PARKER & PARSLEY 82 II LTD
10-Q, 2000-11-09
DRILLING OIL & GAS WELLS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                    FORM 10-Q


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                For the quarterly period ended September 30, 2000


                          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)


1400 Williams Square West, 5205 N. O'Connor Blvd., Irving, Texas       75039
----------------------------------------------------------------     ---------
            (Address of principal executive offices)                 (Zip code)

       Registrant's Telephone Number, including area code : (972) 444-9001


       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>



                          PARKER & PARSLEY 82-II, LTD.

                                TABLE OF CONTENTS


                                                                       Page
                          Part I. Financial Information

Item 1.   nancial Statements

          Balance Sheets as of September 30, 2000 and
             December 31, 1999........................................    3

          Statements of Operations for the three and nine
            months ended September 30, 2000 and 1999. ................    4

          Statement of Partners' Capital for the nine months
            ended September 30, 2000..................................    5

          Statements of Cash Flows for the nine months ended
            September 30, 2000 and 1999...............................    6

          Notes to Financial Statements...............................    7

Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations.......................    7


                           Part II. Other Information

Item 6.   Exhibits and Reports on Form 8-K............................   10

          27.1   Financial Data Schedule

          Signatures..................................................   11



                                        2

<PAGE>



                          PARKER & PARSLEY 82-II, LTD.
                          (A Texas Limited Partnership)

                          Part I. Financial Information

Item 1.      Financial Statements
<TABLE>

                                 BALANCE SHEETS
<CAPTION>

                                                   September 30,   December 31,
                                                       2000            1999
                                                   ------------    -----------
                                                   (Unaudited)
                        ASSETS

<S>                                                <C>             <C>
Current assets:
   Cash                                            $   105,603     $    91,672
   Accounts receivable - oil and gas sales              81,271          68,374
                                                    ----------      ----------
             Total current assets                      186,874         160,046
                                                    ----------      ----------
Oil and gas properties - at cost, based on the
   succcessful efforts accounting method             8,302,450       8,297,224
Accumulated depletion                               (7,519,003)     (7,485,919)
                                                    ----------      ----------
             Net oil and gas properties                783,447         811,305
                                                    ----------      ----------
                                                   $   970,321     $   971,351
                                                    ==========      ==========

   LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                    $    21,016     $    13,126

Partners' capital:
   General partners                                    121,059         118,851
   Limited partners (6,126 interests)                  828,246         839,374
                                                    ----------      ----------
                                                       949,305         958,225
                                                    ----------      ----------
                                                   $   970,321     $   971,351
                                                    ==========      ==========
</TABLE>



The financial information included as of September 30, 2000 has been prepared by
 the managing general partner 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)


<TABLE>
<CAPTION>

                                 Three months ended         Nine months ended
                                    September 30,              September 30,
                               ----------------------    ----------------------
                                  2000         1999         2000         1999
                               ---------    ---------    ---------    ---------
<S>                            <C>          <C>          <C>          <C>
Revenues:
  Oil and gas                  $ 186,321    $ 146,263    $ 520,927    $ 325,353
  Interest                         1.871        1,093        4,810        2,476
                                --------     --------     --------     --------
                                 188,192      147,356      525,737      327,829
                                --------     --------     --------     --------
Costs and expenses:
  Oil and gas production          80,741       62,023      227,999      199,280
  General and administrative       6,711        6,670       17,538       13,238
  Depletion                       11,881       12,643       33,084       48,589
                                --------     --------     --------     --------
                                  99,333       81,336      278,621      261,107
                                --------     --------     --------     --------
Net income                     $  88,859    $  66,020    $ 247,116    $  66,722
                                ========     ========     ========     ========
Allocation of net income:
  General partners             $  23,997    $  17,456    $  66,742    $  23,322
                                ========     ========     ========     ========
  Limited partners             $  64,862    $  48,564    $ 180,374    $  43,400
                                ========     ========     ========     ========
Net income per limited
  partnership interest         $   10.58    $    7.92    $   29.44    $    7.08
                                ========     ========     ========     ========
</TABLE>





         The financial information included herein has been prepared by
  the managing general partner without audit by independent public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        4

<PAGE>



                          PARKER & PARSLEY 82-II, LTD.
                          (A Texas Limited Partnership)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)



<TABLE>
<CAPTION>

                                       General        Limited
                                       partners       partners        Total
                                      ----------     ----------     ----------
<S>                                   <C>            <C>            <C>


Balance at January 1, 2000            $  118,851     $  839,374     $  958,225

  Distributions                          (64,534)      (191,502)      (256,036)

  Net income                              66,742        180,374        247,116
                                       ---------      ---------      ---------

Balance at September 30, 2000         $  121,059     $  828,246     $  949,305
                                       =========      =========      =========

</TABLE>



         The financial information included herein has been prepared by
  the managing general partner 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)

<TABLE>
<CAPTION>

                                                         Nine months ended
                                                            September 30,
                                                      ------------------------
                                                         2000          1999
                                                      ----------    ----------
<S>                                                   <C>           <C>
Cash flows from operating activities:
   Net income                                         $  247,116    $   66,722
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depletion                                         33,084        48,589
   Changes in assets and liabilities:
     Accounts receivable                                 (12,897)      (39,706)
     Accounts payable                                      7,890         9,881
                                                       ---------     ---------
      Net cash provided by operating activities          275,193        85,486
                                                       ---------     ---------
Cash flows from investing activities:
   Additions to oil and gas properties                    (5,226)         (243)
   Proceeds from asset dispositions                          -             422
                                                       ---------     ---------
      Net cash provided (used in) by investing
        activities                                        (5,226)          179
                                                       ---------     ---------
Cash flows used in financing activities:
   Cash distributions to partners                       (256,036)      (67,164)
                                                       ---------     ---------
Net increase in cash                                      13,931        18,501
Cash at beginning of period                               91,672        64,274
                                                       ---------     ---------
Cash at end of period                                 $  105,603    $   82,775
                                                       =========     =========
</TABLE>



         The financial information included herein has been prepared by
  the managing general partner 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, 2000
                                   (Unaudited)


Note 1.     Organization and nature of operations

Parker & Parsley  82-II,  Ltd.  (the  "Partnership")  is a  limited  partnership
organized in 1982 under the laws of the State of Texas.

The Partnership  engages 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.     Basis of presentation

In  the  opinion  of  management,  the  unaudited  financial  statements  of the
Partnership  as of  September  30, 2000 and for the three and nine months  ended
September 30, 2000 and 1999 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 reclassifications
may have been made to the September 30, 1999 financial  statements to conform to
the September 30, 2000 financial statement presentations.

Certain  information  and footnote  disclosures  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  Partnership's  Report on Form 10-K for the year ended
December 31, 1999, as filed with the Securities and Exchange Commission,  a copy
of which is available upon request by writing to Rich Dealy,  Vice President and
Chief Accounting Officer,  5205 North O'Connor  Boulevard,  1400 Williams Square
West, Irving, Texas 75039-3746.

Item 2.     Management's Discussion and Analysis of Financial Condition
              and Results of Operations (1)

Results of Operations

Nine months ended  September 30, 2000 compared with nine months ended  September
  30, 1999

Revenues:

The  Partnership's  oil and gas revenues  increased 60% to $520,927 for the nine
months ended  September  30, 2000 as compared to $325,353 for the same period in
1999. The increase in revenues resulted  from  higher  average prices  received,

                                        7

<PAGE>



offset by a decrease in  production.  For the nine months  ended  September  30,
2000,  12,890 barrels of oil, 5,841 barrels of natural gas liquids  ("NGLs") and
27,416 mcf of gas were sold, or 23,300 barrel of oil equivalents  ("BOEs").  For
the nine months ended  September 30, 1999,  13,331 barrels of oil, 7,556 barrels
of NGLs and 33,399 mcf of gas were sold, or 26,454 BOEs.

The average  price  received per barrel of oil  increased  $13.39,  or 89%, from
$15.07  for the nine  months  ended  September  30,  1999 to $28.46 for the same
period in 2000. The average price  received per barrel of NGLs increased  $5.48,
or 62%, from $8.80 during the nine months ended September 30, 1999 to $14.28 for
the same period in 2000. The average price received per mcf of gas increased 48%
from $1.74 for the nine months  ended  September  30, 1999 to $2.58 for the same
period in 2000. 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  Partnership  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, 2000.

Costs and Expenses:

Total  costs and  expenses  increased  to  $278,621  for the nine  months  ended
September  30,  2000 as compared  to  $261,107  for the same period in 1999,  an
increase of $17,514,  or 7%. This  increase was due to  increases in  production
costs and general and  administrative  expenses ("G&A"),  offset by a decline in
depletion.

Production  costs were $227,999 for the nine months ended September 30, 2000 and
$199,280 for the same period in 1999  resulting in a $28,719  increase,  or 14%.
This increase was primarily due to higher production taxes of $15,535 associated
with higher oil and gas prices and additional well maintenance  costs of $11,386
incurred to stimulate well production.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
increased,  in aggregate,  32% from $13,238 for the nine months ended  September
30,  1999 to  $17,538  for the same  period  in 2000  primarily  due to a higher
allocation of the managing general partner's G&A being allocated  (limited to 3%
of oil and gas revenues) as a result of increased oil and gas revenues.

Depletion  was $33,084 for the nine months ended  September 30, 2000 compared to
$48,589  for the same  period in 1999,  a  decrease  of  $15,505,  or 32%.  This
decrease  was  attributable  to an  increase  in proved  reserves as a result of
higher  commodity  prices and a decline in oil  production  of 441 barrels  when
compared to the respective information for the same period in 1999.

Three months ended September 30, 2000 compared with three months ended September
  30, 1999

Revenues:

The Partnership's  oil and gas revenues  increased 27% to $186,321 for the three
months ended  September  30, 2000 as compared to $146,263 for the same period in
1999. The increase in revenues  resulted from higher  average  prices  received,
offset by a  decrease in  production.  For the three months ended  September 30,

                                        8

<PAGE>



2000,  4,262  barrels  of oil,  1,865  barrels of NGLs and 8,918 mcf of gas were
sold,  or 7,613 BOEs.  For the three months  ended  September  30,  1999,  4,525
barrels of oil,  3,268 barrels of NGLs and 13,163 mcf of gas were sold, or 9,987
BOEs.

The average  price  received per barrel of oil  increased  $11.60,  or 62%, from
$18.77 for the three  months  ended  September  30,  1999 to $30.37 for the same
period in 2000. The average price  received per barrel of NGLs increased  $4.96,
or 46%, from $10.69  during the three months ended  September 30, 1999 to $15.65
for the same period in 2000. The average price received per mcf of gas increased
55% to $3.10 during the three months ended September 30, 2000 from $2.00 for the
same period in 1999.

Costs and Expenses:

Total  costs and  expenses  increased  to  $99,333  for the three  months  ended
September  30,  2000 as  compared  to $81,336  for the same  period in 1999,  an
increase of $17,997,  or 22%.  This  increase was due to increases in production
costs and G&A, offset by a decline in depletion.

Production  costs were $80,741 for the three months ended September 30, 2000 and
$62,023 for the same period in 1999  resulting in an $18,718  increase,  or 30%.
The increase was primarily due to additional well  maintenance  costs of $11,269
incurred to stimulate  well  production  and higher  production  taxes of $5,311
associated with higher oil and gas prices.

During this period,  G&A increased,  in aggregate,  1% from $6,670 for the three
months ended  September 30, 1999 to $6,711 for the same period in 2000 primarily
due a higher  allocation of the managing  general  partner's G&A being allocated
(limited to 3% of oil and gas  revenues)  as a result of  increased  oil and gas
revenues.

Depletion was $11,881 for the three months ended  September 30, 2000 compared to
$12,643 for the same  period in 1999,  representing  a decrease of $762,  or 6%.
This decrease was  attributable to an increase in proved reserves as a result of
higher  commodity  prices and a decline in oil  production  of 263 barrels  when
compared to the respective information for the same period in 1999.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  increased  $189,707  during the nine
months ended  September 30, 2000 from the same period ended  September 30, 1999.
This increase was due to an increase in oil and gas sales  receipts of $224,717,
offset by increases in production costs paid of $26,327 and G&A expenses paid of
$8,683.

Net Cash Provided by (Used in) Investing Activities

The  Partnership's  investing  activities during the nine months ended September
30, 2000 and 1999 were  related to upgrades of oil and gas  equipment on various
oil and gas properties.


                                        9

<PAGE>



Proceeds from asset  dispositions  of $422 were received  during the nine months
ended September 30, 1999 primarily from equipment credits on one well.

 Cash Used in Financing Activities

For the nine months ended September 30, 2000, cash distributions to the partners
were  $256,036,  of which $64,534 was  distributed  to the general  partners and
$191,502 to the limited partners.  For the same period ended September 30, 1999,
cash  distributions  to  the  partners  were  $67,164,   of  which  $16,117  was
distributed to the general partners and $51,047 to the limited partners.

---------------

(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.


                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K

(a)     Exhibits

        27.1   Financial Data Schedule

(b)     Reports on Form 8-K - none


                                       10

<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:     Pioneer Natural Resources USA, Inc.,
                                            Managing General Partner





Dated: November 9, 2000            By:          /s/ Rich Dealy
                                           -----------------------------------
                                           Rich Dealy, Vice President and
                                            Chief Accounting Officer





                                       11

<PAGE>





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