UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
/ x / Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1996
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 No. 2-75530B
PARKER & PARSLEY 82-II, LTD.
(Exact name of Registrant as specified in its charter)
Texas 75-1867115
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
303 West Wall, Suite 101, Midland, Texas 79701
(Address of principal executive offices) (Zip code)
Registrant's Telephone Number, including area code : (915) 683-4768
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes / x / No / /
Page 1 of 15 pages.
-There are no exhibits-
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PARKER & PARSLEY 82-II, LTD.
TABLE OF CONTENTS
Page
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets as of September 30, 1996 and
December 31, 1995 .................................. 3
Statements of Operations for the three and nine
months ended September 30, 1996 and 1995............... 4
Statement of Partners' Capital for the nine months
ended September 30, 1996............................... 5
Statements of Cash Flows for the nine months ended
September 30, 1996 and 1995............................ 6
Notes to Financial Statements............................ 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 9
Part II. Other Information
Item 1. Legal Proceedings........................................ 14
Signatures............................................... 15
2
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PARKER & PARSLEY 82-II, LTD.
(A Texas Limited Partnership)
Part I. Financial Information
Item 1. Financial Statements
BALANCE SHEETS
September 30, December 31,
1996 1995
----------- -----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents, including interest
bearing deposits of $196,380 at September 30
and $198,783 at December 31 $ 196,880 $ 199,420
Accounts receivable - oil and gas sales 72,637 57,508
--------- ---------
Total current assets 269,517 256,928
--------- ---------
Oil and gas properties - at cost, based on the
successful efforts accounting method 9,058,554 9,175,329
Accumulated depletion (7,428,934) (7,435,262)
--------- ---------
Net oil and gas properties 1,629,620 1,740,067
--------- ---------
$ 1,899,137 $ 1,996,995
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable - affiliate $ 28,607 $ 46,198
Partners' capital:
Limited partners (6,126 interests) 1,658,068 1,736,603
General partners 212,462 214,194
--------- ---------
1,870,530 1,950,797
--------- ---------
$ 1,899,137 $ 1,996,995
========= =========
The financial information included as of September 30, 1996 has been prepared by
management without audit by independent public accountants.
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
PARKER & PARSLEY 82-II, LTD.
(A Texas Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
--------------------- ---------------------
1996 1995 1996 1995
--------- --------- --------- ---------
Revenues:
Oil and gas $ 168,163 $ 143,033 $ 509,720 $ 528,571
Interest 2,502 3,263 6,889 8,721
Gain on sale of assets - - - 450,599
Salvage income from equipment
disposals 8,521 - 8,521 -
Litigation settlement - - 45,027 -
-------- -------- -------- --------
179,186 146,296 570,157 987,891
-------- -------- -------- --------
Costs and expenses:
Oil and gas production 76,132 99,479 236,079 320,892
General and administrative 5,575 5,151 17,060 17,476
Depletion 24,663 70,153 81,435 246,261
(Gain) loss on abandoned
property (523) - 28,619 -
Abandoned property costs - - 4,059 -
-------- -------- -------- --------
105,847 174,783 367,252 584,629
-------- -------- -------- --------
Net income (loss) $ 73,339 $ (28,487) $ 202,905 $ 403,262
======== ======== ======== ========
Allocation of net income (loss):
General partners $ 21,956 $ 3,401 $ 64,763 $ 141,444
======== ======== ======== ========
Limited partners $ 51,383 $ (31,888) $ 138,142 $ 261,818
======== ======== ======== ========
Net income (loss) per limited
partnership interest $ 8.39 $ (5.20) $ 22.55 $ 42.74
======== ======== ======== ========
Distributions per limited
partnership interest $ 11.90 $ 7.00 $ 35.37 $ 63.87
======== ======== ======== ========
The financial information included herein has been prepared by
management without audit by independent public accountants.
The accompanying notes are an integral part of these financial statements.
4
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PARKER & PARSLEY 82-II, LTD.
(A Texas Limited Partnership)
STATEMENT OF PARTNERS' CAPITAL
(Unaudited)
General Limited
partners partners Total
--------- ----------- -----------
Balance at January 1, 1996 $ 214,194 $ 1,736,603 $ 1,950,797
Distributions (66,495) (216,677) (283,172)
Net income 64,763 138,142 202,905
-------- ---------- ----------
Balance at September 30, 1996 $ 212,462 $ 1,658,068 $ 1,870,530
======== ========== ==========
The financial information included herein has been prepared by
management without audit by independent public accountants.
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PARKER & PARSLEY 82-II, LTD.
(A Texas Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
September 30,
----------------------
1996 1995
--------- ---------
Cash flows from operating activities:
Net income $ 202,905 $ 403,262
Adjustments to reconcile net income to net
cash provided by operating activities:
Depletion 81,435 246,261
Gain on sale of assets - (450,599)
Salvage income from equipment disposals (8,521) -
Loss on abandoned property 28,619 -
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (15,129) 25,199
Decrease in accounts payable (17,588) (5,923)
-------- --------
Net cash provided by operating activities 271,721 218,200
-------- --------
Cash flows from investing activities:
Additions to oil and gas properties (133) (1,236)
Proceeds from salvage income on equipment
disposals 8,521 -
Proceeds from sale of assets - 474,826
Proceeds from equipment salvage on abandoned
property 523 -
-------- --------
Net cash provided by investing activities 8,911 473,590
-------- --------
Cash flows from financing activities:
Cash distributions to partners (283,172) (551,002)
-------- --------
Net increase (decrease) in cash and cash equivalents (2,540) 140,788
Cash and cash equivalents at beginning of period 199,420 55,371
-------- --------
Cash and cash equivalents at end of period $ 196,880 $ 196,159
======== ========
The financial information included herein has been prepared by
management without audit by independent public accountants.
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
PARKER & PARSLEY 82-II, LTD.
(A Texas Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)
Note 1.
Parker & Parsley 82-II, Ltd. (the "Registrant") is a limited partnership
organized in 1982 under the laws of the State of Texas.
The Registrant engages primarily in oil and gas exploration, development and
production in Texas and New Mexico and is not involved in any industry segment
other than oil and gas.
Note 2.
In the opinion of management, the Registrant's unaudited financial statements as
of September 30, 1996 and for the three and nine months ended September 30, 1996
and 1995 include all adjustments and accruals consisting only of normal
recurring accrual adjustments which are necessary for a fair presentation of the
results for the interim period. These interim results are not necessarily
indicative of results for a full year.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted in this Form 10-Q pursuant to the rules and
regulations of the Securities and Exchange Commission. The financial statements
should be read in conjunction with the financial statements and the notes
thereto contained in the Registrant's Report on Form 10-K for the year ended
December 31, 1995, as filed with the Securities and Exchange Commission, a copy
of which is available upon request by writing to Steven L. Beal, Senior Vice
President, 303 West Wall, Suite 101, Midland, Texas 79701.
Note 3.
On May 25, 1993, a final settlement agreement was negotiated, drafted and
finally executed, ending litigation which had begun on September 5, 1989, when
the Registrant filed suit along with other parties against Dresser Industries,
Inc.; Titan Services, Inc.; BJ-Titan Services Company; BJ-Hughes Holding
Company; Hughes Tool Company; Baker Hughes Production Tools, Inc.; and Baker
Hughes Incorporated alleging that the defendants had intentionally failed to
provide the materials and services ordered and paid for by the Registrant and
other parties in connection with the fracturing and acidizing of 523 wells, and
then fraudulently concealed the shorting practice from Parker & Parsley
Development L.P. ("PPDLP"). The May 25, 1993 settlement agreement called for a
payment of $115 million in cash by the defendants, and Southmark, the
Registrant, and the other plaintiffs indemnified the defendants against the
7
<PAGE>
claims of Jack N. Price. The managing general partner received the funds,
deducted incurred legal expenses, accrued interest, determined the general
partner's portion of the funds and calculated any inter-partnership allocations.
On May 3, 1993, Jack N. Price, the attorney who represented Gary G. "Zeke"
Lancaster in the Federal Court lawsuit, filed suit in State Court in Beaumont
against all of the plaintiff partnerships, including the Registrant and others,
alleging his entitlement to 12% of the settlement proceeds. Price's lawsuit
claim for approximately $13.8 million is predicated on a purported contract
entered into with Southmark Corporation in August 1988 in which he allegedly
binds the Registrant and the other defendants, as well as Southmark. Although
PPDLP believes the lawsuit was without merit and has vigorously defended it,
PPDLP has held in reserve approximately 12.5% of the total settlement (the
"Reserve") pending final resolution of the litigation.
A distribution of $91,000,000 was made to the working interest owners, including
the Registrant, on July 30, 1993. The limited partners received their
distribution of $360,857, or $58.91 per limited partnership interest, in
September 1993. The allocation of the lawsuit settlement amount was based on the
original verdict entered on October 26, 1990. The allocation to the working
interest owners in each well (including the Registrant) was based on a ratio of
the relative amount of damages due to overcharges for services and materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant, damages for
Materials were allocated between the partners based on their original sharing
percentages for costs of acquiring and/or drilling of wells. Similarly, damages
related to Production were allocated to the partners in the Registrant based on
their respective share of revenues from the subject wells.
As a condition of the purchase by Parker & Parsley Petroleum Company of Parker &
Parsley Development Company ("PPDC"), which was merged into PPDLP on January 1,
1995, from its former parent in May 1989, PPDC's interest in the lawsuit and
subsequent settlement was retained by the former parent. Consequently, all of
PPDC's share of the settlement related to its separately held interests in the
wells and its partnership interests in the sponsored partnerships (except that
portion allocable to interests acquired by PPDC after May 1989) was paid to the
former parent.
On September 20, 1995, the Beaumont trial judge entered a summary judgment
against Southmark for the $13,790,000 contingent fee sought by Price, together
with prejudgment interest, and also awarded Price an additional $5,498,525 in
attorneys' fees. On January 22, 1996, the trial judge entered an interlocutory
summary judgment against Dresser Industries and Baker Hughes for an amount yet
to be determined. Pursuant to their indemnity obligations, the Registrant,
Southmark, PPDLP and other original plaintiffs have vigorously protected the
rights of both Dresser and Baker Hughes. Southmark has vigorously pursued its
appeal of the judgment, and has posted a supersedeas bond using the Reserve as
collateral. On April 29, 1996, all of the parties, including the Registrant and
Southmark, entered into a $7.4 million settlement with Price which fully and
finally resolves all of the litigation and disputes between the parties,
including the Registrant's indemnity obligations to Dresser and Baker Hughes.
8
<PAGE>
Pursuant to the settlement agreement, all of the pending lawsuits and judgments
have been dismissed, the supersedeas bond released, and the Reserve released as
collateral. On June 28, 1996, a final distribution was made to the working
interest owners, including $36,851, or $6.02 per limited partnership interest to
the Registrant and its partners.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (1)
Results of Operations
Nine months ended September 30, 1996 compared with nine months ended September
30, 1995
Revenues:
The Registrant's oil and gas revenues decreased to $509,720 from $528,571 for
the nine months ended September 30, 1996 and 1995, respectively, a decrease of
4%. The decrease in revenues resulted from a 27% decline in barrels of oil
produced and sold and a 10% decline in mcf of gas produced and sold, offset by
higher average prices received per barrel of oil and mcf of gas. For the nine
months ended September 30, 1996, 17,833 barrels of oil were sold compared to
24,348 for the same period in 1995, a decrease of 6,515 barrels. For the nine
months ended September 30, 1996, 60,158 mcf of gas were sold compared to 66,910
for the same period in 1995, a decrease of 6,752 mcf. Because of the decline
characteristics of the Registrant's oil and gas properties, management expects a
certain amount of decline in production to continue in the future until the
Registrant's economically recoverable reserves are fully depleted.
The average price received per barrel of oil increased $4.21, or 25%, from
$16.81 for the nine months ended September 30, 1995 to $21.02 for the same
period in 1996 while the average price received per mcf of gas increased 26%
from $1.78 for the nine months ended September 30, 1995 to $2.24 for the same
period in 1996. The market price for oil and gas has been extremely volatile in
the past decade, and management expects a certain amount of volatility to
continue in the foreseeable future. The Registrant may therefore sell its future
oil and gas production at average prices lower or higher than that received
during the nine months ended September 30, 1996.
A gain of $450,599 from the sale of 22 wells was recognized during the nine
months ended September 30, 1995 resulting from proceeds received of $474,826 and
a $368 receivable due from the sale for post-closing adjustments, less the
write-off of remaining capitalized well costs of $24,595. There were no sales
for the same period in 1996.
Salvage income of $8,521 for the nine months ended September 30, 1996 was
derived from proceeds received from the sale of equipment on one fully depleted
property. There was no salvage income for the same period in 1995.
9
<PAGE>
Costs and Expenses:
Total costs and expenses decreased to $367,252 for the nine months ended
September 30, 1996 as compared to $584,629 for the same period in 1995, a
decrease of $217,377, or 37%. This decrease was due to declines in production
costs, general and administrative expenses ("G&A") and depletion, offset by
increases in loss on abandoned property and abandoned property costs.
Production costs were $236,079 for the nine months ended September 30, 1996 and
$320,892 for the same period in 1995 resulting in an $84,813 decrease, or 26%.
The decrease was due to reductions in well repair and maintenance costs,
partially due to the elimination of costs on wells sold in 1995.
G&A's components are independent accounting and engineering fees, computer
services, postage and managing general partner personnel costs. During this
period, G&A decreased, in aggregate, 2% from $17,476 for the nine months ended
September 30, 1995 to $17,060 for the same period in 1996.
Depletion was $81,435 for the nine months ended September 30, 1996 compared to
$246,261 for the same period in 1995, representing a decrease of $164,826, or
67%. This decrease was primarily attributable to the following factors: (i) a
reduction in the Registrant's net depletable basis from charges taken in
accordance with Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" ("FAS 121"), (ii) a reduction in oil production of 6,515 barrels for the
nine months ended September 30, 1996 as compared to the same period in 1995, and
(iii) an increase in oil and gas reserves during the third quarter of 1996 as a
result of higher commodity prices.
A loss on abandoned property of $28,619 during the nine months ended September
30, 1996 resulted from the abandonment of one uneconomical well. The loss
consisted of the write-off of remaining capitalized well costs of $29,142 less
proceeds received from equipment credits of $523. Expenses to plug and abandon
this well totaled $4,059. There was no abandonment activity during the same
period in 1995.
On May 25, 1993, a final settlement agreement was negotiated, drafted and
finally executed, ending litigation which had begun on September 5, 1989, when
the Registrant filed suit along with other parties against Dresser Industries,
Inc.; Titan Services, Inc.; BJ-Titan Services Company; BJ-Hughes Holding
Company; Hughes Tool Company; Baker Hughes Production Tools, Inc.; and Baker
Hughes Incorporated alleging that the defendants had intentionally failed to
provide the materials and services ordered and paid for by the Registrant and
other parties in connection with the fracturing and acidizing of 523 wells, and
then fraudulently concealed the shorting practice from PPDLP. The May 25, 1993
settlement agreement called for a payment of $115 million in cash by the
defendants, and Southmark, the Registrant, and the other plaintiffs indemnified
the defendants against the claims of Jack N. Price. The managing general partner
received the funds, deducted incurred legal expenses, accrued interest,
determined the general partner's portion of the funds and calculated any
inter-partnership allocations.
10
<PAGE>
On May 3, 1993, Jack N. Price, the attorney who represented Gary G. "Zeke"
Lancaster in the Federal Court lawsuit, filed suit in State Court in Beaumont
against all of the plaintiff partnerships, including the Registrant and others,
alleging his entitlement to 12% of the settlement proceeds. Price's lawsuit
claim for approximately $13.8 million is predicated on a purported contract
entered into with Southmark Corporation in August 1988 in which he allegedly
binds the Registrant and the other defendants, as well as Southmark. Although
PPDLP believes the lawsuit was without merit and has vigorously defended it,
PPDLP has held in reserve approximately 12.5% of the total settlement (the
"Reserve") pending final resolution of the litigation.
A distribution of $91,000,000 was made to the working interest owners, including
the Registrant, on July 30, 1993. The limited partners received their
distribution of $360,857, or $58.91 per limited partnership interest, in
September 1993. The allocation of the lawsuit settlement amount was based on the
original verdict entered on October 26, 1990. The allocation to the working
interest owners in each well (including the Registrant) was based on a ratio of
the relative amount of damages due to overcharges for services and materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant, damages for
Materials were allocated between the partners based on their original sharing
percentages for costs of acquiring and/or drilling of wells. Similarly, damages
related to Production were allocated to the partners in the Registrant based on
their respective share of revenues from the subject wells.
As a condition of the purchase by Parker & Parsley Petroleum Company of PPDC,
which was merged into PPDLP on January 1, 1995, from its former parent in May
1989, PPDC's interest in the lawsuit and subsequent settlement was retained by
the former parent. Consequently, all of PPDC's share of the settlement related
to its separately held interests in the wells and its partnership interests in
the sponsored partnerships (except that portion allocable to interests acquired
by PPDC after May 1989) was paid to the former parent.
On September 20, 1995, the Beaumont trial judge entered a summary judgment
against Southmark for the $13,790,000 contingent fee sought by Price, together
with prejudgment interest, and also awarded Price an additional $5,498,525 in
attorneys' fees. On January 22, 1996, the trial judge entered an interlocutory
summary judgment against Dresser Industries and Baker Hughes for an amount yet
to be determined. Pursuant to their indemnity obligations, the Registrant,
Southmark, PPDLP and other original plaintiffs have vigorously protected the
rights of both Dresser and Baker Hughes. Southmark has vigorously pursued its
appeal of the judgment, and has posted a supersedeas bond using the Reserve as
collateral. On April 29, 1996, all of the parties, including the Registrant and
Southmark, entered into a $7.4 million settlement with Price which fully and
finally resolves all of the litigation and disputes between the parties,
including the Registrant's indemnity obligations to Dresser and Baker Hughes.
Pursuant to the settlement agreement, all of the pending lawsuits and judgments
have been dismissed, the supersedeas bond released, and the Reserve released as
collateral. On June 28, 1996, a final distribution was made to the working
interest owners, including $36,851, or $6.02 per limited partnership interest to
the Registrant and its partners.
11
<PAGE>
Three months ended September 30, 1996 compared with three months ended September
30, 1995
Revenues:
The Registrant's oil and gas revenues increased to $168,163 from $143,033 for
the three months ended September 30, 1996 and 1995, respectively, an increase of
18%. The increase in revenues resulted from higher average prices received per
barrel of oil and mcf of gas, offset by an 11% decline in barrels of oil
produced and sold and an 11% decline in mcf of gas produced and sold. For the
three months ended September 30, 1996, 5,918 barrels of oil were sold compared
to 6,666 for the same period in 1995, a decrease of 748 barrels. For the three
months ended September 30, 1996, 19,117 mcf of gas were sold compared to 21,455
for the same period in 1995, a decrease of 2,338 mcf. The decreases in oil and
gas produced and sold were due to the decline characteristics of the
Registrant's oil and gas properties.
The average price received per barrel of oil increased $5.35, or 33%, from
$16.38 for the three months ended September 30, 1995 to $21.73 for the three
months ended September 30, 1996 while the average price received per mcf of gas
increased 31% to $2.07 during the three months ended September 30, 1996 from
$1.58 in 1995.
Salvage income of $8,521 for the three months ended September 30, 1996 was
derived from proceeds received from the sale of equipment from one fully
depleted well. There was no salvage income for the same period in 1995.
Costs and Expenses:
Total costs and expenses decreased to $105,847 for the three months ended
September 30, 1996 as compared to $174,783 for the same period in 1995, a
decrease of $68,936, or 39%. This decrease was due to declines in production
costs, depletion and a gain on abandoned property, offset by an increase in G&A.
Production costs were $76,132 for the three months ended September 30, 1996 and
$99,479 for the same period in 1995 resulting in a $23,347 decrease, or 23%. The
decrease was due to a decline in well repair and maintenance costs, partially
attributable to the sale of properties in 1995.
G&A's components are independent accounting and engineering fees, computer
services, postage and managing general partner personnel costs. During this
period, G&A increased, in aggregate, 8% from $5,151 for the three months ended
September 30, 1995 to $5,575 for the same period in 1996.
Depletion was $24,663 for the three months ended September 30, 1996 compared to
$70,153 for the same period in 1995, representing a decrease of $45,490, or 65%,
primarily attributable to the following factors: (i) a reduction in the
Registrant's net depletable basis from charges taken in accordance with FAS 121,
(ii) a reduction in oil production of 748 barrels for the three months ended
12
<PAGE>
ended September 30, 1996 as compared to the same period in 1995, and (iii) an
increase in oil and gas reserves during the third quarter of 1996 as a result of
higher commodity prices.
A gain on abandoned property of $523 resulted from equipment credits received
from the abandonment of one uneconomical well during the three months ended
September 30, 1996. There was no gain on abandoned property for the same period
in 1995.
Liquidity and Capital Resources
Net Cash Provided by Operating Activities
Net cash provided by operating activities increased $53,521 during the nine
months ended September 30, 1996 from the same period ended September 30, 1995.
This increase was due to the receipt of proceeds from the litigation settlement
and declines in expenditures for production costs, offset by a decrease in oil
and gas sales.
Net Cash Provided by (Used in) Investing Activities
The Registrant's principal investing activities during the nine months ended
September 30, 1996 and 1995 included expenditures related to equipment
replacement on several oil and gas properties. The Registrant also received
proceeds of $8,521 from equipment credits received on one fully depleted oil and
gas property and proceeds of $523 for equipment salvage on one well previously
plugged and abandoned. For the same period ended September 30, 1995, proceeds of
$474,826 were received from the sale of 22 wells.
Net Cash Used in Financing Activities
Cash was sufficient for the nine months ended September 30, 1996 to cover
distributions to the partners of $283,172 of which $216,677 was distributed to
the limited partners and $66,495 to the general partners. For the same period
ended September 30, 1995, cash was sufficient for distributions to the partners
of $551,002 of which $391,241 was distributed to the limited partners and
$159,761 to the general partners.
Cash distributions to the partners of $283,172 for the nine months ended
September 30, 1996 included $36,851 to the limited partners and $8,176 to the
general partners, resulting from proceeds received in the litigation settlement
as discussed in Note 3.
It is expected that future net cash provided by operating activities will be
sufficient for any capital expenditures and any distributions. As the production
from the properties declines, distributions are also expected to decrease.
- - ---------------
(1) "Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations" contains forward looking statements that involve
risks and uncertainties. Accordingly, no assurances can be given that the
actual events and results will not be materially different than the
anticipated results described in the forward looking statements.
13
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
During April 1996, the Registrant completed the settlement of a material
litigation to which it was a party. This litigation and settlement thereof is
described in Note 3 of Notes to Financial Statements above.
14
<PAGE>
PARKER & PARSLEY 82-II, LTD.
(A Texas Limited Partnership)
S I G N A T U R E S
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.
PARKER & PARSLEY 82-II, LTD.
By: Parker & Parsley Development L.P.,
Managing General Partner
By: Parker & Parsley Petroleum USA, Inc.
("PPUSA"), General Partner
Dated: November 6, 1996 By: /s/ Steven L. Beal
---------------------------------------
Steven L. Beal, Senior Vice President
and Chief Financial Officer of PPUSA
15
<PAGE>
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<CIK> 0000717374
<NAME> 82II.TXT
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 196,880
<SECURITIES> 0
<RECEIVABLES> 72,637
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 269,517
<PP&E> 9,058,554
<DEPRECIATION> 7,428,934
<TOTAL-ASSETS> 1,899,137
<CURRENT-LIABILITIES> 28,607
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,870,530
<TOTAL-LIABILITY-AND-EQUITY> 1,899,137
<SALES> 509,720
<TOTAL-REVENUES> 570,157
<CGS> 0
<TOTAL-COSTS> 367,252
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 202,905
<INCOME-TAX> 0
<INCOME-CONTINUING> 202,905
<DISCONTINUED> 0
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<NET-INCOME> 202,905
<EPS-PRIMARY> 22.55
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