UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission File Number: 0-13546
APACHE OFFSHORE INVESTMENT PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 41-1464066
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (713) 296-6000
Securities registered pursuant to Section 12(b) of the Act: None
 ________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerEmerging growth company
Non-accelerated filerSmaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Number of registrant's units outstanding as of March 31,September 30, 20211,022 



TABLE OF CONTENTSTABLE OF CONTENTS
ItemItemDescriptionPageItemDescriptionPage
PART I - FINANCIAL INFORMATIONPART I - FINANCIAL INFORMATION
1.1.1.
2.2.2.
3.3.3.
4.4.4.
PART II - OTHER INFORMATIONPART II - OTHER INFORMATION
1.1.1.
1A.1A.1A.
2.2.2.
3.3.3.
4.4.4.
5.5.5.
6.6.6.





Forward-Looking Statements and Risk
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Partnership’s (as defined below in the Notes to Consolidated Financial Statements) future financial position, business strategy, budgets, projected revenues, projected costs and plans, and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on the Partnership’s examination of historical operating trends, the information that was used to prepare the Partnership’s estimate of proved reserves as of December 31, 2020, and other data in its possession or available from third parties. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “continue,” “seek,” “guidance,” “might,” “outlook,” “possibly,” “potential,” “prospect,” “should,” “would,” or similar terminology.terminology, but the absence of these words does not mean a statement is not forward looking. Although the Partnership believes that the expectations reflected in such forward-looking statements are reasonable under the circumstances, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Partnership’s expectations include, but are not limited to, the Partnership’s assumptions about:
the scope, duration, and reoccurrence of any epidemics or pandemics (including specifically the coronavirus disease 2019 (COVID-19) pandemic)pandemic and any related variants) and the actions taken by third parties, including, but not limited to, governmental authorities, customers, contractors, and suppliers, in response to such epidemics or pandemics;
the mandate, availability, and effectiveness of any vaccine programs orand other therapeutics related to the treatment of COVID-19;
the market prices of oil, natural gas, natural gas liquids (NGLs), and other products or services;
the supply and demand for oil, natural gas, NGLs, and other products or services;
pipeline and gathering system capacity and availability;
production and reserve levels;
drilling risks;
economic and competitive conditions;
the availability of capital resources;
capital expenditureexpenditures and other contractual obligations;
weather conditions;
inflation rates;
the availability of goods and services;
legislative, regulatory, or policy changes, including environmental regulation and initiatives addressing the impact of global climate change;
terrorism or cyberattacks;
the capital markets and related risks, such as general credit, liquidity, market, and interest-rate risks; and
other factors disclosed under Item 2 – “Properties — Estimated Proved Reserves and Future Net Cash Flows,” Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in the Partnership’s most recently filed Annual Report on Form 10-K and other filings that it makes with the Securities and Exchange Commission.



Other factors or events that could cause the Partnership’s actual results to differ materially from the Partnership’s expectations may emerge from time to time, and it is not possible for the Partnership to predict all of them.such factors or events. All subsequent written and oral forward-looking statements attributable to the Partnership, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, the Partnership assumes no dutydisclaims any obligation to update or revise its forward-lookingthese statements, whether based on changes in internal estimates or expectations, new information, future developments, or otherwise.




PART I — FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED OPERATIONS
(Unaudited)
For the Three Months Ended March 31,For the Quarter Ended September 30,For the Nine Months Ended September 30,
20212020 2021202020212020
REVENUES:REVENUES:REVENUES:
Oil and gas salesOil and gas sales$259,887 $231,494 Oil and gas sales$— $109,121 $469,777 $433,686 
Interest incomeInterest income112 18,072 Interest income64 580 282 23,892 
259,999 249,566 64 109,701 470,059 457,578 
EXPENSES:EXPENSES:EXPENSES:
Depreciation, depletion and amortizationDepreciation, depletion and amortization99,462 64,388 Depreciation, depletion and amortization— 40,283 162,914 136,106 
Asset retirement obligation accretionAsset retirement obligation accretion12,589 11,836 Asset retirement obligation accretion13,489 14,074 39,706 40,598 
Lease operating expensesLease operating expenses135,057 107,896 Lease operating expenses127,159 92,387 371,233 299,310 
Gathering and transportation costsGathering and transportation costs4,246 4,969 Gathering and transportation costs— 2,813 6,892 11,493 
AdministrativeAdministrative72,485 82,134 Administrative72,480 80,175 217,445 240,525 
323,839 271,223 213,128 229,732 798,190 728,032 
NET LOSSNET LOSS$(63,840)$(21,657)NET LOSS$(213,064)$(120,031)$(328,131)$(270,454)
NET INCOME (LOSS) ALLOCATED TO:
NET LOSS ALLOCATED TO:NET LOSS ALLOCATED TO:
Managing PartnerManaging Partner$2,499 $3,796 Managing Partner$(41,272)$(16,905)$(38,720)$(33,553)
Investing PartnersInvesting Partners(66,339)(25,453)Investing Partners(171,792)(103,126)(289,411)(236,901)
$(63,840)$(21,657)$(213,064)$(120,031)$(328,131)$(270,454)
NET LOSS PER INVESTING PARTNER UNITNET LOSS PER INVESTING PARTNER UNIT$(65)$(25)NET LOSS PER INVESTING PARTNER UNIT$(168)$(101)$(283)$(232)
WEIGHTED AVERAGE INVESTING PARTNER UNITS OUTSTANDINGWEIGHTED AVERAGE INVESTING PARTNER UNITS OUTSTANDING1,021.5 1,021.5 WEIGHTED AVERAGE INVESTING PARTNER UNITS OUTSTANDING1,021.5 1,021.5 1,021.5 1,021.5 
The accompanying notes to consolidated financial statements
are an integral part of this statement.
1


APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
For the Three Months Ended March 31,For the Nine Months Ended September 30,
20212020 20212020
CASH FLOWS FROM OPERATING ACTIVITIES:CASH FLOWS FROM OPERATING ACTIVITIES:CASH FLOWS FROM OPERATING ACTIVITIES:
Net lossNet loss$(63,840)$(21,657)Net loss$(328,131)$(270,454)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, depletion and amortizationDepreciation, depletion and amortization99,462 64,388 Depreciation, depletion and amortization162,914 136,106 
Asset retirement obligation accretionAsset retirement obligation accretion12,589 11,836 Asset retirement obligation accretion39,706 40,598 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Accrued receivablesAccrued receivables(4,017)45,773 Accrued receivables95,590 90,145 
Receivable from/payable to Apache CorporationReceivable from/payable to Apache Corporation7,895 (1,538)Receivable from/payable to Apache Corporation6,508 5,525 
Accrued operating expensesAccrued operating expenses(11,064)Accrued operating expenses(11,064)(2,472)
Asset retirement obligationsAsset retirement obligations(17,216)(293,092)Asset retirement obligations(222,687)(437,590)
Net cash provided by (used in) operating activities23,809 (194,290)
Net cash used in operating activitiesNet cash used in operating activities(257,164)(438,142)
CASH FLOWS FROM INVESTING ACTIVITIES:CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas propertiesAdditions to oil and gas properties— (9)
Net cash used in investing activitiesNet cash used in investing activities— (9)
CASH FLOWS FROM FINANCING ACTIVITIES:CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from Managing PartnerContributions from Managing Partner30,522 49,752 
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from (distributions to) Managing Partner(4,882)12,855 
Net cash provided by (used in) financing activities(4,882)12,855 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS18,927 (181,435)
Net cash provided by financing activitiesNet cash provided by financing activities30,522 49,752 
NET DECREASE IN CASH AND CASH EQUIVALENTSNET DECREASE IN CASH AND CASH EQUIVALENTS(226,642)(388,399)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEARCASH AND CASH EQUIVALENTS, BEGINNING OF YEAR4,515,466 5,020,432 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR4,515,466 5,020,432 
CASH AND CASH EQUIVALENTS, END OF PERIODCASH AND CASH EQUIVALENTS, END OF PERIOD$4,534,393 $4,838,997 CASH AND CASH EQUIVALENTS, END OF PERIOD$4,288,824 $4,632,033 
The accompanying notes to consolidated financial statements
are an integral part of this statement.
2


APACHE OFFSHORE INVESTMENT PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31, 2021December 31, 2020September 30, 2021December 31, 2020
ASSETSASSETSASSETS
CURRENT ASSETS:CURRENT ASSETS:CURRENT ASSETS:
Cash and cash equivalentsCash and cash equivalents$4,534,393 $4,515,466 Cash and cash equivalents$4,288,824 $4,515,466 
Accrued revenues receivableAccrued revenues receivable99,607 95,590 Accrued revenues receivable— 95,590 
Receivable from Apache CorporationReceivable from Apache Corporation4,830 Receivable from Apache Corporation— 4,830 
4,634,000 4,615,886 4,288,824 4,615,886 
OIL AND GAS PROPERTIES, on the basis of full cost accounting:OIL AND GAS PROPERTIES, on the basis of full cost accounting:OIL AND GAS PROPERTIES, on the basis of full cost accounting:
Proved propertiesProved properties195,727,413 195,727,413 Proved properties195,903,947 195,727,413 
Less – Accumulated depreciation, depletion and amortizationLess – Accumulated depreciation, depletion and amortization(191,758,722)(191,659,260)Less – Accumulated depreciation, depletion and amortization(191,822,174)(191,659,260)
3,968,691 4,068,153 4,081,773 4,068,153 
$8,602,691 $8,684,039 $8,370,597 $8,684,039 
LIABILITIES AND PARTNERS’ CAPITALLIABILITIES AND PARTNERS’ CAPITALLIABILITIES AND PARTNERS’ CAPITAL
CURRENT LIABILITIES:CURRENT LIABILITIES:CURRENT LIABILITIES:
Payable to Apache CorporationPayable to Apache Corporation$3,065 $Payable to Apache Corporation$1,678 $— 
Asset retirement obligationAsset retirement obligation509,224 526,440 Asset retirement obligation450,996 526,440 
Accrued operating expensesAccrued operating expenses64,784 75,848 Accrued operating expenses64,784 75,848 
Accrued development costsAccrued development costs30,674 — 
577,073 602,288 548,132 602,288 
ASSET RETIREMENT OBLIGATIONASSET RETIREMENT OBLIGATION870,673 858,084 ASSET RETIREMENT OBLIGATION896,407 858,084 
PARTNERS’ CAPITAL:PARTNERS’ CAPITAL:PARTNERS’ CAPITAL:
Managing PartnerManaging Partner521,024 523,407 Managing Partner515,209 523,407 
Investing Partners (1,021.5 units outstanding)Investing Partners (1,021.5 units outstanding)6,633,921 6,700,260 Investing Partners (1,021.5 units outstanding)6,410,849 6,700,260 
7,154,945 7,223,667 6,926,058 7,223,667 
$8,602,691 $8,684,039 $8,370,597 $8,684,039 
The accompanying notes to consolidated financial statements
are an integral part of this statement.
3


APACHE OFFSHORE INVESTMENT PARTNERSHIP
STATEMENT OF CONSOLIDATED CHANGES IN PARTNERS’ CAPITAL
(Unaudited) 
Managing
Partner
Investing
Partners
Total
For the Three Months Ended March 31, 2020
BALANCE, DECEMBER 31, 2019$491,608 $6,997,416 $7,489,024 
Contributions12,855 — 12,855 
Net income (loss)3,796 (25,453)(21,657)
BALANCE, MARCH 31, 2020$508,259 $6,971,963 $7,480,222 
For the Three Months Ended March 31, 2021
BALANCE, DECEMBER 31, 2020$523,407 $6,700,260 $7,223,667 
Distributions(4,882)— (4,882)
Net income (loss)2,499 (66,339)(63,840)
BALANCE, MARCH 31, 2021$521,024 $6,633,921 $7,154,945 
Managing
Partner
Investing
Partners
Total
For the Quarter Ended September 30, 2020
BALANCE, JUNE 30, 2020$520,139 $6,863,641 $7,383,780 
Contributions4,573 — 4,573 
Net loss(16,905)(103,126)(120,031)
BALANCE, SEPTEMBER 30, 2020$507,807 $6,760,515 $7,268,322 
For the Quarter Ended September 30, 2021
BALANCE, JUNE 30, 2021$507,297 $6,582,641 $7,089,938 
Contributions49,184 — 49,184 
Net loss(41,272)(171,792)(213,064)
BALANCE, SEPTEMBER 30, 2021$515,209 $6,410,849 $6,926,058 
For the Nine Months Ended September 30, 2020
BALANCE, DECEMBER 31, 2019$491,608 $6,997,416 $7,489,024 
Contributions49,752 — 49,752 
Net loss(33,553)(236,901)(270,454)
BALANCE, SEPTEMBER 30, 2020$507,807 $6,760,515 $7,268,322 
For the Nine Months Ended September 30, 2021
BALANCE, DECEMBER 31, 2020$523,407 $6,700,260 $7,223,667 
Contributions30,522 — 30,522 
Net loss(38,720)(289,411)(328,131)
BALANCE, SEPTEMBER 30, 2021$515,209 $6,410,849 $6,926,058 
The accompanying notes to consolidated financial statements
are an integral part of this statement.

4


APACHE OFFSHORE INVESTMENT PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Apache Offshore Investment Partnership, a Delaware general partnership (the Investment Partnership), was formed on October 31, 1983, consisting of Apache Corporation, a Delaware corporation (Apache or the Managing Partner), as Managing Partner, and public investors (the Investing Partners). The Investment Partnership invested its entire capital in Apache Offshore Petroleum Limited Partnership, a Delaware limited partnership (the Operating Partnership). The primary business of the Investment Partnership is to serve as the sole limited partner of the Operating Partnership. The accompanying financial statements include the accounts of both the Investment Partnership and the Operating Partnership. The term “Partnership,” as used herein, refers to the Investment Partnership or the Operating Partnership, as the case may be.
These financial statements have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). They reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods, on a basis consistent with the annual audited financial statements. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been omitted pursuant to such rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which contains a summary of the Partnership’s significant accounting policies and other disclosures.
1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As of March 31,September 30, 2021, the Partnership’s significant accounting policies are consistent with those discussed in Note 2 of its consolidated financial statements contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates with regard to these financial statements include the estimate of proved oil and gas reserve quantities and the related present value of estimated future net cash flows therefrom and the assessment of asset retirement obligations. Actual results could differ from those estimates.
Oil and Gas Property
The Partnership follows the full-cost method of accounting for its oil and gas property. Under this method of accounting, all costs incurred for both successful and unsuccessful exploration and development activities, and oil and gas property acquisitions are capitalized. The net book value of oil and gas properties may not exceed a calculated “ceiling.” The ceiling limitation is the estimated future net cash flows from proved oil and gas reserves, discounted at 10 percent per annum. Estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements. For a discussion of the calculation of estimated future net cash flows, please refer to Note 10—Supplemental Oil and Gas Disclosures (Unaudited) to the consolidated financial statements contained in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Any excess of the net book value of proved oil and gas properties over the ceiling is charged to expense and reflected as “Additional depreciation, depletion and amortization” in the accompanying statement of consolidated operations. Such limitations are tested quarterly. The Partnership had 0no write-downs of the carrying value of its proved oil and gas properties during the first threenine months of 2021 and 2020.
5


Revenue Recognition
There have been no significant changes to the Partnership’s contracts with customers during the threequarter and nine months ended March 31,September 30, 2021. The Partnership generates revenue from its contracts with customers from the sale of its crude oil, natural gas, and NGL production volumes. Under these short-term commodity sales contracts, the physical delivery of each unit of quantity represents a single, distinct performance obligation on behalf of the Partnership. Contract prices are determined based on market-indexed prices, adjusted for quality, transportation, and other market-reflective differentials. Revenue is measured by allocating an entirely variable market price to each performance obligation and recognized at a point in time when control is transferred to the customer. The Partnership considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, and the Partnership’s right to payment. Control typically transfers to customers upon the physical delivery at specified locations within each contract and the transfer of title.
In late June 2021, the operator shut-in wells at South Timbalier 295 in order to perform certain repairs to various piping and related equipment. During the construction crew’s review, additional necessary repairs were identified, including various platform and grating repairs. The crew also surveyed the facilities and identified deficiencies that require additional repairs before the wells can be returned to production. The repair work commenced during the third quarter of 2021, but Hurricane Ida caused further delays. The operator currently estimates that the wells will return to production in December of 2021. As a result of the wells being shut-in at South Timbalier 295, the Partnership had no production or revenues during the third quarter of 2021, as it is the only remaining operating field of the Partnership.
The table below presents revenues from contracts with customers disaggregated by product type for the threequarter and nine months ended March 31,September 30, 2021 and 2020:
For the Three Months Ended March 31, For the Quarter Ended September 30,For the Nine Months Ended September 30,
20212020 2021202020212020
OilOil$225,221 $204,469 Oil$— $96,312 $402,244 $379,445 
GasGas27,600 21,457 Gas— 11,514 52,520 45,930 
NGLsNGLs7,066 5,568 NGLs— 1,295 15,013 8,311 
Total Oil and Gas RevenueTotal Oil and Gas Revenue$259,887 $231,494 Total Oil and Gas Revenue$— $109,121 $469,777 $433,686 
In accordance with the provisions of Accounting Standards Codification 606, variable market prices for each short-term commodity sale are allocated entirely to each performance obligation as the terms of payment relate specifically to the Partnership’s efforts to satisfy its obligations. As such, the Partnership has elected the practical expedients available under the standard to not disclose the aggregate transaction price allocated to unsatisfied, or partially unsatisfied, performance obligations as of the end of the reporting period. Payment terms under all contracts with customers are typically due and received within a short-term period of one year or less, after physical delivery of the product or service has been rendered.
The Partnership records trade accounts receivable for its unconditional rights to consideration arising under sales contracts with customers. The carrying value of such receivables represents estimated net realizable value. The Partnership routinely assesses the collectability of all material trade and other receivables. The Partnership accrues a reserve on a receivable when, based on the judgment of management, it is probable that a receivable will not be collected and the amount of any reserve may be reasonably estimated. As of March 31,September 30, 2021, the carrying amounts of trade accounts receivables approximate fair value because of the short-term nature of these instruments. Receivables from contracts with customers totaled $99,607$0 and $95,590 as of March 31,September 30, 2021 and December 31, 2020, respectively. The Partnership had 0no allowance for doubtful accounts recorded for any comparative period presented.
2.    RECEIVABLE FROM / PAYABLE TO APACHE CORPORATION
The receivable from/payable to Apache represents the net result of the Investing Partners’ revenue received and expenditures paid in the current month. Generally, cash in this amount will be paid by Apache to the Partnership or transferred to Apache in the month after the Partnership’s transactions are processed and the net results of operations are determined.
6


3.    ASSET RETIREMENT OBLIGATIONS
The following table describes the changes to the Partnership’s asset retirement obligation liability for the first threenine months of 2021:
Asset retirement obligation at December 31, 2020$1,384,524 
Accretion expense12,58939,706 
Liabilities settled(17,216)(253,361)
Revisions in estimated liabilities176,534 
Asset retirement obligation at March 31,September 30, 20211,379,8971,347,403 
Less current portion(509,224)(450,996)
Asset retirement obligation, long-term$870,673896,407 
Liabilities settled during the threenine months ended March 31,September 30, 2021 relate to costs for well abandonment and platform removal at Ship Shoal 258/259. Estimated liabilities for abandonment activities were revised upward by $176,534 during the quarter for higher estimated costs related to diving work and associated services incurred for decommissioning during the period.
4.    FAIR VALUE MEASUREMENTS
Certain assets and liabilities are reported at fair value on a recurring basis in the Partnership’s consolidated balance sheet. As of March 31,September 30, 2021 and December 31, 2020, the carrying amounts of the Partnership’s current assets and current liabilities approximated fair value because of the short-term nature or maturity of these instruments.
The Partnership did not use derivative financial instruments or otherwise engage in hedging activities during the threenine months ended March 31,September 30, 2021 and 2020.
5.    NOTICE OF WITHDRAWAL AND RIGHT OF PRESENTMENT
On March 22, 2019, Apache, as the Managing Partner of the Investment Partnership, gave notice of its intention to withdraw as Managing Partner of the Investment Partnership. The notice described the withdrawal process and certain notice periods required by that process. No party assumed the role of Managing Partner within the 120-day notice period specified by the notice of intention to withdraw. Consequently, Apache will oversee the process of winding up and liquidating the business and affairs of the Investment Partnership. Apache has not made a decision as to when it will complete the process to withdraw as Managing Partner.
On April 26, 2019, the Managing Partner determined that, during the withdrawal and dissolution process, it would be inconsistent with the Managing Partner’s fiduciary duties to purchase (or to cause the Investment Partnership to purchase) outstanding units of partnership interests (Units) from the holders thereof pursuant to the right of presentment provided for in Sections 6.9 through 6.14 of the Partnership Agreement of the Investment Partnership (the Partnership Agreement). As a result of this determination by the Managing Partner, pursuant to Section 6.12 of the Partnership Agreement, the right of presentment has been terminated and Sections 6.9 through 6.14 have “become null and void and of no further force or effect” as provided in Section 6.12.
Prior to terminating the right of presentment, the Investment Partnership had not made a repurchase under the right of presentment since 2008.
6.    FINANCIAL CONDITION OF THE OPERATOR OF THE PARTNERSHIP’S PRODUCING LEASE
On August 3, 2020, Fieldwood Energy LLC, the current operator of the Partnership’s producing lease, and certain of its affiliated debtors (collectively, “Fieldwood”)Fieldwood) filed a voluntary petition for reliefprotection under Chapter 11 of the United States Bankruptcy Code inCode. On June 25, 2021, the United States Bankruptcy Court for the Southern District of Texas (Case No. 20-33948).(Houston Division) entered an order confirming Fieldwood’s bankruptcy plan. On August 27, 2021, Fieldwood’s bankruptcy plan became effective. Pursuant to the plan, Fieldwood has submitted a planseparated its ownership in and operatorship of reorganization, and the Partnership’s Managing Partner has been engaged in discussionsproducing lease, together with Fieldwood andseveral of Fieldwood’s other interested parties regarding such plan. However, as of the date of this report, the Partnership does not know if, or to what extent, Fieldwoodleases, into a standalone company, which will continue to perform itsFieldwood’s obligations with respect to the Partnership’s properties. The outcomereorganization of Fieldwood’s bankruptcy couldFieldwood under the plan is not expected to have aany material adverse effect on the Partnership’s results of operations. No evaluation of the likelihood of an unfavorable outcome or associated economic loss can be made; therefore, no liability has been recorded on the Partnership’s consolidated financial statements.
7


ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion relates to Apache Offshore Investment Partnership (the Partnership) and should be read in conjunction with the Partnership’s consolidated financial statements and accompanying notes included under Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q, as well as the Partnership’s consolidated financial statements, accompanying notes and related Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
The Partnership’s business is participation in oil and gas development and production activities on federal lease tracts in the Gulf of Mexico, offshore Louisiana.
Results of Operations
Net Income and Revenue
In late June 2021, the operator shut-in wells at South Timbalier 295 in order to perform certain repairs to various piping and related equipment. During the construction crew’s review, additional necessary repairs were identified, including various platform and grating repairs. The crew also surveyed the facilities and identified deficiencies that require additional repairs before the wells can be returned to production. The repair work commenced during the third quarter of 2021, but Hurricane Ida caused further delays. The operator currently estimates that the wells will return to production in December 2021. As a result of the wells being shut-in at South Timbalier 295, the Partnership had no production or revenues during the third quarter of 2021, as it is the only remaining operating field of the Partnership. Until the repairs are completed, the Partnership expects to operate at a loss as a result of additional repair and maintenance costs, fixed operating costs, and administrative overhead while recognizing minimal depreciation expense over the same period.
The Partnership reported a net loss of $63,840$213,064 ($65168 per Investing Partner Unit) for the firstthird quarter of 2021 compared to a net loss of $21,657$120,031 ($25101 per Investing Partner Unit) in the third quarter of 2020. For the first nine months of 2021, the Partnership reported a net loss of $328,131 ($283 per Investing Partner Unit) compared to a net loss of $270,454 ($232 per Investing Partner Unit) in the first quarternine months of 2020.
TotalThe Partnership recorded no oil and gas revenues in the firstthird quarter of 2021, as a result of wells being shut-in at South Timbalier 295, the Partnership’s only producing field. Total revenues for the first nine months of 2021 increased 43 percent from the first quarternine months of 2020 primarily theas a result of higher crude oil and natural gas realized prices.prices, offset by the Partnership having no production during the third quarter of 2021. The increase in realized prices was primarily the result of increased economic activity during the first quarternine months of 2021 compared to the same prior year period when commodity prices collapsed as a result of economic uncertainty stemming from the coronavirus disease 2019 (COVID-19) pandemic.COVID-19. The Partnership’s crude oil, natural gas, and NGLs production volume and price information is summarized in the following table (gas volumes are presented in thousand cubic feet (Mcf) per day):
 
For the Three Months Ended March 31, For the Quarter Ended September 30,For the Nine Months Ended September 30,
20212020Increase
(Decrease)
20212020Increase
(Decrease)
20212020Increase
(Decrease)
Gas volume – Mcf per dayGas volume – Mcf per day116 119 (3)%Gas volume – Mcf per day— 71 NM63 90 (30)%
Average gas price – per McfAverage gas price – per Mcf$2.65 $1.99 33 %Average gas price – per Mcf$— $1.77 NM$3.07 $1.85 66 %
Oil volume – barrels per dayOil volume – barrels per day48 50 (4)%Oil volume – barrels per day— 29 NM26 38 (32)%
Average oil price – per barrelAverage oil price – per barrel$52.29 $44.58 17 %Average oil price – per barrel$— $36.31 NM$55.85 $36.75 52 %
NGL volume – barrels per dayNGL volume – barrels per day— %NGL volume – barrels per day— NM— %
Average NGL price – per barrelAverage NGL price – per barrel$17.56 $14.96 17 %Average NGL price – per barrel$— $6.52 NM$19.81 $9.21 115 %
NM - Not Meaningful
Oil and Gas Sales
The Partnership’sPartnership recorded no crude oil sales and no crude oil volumes for the third quarter of 2021 compared to $96,312 and 29 barrels per day in the third quarter of 2020, respectively, in each case as a result of the wells being shut-in at South Timbalier 295.
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Crude oil sales for the first quarternine months of 2021 totaled $225,221,$402,244, increasing 106 percent compared to $204,469$379,445 in the first quarternine months of 2020. The Partnership’s average realized oil price in the first quarternine months of 2021 increased $7.71$19.10 per barrel from the first quarternine months of 2020, increasing sales by $35,360.$197,213. Crude oil volumes decreased to 4826 barrels per day in the first nine months of 2021, compared to 38 barrels per day in the same prior year period, as a result of the shut-in of wells at South Timbalier 295 starting in June 2021. The decrease in production reduced sales by $174,414.
The Partnership recorded no natural gas sales and no natural gas volumes in the third quarter of 2021 compared to 50 barrels$11,514 and 71 Mcf per day, respectively, in the prior year period, primarily from natural declinesthird quarter of 2020, in each case as a result of the wells being shut-in at South Timbalier 295. The decrease in production reduced oil sales by $14,608.
Natural gas sales of $27,600 were recognized infor the first quarternine months of 2021 up 29totaled $52,520, increasing 14 percent from $45,930 during the amount realized for the equivalent 2020 period.first nine months of 2020. The Partnership’s average realized natural gas price for the quarter increased $0.66from $1.85 per Mcf or 33 percent, fromin the first quarternine months of 2020 to $3.07 per Mcf in the first nine months of 2021, increasing sales by $7,120. Natural$30,217. A 30 percent decrease in natural gas volumes decreased 3 percentduring the first nine months of 2021 from the same prior year period decreased gas sales by $23,627. The Partnership’s decrease in gas production in the first quarternine months of 2020, reducing sales revenue by $977.2021 was the result of the shut-in of wells at South Timbalier 295.
The Partnership sold an average of 43 barrels per day of NGL in the first threenine months of 2021, unchanged from the average of 43 barrels per day in the first three monthssame period of 2020. NGL revenues increased as the result of 17115 percent higher average realized NGL prices during the first threenine months of 2021 compared to2021. The Partnership recorded no NGL revenue or production during the same prior year period.third quarter of 2021.
Since the Partnership does not anticipate acquiring additional acreage or conducting exploratory drilling on leases in which it currently holds an interest, declines in oil and gas production can be expected in future periods as a result of natural depletion. Also, given the small number of producing wells owned by the Partnership and exposure to inclement weather and pipeline interruptions in the Gulf of Mexico, the Partnership’s production may beis subject to more volatility than those companies with a larger or more diversified property portfolio.
8


Operating Expenses
The Partnership’sPartnership recognized no depreciation, depletion and amortization (DD&A), expense during the third quarter of 2021, as a result of the wells being shut-in at South Timbalier 295. DD&A expense expressed as a percentage of oil and gas sales was approximately 3835 percent for the first threenine months of 2021, compared to approximately 2831 percent for the first threenine months of 2020. The higher depletion percentage was primarily the result of higher sales revenue for the quarter and lower estimated future gross revenues from proved oil and gas reserves, which are based on an unweighted arithmetic average of commodity prices in effect for the first day of each of the previous 12 months, held flat for the life of expected production.
Under the full cost method of accounting, the Partnership is required to review the carrying value of its proved oil and gas properties each quarter. Under these rules, capitalized costs of oil and gas properties, net of accumulated DD&A, may not exceed the present value of estimated future net cash flows from proved oil and gas reserves discounted at 10 percent per annum. Estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements. The Partnership had no write-downs of the carrying value of its oil and gas properties during the first threenine months of 2021 and 2020.
Lease operating expenses (LOE) for the first three monthsthird quarter of 2021 totaled $135,057,$127,159, up 2538 percent from the same prior year period, primarily the result of increased direct operating and continued repair costs at South Timbalier 295. LOE for the first nine months of 2021 totaled $371,233, up 24 percent from the same prior year period, primarily the result of increased direct operating costs, as well as increased repair and maintenance work incurred during the period2021 related to weather events.events and well shut-ins. Gathering and transportation costs for the delivery of oil and gas totaled $4,246was nominal in the third quarter of 2021, resulting from having no production during the quarter. Gathering and transportation costs decreased 40 percent in the first threenine months of 2021 a decrease of 15 percent from the first quarter of 2020. Administrative expenses for the first three months of 2021 were 12 percent lower compared to the same prior year period, primarily the result of reduced volumes during the period. Administrative expenses for each of the third quarter and first nine months of 2021 were 10 percent lower compared to their same respective prior year periods.
Capital Resources and Liquidity
The Partnership’s primary capital resource is net cash provided by operating activities. During the first threenine months of 2021, the Partnership had $23,809recorded $257,164 of net cash inflow fromoutflow used in operating activities, compared to $194,290$438,142 of net cash outflow in the first threenine months of 2020. The increasedecrease in operating cash flowsoutflow used was primarily the result of reduced plugging and abandonment spending at Ship Shoal 258/259 comparedas abandonment activities are nearing completion based on the most recent estimates by the operator.
9


As a result of the shut-in at South Timbalier 295, the Partnership expects to operate at a loss until production resumes at the same prior year period.
field. The Partnership expects its existing cash on hand to be sufficient to cover fixed operating, repair costs, and administrative overhead until production resumes. At March 31,September 30, 2021, the Partnership had approximately $4.5$4.3 million in cash and cash equivalents, slightly highera 5 percent decrease from the year ended December 31, 2020. The Partnership’s goal is to maintain cash and cash equivalents at least sufficient to cover the undiscounted value of its future asset retirement obligation liability. The Partnership also plans to reserve funds for unexpected repairs, which may disrupt the Partnership’s production and for future recompletion operations.
The Partnership’s future financial condition, results of operations, and cash from operating activities will largely depend upon prices received for its oil and natural gas production. A substantial portion of the Partnership’s production is sold under market-sensitive contracts. Prices for oil and natural gas are subject to fluctuations in response to changes in supply, market uncertainty, and a variety of factors beyond the Partnership’s control. These factors include worldwide political and economic conditions, the foreign and domestic supply of oil and natural gas, the price of foreign imports, the level of consumer demand, weather, and the price and availability of alternative fuels.
The Partnership’s oil and gas reserves and production will also significantly impact future results of operations and cash from operating activities. The Partnership’s production is subject to fluctuations in response to remaining quantities of oil and gas reserves, weather, pipeline capacity, consumer demand, mechanical well performance and workovers, and recompletion activities. Declines in oil and gas production can be expected in future years as a result of normal depletion and the non-participation in acquisition or exploration activities by the Partnership.
Based on production estimates from independent engineers and existing cash balances reserved for platform dismantlement and abandonment activities, current market conditions resulting from the COVID-19 pandemic are not expected to materially impact the Partnership’s liquidity. The Partnership forecasts it will be able to meet its liquidity needs for routine operations in 2021, although volatile oil and gas prices and consumer demand resulting from the COVID-19 pandemic could decrease revenue and could require the Partnership to further reduce its cash and cash equivalents.
In the event that future short-term operating cash requirements are greater than the Partnership’s financial resources, the Partnership may seek short-term, interest-bearing advances from the Managing Partner as needed. The Managing Partner, however, is not obligated to make loans to the Partnership. The Partnership does not intend to incur debt from banks or other outside sources nor solicit capital from existing Unit holders or in the open market.
On an ongoing basis, the Partnership reviews the possible sale of lower value properties prior to incurring associated dismantlement and abandonment costs. The Partnership did not sell any properties in the first three months of 2021 and 2020.
910


Capital Commitments and Contingencies
The Partnership’s primary needs for cash are for operating expenses, recompletion expenditures, and future dismantlement and abandonment costs. To the extent there is discretion, the Partnership allocates available capital to investment in the Partnership’s properties so as to maximize production and resultant cash flow. The Partnership had no outstanding debt or lease commitments at March 31,September 30, 2021. The Partnership did not have any contractual obligations as of March 31,September 30, 2021, other than the liability for dismantlement and abandonment costs of its oil and gas properties. The Partnership has recorded a separate liability for this asset retirement obligation as discussed in the Notes to the Financial Statements included in the Partnership’s Annualunder Part I, Item I of this Quarterly Report on Form 10-K for the fiscal year ended December 31, 2020.10-Q.
During the first threenine months of 2021, the Partnership spent $17,216$222,687 to plug and abandon wells and remove platforms at Ship Shoal 258/259. The Partnership anticipates $509,224$450,996 of costs will be spent during the next twelve months, primarily to dismantle platforms at North Padre Island 969/976. Based on information currently available to the Partnership, it anticipates minimal capital expenditures during the remainder of 2021 for recompletions and other capital projects at South Timbalier 295. Such estimates may change based on realized oil and gas prices, recompletion results, weather disruptions, rates charged by contractors or changes by the operator to their development or abandonment plans.
On August 3, 2020, Fieldwood Energy LLC, the current operator of the Partnership’s producing lease, and certain of its affiliated debtors (collectively, “Fieldwood”)Fieldwood) filed a voluntary petition for reliefprotection under Chapter 11 of the United States Bankruptcy Code inCode. On June 25, 2021, the United States Bankruptcy Court for the Southern District of Texas (Case No. 20-33948).(Houston Division) entered an order confirming Fieldwood’s bankruptcy plan. On August 27, 2021, Fieldwood’s bankruptcy plan became effective. Pursuant to the plan, Fieldwood has submitted a planseparated its ownership in and operatorship of reorganization, and the Partnership’s Managing Partner has been engaged in discussionsproducing lease, together with Fieldwood andseveral of Fieldwood’s other interested parties regarding such plan. However, as of the date of this report, the Partnership does not know if, or to what extent, Fieldwoodleases, into a standalone company, which will continue to perform itsFieldwood’s obligations with respect to the Partnership’s properties. The outcomereorganization of Fieldwood’s bankruptcy couldFieldwood under the plan is not expected to have aany material adverse effect on the Partnership’s results of operations. No evaluation of the likelihood of an unfavorable outcome or associated economic loss can be made; therefore, no liability has been recorded on the Partnership’s consolidated financial statements.
Notice of Withdrawal and Right of Presentment
On March 22, 2019, Apache, as the Managing Partner of the Investment Partnership, gave notice of its intention to withdraw as Managing Partner of the Investment Partnership. The notice described the withdrawal process and certain notice periods required by that process. No party assumed the role of Managing Partner within the 120-day notice period specified by the notice of intention to withdraw. Consequently, Apache will oversee the process of winding up and liquidating the business and affairs of the Investment Partnership. Apache has not made a decision as to when it will complete the process to withdraw as Managing Partner.
On April 26, 2019, the Managing Partner determined that, during the withdrawal and dissolution process, it would be inconsistent with the Managing Partner’s fiduciary duties to purchase (or to cause the Investment Partnership to purchase) outstanding Units from the holders thereof pursuant to the right of presentment provided for in Sections 6.9 through 6.14 of the Partnership Agreement of the Investment Partnership (the Partnership Agreement). As a result of this determination by the Managing Partner, pursuant to Section 6.12 of the Partnership Agreement, the right of presentment has been terminated and Sections 6.9 through 6.14 have “become null and void and of no further force or effect” as provided in Section 6.12.
Prior to terminating the right of presentment, the Investment Partnership had not made a repurchase under the right of presentment since 2008.

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ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” the Partnership is not required to provide the information required by this Item. The Partnership has chosen to disclose, however, that it has not engaged in any transactions, issued or bought any financial instruments, or entered into any contracts that are required to be disclosed in response to this Item.
ITEM 4.    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
John J. Christmann IV, the Managing Partner’s Chief Executive Officer and President (in his capacity as principal executive officer), and Stephen J. Riney, the Managing Partner’s Executive Vice President and Chief Financial Officer (in his capacity as principal financial officer), evaluated the effectiveness of the Partnership’s disclosure controls and procedures as of March 31,September 30, 2021, the end of the period covered by this report. Based on that evaluation and as of the date of that evaluation, these officers concluded that the Partnership’s disclosure controls and procedures were effective, providing effective means to ensure that the information it is required to disclose under applicable laws and regulations is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and communicated to the Partnership’s management, including the Managing Partner’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There was no change in the Partnership’s internal controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q that materially affected, or is reasonably likely to materially affect, the Partnership’s internal controls over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
None.
ITEM 1A.    RISK FACTORS
As a “smaller reporting company,” the Partnership is not required to provide the information required by this Item.
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.    MINE SAFETY DISCLOSURES
None.
ITEM 5.    OTHER INFORMATION
None.
ITEM 6.    EXHIBITS
p3.1
 Partnership Agreement of Apache Offshore Investment Partnership (incorporated by reference to Exhibit (3)(i) to Form 10 filed by Partnership with the SEC on April 30, 1985, SEC File No. 0-13546).
p3.2
 Amendment No. 1, dated February 11, 1994, to the Partnership Agreement of Apache Offshore Investment Partnership (incorporated by reference to Exhibit 3.3 to Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993, SEC File No. 0-13546).
p3.3
 Limited Partnership Agreement of Apache Offshore Petroleum Limited Partnership (incorporated by reference to Exhibit (3)(ii) to Form 10 filed by Partnership with the SEC on April 30, 1985, SEC File No. 0-13546).
*31.1 
*31.2 
*32.1 
*101The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,September 30, 2021, formatted in Inline XBRL: (i) Statement of Consolidated Operations, (ii) Statement of Consolidated Cash Flows, (iii) Consolidated Balance Sheet, (iv) Statement of Consolidated Changes in Partners’ Capital and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
*101.SCH Inline XBRL Taxonomy Schema Document.
*101.CAL Inline XBRL Calculation Linkbase Document.
*101.DEFInline XBRL Definition Linkbase Document.
*101.LAB Inline XBRL Label Linkbase Document.
*101.PRE Inline XBRL Presentation Linkbase Document.
*104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*    Filed herewith.
P    Filed previously in paper format.
1213


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:5/6/November 4, 2021/s/ Stephen J. Riney
Stephen J. Riney
Executive Vice President and Chief Financial Officer
(principal financial officer) of Apache Corporation,
Managing Partner
Dated:5/6/November 4, 2021/s/ Rebecca A. Hoyt
Rebecca A. Hoyt
Senior Vice President, Chief Accounting Officer
and Controller (principal accounting officer)
of Apache Corporation, Managing Partner
1314