PARKER & PARSLEY 82 II LTD
10-Q, 2000-08-07
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 June 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.     Financial Statements

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

            Statements of Operations for the three and six
              months ended June 30, 2000 and 1999.......................    4

            Statement of Partners' Capital for the six months
              ended June 30, 2000.......................................    5

            Statements of Cash Flows for the six months
              ended June 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

                                 BALANCE SHEETS
<TABLE>
                                                     June 30,      December 31,
                                                       2000            1999
                                                   -----------     -----------
                                                   (Unaudited)
                 ASSETS
<S>                                                <C>             <C>
Current assets:
    Cash                                           $    85,656     $    91,672
    Accounts receivable - oil and gas sales             77,013          68,374
                                                    ----------      ----------
         Total current assets                          162,669         160,046
                                                    ----------      ----------
Oil and gas properties - at cost, based on the
  successful efforts accounting method               8,298,762       8,297,224
Accumulated depletion                               (7,507,122)     (7,485,919)
                                                    ----------      ----------
         Net oil and gas properties                    791,640         811,305
                                                    ----------      ----------
                                                   $   954,309     $   971,351
                                                    ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                     $    18,262     $    13,126

Partners' capital:
  General partners                                     116,516         118,851
  Limited partners (6,126 interests)                   819,531         839,374
                                                    ----------      ----------
                                                       936,047         958,225
                                                    ----------      ----------
                                                   $   954,309     $   971,351
                                                    ==========      ==========

</TABLE>



  The financial information included as of June 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>
                                    Three months ended      Six months ended
                                         June 30,                June 30,
                                  ---------------------   ---------------------
                                     2000       1999        2000        1999
                                  ---------   ---------   ---------   ---------
<S>                               <C>         <C>         <C>         <C>
Revenues:
  Oil and gas                     $ 169,196   $ 108,222   $ 334,606   $ 179,090
  Interest                            1,676         711       2,939       1,383
                                   --------    --------    --------    --------
                                    170,872     108,933     337,545     180,473
                                   --------    --------    --------    --------
Costs and expenses:
  Oil and gas production             72,440      75,482     147,258     137,257
  General and administrative          5,668       3,741      10,827       6,568
  Depletion                           9,028      14,408      21,203      35,946
                                   --------    --------    --------    --------
                                     87,136      93,631     179,288     179,771
                                   --------    --------    --------    --------
Net income                        $  83,736   $  15,302   $ 158,257   $     702
                                   ========    ========    ========    ========
Allocation of net income (loss):
  General partners                $  22,288   $   6,110   $  42,745   $   5,866
                                   ========    ========    ========    ========
  Limited partners                $  61,448   $   9,192   $ 115,512   $  (5,164)
                                   ========    ========    ========    ========
Net income (loss) per limited
  partnership interest            $   10.03   $    1.50   $   18.86   $    (.84)
                                   ========    ========    ========    ========
</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>
                                     General        Limited
                                     partners       partners        Total
                                    ----------     ----------     ----------
<S>                                 <C>            <C>            <C>

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

    Distributions                      (45,080)      (135,355)      (180,435)

    Net income                          42,745        115,512        158,257
                                     ---------      ---------      ---------

Balance at June 30, 2000            $  116,516     $  819,531     $  936,047
                                     =========      =========      =========

</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>
                                                          Six months ended
                                                               June 30,
                                                       ------------------------
                                                          2000          1999
                                                       ----------     ---------
<S>                                                    <C>            <C>
Cash flows from operating activities:
   Net income                                          $  158,257     $     702
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depletion                                          21,203        35,946
   Changes in assets and liabilities:
        Accounts receivable                                (8,639)      (21,631)
        Accounts payable                                    5,136         6,877
                                                        ---------      --------
           Net cash provided by operating activities      175,957        21,894
                                                        ---------      --------
Cash flows used in investing activities:
   Additions to oil and gas properties                     (1,538)          -
   Proceeds from asset dispositions                           -             420
                                                        ---------      --------
           Net cash provided by (used in)
              investing activities                         (1,538)          420
                                                        ---------      --------
Cash flows used in financing activities:
        Cash distributions to partners                   (180,435)      (12,344)
                                                        ---------      --------
Net increase (decrease) in cash                            (6,016)        9,970
Cash at beginning of period                                91,672        64,274
                                                        ---------      --------
Cash at end of period                                  $   85,656     $  74,244
                                                        =========      ========
</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
                                  June 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 June 30, 2000 and for the three and six months ended June 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.  However,  these  interim  results  are  not
necessarily indicative of results for a full year. Certain reclassifications may
have been made to the June 30, 1999 financial  statements to conform to the June
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

Six months ended June 30, 2000 compared with six months ended June 30, 1999

Revenues:

The  Partnership's  oil and gas revenues  increased  87% to $334,606 for the six
months  ended June 30, 2000 as compared to $179,090 for the same period in 1999.
The increase in revenues resulted from higher average prices received, offset by
a decline in production.  For the six months ended  June 30, 2000, 8,628 barrels

                                        7


<PAGE>



of oil, 3,976 barrels of natural gas liquids ("NGLs") and 18,498 mcf of gas were
sold, or 15,687  barrel of oil  equivalents  ("BOEs").  For the six months ended
June 30, 1999, 8,806 barrels of oil, 4,288 barrels of NGLs and 20,236 mcf of gas
were sold, or 16,467 BOEs.

The average  price  received per barrel of oil  increased  $14.35,  or 109% from
$13.16 for the six months  ended June 30,  1999 to $27.51 for the same period in
2000. The average price received per barrel of NGLs increased $6.27, or 85% from
$7.36 during the six months ended June 30, 1999 to $13.63 for the same period in
2000.  The average price received per mcf of gas increased 49% from $1.56 during
the six months  ended June 30,  1999 to $2.33 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 six months ended
June 30, 2000.

The volatility of commodity prices has had, and continues to have, a significant
impact on the Partnership's revenues and operating cash flow and could result in
additional  decreases to the  carrying  value of the  Partnership's  oil and gas
properties.

Costs and Expenses:

Total costs and expenses decreased to $179,288 for the six months ended June 30,
2000 as compared to  $179,771  for the same period in 1999,  a decrease of $483.
This  decrease was due to a decline in depletion  costs,  offset by increases in
production costs and general and administrative expenses ("G&A").

Production  costs  were  $147,258  for the six months  ended  June 30,  2000 and
$137,257  for the same period in 1999  resulting in a $10,001  increase,  or 7%.
This  increase  was  primarily  the  result  of higher  production  taxes due to
increased oil and gas revenues.

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,  65% from $6,568 for the six months ended June 30, 1999
to $10,827 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 $21,203 for the six months ended June 30, 2000 compared to $35,946
for the same period in 1999, a decrease of $14,743,  or 41%.  This  decrease was
attributable  to an increase in proved reserves during the period ended June 30,
2000 due to higher  commodity  prices and a reduction in oil  production  of 178
barrels for the six months  ended June 30,  2000  compared to the same period in
1999.

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

Revenues:

The Partnership's  oil and gas revenues  increased 56% to $169,196 for the three
months ended June 30, 2000, as compared to $108,222 for the same period in 1999.

                                        8


<PAGE>


The increase in revenues resulted from higher average prices received, offset by
a decrease in  production.   For the three  months ended  June 30,  2000,  4,189
barrels of oil,  1,932 barrels of NGLs and 9,347 mcf of gas were sold,  or 7,679
BOEs.  For the three  months ended  June 30,  1999,  4,571 barrels of oil, 2,585
barrels of NGLs and 10,688 mcf of gas were sold, or 8,937 BOEs.

The average  price  received per barrel of oil  increased  $13.11,  or 89%, from
$14.65 for the three  months  ended June 30, 1999 to $27.76 for the three months
ended June 30, 2000.  The average  price  received per barrel of NGLs  increased
$5.29,  or 60%, from $8.83 during the three months ended June 30, 1999 to $14.12
for the three months ended June 30, 2000.  The average price received per mcf of
gas  increased  59% to $2.74  during the three  months  ended June 30, 2000 from
$1.72 during the same period in 1999.

Costs and Expenses:

Total costs and  expenses  decreased  to $87,136 for the three months ended June
30,  2000 as  compared  to $93,631  for the same  period in 1999,  a decrease of
$6,495,  or 7%. This  decrease was due to declines in depletion  and  production
costs, offset by an increase in G&A.

Production  costs were  $72,440  for the three  months  ended June 30,  2000 and
$75,482 for the same period in 1999 resulting in a $3,042  decrease,  or 4%. The
decrease  was the  result  of less  well  maintenance  costs,  offset  by higher
production taxes due to higher oil and gas prices.

During this period, G&A increased,  in aggregate,  52% from $3,741 for the three
months ended June 30, 1999 to $5,668 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  $9,028 for the three  months  ended June 30,  2000  compared  to
$14,408 for the same period in 1999, a decrease of $5,380, or 37%. This decrease
was  attributable to an increase in proved reserves during the period ended June
30,  2000  as a  result  of  higher  commodity  prices  and a  reduction  in oil
production  of 382 barrels for the three months ended June 30, 2000  compared to
the same period in 1999.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  increased  $154,063  during the six
months ended June 30, 2000 from the same period in 1999.  This  increase was due
to an increase in oil and gas sales receipts of $170,064, offset by increases in
operating costs paid of $9,069 and G&A expenses paid of $6,932.

Net Cash Provided by (Used in) Investing Activities

The Partnership's investing activities during the six months ended June 30, 2000
were related to upgrades of oil and gas equipment on active properties.

                                        9


<PAGE>



Proceeds from asset  dispositions  of $420 were  received  during the six months
ended June 30, 1999 primarily from equipment credits on active properties.

Net Cash Used in Financing Activities

For the six months ended June 30, 2000, cash  distributions to the partners were
$180,435,  of which $45,080 was distributed to the general partners and $135,355
to the  limited  partners.  For the  same  period  ended  June  30,  1999,  cash
distributions  to the partners were $12,344,  of which $2,228 was distributed to
the general partners and $10,116 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:  August 7, 2000              By:     /s/ Rich Dealy
                                           ------------------------------
                                           Rich Dealy, Vice President and
                                           Chief Accounting Officer

                                       11


<PAGE>





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