit also alleged claims based on unjust enrichment, breach of contract and fiduciary obligation, and constructive fraud. The plaintiff sought an accounting as a third party beneficiary and a temporary restraining order, along with actual and punitive damages, interest, and costs. On September 10, 1996, the Oklahoma Supreme Court ruled in a separate lawsuit that owners of royalty interests in Oklahoma oil and gas properties do not have the right to share in the proceeds of take-or-pay settlements. As a result of such ruling, the plaintiff dismissed the Wynn case. 14 On December 27, 1996 the operator of certain wells in which the Programs own an interest filed a lawsuit against Dyco in which the plaintiff is seeking the collection of outstanding joint interest billings. (Apache Corporation v. Dyco et al., Case No. CJ-96-203, District Court of Beckham County, Oklahoma.) The wells in question are the Akridge No. 1-3, Damron No. 1-10, and Damron No. 2-15. The plaintiff is seeking $445,860.75, plus interest, costs, and fees. The 1980-1 Program and 1980-2 Program each have an approximate 15% working interest in the combined wells. Dyco has filed an answer in the matter whereby it has denied all of the plaintiff's allegations. Dyco intends to vigorously defend the lawsuit. As of the date of this Annual Report, management cannot determine the amount of any alleged damages which would be allocable to the Programs from this lawsuit. Except for the foregoing litigation, 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. 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 1996. 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 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. 15 1980-1 Program -------------- Repurchase Cash Price Distributions ---------- ------------- 1995: First Quarter $319 $ - Second Quarter 245 - Third Quarter 245 - Fourth Quarter 245 - 1996: First Quarter $245 $ - Second Quarter 220 25 Third Quarter 316 45 Fourth Quarter 281 35 1997: First Quarter $281 (1) -------------------- (1) To be declared in March 1997. 1980-2 Program -------------- Repurchase Cash Price Distributions ---------- ------------- 1995: First Quarter $277 $ - Second Quarter 244 20 Third Quarter 244 - Fourth Quarter 244 - 1996: First Quarter $224 $20 Second Quarter 189 35 Third Quarter 174 75 Fourth Quarter 174 - 1997: First Quarter $174 (1) -------------------- (1) To be declared in March 1997. 16 The 1980-1 Program has 4,040 Units outstanding and approximately 1,319 limited partners of record. The 1980-2 Program has 5,059 Units outstanding and approximately 1,639 limited partners of record. 17 ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data The following tables present 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." 1980-1 Program -------------- December 31, -------------------------------------------------------- 1996 1995 1994 1993 1992 ---------- ---------- -------- -------- ---------- Summary of Operations Oil and gas sales $ 770,955 $ 605,626 $618,960 $640,636 $ 815,018 Total revenues 781,724 610,611 623,003 643,836 863,442 Lease operating expenses 74,882 152,105 164,315 44,096 29,483 Production taxes 54,409 41,248 43,843 45,772 57,555 General and admini- strative expenses 68,217 68,974 64,886 68,371 70,470 Depreciation, depletion, and amortization of oil and gas properties 88,047 122,879 166,083 115,490 179,651 Net income 496,169 225,405 183,876 370,107 526,283 per Unit 123 56 46 92 130 Cash distributions 424,200 - 343,400 545,400 646,400 per Unit 105 - 85 135 160 Summary Balance Sheet Data: Total assets 1,062,619 1,033,855 811,045 907,646 1,072,236 Partners' capital 1,018,281 946,312 720,907 880,431 1,055,724
18
1980-2 Program -------------- December 31, ---------------------------------------------------------- 1996 1995 1994 1993 1992 ---------- ---------- ---------- ---------- ------------ Summary of Operations Oil and gas sales $1,022,387 $ 820,418 $741,865 $ 866,379 $1,086,413 Total revenues 1,038,028 827,427 748,100 886,645 1,151,589 Lease operating expenses 105,131 356,433 156,787 96,924 109,799 Production taxes 74,907 59,115 49,865 68,301 73,665 General and admini- strative expenses 100,208 101,606 96,134 98,967 94,784 Depreciation, depletion, and amortization of oil and gas properties 88,431 130,828 190,498 154,299 221,849 Net income 669,351 179,445 254,816 468,154 651,492 per Unit 132 35 50 93 129 Cash distributions 657,670 101,180 430,015 758,850 733,555 per Unit 130 20 85 150 145 Summary Balance Sheet Data: Total assets 1,009,945 1,070,692 861,863 1,542,926 1,758,558 Partners' capital 836,577 824,896 746,631 921,830 1,212,526
19 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Use of Forward-Looking Statements and Estimates This Annual Report contains certain forward-looking statements. The words "anticipate," "believe," "expect," "plan," "intend," "estimate," "project," "could," "may," and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Annual Report also includes certain information which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Programs. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, or otherwise indicated. General Discussion The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variable affecting the Programs' revenues is the prices received for the sale of oil and gas. Predicting future prices is very difficult. Concerning past trends, average yearly wellhead gas prices in the United States have been relatively volatile for a number of years. For the past ten years, such prices have generally been in the $1.40 to $2.00 per Mcf range, significantly below prices received in the early 1980s. Average gas prices in the last several months have, however, been somewhat higher than those yearly averages. It is not known whether this is a short-term trend or will lead to higher average gas prices on a longer-term basis. 20 Substantially all of the Programs' gas reserves are being sold in 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 increased from approximately $2.00 per Mcf at December 31, 1995 to approximately $3.57 per Mcf at December 31, 1996. Such prices were on an MMBTU basis and differ from the prices actually received by the Programs due to transportation and marketing costs, BTU adjustments, and regional price and quality differences. Due to global consumption and supply trends over the last several months, oil prices have recently been higher than the yearly average prices of the late to mid-1980s and early 1990s. It is not known whether this trend will continue. Prices for the Programs' oil increased from approximately $18.50 per barrel at December 31, 1995 to approximately $23.75 per barrel at December 31, 1996. Future prices for both oil and gas will likely be different from (and may be lower than) the prices in effect on December 31, 1996. Primarily due to heating season demand, year-end prices in many past years have tended to be higher, and in some cases significantly higher, than the yearly average price actually received by the Programs for at least the following year. In particular, it should be noted that December 31, 1996 prices were much higher than year-end prices for the last several years and substantially higher than the average prices received in each of the last several years. It is not possible to predict whether the December 1996 pricing level is indicative of a new trend toward higher energy prices or a short-term deviation from the recent history of low to moderate prices; therefore, management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. 21 Results of Operations 1980-1 Program -------------- Year Ended December 31, 1996 Compared to Year Ended December 31, 1995 ------------------------------------- Total oil and gas sales increased $165,329 (27.3%) for the year ended December 31, 1996 as compared to the year ended December 31, 1995. Of this increase, approximately $324,000 was related to an increase in the average price of gas sold, partially offset by a decrease of approximately $158,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 371 barrels and 73,349 Mcf, respectively, for the year ended December 31, 1996 as compared to the year ended December 31, 1995. The decreases in volumes of oil and gas sold resulted primarily from normal declines in production on several wells due to such wells' diminished reserves. Average oil and gas prices increased to $20.36 per barrel and $2.16 per Mcf, respectively, for the year ended December 31, 1996 from $17.38 per barrel and $1.37 per Mcf, respectively, for the year ended December 31, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $64,062 (33.1%) for the year ended December 31, 1996 as compared to the year ended December 31, 1995. This decrease resulted primarily from (i) credits received on two wells during the year ended December 31, 1996 for prior period environmental charges and (ii) the reversal of a $40,000 accrual during the year ended December 31, 1996 due to the conclusion of certain legal contingencies in favor of the 1980-1 Program (see "Item 3. Legal Proceedings."), partially offset by an increase in production taxes associated with the increase in oil and gas sales during the year ended December 31, 1996 as compared to the year ended December 31, 1995. As a percentage of oil and gas sales, these expenses decreased to 16.8% for the year ended December 31, 1996 from 31.9% for the year ended December 31, 1995. This percentage decrease was primarily due to the dollar decrease in production expenses discussed above and the increases in the average prices of oil and gas sold during the year ended December 31, 1996 as compared to the year ended December 31, 1995. 22 Depreciation, depletion, and amortization of oil and gas properties decreased $34,832 (28.3%) for the year ended December 31, 1996 as compared to the year ended December 31, 1995. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the year ended December 31, 1996 as compared to the year ended December 31, 1995 and (ii) an upward revision in the estimate of remaining gas reserves at December 31, 1996. As a percentage of oil and gas sales, this expense decreased to 11.4% for the year ended December 31, 1996 from 20.3% for the year ended December 31, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the year ended December 31, 1996 as compared to the year ended December 31, 1995. General and administrative expenses remained relatively constant for the year ended December 31, 1996 as compared to the year ended December 31, 1995. As a percentage of oil and gas sales, these expenses decreased to 8.8% for the year ended December 31, 1996 from 11.4% for the year ended December 31, 1995. This percentage decrease was primarily due to the increase in oil and gas sales during the year ended December 31, 1996 as compared to the year ended December 31, 1995. 23 Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 ------------------------------------- Total oil and gas sales decreased $13,334 (2.2%) for the year ended December 31, 1995 as compared to the year ended December 31, 1994. Of this decrease, approximately $110,000 was related to a decrease in the average price of gas sold and approximately $10,000 was related to a decease in volumes of oil sold, partially offset by an increase of approximately $103,000 related to an increase in volumes of gas sold and an increase of approximately $2,000 related to an increase in the average price of oil sold. Volumes of oil sold decreased 561 barrels for the year ended December 31, 1995 as compared to the year ended December 31, 1994 while volumes of gas sold increased 75,508 Mcf for the year ended December 31, 1995 as compared to the year ended December 31, 1994. The increase in volumes of gas sold was primarily due to increased production on two wells during the year ended December 31, 1995 as compared to the year ended December 31, 1994 as a result of recompletion activities completed during the year ended December 31, 1995. Average gas prices decreased to $1.37 per Mcf for the year ended December 31, 1995 from $1.70 per Mcf for the year ended December 31, 1994, while average oil prices increased to $17.38 per barrel for the year ended December 31, 1995 from $16.60 per barrel for the year ended December 31, 1994. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $14,805 (7.1%) for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease resulted primarily from an accrual for certain litigation costs during the year ended December 31, 1994, partially offset by workover charges incurred on two wells during the year ended December 31, 1995 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses decreased slightly to 31.9% for the year ended December 31, 1995 from 33.6% for the year ended December 31, 1994. Depreciation, depletion, and amortization of oil and gas properties decreased $43,204 (26.0%) for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of an upward revision in the estimate of remaining gas reserves at December 31, 1995, partially offset by an increase in oil and gas properties subject to amortization as a result of the recompletion of an existing well during the year ended December 31, 1995 in order to improve the recovery of reserves. As a percentage of oil and gas sales, this expense decreased to 20.3% for the year ended December 31, 1995 from 26.8% for the year ended December 31, 1994. This percentage decrease resulted primarily from the dollar decrease in depreciation, depletion, and amortization expense discussed above. 24 General and administrative expenses increased $4,088 (6.3%) for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This increase resulted primarily from increases in both professional fees and printing and postage expenses during the year ended December 31, 1995 as compared to the year ended December 31, 1994. As a percentage of oil and gas sales, these expenses increased to 11.4% for the year ended December 31, 1995 from 10.5% for the year ended December 31, 1994. This percentage increase was primarily due to the dollar increase in general and administrative expenses discussed above. 1980-2 Program -------------- Year Ended December 31, 1996 Compared to Year Ended December 31, 1995 ------------------------------------- Total oil and gas sales increased $201,969 (24.6%) for the year ended December 31, 1996 as compared to the year ended December 31, 1995. Of this increase, approximately $398,000 was related to an increase in the average price of gas sold, partially offset by a decrease of approximately $196,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 278 barrels and 92,678 Mcf, respectively, during the year ended December 31, 1996 as compared to the year ended December 31, 1995. The decrease in volumes of oil sold resulted primarily from normal declines in production on several wells due to diminished oil reserves. The decrease in volumes of gas sold resulted primarily from a positive prior period volume adjustment made by the operator of one well during the year ended December 31, 1995. Average oil and gas prices increased to $19.86 per barrel and $2.11 per Mcf, respectively, for the year ended December 31, 1996 from $17.67 per barrel and $1.40 per Mcf, respectively, for the year ended December 31, 1995. 25 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $235,510 (56.7%) for the year ended December 31, 1996 as compared to the year ended December 31, 1995. This decrease resulted primarily from (i) significant workover charges incurred on one well during the year ended December 31, 1995 in order to improve the recovery of reserves, (ii) the reversal of a $40,000 accrual during the year ended December 31, 1996 due to the conclusion of certain legal contingencies in favor of the 1980-2 Program (see "Item 3. Legal Proceedings"), and (iii) credits received on two wells during the year ended December 31, 1996 for prior period environmental charges. As a percentage of oil and gas sales, these expenses decreased to 17.6% for the year ended December 31, 1996 from 50.7% for the year ended December 31, 1995. This percentage decease was primarily due to the dollar decrease in production expenses discussed above and the increases in the average prices of oil and gas sold during the year ended December 31, 1996 as compared to the year ended December 31, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $42,397 (32.4%) for the year ended December 31, 1996 as compared to the year ended December 31, 1995. This decrease resulted primarily from (i) an upward revision in the estimate of remaining gas reserves at December 31, 1996 and (ii) the decreases in volumes of oil and gas sold during the year ended December 31, 1996 as compared to the year ended December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 8.6% for the year ended December 31, 1996 from 15.9% for the year ended December 31, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the year ended December 31, 1996 as compared to the year ended December 31, 1995. General and administrative expenses remained relatively constant for the year ended December 31, 1996 as compared to the year ended December 31, 1995. As a percentage of oil and gas sales, these expenses decreased to 9.8% for the year ended December 31, 1996 from 12.4% for the year ended December 31, 1995. This percentage decrease was primarily due to the increase in oil and gas sales during the year ended December 31, 1996 as compared to the year ended December 31, 1995. 26 Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 ------------------------------------- Total oil and gas sales increased $78,553 (10.6%) for the year ended December 31, 1995 as compared to the year ended December 31, 1994. Of this increase, approximately $162,000 was related to an increase in volumes of gas sold, partially offset by a decrease of approximately $85,000 related to a decrease in the average price of gas sold. Volumes of gas sold increased 115,707 Mcf for the year ended December 31, 1995 as compared to the year ended December 31, 1994, while volumes of oil sold decreased 157 barrels for the year ended December 31, 1995 as compared to the year ended December 31, 1994. The increase in volumes of gas sold was primarily due to a significant positive prior period volume adjustment by a purchaser on one well during the year ended December 31, 1995. Average gas prices decreased to $1.40 per Mcf for the year ended December 31, 1995 from $1.59 per Mcf for the year ended December 31, 1994, while average oil prices increased to $17.67 per barrel for the year ended December 31, 1995 from $16.21 per barrel for the year ended December 31, 1994. Oil and gas production expenses (including lease operating expenses and production taxes) increased $208,896 (101.1%) for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This increase was primarily due to workover charges on one well during the year ended December 31, 1995 which were incurred in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 50.7% for the year ended December 31, 1995 from 27.9% for the year ended December 31, 1994. This percentage increase resulted primarily from the dollar increase in production expenses discussed above. Depreciation, depletion, and amortization of oil and gas properties decreased $59,670 (31.3%) for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of an upward revision in the estimate of remaining gas reserves at December 31, 1995, partially offset by an increase in oil and gas sales for the year ended December 31, 1995 as compared to the year ended December 31, 1994. As a percentage of oil and gas sales, this expense decreased to 15.9% for the year ended December 31, 1995 from 25.7% for the year ended December 31, 1994. This percentage decrease was primarily due to the upward revision in the estimate of remaining gas reserves discussed above. 27 General and administrative expenses increased $5,472 (5.7%) for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This increase resulted primarily from increases in both professional fees and printing and postage expenses during the year ended December 31, 1995 as compared to the year ended December 31, 1994. As a percentage of oil and gas sales, these expenses remained relatively constant at 12.4% for the year ended December 31, 1995 and 13.0% for the year ended December 31, 1994. Liquidity and Capital Resources Net proceeds from operations less necessary operating capital are distributed to the limited partners on a quarterly basis. See "Item 5. Market for the Registrant's Limited Partnership Units and Related Limited Partner Matters." The net proceeds from production are not reinvested in productive assets, except to the extent that producing wells are improved, or where methods are employed to permit more efficient recovery of reserves, thereby resulting in a positive economic impact. Assuming production levels for the year ended December 31, 1996, the 1980-1 Program's and 1980-2 Program's proved reserve quantities at December 31, 1996 would have a life of approximately 3.9 and 3.1 years, respectively, for gas reserves and 7.5 and 4.9 years, respectively, for oil reserves. However, since the Programs' reserve estimates are based on oil and gas prices at December 31, 1996, it is possible that a significant decrease in oil and gas prices from December 31, 1996 levels will reduce such reserves and their corresponding life-span. The Programs' available capital from the limited partners' subscriptions has been spent on oil and gas drilling activities and there should be no further material capital resource commitments in the future. The Programs have no debt commitments. Cash for operational purposes will be provided by current oil and gas production. The Samson Companies are currently in the process of evaluating certain oil and gas properties owned by the Programs and other entities of the Samson Companies. As a result of such evaluation, it is expected that certain of these properties will be placed in bid packages and offered for sale during the first half of 1997. It is likely that the Programs will have an interest in some of the properties being sold. It is currently estimated that the value of such sales, as a percentage of total proved reserves of either Program, will range from 1% to 10%. 28 The decision to accept any offer for the purchase of a property owned by one or both of the Programs will be made by Dyco after giving due consideration to the offer price and Dyco's estimate of both the property's remaining proved reserves and future operating costs. Net proceeds from the sale of any such properties will be distributed to the Programs and will be included in the calculation of the Programs' cash distributions for the quarter immediately following the Programs' receipt of the proceeds. Following completion of any sale, the Programs' quantity of proved reserves will be reduced. It is also possible that the Programs' repurchase values and future cash distributions could decline as a result of a reduction of the Programs' reserve base. On the other hand, Dyco believes there will be beneficial operating efficiencies related to the Programs' remaining properties. This is primarily due to the fact that the properties being considered for sale are more likely to bear a higher ratio of operating expenses as compared to reserves than the properties not being considered for sale. The net effect of such property sales is difficult to predict as of the date of this Annual Report. 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. If the Programs sell any of their properties as discussed above, the Programs' quantity of proved reserves will be reduced; therefore, it is possible that the Programs' future cash distributions could decline as a result of a reduction of the Programs' reserve base. The Programs are involved in certain litigation, the outcome of which cannot presently be determined. In the event of an unfavorable outcome, the Programs' liquidity and capital resources could be negatively impacted. See "Item 3. Legal Proceedings" for a further discussion of this litigation. 29 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 1996. 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." 30 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP We have audited the financial statements of the Dyco Oil and Gas Program 1980-1 Limited Partnership (a Minnesota limited partnership) as listed in Item 14(a) of this Annual Report. 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 in accordance with generally accepted auditing standards. Those standards 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 dis- closures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Dyco Oil and Gas Program 1980-1 Limited Partnership at December 31, 1996 and 1995, and the results of its operations and cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma February 10, 1997 31 DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP Balance Sheets December 31, 1996 and 1995 ASSETS ------ 1996 1995 ---------- -------- CURRENT ASSETS: Cash and cash equivalents $ 227,376 $ 106,038 Accrued oil and gas sales, including $92,090 due from related parties at 1995 (Note 2) 156,135 109,691 --------- --------- Total current assets $ 383,511 $ 215,729 NET OIL AND GAS PROPERTIES, utilizing the full cost method 578,468 671,070 DEFERRED CHARGE 100,640 147,056 --------- --------- $1,062,619 $1,033,855 ========= ========= LIABILITIES AND PARTNERS' CAPITAL --------------------------------- CURRENT LIABILITIES: Accounts payable $ 7,876 $ 49,013 Gas imbalance payable 1,034 1,434 --------- --------- Total current liabilities $ 8,910 $ 50,447 ACCRUED LIABILITY 35,428 37,096 CONTINGENCY (Note 4) PARTNERS' CAPITAL: General Partner, issued and outstanding, 40 Units 10,183 9,463 Limited Partners, issued and outstanding, 4,000 Units 1,008,098 936,849 --------- --------- Total Partners' Capital $1,018,281 $ 946,312 --------- --------- $1,062,619 $1,033,855 ========= ========= The accompanying notes are an integral part of these financial statements. 32 DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP Statements of Operations For the Years Ended December 31, 1996, 1995, and 1994 1996 1995 1994 ------- ------- ------- REVENUES: Oil and gas sales, including $524,274 and $576,825 of sales to related parties in 1995 and 1994 (Note 2) $770,955 $605,626 $618,960 Interest and other income 10,769 4,985 4,043 ------- ------- ------- $781,724 $610,611 $623,003 COSTS AND EXPENSES: Lease operating $ 74,882 $152,105 $164,315 Production taxes 54,409 41,248 43,843 Depreciation, depletion, and amortization of oil and gas properties 88,047 122,879 166,083 General and administrative 68,217 68,974 64,886 ------- ------- ------- $285,555 $385,206 $439,127 ------- ------- ------- NET INCOME $496,169 $225,405 $183,876 ======= ======= ======= GENERAL PARTNER (1%) - NET INCOME $ 4,962 $ 2,254 $ 1,839 ======= ======= ======= LIMITED PARTNERS (99%) - NET INCOME $491,207 $223,151 $182,037 ======= ======= ======= NET INCOME per Unit $ 123 $ 56 $ 46 ======= ======= ======= UNITS OUTSTANDING 4,040 4,040 4,040 ======= ======= ======= The accompanying notes are an integral part of these financial statements. 33 DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP Statements of Partners' Capital For the Years Ended December 31, 1996, 1995, and 1994 General Limited Partner Partners Total --------- ----------- ----------- Balances at Dec. 31, 1993 $ 8,804 $ 871,627 $ 880,431 Cash distributions ( 3,434) ( 339,966) ( 343,400) Net income 1,839 182,037 183,876 ------ --------- --------- Balances at Dec. 31, 1994 $ 7,209 $ 713,698 $ 720,907 Net income 2,254 223,151 225,405 ------ --------- --------- Balances at Dec. 31, 1995 $ 9,463 $ 936,849 $ 946,312 Cash distributions ( 4,242) ( 419,958) ( 424,200) Net income 4,962 491,207 496,169 ------ --------- --------- Balances at Dec. 31, 1996 $10,183 $1,008,098 $1,018,281 ====== ========= ========= The accompanying notes are an integral part of these financial statements. 34 DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP Statements of Cash Flows For the Years Ended December 31, 1996, 1995, and 1994 1996 1995 1994 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $496,169 $225,405 $183,876 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 88,047 122,879 166,083 (Increase) decrease in accrued oil and gas sales ( 46,444) ( 34,175) 19,128 (Increase) decrease in deferred charge 46,416 ( 25,137) ( 2,205) Increase (decrease) in accounts payable ( 41,137) 1,266 38,730 Decrease in gas imbalance payable ( 400) ( 14,432) ( 2,332) Increase (decrease) in accrued liability ( 1,668) 10,571 26,525 ------- ------- ------- Net cash provided by operating activities $540,983 $286,377 $429,805 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from the sale of oil and gas properties $ 18,702 $ 1,519 $ 14 Additions to oil and gas properties ( 14,147) ( 253,413) ( 71,324) ------- ------- ------- Net cash provided (used) by investing activities $ 4,555 ($251,894) ($ 71,310) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($424,200) $ - ($343,400) ------- ------- ------- Net cash used by financing activities ($424,200) $ - ($343,400) ------- ------- ------- NET INCREASE IN CASH AND CASH EQUIVALENTS $121,338 $ 34,483 $ 15,095 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 106,038 71,555 56,460 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $227,376 $106,038 $ 71,555 ======= ======= ======= The accompanying notes are an integral part of these financial statements. 35 DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP Notes to Financial Statements For the Years Ended December 31, 1996, 1995, and 1994 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations The Dyco Oil and Gas Program 1980-1 Limited Partnership (the "Program"), a Minnesota limited partnership, commenced operations on February 15, 1980. Dyco Petroleum Corporation ("Dyco") is the General Partner of the Program. Affiliates of Dyco owned 1,674.86 (41.5%) of the Program's Units at December 31, 1996. The Program's sole business is the development and production of oil and gas with a concentration on gas. Substantially all of the Program's gas reserves are being sold regionally in the "spot market." Due to the highly competitive nature of the spot market, prices on the spot market are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. 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. 36 Oil and Gas Properties Oil and gas operations are accounted for using the full cost method of accounting. All productive and non-productive costs associated with the acquisition, exploration, and development of oil and gas reserves are capitalized. Capitalized costs are depleted on the gross revenue method using estimates of proved reserves. The full cost amortization rates per equivalent Mcf of gas produced during the years ended December 31, 1996, 1995, and 1994, were $0.25, $0.29, and $0.47, 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. In addition, the SEC rules provide that if prices decline subsequent to year end, any excess that results from these declines may also be charged to expense during the current year. 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, 1996 and 1995 represents costs deferred for lease operating expenses incurred in connection with the Program's underproduced gas imbalance position. At December 31, 1996, 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 310,616 Mcf, resulting in prepaid lease operating expenses of $100,640. At December 31, 1995, 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 383,357 Mcf, resulting in prepaid lease operating expenses of $147,056. 37 Accrued Liability The Accrued Liability at December 31, 1996 and 1995 represents charges accrued for lease operating expenses incurred in connection with the Program's overproduced gas imbalance position. At December 31, 1996, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 109,345 Mcf, resulting in accrued lease operating expenses of $35,428. At December 31, 1995, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 96,706 Mcf, resulting in accrued lease operating expenses of $37,096. Oil and Gas Sales and Gas Imbalance Payable The Program's oil and condensate production is sold, title passed, and revenue recognized at or near the Program's wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of gas applicable to the Program's interest in producing oil and gas leases are recorded as income when the gas is metered and title transferred pursuant to the gas sales contracts covering the Program's interest in gas reserves. During such times as the Program's sales of gas exceed its pro rata ownership in a well, such sales are recorded as income unless total sales from the well have exceeded the Program's share of estimated total gas reserves underlying the property at which time such excess is recorded as a liability. At December 31, 1996 total sales exceeded the Program's share of estimated total gas reserves on two wells by $1,034 (689 Mcf). At December 31, 1995 total sales exceeded the Program's share of estimated total gas reserves on two wells by $1,434 (643 Mcf). These amounts were recorded as gas imbalance payables at December 31, 1996 and 1995 in accordance with the sales method. 38 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, accrued oil and gas sales, the deferred charge, the gas imbalance payable, and the accrued liability all involve estimates which could materially differ from the actual amounts ultimately realized in the near term. Contingent liability from litigation (see Note 4) and oil and gas reserves (see Note 5) also involve significant estimates which could materially differ from the actual amounts ultimately realized. The litigation, for which contingent liabilities were accrued in a prior period in the amount of $40,000, resulted in no liability to the Program and the accruals were reversed during the year ended December 31, 1996. During the year ended December 31, 1996, the Program received a credit for prior period environmental charges in the amount of $43,257 which should have been recognized during the second quarter of 1996 and reflected in the Program's Quarterly Report on Form 10-Q for the 3 months ended June 30, 1996. 39 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, 1996, 1995 and 1994, such expenses totaled $68,217, $68,974, and $64,886 of which $56,088 was paid each year to Dyco and its affiliates. Affiliates of the Program operate certain of the Program's properties. Their policy is to bill the Program for all customary charges and cost reimbursements associated with these activities, together with any compressor rentals, consulting, or other services provided. During 1994 and 1995 the Program sold gas at market prices to El Paso Energy Marketing Company, formerly known as Premier Gas Company ("El Paso"). El Paso, like other similar gas marketing firms, then resold such gas to third parties at market prices. El Paso was an affiliate of the Program until December 6, 1995. During 1995 and 1994, these sales totaled $524,274 and $576,825, respectively. At December 31, 1995, accrued oil and gas sales included $92,090 due from El Paso. 3. MAJOR CUSTOMERS The following purchaser individually accounted for more than 10% of the combined oil and gas sales of the Program for the years ended December 31, 1996, 1995, and 1994: Purchaser 1996 1995 1994 --------- ---- ---- ---- El Paso 91.4% 86.6% 93.2% 40 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. CONTINGENCY On December 27, 1996 the operator of certain wells in which the Program owns an interest filed a lawsuit against Dyco in which the plaintiff is seeking the collection of outstanding joint interest billings plus interest, costs, and fees. Dyco has filed an answer in the matter whereby it has denied all of the plaintiff's allegations. Dyco intends to vigorously defend the lawsuit. As of the date of these financial statements, management cannot determine the amount of any alleged damages which would be allocable to the Program from this lawsuit; however, it is reasonably possible that events could change in the future resulting in a material liability to the Program. 5. 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. 41 Capitalized Costs The Program's capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance were as follows: December 31, ------------------------------ 1996 1995 ------------- ------------- Proved properties $29,750,131 $29,754,686 Unproved properties, not subject to depreciation, depletion, and amortization - - ---------- ---------- $29,750,131 $29,754,686 Less accumulated depreciation, depletion, amortization, and valuation allowance ( 29,171,663) ( 29,083,616) ---------- ---------- Net oil and gas properties $ 578,468 $ 671,070 ========== ========== Costs Incurred Costs incurred by the Program in connection with its oil and gas property acquisition, exploration, and development activities were as follows: December 31, ----------------- ----------- 1996 1995 1994 -------- -------- ------- Acquisition of properties $ - $ - $ - Exploration costs - - - Development costs 14,147 253,413 71,324 ------ ------- ------ Total costs incurred $14,147 $253,413 $71,324 ====== ======= ====== 42
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, 1996, 1995, and 1994. Proved reserves were estimated by petroleum engineers employed by affiliates of Dyco. All of the Program's reserves are located in the United States. 1996 1995 1994 --------------------- --------------------- --------------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) -------- ----------- -------- ----------- -------- ----------- Proved reserves, beginning of year 17,478 1,419,651 15,200 1,293,223 15,637 1,602,830 Revisions of previous estimates 161 250,861 4,733 536,716 2,579 25,173 Sale of Reserves ( 83) ( 29,308) - - - - Extensions and Discoveries 227 22,555 - - - - Production ( 2,084) ( 336,939) ( 2,455) ( 410,288) ( 3,016) ( 334,780) ------ --------- ------ --------- ------ --------- Proved reserves, end of year 15,699 1,326,820 17,478 1,419,651 15,200 1,293,223 ====== ========= ====== ========= ====== ========= Proved developed reserves: Beginning of year 17,478 1,419,651 15,200 1,293,223 15,637 1,602,830 ------ --------- ------ --------- ------ --------- End of year 15,699 1,326,820 17,478 1,419,651 15,200 1,293,223 ====== ========= ====== ========= ====== =========
43 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; con- sequently, 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. 44 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP We have audited the financial statements of the Dyco Oil and Gas Program 1980-2 Limited Partnership (a Minnesota limited partnership) as listed in Item 14(a) of this Annual Report. 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 in accordance with generally accepted auditing standards. Those standards 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 dis- closures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Dyco Oil and Gas Program 1980-2 Limited Partnership at December 31, 1996 and 1995, and the results of its operations and cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma February 10, 1997 45 DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP Balance Sheets December 31, 1996 and 1995 ASSETS ------ 1996 1995 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents $ 369,731 $ 273,193 Accrued oil and gas sales, including $93,000 due from related parties at 1995 (Note 2) 177,467 117,898 --------- --------- Total current assets $ 547,198 $ 391,091 NET OIL AND GAS PROPERTIES, utilizing the full cost method 389,863 488,926 DEFERRED CHARGE 72,884 190,675 --------- --------- $1,009,945 $1,070,692 ========= ========= LIABILITIES AND PARTNERS' CAPITAL --------------------------------- CURRENT LIABILITIES: Accounts payable $ 11,033 $ 52,007 Gas imbalance payable 64,761 39,263 --------- --------- Total current liabilities $ 75,794 $ 91,270 ACCRUED LIABILITY 97,574 154,526 CONTINGENCY (Note 4) PARTNERS' CAPITAL: General Partner, issued and outstanding, 59 Units 8,366 8,249 Limited Partners, issued and outstanding, 5,000 Units 828,211 816,647 --------- --------- Total Partners' Capital $ 836,577 $ 824,896 --------- --------- $1,009,945 $1,070,692 ========= ========= The accompanying notes are an integral part of these financial statements. 46 DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP Statements of Operations For the Years Ended December 31, 1996, 1995, and 1994 1996 1995 1994 ---------- ------- ------- REVENUES: Oil and gas sales, including $720,777 and $683,848 of sales to related parties in 1995 and 1994 (Note 2) $1,022,387 $820,418 $741,865 Interest 15,641 7,009 6,235 --------- ------- ------- $1,038,028 $827,427 $748,100 COSTS AND EXPENSES: Lease operating $ 105,131 $356,433 $156,787 Production taxes 74,907 59,115 49,865 Depreciation, depletion, and amortization of oil and gas properties 88,431 130,828 190,498 General and administrative 100,208 101,606 96,134 --------- ------- ------- $ 368,677 $647,982 $493,284 --------- ------- ------- NET INCOME $ 669,351 $179,445 $254,816 ========= ======= ======= GENERAL PARTNER (1%) - NET INCOME $ 6,694 $ 1,794 $ 2,548 ========= ======= ======= LIMITED PARTNERS (99%) - NET INCOME $ 662,657 $177,651 $252,268 ========= ======= ======= NET INCOME per Unit $ 132 $ 35 $ 50 ========= ======= ======= UNITS OUTSTANDING 5,059 5,059 5,059 ========= ======= ======= The accompanying notes are an integral part of these financial statements. 47 DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP Statements of Partners' Capital For the Years Ended December 31, 1996, 1995, and 1994 General Limited Partner Partners Total --------- ---------- ---------- Balances at Dec. 31, 1993 $9,219 $912,611 $921,830 Cash distributions ( 4,300) ( 425,715) ( 430,015) Net income 2,548 252,268 254,816 ----- ------- ------- Balances at Dec. 31, 1994 $7,467 $739,164 $746,631 Cash distributions ( 1,012) ( 100,168) ( 101,180) Net income 1,794 177,651 179,445 ----- ------- ------- Balances at Dec. 31, 1995 $8,249 $816,647 $824,896 Cash distributions ( 6,577) ( 651,093) ( 657,670) Net income 6,694 662,657 669,351 ----- -------- ------- Balances at Dec. 31, 1996 $8,366 $828,211 $836,577 ===== ======= ======= The accompanying notes are an integral part of these financial statements. 48 DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP Statements of Cash Flows For the Years Ended December 31, 1996, 1995, and 1994 1996 1995 1994 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $669,351 $179,445 $254,816 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation, depletion, and amortization of oil and gas properties 88,431 130,828 190,498 (Increase) decrease in accrued oil and gas sales ( 59,569) ( 27,862) 31,365 (Increase) decrease in deferred charge 117,791 ( 95,641) ( 56,653) Increase (decrease) in accounts payable ( 40,974) 3,179 37,373 Increase (decrease) in gas imbalance payable 25,498 21,775 ( 56,431) Decrease in related party payable - - ( 535,722) Increase (decrease) in accrued liability ( 56,952) 105,610 48,916 -------- ------- ------- Net cash provided (used) by operating activities $743,576 $317,334 ($ 85,838) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from the sale of oil and gas properties $ 25,360 $ 3,277 $ 379 Additions to oil and gas properties ( 14,728) ( 51,525) ( 87,990) ------- ------- ------- Net cash provided (used) by investing activities $ 10,632 ($ 48,248) ($ 87,611) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($657,670) ($101,180) ($430,015) ------- ------- ------- Net cash used by financing activities ($657,670) ($101,180) ($430,015) ------- ------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 96,538 $167,906 ($603,464) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $273,193 $105,287 $708,751 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $369,731 $273,193 $105,287 ======= ======= ======= The accompanying notes are an integral part of these financial statements. 49 DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP Notes to Financial Statements For the Years Ended December 31, 1996, 1995, and 1994 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations The Dyco Oil and Gas Program 1980-2 Limited Partnership (the "Program"), a Minnesota limited partnership, commenced operations on June 16, 1980. Dyco Petroleum Corporation ("Dyco") is the General Partner of the Program. Affiliates of Dyco owned 1,994.34 (39.4%) of the Program's Units at December 31, 1996. The Program's sole business is the development and production of oil and gas with a concentration on gas. Substantially all of the Program's gas reserves are being sold regionally in the "spot market." Due to the highly competitive nature of the spot market, prices on the spot market are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. 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. 50 Oil and Gas Properties Oil and gas operations are accounted for using the full cost method of accounting. All productive and non-productive costs associated with the acquisition, exploration, and development of oil and gas reserves are capitalized. Capitalized costs are depleted on the gross revenue method using estimates of proved reserves. The full cost amortization rates per equivalent Mcf of gas produced during the years ended December 31, 1996, 1995, and 1994 were $0.18, $0.23, and $0.42, 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, 1996 and 1995 represents costs deferred for lease operating expenses incurred in connection with the Program's underproduced gas imbalance position. At December 31, 1996, 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 265,708 Mcf, resulting in prepaid lease operating expenses of $72,884. At December 31, 1995, 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 324,277 Mcf, resulting in prepaid lease operating expenses of $190,675. 51 Accrued Liability The Accrued Liability at December 31, 1996 and 1995 represents charges accrued for lease operating expenses incurred in connection with the Program's overproduced gas imbalance position. At December 31, 1996, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 355,720 Mcf, resulting in accrued lease operating expenses of $97,574. At December 31, 1995, cumulative total gas sales volumes for overproduced wells exceeded the Program's pro-rata share of total gas production from these wells by 262,799 Mcf, resulting in accrued lease operating expenses of $154,526. Oil and Gas Sales and Gas Imbalance Payable The Program's oil and condensate production is sold, title passed and revenue recognized at or near the Program's wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of gas applicable to the Program's interest in producing oil and gas leases are recorded as income when the gas is metered and title transferred pursuant to the gas sales contracts covering the Program's interest in gas reserves. During such times as the Program's sales of gas exceed its pro rata ownership in a well, such sales are recorded as income unless total sales from the well have exceeded the Program's share of estimated total gas reserves underlying the property at which time such excess is recorded as a liability. At December 31, 1996 total sales exceeded the Program's share of estimated total gas reserves on six wells by $64,761 (43,174 Mcf). At December 31, 1995 total sales exceeded the Program's share of estimated total gas reserves on nine wells by $39,263 (19,830 Mcf). These amounts were recorded as gas imbalance payables at December 31, 1996 and 1995 in accordance with the sales method. 52 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, accrued oil and gas sales, the deferred charge, the gas imbalance payable, and the accrued liability all involve estimates which could materially differ from the actual amounts ultimately realized in the near term. Contingent liability from litigation (see Note 4) and oil and gas reserves (see Note 5) also involve significant estimates which could materially differ from the actual amounts ultimately realized. The litigation, for which the contingent liabilities were accrued in a prior period in the amount of $40,000, resulted in no liability to the Program and the accruals were reversed during the year ended December 31, 1996. During the year ended December 31, 1996, the Program received a credit for prior period environmental charges in the amount of $45,060 which should have been recognized during the second quarter of 1996 and reflected in the Program's Quarterly Report on Form 10-Q for the 3 months ended June 30, 1996. 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, 1996, 1995, and 1994, such expenses totaled $100,208, $101,606, and $96,134, respectively, of which $85,620 was paid each year to Dyco and its affiliates. Affiliates of the Program operate certain of the Program's properties. Their policy is to bill the Program for all customary charges and cost reimbursements associated with these activities, together with any compressor rentals, consulting, or other services provided. 53 During 1994 and 1995 the Program sold gas at market prices to El Paso Energy Marketing Company, formerly known as Premier Gas Company ("El Paso"). El Paso, like other similar gas marketing firms, then resold such gas to third parties at market prices. El Paso was an affiliate of the Program until December 6, 1995. During 1995 and 1994, these sales totaled $720,777 and $683,848, respectively. At December 31, 1995, accrued oil and gas sales included $93,000 due from El Paso. 3. MAJOR CUSTOMERS The following purchaser individually accounted for more than 10% of the combined oil and gas sales of the Program for the years ended December 31, 1996, 1995, and 1994: Purchaser 1996 1995 1994 --------- ---- ---- ---- El Paso 89.7% 87.9% 92.2% 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. CONTINGENCY On December 27, 1996 the operator of certain wells in which the Program owns an interest filed a lawsuit against Dyco in which the plaintiff is seeking the collection of outstanding joint interest billings plus interest, costs, and fees. Dyco has filed an answer in the matter whereby it has denied all of the plaintiff's allegations. Dyco intends to vigorously defend the lawsuit. As of the date of these financial statements, management cannot determine the amount of any alleged damages which would be allocable to the Program from this lawsuit; however, it is reasonably possible that events could change in the future resulting in a material liability to the Program. 5. 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. 54 Capitalized Costs The Program's capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance were as follows: December 31, ------------------------------ 1996 1995 ------------- ------------- Proved properties $35,415,355 $35,425,987 Unproved properties, not subject to depreciation, depletion, and amortization - - ---------- ---------- $35,415,355 $35,425,987 Less accumulated depreciation, depletion, amortization, and valuation allowance ( 35,025,492) ( 34,937,061) ---------- ---------- Net oil and gas properties $ 389,863 $ 488,926 ========== ========== Costs Incurred Costs incurred by the Program in connection with its oil and gas property acquisition, exploration, and development activities were as follows: December 31, ------------------------- 1996 1995 1994 ------- ------- ------- Acquisition of properties $ - $ - $ - Exploration costs - - - Development costs 14,728 51,525 87,990 ------ ------ ------ Total costs incurred $14,728 $51,525 $87,990 ====== ====== ====== 55
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, 1996, 1995, and 1994. Proved reserves were estimated by petroleum engineers employed by affiliates of the Program. All of the Program's reserves are located in the United States. 1996 1995 1994 --------------------- --------------------- --------------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) -------- ----------- -------- ----------- -------- ----------- Proved reserves, beginning of year 8,641 1,664,201 10,013 1,553,093 11,287 1,757,288 Revisions of previous estimates 1,870 265,576 692 672,000 947 241,131 Sales of reserves ( 26) ( 5,284) - - - ( 141) Production (1,786) ( 468,214) ( 2,064) ( 560,892) ( 2,221) ( 445,185) ----- --------- ------ --------- ------ --------- Proved reserves, end of year 8,699 1,456,279 8,641 1,664,201 10,013 1,553,093 ===== ========= ====== ========= ====== ========= Proved developed reserves: Beginning of year 8,641 1,664,201 10,013 1,553,093 11,287 1,757,288 ----- --------- ------ --------- ------ --------- End of year 8,699 1,456,279 8,641 1,664,201 10,013 1,553,093 ===== ========= ====== ========= ====== =========
56 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; con- sequently, 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. 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 44 President and Director Patrick M. Hall 38 Chief Financial Officer Judy K. Fox 45 Secretary The director will hold office until the next annual meeting of shareholders of Dyco and until his successor has been duly elected and qualified. All executive officers serve at the discretion of the Board of Directors. 57 Dennis R. Neill joined the Samson Companies 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 the Samson Companies, 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; President and Director of Samson Properties Incorporated, Samson Hydrocarbons Company, Geodyne Resources, Inc. and its subsidiaries, Berry Gas Company, Circle L Drilling Company, and Compression, Inc.; and President and Chairman of the Board of Directors of Samson Securities Company. Patrick M. Hall joined the Samson Companies in 1983, was named a Vice President of Dyco on June 18, 1991, and was named Chief Financial Officer of Dyco on June 30, 1996. Prior to joining the Samson Companies he was a senior accountant with Peat Marwick Main & Co. in Tulsa. He holds a Bachelor of Science degree in accounting from Oklahoma State University and is a Certified Public Accountant. Mr. Hall also serves as Senior Vice President - Controller of Samson Investment Company. Judy K. Fox joined the Samson Companies in 1990 and was named Secretary of Dyco on June 30, 1996. Prior to joining the Samson Companies, 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., Geodyne Resources, Inc. and its subsidiaries, Samson Hydrocarbons Company, and Samson Properties Incorporated. 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, 1996: 58 Compensation/Reimbursement to Dyco and its Affiliates Three Years Ended December 31, 1996 Type of Compensation/ Reimbursement(1) Expense ---------------------- -------------------------- 1996 1995 1994 ---- ---- ---- 1980-1 Program - -------------- Compensation: Operations $ (2) $ (2) $ (2) Gas Marketing $ (3) $ (3) $ (3) Reimbursements: General and Adminis- trative, Geological, and Engineering Expenses and Direct Expenses(4) $56,088 $56,088 $56,088 1980-2 Program - -------------- Compensation: Operations $ (2) $ (2) $ (2) Gas Marketing $ (3) $ (3) $ (3) Reimbursements: General and Adminis- trative, Geological, and Engineering Expenses and Direct Expenses(4) $85,620 $85,620 $85,620 - ---------- (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. 59 (2) Affiliates of the Programs serve as operator of some 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) During 1994 and 1995 El Paso, an affiliate of the Programs until December 6, 1995, purchased a portion of the Programs' gas at market prices and resold such gas at market prices directly to end-users and local distribution companies. For the years ended December 31, 1995 and 1994, the 1980-1 Program sold $524,274 and $576,825, respectively, of gas to El Paso. For the years ended December 31, 1995 and 1994, the 1980-2 Program sold $720,777 and $683,848, respectively, of gas to El Paso. After December 6, 1995 the Programs' gas was marketed by Dyco and its affiliates, who were reimbursed for such activities as general and administrative expenses. (4) 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. The following table indicates the approximate amount of general and administrative expense reimbursement attributable to the salaries of the directors, officers, and employees of Dyco and its affiliates for the three years ended December 31, 1996: 60
1980-1 Program -------------- Salary Reimbursement Three Years Ended December 31, 1996 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 ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- C. Philip Tholen, President, Chief Executive Officer(1)(2) 1994 - - - - - - - 1995 - - - - - - - 1996 - - - - - - - Dennis R. Neill, President(2)(3) 1996 - - - - - - - All Executive Officers, Directors, and Employees as a group(4) 1994 $30,568 - - - - - - 1995 $30,624 - - - - - - 1996 $32,811 - - - - - - - --------------- (1) Mr. Tholen served as President and Chief Executive Officer of Dyco until June 30, 1996. (2) The general and administrative expenses paid by the Program and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Tholen or Mr. Neill. (3) Mr. Neill became President of Dyco on June 30, 1996. (4) No officer or director of Dyco or its affiliates provides full-time services to the Program and no individual's salary or other compensation reimbursement from the Program equals or exceeds $100,000 per annum.
61
1980-2 Program -------------- Salary Reimbursement Three Years Ended December 31, 1996 Long Term Compensation ------------------------------- Annual Compensation Awards Payouts ------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- C. Philip Tholen, President, Chief Executive Officer(1)(2) 1994 - - - - - - - 1995 - - - - - - - 1996 - - - - - - - Dennis R. Neill, President(2)(3) 1996 - - - - - - - All Executive Officers, Directors, and Employees as a group(4) 1994 $46,663 - - - - - - 1995 $46,749 - - - - - - 1996 $50,088 - - - - - - - --------------- (1) Mr. Tholen served as President and Chief Executive Officer of Dyco until June 30, 1996. (2) The general and administrative expenses paid by the Program and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Tholen or Mr. Neill. (3) Mr. Neill became President of Dyco on June 30, 1996. (4) No officer or director of Dyco or its affiliates provides full-time services to the Program and no individual's salary or other compensation reimbursement from the Program equals or exceeds $100,000 per annum.
62 In addition to the compensation/reimbursements noted above, during the three years ended December 31, 1996 the Samson Companies were in the business of supplying field and drilling equipment and services to affiliated and unaffiliated parties in the industry. These companies may have provided equipment and services for wells in which the Programs have an interest. Such equipment and services 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 January 31, 1997 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) - ------------------------------------------- --------------- 1980-1 Program: - -------------- Samson Resources Company 1,674.86 (41.5%) All directors, officers, and affiliates of Dyco as a group and Dyco (5 persons) 1,674.86 (41.5%) 1980-2 Program: - -------------- Samson Resources Company 1,994.34 (39.4%) All directors, officers, and affiliates of Dyco as a group and Dyco (5 persons) 1,994.34 (39.4%) To the best knowledge of the Programs and Dyco, there were no officers, directors, or 5% owners who were delinquent filers of reports required under section 16 of the Securities Exchange Act of 1934. 63 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 Programs owns a significant amount of the Programs' Units and therefore has an identity of interest with other limited partners with respect to the operations of the Programs. In order to attempt to assure limited liability for limited partners as well as an orderly conduct of business, management of the Programs is exercised solely by Dyco. The Program Agreements grant Dyco broad discretionary authority with respect to the Programs' participation in drilling prospects and expenditure and control of funds, including borrowings. These provisions are similar to those contained in prospectuses and partnership agreements for other public oil and gas partnerships. Broad discretion as to general management of the Programs involves circumstances where Dyco has conflicts of interest and where it must allocate costs and expenses, or opportunities, among the Programs and other competing interests. Dyco does not devote all of its time, efforts, and personnel exclusively to the Programs. Furthermore, the Programs do not have any employees, but instead rely on the personnel of the Samson Companies. The Programs thus compete with the Samson Companies (including other currently sponsored oil and gas programs) for the time and resources of such personnel. The Samson Companies devote 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 provided services to the Programs have fiduciary or other duties to other members of the Samson Companies, contract amendments and negotiating positions taken by them in their effort to enforce contracts with purchasers may not necessarily repre- sent the positions that a Program would take if it were to administer its own contracts without involvement with other members of the Samson Companies. On the other hand, management believes that the Programs' negotiating strength and contractual positions have been enhanced by virtue of its affiliation with the Samson Companies. For a description of certain other relationships and related transactions see "Item 11. Executive Compensation". 64 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, 1996 and 1995 and for the years ended December 31, 1996, 1995, and 1994 are filed as part of this report: Reports of Independent Accountants Balance Sheets Statements of Operations Statements of Partners' Capital Statements of Cash Flows Notes to Financial Statements (2) Financial Statement Schedules: None. (3) Exhibits: 4.1 Drilling Agreement dated February 15, 1980 for Dyco Drilling Program 1980-1 by and between Dyco Oil and Gas Program 1980-1, Dyco Petroleum Cor- poration, 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 10, 1992 and is hereby incorporated herein. 4.2 Form of Program Agreement for Dyco Oil and Gas Program 1980-1 by and between Dyco Petroleum Corporation and the Participants filed as Exhibit 4.2 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 10, 1992 and is hereby incorporated herein. 4.3 Amendment to Program Agreement for Dyco Oil and Gas Program 1980-1 dated February 9, 1989 filed as Exhibit 4.3 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 10, 1992 and is hereby incorporated herein. 65 4.4 Certificate of Limited Partnership (as amended) for Dyco Oil and Gas Program 1980-1 Limited Partnership filed as Exhibit 4.4 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 10, 1992 and is hereby incorporated herein. 4.5 Drilling Agreement dated June 20, 1980 for Dyco Drilling Program 1980-2 by and between Dyco Oil and Gas Program 1980-2, Dyco Petroleum Corporation, and Jaye F. Dyer filed as Exhibit 4.5 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 10, 1992 and is hereby incorporated herein. 4.6 Form of Program Agreement for Dyco Oil and Gas Program 1980-2 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 10, 1992 and is hereby incorporated herein. 4.7 Amendment to Program Agreement for Dyco Oil and Gas Program 1980-2 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 10, 1992 and is hereby incorporated herein. 4.8 Certificate of Limited Partnership (as amended) for Dyco Oil and Gas Program 1980-2 Limited Partnership filed as Exhibit 4.8 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 10, 1992 and is hereby incorporated herein. *27.1 Financial Data Schedule containing summary financial information extracted from the Dyco Oil and Gas Program 1980-1 Limited Partner-ship's financial statements as of December 31, 1996 and for the year ended December 31, 1996. *27.2 Financial Data Schedule containing summary financial information extracted from the Dyco Oil and Gas Program 1980-2 Limited Partner-ship's financial statements as of December 31, 1996 and for the year ended December 31, 1996. 66 All other Exhibits are omitted as inapplicable. ------------------ * Filed herewith. (b) Reports on Form 8-K for the fourth quarter of 1996. None. 67 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 1980-1 LIMITED PARTNERSHIP By: DYCO PETROLEUM CORPORATION General Partner February 20, 1997 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 Feb. 20, 1997 ------------------- Director (Principal Dennis R. Neill Executive Officer) /s/Patrick M. Hall Chief Financial Feb. 20, 1997 ------------------- Officer (Principal Patrick M. Hall Financial and Accounting Officer) /s/Judy K. Fox Secretary Feb. 20, 1997 ------------------- Judy K. Fox 68 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 1980-2 LIMITED PARTNERSHIP By: DYCO PETROLEUM CORPORATION General Partner February 20, 1997 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 Feb. 20, 1997 ------------------- Director (Principal Dennis R. Neill Executive Officer) /s/Patrick M. Hall Chief Financial Feb. 20, 1997 ------------------- Officer (Principal Patrick M. Hall Financial and Accounting Officer) /s/Judy K. Fox Secretary Feb. 20, 1997 ------------------- Judy K. Fox 69 INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 4.1 Drilling Agreement dated February 15, 1980 for Dyco Drilling Program 1980-1 by and between Dyco Oil and Gas Program 1980- 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 10, 1992 and is hereby incorporated herein. 4.2 Form of Program Agreement for Dyco Oil and Gas Program 1980- 1 by and between Dyco Petroleum Corporation and the Participants filed as Exhibit 4.2 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 10, 1992 and is hereby incorporated herein. 4.3 Amendment to Program Agreement for Dyco Oil and Gas Program 1980-1 dated February 9, 1989 filed as Exhibit 4.3 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 10, 1992 and is hereby incorporated herein. 4.4 Certificate of Limited Partnership (as amended) for Dyco Oil and Gas Program 1980-1 Limited Partnership filed as Exhibit 4.4 to Annual Report on Form 10-K for the year ended Decem- ber 31, 1991 on April 10, 1992 and is hereby incorporated herein. 4.5 Drilling Agreement dated June 20, 1980 for Dyco Drilling Program 1980-2 by and between Dyco Oil and Gas Program 1979- 2, Dyco Petroleum Corporation, and Jaye F. Dyer filed as Exhibit 4.5 to Annual Report on Form 10-K for the year ended December 31, 1991 on April 10, 1992 and is hereby incorporated herein. 4.6 Form of Program Agreement for Dyco Oil and Gas Program 1980- 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 10, 1992 and is hereby incorporated herein. 4.7 Amendment to Program Agreement for Dyco Oil and Gas Program 1980-2 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 10, 1992 and is hereby incorporated herein. 70 4.8 Certificate of Limited Partnership (as amended) for Dyco Oil and Gas Program 1980-2 Limited Partnership filed as Exhibit 4.8 to Annual Report on Form 10-K for the year ended Decem- ber 31, 1991 on April 10, 1992 and is hereby incorporated herein. *27.1 Financial Data Schedule containing summary financial information extracted from the Dyco Oil and Gas Program 1980-1 Limited Partnership's financial statements as of December 31, 1996 and for the year ended December 31, 1996. *27.2 Financial Data Schedule containing summary financial information extracted from the Dyco Oil and Gas Program 1980-2 Limited Partnership's financial statements as of December 31, 1996 and for the year ended December 31, 1996. - ------------------ * Filed herewith. 71 EX-27.1 2
5 0000806576 DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 227,376 0 156,135 0 0 383,511 29,750,131 29,171,663 1,062,619 8,910 0 0 0 0 1,018,281 1,062,619 770,955 781,724 0 285,555 0 0 0 496,169 0 496,169 0 0 0 496,169 123 0
EX-27.2 3
5 0000806577 DYCO OIL & GAS PROGRAM 1980-2 LIMITED PARTNERSHIP 10-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 369,731 0 177,467 0 0 547,198 35,415,355 35,025,492 1,009,945 75,794 0 0 0 0 836,577 1,009,945 1,022,387 1,038,028 0 368,677 0 0 0 669,351 0 669,351 0 0 0 669,351 132 0
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