Attached files
file | filename |
---|---|
EXCEL - IDEA: XBRL DOCUMENT - APACHE OFFSHORE INVESTMENT PARTNERSHIP | Financial_Report.xls |
EX-31.1 - EX-31.1 - APACHE OFFSHORE INVESTMENT PARTNERSHIP | h85326exv31w1.htm |
EX-32.1 - EX-32.1 - APACHE OFFSHORE INVESTMENT PARTNERSHIP | h85326exv32w1.htm |
EX-31.2 - EX-31.2 - APACHE OFFSHORE INVESTMENT PARTNERSHIP | h85326exv31w2.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2011
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-13546
APACHE OFFSHORE INVESTMENT PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware | 41-1464066 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400
(Address of principal executive offices)
(Address of principal executive offices)
Registrants telephone number, including area code: (713) 296-6000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of
the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ
Number of registrants units outstanding as of September 30, 2011 |
1,022 |
TABLE OF CONTENTS
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED INCOME
(Unaudited)
STATEMENT OF CONSOLIDATED INCOME
(Unaudited)
For the Quarter | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
REVENUES: |
||||||||||||||||
Oil and gas sales |
$ | 1,753,665 | $ | 596,557 | $ | 3,570,135 | $ | 3,657,099 | ||||||||
Interest income |
8 | 14 | 16 | 25 | ||||||||||||
1,753,673 | 596,571 | 3,570,151 | 3,657,124 | |||||||||||||
EXPENSES: |
||||||||||||||||
Depreciation, depletion and amortization |
365,462 | 111,051 | 739,487 | 704,774 | ||||||||||||
Asset retirement obligation accretion |
33,370 | 29,507 | 98,670 | 88,623 | ||||||||||||
Lease operating expenses |
293,079 | 265,887 | 774,990 | 775,759 | ||||||||||||
Gathering and transportation costs |
43,093 | 42,970 | 114,098 | 101,213 | ||||||||||||
Administrative |
100,750 | 109,250 | 302,250 | 327,750 | ||||||||||||
835,754 | 558,665 | 2,029,495 | 1,998,119 | |||||||||||||
NET INCOME |
$ | 917,919 | $ | 37,906 | $ | 1,540,656 | $ | 1,659,005 | ||||||||
NET INCOME ALLOCATED TO: |
||||||||||||||||
Managing Partner |
$ | 248,110 | $ | 30,070 | $ | 442,462 | $ | 464,119 | ||||||||
Investing Partners |
669,809 | 7,836 | 1,098,194 | 1,194,886 | ||||||||||||
$ | 917,919 | $ | 37,906 | $ | 1,540,656 | $ | 1,659,005 | |||||||||
NET INCOME PER INVESTING PARTNER UNIT |
$ | 656 | $ | 8 | $ | 1,075 | $ | 1,170 | ||||||||
WEIGHTED AVERAGE INVESTING PARTNER
UNITS OUTSTANDING |
1,021.5 | 1,021.5 | 1,021.5 | 1,021.5 | ||||||||||||
The accompanying notes to financial statements
are an integral part of this statement.
are an integral part of this statement.
1
Table of Contents
APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
For the Nine Months | ||||||||
Ended September 30, | ||||||||
2011 | 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 1,540,656 | $ | 1,659,005 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation, depletion and amortization |
739,487 | 704,774 | ||||||
Asset retirement obligation accretion |
98,670 | 88,623 | ||||||
Changes in operating assets and liabilities: |
||||||||
(Increase) decrease in accrued receivables |
39,561 | 197,913 | ||||||
Increase (decrease) in receivable from/payable to
Apache Corporation |
(141,296 | ) | 163,942 | |||||
Increase (decrease) in accrued operating expenses |
3,025 | 26,839 | ||||||
Increase (decrease) in deferred credits and other |
(354,485 | ) | (91,849 | ) | ||||
Net cash provided by operating activities |
1,925,618 | 2,749,247 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Additions to oil and gas properties |
(2,254,133 | ) | (698,177 | ) | ||||
Net cash used in investing activities |
(2,254,133 | ) | (698,177 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Distributions to Investing Partners |
| | ||||||
Distributions to Managing Partner |
(357,916 | ) | (224,193 | ) | ||||
Net cash used in financing activities |
(357,916 | ) | (224,193 | ) | ||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(686,431 | ) | 1,826,877 | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
2,971,900 | 2,048,412 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 2,285,469 | $ | 3,875,289 | ||||
The accompanying notes to financial statements
are an integral part of this statement.
are an integral part of this statement.
2
Table of Contents
APACHE OFFSHORE INVESTMENT PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 2,285,469 | $ | 2,971,900 | ||||
Accrued revenues receivable |
214,801 | 238,431 | ||||||
Accrued insurance receivable |
8,518 | 24,449 | ||||||
Receivable from Apache Corporation |
78,313 | | ||||||
2,587,101 | 3,234,780 | |||||||
OIL AND GAS PROPERTIES, on the basis of full cost accounting: |
||||||||
Proved properties |
194,433,312 | 191,277,205 | ||||||
Less Accumulated depreciation, depletion and amortization |
(184,259,718 | ) | (183,520,231 | ) | ||||
10,173,594 | 7,756,974 | |||||||
$ | 12,760,695 | $ | 10,991,754 | |||||
LIABILITIES AND PARTNERS CAPITAL |
||||||||
CURRENT LIABILITIES: |
||||||||
Payable to Apache Corporation |
$ | | $ | 668,573 | ||||
Accrued operating expenses |
112,819 | 109,794 | ||||||
Accrued development costs |
1,702,071 | 520,950 | ||||||
1,814,890 | 1,299,317 | |||||||
ASSET RETIREMENT OBLIGATION |
2,280,290 | 2,209,662 | ||||||
PARTNERS CAPITAL: |
||||||||
Managing Partner |
467,551 | 383,005 | ||||||
Investing Partners (1,021.5 units outstanding) |
8,197,964 | 7,099,770 | ||||||
8,665,515 | 7,482,775 | |||||||
$ | 12,760,695 | $ | 10,991,754 | |||||
The accompanying notes to financial statements
are an integral part of this statement.
are an integral part of this statement.
3
Table of Contents
APACHE OFFSHORE INVESTMENT PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Apache Offshore Investment Partnership, a Delaware general partnership (the Investment
Partnership), was formed on October 31, 1983, consisting of Apache Corporation, a Delaware
corporation (Apache or the Managing Partner), as Managing Partner and public investors (the
Investing Partners). The Investment Partnership invested its entire capital in Apache Offshore
Petroleum Limited Partnership, a Delaware limited partnership (the Operating Partnership). The
primary business of the Investment Partnership is to serve as the sole limited partner of the
Operating Partnership. The accompanying financial statements include the accounts of both the
Investment Partnership and the Operating Partnership. The term Partnership, as used herein,
refers to the Investment Partnership or the Operating Partnership, as the case may be.
These financial statements have been prepared by the Partnership, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission (SEC). They reflect all
adjustments that are, in the opinion of management, necessary for a fair statement of the results
for the interim periods, on a basis consistent with the annual audited financial statements. All
such adjustments are of a normal, recurring nature. Certain information, accounting policies, and
footnote disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States (U.S. GAAP) have been omitted
pursuant to such rules and regulations, although the Partnership believes that the disclosures are
adequate to make the information presented not misleading. These financial statements should be
read in conjunction with the Partnerships Annual Report on Form 10-K for the fiscal year ended
December 31, 2010, and which contains a summary of the Partnerships significant accounting
policies and other disclosures.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As of September 30, 2011, the Partnerships significant accounting policies are consistent
with those discussed in Note 2 of its consolidated financial statements contained in the Annual
Report of Form 10-K for the fiscal year ended December 31, 2010.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Significant estimates with
regard to these financial statements include the estimate of proved oil and gas reserves and
related present value estimates of future net cash flow therefrom and asset retirement obligations.
Actual results could differ from those estimates.
Fair Value Measurements
Certain assets and liabilities are reported at fair value on a recurring basis in the
Partnerships consolidated balance sheet. The following methods and assumptions were used to
estimate the fair values:
Cash, Cash Equivalents, Accounts Receivable and Accounts Payable
As of September 30, 2011 and December 31, 2010, the carrying amounts approximate fair value
because of the short-term nature or maturity of these instruments.
New Pronouncements Issued But Not Yet Adopted
In May 2011 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
(ASU) No. 2011-04, which amends FASB Accounting Standards Codification (ASC) Topic 820, Fair Value
Measurements and Disclosures. The amended guidance clarifies many requirements in U.S. GAAP for
measuring fair value and for disclosing information about fair value measurements. Additionally,
the amendments clarify the FASBs intent about the application of existing fair value measurement
requirements. The guidance provided in
4
Table of Contents
ASU No. 2011-04 is effective for interim and annual periods beginning after December 15, 2011.
The Partnership does not expect the adoption of this amendment to have a material impact on its
consolidated financial statements.
2. RECEIVABLE FROM / PAYABLE TO APACHE CORPORATION
The receivable from/payable to Apache represents the net result of the Investing Partners
revenue and expenditure transactions in the current month. Generally, cash in this amount will be
paid by Apache to the Partnership or transferred to Apache in the month after the Partnerships
transactions are processed and the net results of operations are determined.
3. RIGHT OF PRESENTMENT
As provided in the Partnership Agreement, as amended (the Amended Partnership Agreement), a
first right of presentment valuation was computed during the first quarter of 2011. The per-Unit
value was determined to be $14,917 based on the valuation date of December 31, 2010. A second
right of presentment valuation was computed during October 2011 and the per-Unit value was
determined to be $13,500 based on a valuation date of June 30, 2011. The Partnership did not
repurchase any Units during the first nine months of 2011, as a result of the Partnerships limited
amount of cash available for discretionary purposes and is not expected to purchase any Units in
the fourth quarter of 2011. The per-Unit right of presentment value computed during the first
quarter of 2010 based on the valuation date of December 31, 2009 was $15,411 and the second
per-Unit right of presentment in 2010 was $16,130. The Partnership did not repurchase any Units
during the first nine months of 2010. Pursuant to the Amended Partnership Agreement, the
Partnership has no obligation to repurchase any Units presented to the extent it determines that it
has insufficient funds for such purchases.
4. ASSET RETIREMENT OBLIGATIONS
The following table is a reconciliation of the asset retirement obligation for the nine months
of 2011:
Asset retirement obligation at December 31, 2010 |
$ | 2,209,662 | ||
Liabilities incurred |
576,074 | |||
Liabilities settled |
(604,116 | ) | ||
Accretion expense |
98,670 | |||
Asset retirement obligation at September 30, 2011 |
$ | 2,280,290 | ||
5
Table of Contents
ITEM 2 | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
This discussion relates to Apache Offshore Investment Partnership (the Partnership) and should
be read in conjunction with the Partnerships consolidated financial statements as of September 30,
2011, and the period then ended, and accompanying notes included under Part I, Item 1, of this
Quarterly Report on Form 10-Q, as well as its consolidated financial statement as of December 31,
2010, and the year then ended, and the related Managements Discussion and Analysis of Financial
Condition and Results of Operations, both of which are contained in the Partnerships Annual Report
on Form 10-K for the fiscal year ended December 31, 2010.
The Partnerships business is participation in oil and gas exploration, development and
production activities on federal lease tracts in the Gulf of Mexico, offshore Louisiana and Texas.
RESULTS OF OPERATIONS
Net Income and Revenue
The Partnership reported net income of $917,919 for the third quarter of 2011, up from $37,906
in the third quarter of 2010. Net income per Investing Partner Unit increased to $656 per Unit in
the third quarter of 2011, up from $8 per Unit in the third quarter of 2010. The increase in
earnings and earnings per Unit was driven by a full quarters production from South Timbalier 295
during the third quarter of 2011 compared to approximately two weeks of production during the third
quarter of 2010.
Net income for the nine months ending September 30, 2011, totaled $1,540,656 compared to
$1,659,005 for the nine months ending September 30, 2010. Net income per Investing Partner Unit
for the nine-month period ending September 30, 2011 of $1,075 was down slightly from $1,170 per
Unit in the first nine months of 2010. The decline in earnings and earnings per Unit was driven by
a 13 percent decline in natural gas prices from the first nine months of 2010. While the
Partnership experienced more downtime at South Timbalier 295 during the first nine months of 2011
than in the comparable period in 2010, higher oil prices in 2011 largely offset the impact of the
downtime.
The Partnerships production from South Timbalier 295 was shut-in on July 11, 2010, as a
result of a leak in a third-party pipeline and remained shut-in until mid-2011. After construction
a new oil pipeline from the field, the operator resumed production from the South Timbalier 295
field on June 14, 2011, with production from two wells to test the fields equipment and new
pipeline. Production was resumed from other wells in the field over the course of the next two
weeks as to not damage the fields equipment or reservoir.
Total revenues in the third quarter of 2011 were nearly three times the revenues realized in
the third quarter of 2010 as a result of resuming production from South Timbalier 295 during 2011.
Year-to-date revenues in 2011 decreased two percent from the first nine months of 2010 on lower
natural gas prices. With the Partnerships production from South Timbalier 295 shut-in for most of
the first six months of 2011, it was not able to fully capitalize on the 39 percent increase in oil
prices from a year ago.
The Partnerships oil, gas and natural gas liquids (NGL) production volume and price
information is summarized in the following table (gas volumes presented in thousand cubic feet
(Mcf) per day):
For the Quarter Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||
Increase | Increase | |||||||||||||||||||||||
2011 | 2010 | (Decrease) | 2011 | 2010 | (Decrease) | |||||||||||||||||||
Gas volume Mcf per day |
1,654 | 1,195 | 38 | % | 1,722 | 1,672 | 3 | % | ||||||||||||||||
Average gas price per Mcf |
$ | 4.30 | $ | 4.51 | (5 | )% | $ | 4.31 | $ | 4.95 | (13 | )% | ||||||||||||
Oil volume barrels per day |
106 | 12 | 783 | % | 45 | 62 | (27 | )% | ||||||||||||||||
Average oil price per barrel |
$ | 106.18 | $ | 68.29 | 55 | % | $ | 106.20 | $ | 76.64 | 39 | % | ||||||||||||
NGL volume barrels per day |
8 | 6 | 33 | % | 16 | 8 | 100 | % | ||||||||||||||||
Average NGL price per barrel |
$ | 89.45 | $ | 43.70 | 105 | % | $ | 56.63 | $ | 48.79 | 16 | % |
6
Table of Contents
Oil and Gas Sales
Natural gas sales totaled $654,458 in the third quarter of 2011, increasing $158,432 or 32
percent from the same period in 2010. Natural gas volumes increased 38 percent from the third
quarter of 2010, boosting sales by $181,591. Increased production at Ship Shoal 258/259 from 2011
drilling more than offset the natural depletion at North Padre Island 969/976 and Matagorda Island
681/682. The Partnerships average realized natural gas price for the quarter decreased $.21 per
Mcf, or five percent, from the third quarter of 2010, decreasing sales by $23,159 from a year ago.
The Partnerships crude oil sales for the third quarter of 2011 totaled $1,035,757 compared to
$78,240 in the third quarter of 2010. Crude oil volumes on a per day basis during the quarter
increased from 12 barrels per day in 2010 to 106 barrels per day in 2011 as the South Timbalier 295
field was on production for nearly the entire third quarter in 2011. The average realized price in the
third quarter of 2011 increased $37.89 per barrel, or 55 percent, from the third quarter of 2010,
further increasing sales.
During the third quarter of 2011, the Partnership sold eight barrels per day of natural gas
liquids, up from six barrels per day during the third quarter of 2010. The increase relates to
processed volumes at Ship Shoal 258/259 from new wells in 2011.
Natural gas sales for the first nine months of 2011 decreased 10 percent from a year ago,
dropping to $2,026,026 in the current period. A three percent increase in natural gas volumes
during the first nine months of 2011 from the same period a year ago increased sales by $59,514
while a 13 percent decrease in the Partnerships average gas price decreased sales by $292,207.
The Partnerships gas production in 2011 was hindered by declining production from the North Padre
Island 969/976 and Matagorda Island 681/682. The Partnerships average realized gas prices
decreased to $4.31 per Mcf in 2011 from $4.95 per Mcf in the first nine months of 2010.
Crude oil sales for the nine months of 2011 was essentially even with a year ago at $1.3
million. The Partnerships crude oil volumes decreased from 62 barrels per day during the first
nine months of 2010 to 45 barrels per day during the same period of 2011 as a result of the shut-in
of production at the South Timbalier 295 field. The 17 barrel per day decline in production
reduced sales by approximately $484,280 but was more than offset by the impact of higher oil
prices. The Partnerships average realized price for the oil increased 39 percent between the
first nine months of 2010 and 2011, rising to $106.20 per barrel in 2011.
The Partnership sold 16 barrels per day of natural gas liquids in the first nine months of
2011, up from eight barrels per day in the first nine months of 2010. The increase reflected higher
processed volumes at Ship Shoal 258/259 in 2011.
Since the Partnership does not anticipate acquiring additional acreage or conducting
exploratory drilling on leases in which it currently holds an interest, declines in oil and gas
production can be expected in future periods as a result of natural depletion. Also, given the
small number of producing wells owned by the Partnership and exposure to inclement weather in the
Gulf of Mexico, the Partnerships production may be subject to more volatility than those companies
with a larger or more diversified property portfolio.
Operating Expenses
The Partnerships depreciation, depletion and amortization (DD&A) rate, expressed as a
percentage of oil and gas sales, was approximately 21 percent during the third quarter of 2011
compared to 19 percent for the same period in 2010. DD&A, expressed as a percentage of oil and gas
sales, for the nine months was also 21 percent and 19 percent for the respective years. The higher
rates as a percentage of sales reflected capital cost required to build a new pipeline from South
Timablier 295 and higher drilling costs.
The Partnership recognized $33,370 in asset retirement obligation (ARO) accretion for the
third quarter of 2011 compared to $29,507 for the third quarter of 2010. For the nine months
ending September 30, 2011 and 2010, the Partnership recognized $98,670 and $88,623, respectively.
The increase reflected upward revisions in the Partnerships ARO liability during the fourth
quarter of 2010. Gathering and transportation costs for the third quarter of 2011 was even with a
year ago while increasing 13 percent for the nine month period with increases in processed volumes
at Ship Shoal 258/259 in 2011.
7
Table of Contents
Lease operating expenses (LOE) for the third quarter of 2011 of $293,079 increased ten percent
from the third quarter of 2010 on higher maintenance costs. LOE for the first nine months of 2011
was even with the same period a year ago at approximately $775,000 in each year. Administrative
expense for 2011 decreased eight percent for the nine-month period.
Capital Resources and Liquidity
The Partnerships primary capital resource is net cash provided by operating activities, which
totaled $1.9 million for the first nine months of 2011. Net cash provided by operating activities
during the first nine months of 2011 was down from a year ago as a result of a decline in net
income from last year and a reduction in operating liabilities during of the first nine months of
2011. Future cash flows will be primarily influenced by fluctuations in the Partnerships
production, realized prices and operating expenses.
At September 30, 2011, the Partnership had approximately $2.3 million in cash and cash
equivalents, down from approximately $3.0 million at December 31, 2010. The Partnerships goal of
maintaining cash at least sufficient to cover the undiscounted value of its future ARO liability
had to be temporarily suspended in 2011 as a result of the Partnerships production from South
Timbalier 295 being shut-in for nearly a year and the Partnerships capital expenditures at Ship
Shoal 258/259 and South Timbalier 295. The Partnership intends to replenish cash reserves in 2011
and 2012 with cash from operating activities.
The Partnerships future financial condition, results of operations and cash from operating
activities will largely depend upon prices received for its oil and natural gas production. A
substantial portion of the Partnerships production is sold under market-sensitive contracts.
Prices for oil and natural gas are subject to fluctuations in response to changes in supply, market
uncertainty and a variety of factors beyond the Partnerships control. These factors include
worldwide political instability (especially in the Middle East), the foreign supply of oil and
natural gas, the price of foreign imports, the level of consumer demand, and the price and
availability of alternative fuels.
The Partnerships oil and gas reserves and production also will significantly impact future
results of operations and cash from operating activities. The Partnerships production is subject
to fluctuations in response to remaining quantities
of oil and gas reserves, weather, pipeline capacity, consumer demand, mechanical performance and
workover, recompletion and drilling activities. Declines in oil and gas production can be expected
in future years as a result of normal depletion and the Partnership not participating in
acquisition or exploration activities. Based on production estimates from independent engineers
and current market conditions, the Partnership expects it will be able to meet its liquidity needs
for routine operations in the foreseeable future. The Partnership will reduce capital expenditures
and distributions to partners as cash from operating activities decline.
In the event that future short-term operating cash requirements are greater than the
Partnerships financial resources, the Partnership may seek short-term, interest-bearing advances
from the Managing Partner as needed. The Managing Partner, however, is not obligated to make loans
to the Partnership.
On an ongoing basis, the Partnership reviews the possible sale of lower value properties prior
to incurring associated dismantlement and abandonment costs.
Capital Commitments
The Partnerships primary needs for cash are for operating expenses, drilling and recompletion
expenditures, future dismantlement and abandonment costs, distributions to Investing Partners, and
the purchase of Units offered by Investing Partners under the right of presentment. To the extent
there is discretion, the Partnership allocates available capital to investment in the Partnerships
properties so as to maximize production and resultant cash flow. The Partnership had no
outstanding debt or lease commitments at September 30, 2011. The Partnership did not have any
contractual obligations as of September 30, 2011, other than the liability for dismantlement and
abandonment costs of its oil and gas properties. The Partnership has recorded a separate liability
for the present value of this ARO as discussed in the notes to the financial statements included in
the Partnerships latest annual report on Form 10-K.
8
Table of Contents
The Partnerships capital expenditures totaled $3.2 million during the first nine months of
2011, as the Partnership participated in drilling three wells at Ship Shoal 258/259 during the
period and completed the construction of a new pipeline from the South Timablier 295 field. With
the 2011 development activity and an increase in accrued drilling and development liabilities from
December 31, 2010, the Partnerships cash outlay during the first nine months of 2011 totaled $2.3
million. During the first nine months of 2010, the Partnerships cash capital expenditures totaled
$698,177 as it participated in recompletion projects at South Timbalier 295.
The Partnership does not expect to participate in significant capital projects during the last
quarter of 2011 other than the completion of the Ship Shoal 258 JB8 ST1 well. The well was
completed as a producer in early October 2011. Based on information supplied by the operators of
the properties, the Partnership anticipates capital expenditures of approximately $0.5 million for
the remainder of 2011. Such estimates may change based on realized prices, drilling results,
changes by the operator to the development plan, drilling rig availability, obtaining government
permits or changes in government regulations.
No distributions were made to Investing Partners during the first nine months of 2011, as cash
was used to fund capital expenditures for the period. The Partnership made no distribution to
Investing Partners during the first nine months of 2010 as cash was being accumulated to increase
the reserve for future ARO and fund capital expenditures planned for the remainder of 2010.
The amount of future distributions will be dependent on actual and expected production levels,
realized and expected oil and gas prices, expected drilling and recompletion expenditures, and
prudent cash reserves for future dismantlement and abandonment costs that will be incurred after
the Partnerships reserves are depleted. The Partnerships goal is to maintain cash and cash
equivalents in the Partnership at least sufficient to cover the undiscounted value of its future
ARO. With the large liability for development cost as of September 30, 2011, and the need to
replenish the Partnerships cash reserves for future ARO expenditures, the Partnership does not
expect to make a distribution to Investing Partners during the remainder of 2011.
As provided in the Partnership Agreement, as amended (the Amended Partnership Agreement), a
first right of presentment valuation was computed during the first quarter of 2011. The per-Unit
value was determined to be $14,917 based on the valuation date of December 31, 2010. A second
right of presentment valuation was computed during October 2011 and the per-Unit value was
determined to be $13,500 based on a valuation date of June 30, 2011. The Partnership did not
repurchase any Units during the first nine months of 2011, as a result of the Partnerships limited
amount of cash available for discretionary purposes and is not expected to purchase any Units in
the fourth quarter of 2011. The per-Unit right of presentment value computed during the first
quarter of 2010 based on the valuation date of December 31, 2009 was $15,411 and the second
per-Unit right of presentment in 2010 was $16,130. The Partnership did not repurchase any Units
during the first nine months of 2010. Pursuant to the Amended Partnership Agreement, the
Partnership has no obligation to repurchase any Units presented to the extent it determines that it
has insufficient funds for such purchases.
ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The Partnerships major market risk exposure is in the pricing applicable to its oil and gas
production. Realized pricing is primarily driven by the prevailing worldwide price for crude oil
and spot prices applicable to its natural gas production. Prices received for oil and gas
production have been and remain volatile and unpredictable. The Partnership has not used
derivative financial instruments or otherwise engaged in hedging activities during 2010 or the
first nine months of 2011.
The information set forth under Commodity Risk in Item 7A of the Partnerships Form 10-K for
the year ended December 31, 2010, is incorporated by reference. Information about market risks for
the current quarter is not materially different from the disclosure in the Partnerships most
recently filed Form 10-K.
9
Table of Contents
ITEM 4 CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
G. Steven Farris, the Managing Partners Chairman and Chief Executive Officer (in his capacity
as principal executive officer), and Thomas P. Chambers, the Managing Partners Executive Vice
President and Chief Financial Officer (in his capacity as principal financial officer), evaluated
the effectiveness of the Partnerships disclosure controls and procedures as of September 30, 2011,
the end of the period covered by this report. Based on that evaluation and as of the date of that
evaluation, these officers concluded that the Partnerships disclosure controls and procedures were
effective, providing effective means to ensure that the information it is required to disclose
under applicable laws and regulations is recorded, processed, summarized and reported within the
time periods specified in the SECs rules and forms and communicated to our management, including
the Managing Partners principal executive officer and principal financial officer, to allow timely
decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting during the period
covered by this Quarterly Report on Form 10-Q that materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.
FORWARD-LOOKING STATEMENTS AND RISK
This report includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical facts included or incorporated by
reference in this report, including, without limitation, statements regarding our future financial
position, business strategy, budgets, projected revenues, projected costs, and plans and objectives
of management for future operations, are forward-looking statements. Such forward-looking
statements are based on our examination of historical operating trends, the information that was
used to prepare our estimate of proved reserves as of December 31, 2010, and other data in our
possession or available from third parties. In addition, forward-looking statements generally can
be identified by the use of forward-looking terminology such as may, will, expect, intend,
project, estimate, anticipate, believe, or continue or similar terminology. Although we
believe that the expectations reflected in such forward-looking statements are reasonable, we can
give no assurance that such expectations will prove to have been correct. Important factors that
could cause actual results to differ materially from our expectations include, but are not limited
to, our assumptions about:
| the market prices of oil, natural gas, NGLs and other products or services; |
| the supply and demand for oil, natural gas, NGLs and other products or services; |
| production and reserve levels; |
| drilling risks; |
| economic and competitive conditions; |
| the availability of capital resources; |
| capital expenditure and other contractual obligations; |
| weather conditions; |
| inflation rates; |
| the availability of goods and services; |
| legislative or regulatory changes; | ||
| terrorism; |
10
Table of Contents
| occurrence of property acquisitions or divestitures; |
| the securities or capital markets and related risks such as general credit, liquidity, market and interest-rate risks; and |
| other factors disclosed under Items 1 and 2 Business and Properties Estimated Proved Reserves and Future Net Cash Flows, Item 1A Risk Factors, Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations, Item 7A Quantitative and Qualitative Disclosures About Market Risk, and elsewhere in our most recently filed Form 10-K. |
All subsequent written and oral forward-looking statements attributable to the Partnership, or
persons acting on its behalf, are expressly qualified in their entirety by the cautionary
statements. We assume no duty to update or revise our forward-looking statements based on changes
in internal estimates or expectations or otherwise.
11
Table of Contents
PART II OTHER INFORMATION
ITEM 1.
|
LEGAL PROCEEDINGS | |
None. | ||
ITEM 1A.
|
RISK FACTORS | |
During the quarter ended September 30, 2011, there were no material changes from the risk factors as previously disclosed in the Partnerships Form 10-K for the fiscal year ended December 31, 2010. | ||
ITEM 2.
|
UNREGISTERED SALES OF EQUITY IN SECURITIES AND USE OF PROCEEDS | |
None. | ||
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES | |
None. | ||
ITEM 4.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | |
None. | ||
ITEM 5.
|
OTHER INFORMATION | |
None. | ||
ITEM 6.
|
EXHIBITS |
a. | Exhibits |
*3.1
|
Partnership Agreement of Apache Offshore Investment Partnership (incorporated by reference to Exhibit (3)(i) to Form 10 filed by Partnership with the Commission on April 30, 1985, Commission File No. 0-13546). | |
*3.2
|
Amendment No. 1, dated February 11, 1994, to the Partnership Agreement of Apache Offshore Investment Partnership (incorporated by reference to Exhibit 3.3 to Partnerships Annual Report on Form 10-K for the year ended December 31, 1993, Commission File No. 0-13546). | |
*3.3
|
Limited Partnership Agreement of Apache Offshore Petroleum Limited Partnership (incorporated by reference to Exhibit (3)(ii) to Form 10 filed by Partnership with the Commission on April 30, 1985, Commission File No. 0-13546). | |
**31.1
|
Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Executive Officer | |
**31.2
|
Certification (pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act) by Principal Financial Officer | |
**32.1
|
Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Executive Officer and Principal Financial Officer |
*** 101.INS XBRL Instance Document.
*** 101.SCH XBRL Taxonomy Schema Document.
*** 101.CAL XBRL Calculation Linkbase Document.
*** 101.LAB XBRL Label Linkbase Document.
*** 101.PRE XBRL Presentation Linkbase Document.
* Incorporated by reference herein.
** Filed herewith.
*** Furnished herewith.
12
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
APACHE OFFSHORE INVESTMENT PARTNERSHIP |
||||
By: | Apache Corporation, Managing Partner | |||
Dated: November 8, 2011 | / s / Thomas P. Chambers | |||
Thomas P. Chambers | ||||
Executive Vice President and Chief Financial Officer (principal financial officer) of Apache Corporation, Managing Partner |
||||
Dated: November 8, 2011 | / s / Rebecca A. Hoyt | |||
Rebecca A. Hoyt | ||||
Vice President, Chief Accounting Officer and Controller (principal accounting officer) of Apache Corporation, Managing Partner |
||||