DYCO OIL & GAS PROGRAM 1984-2
10-Q, 1995-08-14
DRILLING OIL & GAS WELLS
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<PAGE>


                  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 quarter ended                   Commission File Number
         June 30, 1995                                  0-13578


                    DYCO OIL AND GAS PROGRAM 1984-2
                        (A LIMITED PARTNERSHIP)
         (Exact Name of Registrant as specified in its charter)


            Minnesota                         41-1479080  
(State or other jurisdiction        (I.R.S. Employer Identification
of incorporation or organization)               Number)



          Samson Plaza, Two West Second Street, Tulsa, Oklahoma  74103
          ------------------------------------------------------------
          (Address of principal executive offices)          (Zip Code)



                          (918) 583-1791
             --------------------------------------------------
             Registrant's telephone number, including area code)




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>
<PAGE>
                              PART I.  FINANCIAL INFORMATION

          ITEM 1.  FINANCIAL STATEMENTS

                    DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                                      BALANCE SHEETS
                                        (Unaudited)


                                          ASSETS
                                                        June 30,  December 31,
                                                          1995        1994    
                                                      ----------- ------------

          CURRENT ASSETS:
             Cash and cash equivalents  . . . . . .    $ 96,751      $ 32,766 
             Accrued oil and gas sales, including
               $53,276 and $75,009 due from 
               related parties (Note 2) . . . . . .      54,352        76,540 
                                                       --------      -------- 
                Total current assets  . . . . . . .    $151,103      $109,306 

          NET OIL AND GAS PROPERTIES, utilizing 
             the full cost method . . . . . . . . .     729,299       775,763 

          DEFERRED CHARGE . . . . . . . . . . . . .      43,352        43,352 
                                                       --------      -------- 
                                                       $923,754      $928,421 
                                                       ========      ======== 

                             LIABILITIES AND PARTNERS' CAPITAL

          CURRENT LIABILITIES:
             Accounts payable . . . . . . . . . . .    $  5,495      $  5,357 
             Gas imbalance payable  . . . . . . . .       8,943         8,943 
                                                       --------      -------- 
                Total current liabilities . . . . .    $ 14,438      $ 14,300 

          ACCRUED LIABILITY . . . . . . . . . . . .      17,793        17,793 

          PARTNERS' CAPITAL:
             General Partner, issued and outstanding,
               52 units . . . . . . . . . . . . . .       8,915         8,963 
             Limited Partners, issued and outstanding, 
               5,200 units  . . . . . . . . . . . .     882,608       887,365 
                                                       --------      -------- 
                Total Partners' capital . . . . . .    $891,523      $896,328 
                                                       --------      -------- 
                                                       $923,754      $928,421 
                                                       ========      ======== 

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

                                         -2-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994
                                        (Unaudited)


                                                          1995         1994   
                                                       ----------   ----------
           
          REVENUES:
             Oil and gas sales, including 
               $82,443 and $123,736 of sales
               to related parties (Note 2)  . . . .      $85,969     $128,686 
             Interest . . . . . . . . . . . . . . .          977          474 
                                                         -------     -------- 
                                                         $86,946     $129,160 
                                                         -------     -------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .      $21,884     $ 26,214 
             Depreciation, depletion, and amortization of
               oil and gas properties . . . . . . .       42,333       57,981 
             General and administrative (Note 2)  .       18,949       15,572 
                                                         -------     -------- 
                                                         $83,166     $ 99,767 
                                                         -------     -------- 

          NET INCOME  . . . . . . . . . . . . . . .      $ 3,780     $ 29,393 
                                                         =======     ======== 
          GENERAL PARTNER (1%) - net income . . . .      $    38     $    294 
                                                         =======     ======== 
          LIMITED PARTNERS (99%) - net income . . .      $ 3,742     $ 29,099 
                                                         =======     ======== 
          NET INCOME PER UNIT . . . . . . . . . . .      $     1     $      6 
                                                         =======     ======== 
          UNITS OUTSTANDING . . . . . . . . . . . .        5,252        5,252 
                                                         =======     ======== 



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

                                         -3-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF OPERATIONS
                      FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                        (Unaudited)


                                                          1995         1994   
                                                       ----------   ----------
           
          REVENUES:
             Oil and gas sales, including 
               $153,083 and $264,871 of sales
               to related parties (Note 2)  . . . .     $158,447     $275,702 
             Interest . . . . . . . . . . . . . . .        1,645          976 
                                                        --------     -------- 
                                                        $160,092     $276,678 
                                                        --------     -------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .     $ 49,601     $ 64,304 
             Depreciation, depletion, and amortization of
               oil and gas properties . . . . . . .       75,454      109,687 
             General and administrative (Note 2)  .       39,842       35,179 
                                                        --------     -------- 
                                                        $164,897     $209,170 
                                                        --------     -------- 

          NET (LOSS) INCOME . . . . . . . . . . . .    ($  4,805)    $ 67,508 
                                                        ========     ======== 
          GENERAL PARTNER (1%) - net (loss) income     ($     48)    $    675 
                                                        ========     ======== 
          LIMITED PARTNERS (99%) - net (loss) income   ($  4,757)    $ 66,833 
                                                        ========     ======== 
          NET (LOSS) INCOME PER UNIT  . . . . . . .    ($      1)    $     13 
                                                        ========     ======== 
          UNITS OUTSTANDING . . . . . . . . . . . .        5,252        5,252 
                                                        ========     ======== 


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

                                         -4-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF CASH FLOWS
                      FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                        (Unaudited)


                                                          1995         1994   
                                                        ---------    ---------
           
          CASH FLOWS FROM OPERATING ACTIVITIES:
             Net (loss) income  . . . . . . . . . .     ($ 4,805)    $ 67,508 
             Adjustments to reconcile net (loss) income to
               net cash provided by operating activities:
               Depreciation, depletion, and amortization of
                oil and gas properties  . . . . . .       75,454      109,687 
               Decrease in accrued oil and gas sales      22,188       19,528 
               Increase in accounts payable . . . .          138          958 
                                                         -------     -------- 
                Net cash provided by operating 
                 activities                              $92,975     $197,681 
                                                         -------     -------- 

          CASH FLOWS FROM INVESTING ACTIVITIES:
             Additions to oil and gas properties  .     ($28,990)     $    -   
                                                         -------     -------- 
               Net cash used by investing activities    ($28,990)    $    -   
                                                         -------     -------- 

          CASH FLOWS FROM FINANCING ACTIVITIES:
             Cash distributions . . . . . . . . . .      $   -      ($210,080)
                                                         -------     -------- 
               Net cash used by financing activities     $   -      ($210,080)
                                                         -------     -------- 

          NET INCREASE (DECREASE) IN CASH AND CASH 
             EQUIVALENTS  . . . . . . . . . . . . .      $63,985    ($ 12,399)

          CASH AND CASH EQUIVALENTS AT BEGINNING OF 
             PERIOD                                       32,766       54,103 
                                                         -------     -------- 
          CASH AND CASH EQUIVALENTS AT END OF PERIOD     $96,751     $ 41,704 
                                                         =======     ======== 


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

                                         -5-
<PAGE>
<PAGE>
                  DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                        CONDENSED NOTES TO FINANCIAL STATEMENTS
                                     JUNE 30, 1995
                                      (Unaudited)

          1. ACCOUNTING POLICIES
             -------------------

             The balance sheet as of June  30, 1995, statements of operations
             for the three and six months  ended June 30, 1995 and 1994, and
             statements of cash  flows for the  six months ended  June 30,  1995
             and 1994 have been prepared by Dyco Petroleum Corporation ("Dyco"),
             the General Partner  of the Dyco Oil  and Gas  Program 1984-2 
             Limited Partnership (the  "Program") without  audit.   In the 
             opinion  of management all adjustments (which  include only normal
             recurring adjustments)  necessary to present  fairly the financial 
             position at June 30,  1995, results  of operations for  the three 
             and  six months ended  June 30, 1995  and 1994  and changes in  
             cash flows for the six months ended June 30, 1995 and 1994 have 
             been made.

             Information  and  footnote  disclosures   normally  included   in
             financial  statements  prepared  in  accordance  with   generally
             accepted  accounting principles  have been condensed  or omitted.
             It is  suggested  that  these  financial statements  be  read  in
             conjunction  with  the  financial  statements and  notes  thereto
             included in  the Program's  Annual Report  on Form  10-K for  the
             year  ended December 31, 1994.  The results of operations for the
             period ended June 30, 1995 are  not necessarily indicative of the
             results to be expected for the full year.  

             The limited  partners' net income or loss per unit  is based upon
             each $5,000 initial capital contribution.

             Oil and Gas Properties
             ----------------------

             Oil and  gas operations  are accounted  for using  the full  cost
             method  of accounting.   All productive  and non-productive costs
             associated with  the acquisition, exploration, and development of
             oil and gas reserves are capitalized.   Sales and abandonments of
             properties are accounted for  as adjustments of capitalized costs
             with  no gain or  loss recognized,  unless such adjustments would
             significantly alter  the relationship  between capitalized  costs
             and proved oil and gas reserves.

             The provision  for depreciation,  depletion, and amortization  of
             oil and gas properties is calculated by dividing  the oil and gas
             sales  dollars during  the  year by  the  estimated  future gross
             income  from  the  oil  and  gas  properties  and  applying   the
             resulting  rate  to  the  net  remaining  costs  of  oil  and gas
             properties  that  have been  capitalized,  plus estimated  future
             development costs.
                                            -6-
<PAGE>
<PAGE>

          2. TRANSACTIONS WITH RELATED PARTIES
             ---------------------------------

             Under the terms  of the Program's partnership agreement, Dyco  is
             entitled  to receive a  reimbursement for all direct expenses and
             general and  administrative, geological and engineering  expenses
             it incurs on behalf of the Program.   During the six months ended
             June  30,  1995  and  1994  such  expenses  totaled  $39,842  and
             $35,179, respectively, of which $28,236 and $28,236 were paid  to
             Dyco.  

             Affiliates  of the Program  are the  operators of  certain of the
             Program's properties and their policy is  to bill the Program for
             all customary  charges  and cost  reimbursements associated  with
             their   activities,  together   with  any   compressor   rentals,
             consulting, or other services provided.

             The  Program sells gas  at market  prices to  Premier Gas Company
             ("Premier"), an affiliated company,  and Premier may  then resell
             such gas  to third  parties at  market  prices.   During the  six
             months ended June 30, 1995 and  1994 these sales totaled $153,083
             and  $264,871, respectively.   At June  30, 1995  accrued oil and
             gas sales included $53,276 due from Premier.



                                            -7-
<PAGE>
<PAGE>
          ITEM  2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

          LIQUIDITY AND CAPITAL RESOURCES
          -------------------------------

               Net proceeds from  the Program's  operations less  necessary
               operating  capital  are  distributed   to  investors  on   a
               quarterly  basis.  The net  proceeds from production are not
               reinvested in  productive assets, except to  the extent that
               producing wells  are improved or where  methods are employed
               to permit more efficient  recovery of the Program's reserves
               which would result in a positive economic impact.

               The Program's  available capital from subscriptions has been
               spent  on oil and gas drilling activities.  There should not
               be any further material  capital resource commitments in the
               future.  The Program has no bank debt commitments.  Cash for
               operational purposes will be provided by current oil and gas
               production.

          RESULTS OF OPERATIONS
          ----------------------

               THREE  MONTHS ENDED JUNE 30,  1995 AS COMPARED  TO THE THREE
               MONTHS ENDED JUNE 30, 1994.
                                                Three months ended June 30, 
                                                --------------------------- 
                                                     1995         1994     
                                                     ----         ----     
                  Oil and gas sales                $85,969      $128,686   
                  Oil and gas production expenses  $21,884      $ 26,214   
                  Barrels produced                     104           285   
                  Mcf produced                      61,710        72,991   
                  Average price/Bbl                $ 17.73      $  17.37   
                  Average price/Mcf                $  1.36      $   1.70   
           
               As shown in the  table, oil and natural gas  sales decreased
               33.2% for the three  months ended June 30, 1995  as compared
               to  the three  months ended  June 30,  1994.   This decrease
               resulted  primarily  from the  decrease  in  the volumes  of
               natural  gas sold and the  decrease in the  average price of
               natural gas sold during the three months ended June 30, 1995
               as compared  to  the  three  months  ended  June  30,  1994.
               Volumes of oil  and natural gas  sold decreased 181  barrels
               and  11,281 Mcf,  respectively, for  the three  months ended
               June 30, 1995 as compared to the three months ended June 30,
               1994.   The decrease in the  volumes of oil  and natural gas
               sold  was primarily  a  result  of  the  normal  decline  in
               production  from diminished  oil and  natural  gas reserves.
               Average natural gas  prices decreased to  $1.36 per Mcf  for
               the  three months  ended June  30, 1995  from an  average of
               $1.70  per Mcf  for the  three months  ended June  30, 1994,
               while the average  oil prices increased to $17.73 per barrel

                                            -8-
<PAGE>
<PAGE>

               for the three months ended June  30, 1995 from an average of
               $17.37 per barrel for the three months ended June 30, 1994.

               Oil and gas  production expenses (including lease  operating
               expenses  and  production  taxes) decreased  $4,330  for the
               three  months ended June 30,  1995 as compared  to the three
               months ended June 30, 1994.  This decrease was primarily due
               to  the  decrease in  volumes of  oil  and natural  gas sold
               during the three months  ended June 30, 1995 as  compared to
               the three  months ended June  30, 1994.  As  a percentage of
               oil and gas sales, these expenses increased to 25.5% for the
               three  months ended June 30,  1995 from 20.4%  for the three
               months ended  June 30, 1994.   This percentage  increase was
               primarily a result of  the decrease in the average  price of
               natural gas sold during the three months ended June 30, 1995
               as compared to the three months ended June 30, 1994.

               Depreciation,  depletion,  and amortization  of oil  and gas
               properties decreased $15,648 for the three months ended June
               30,  1995 as  compared to  the three  months ended  June 30,
               1994.   This decrease was primarily a result of the decrease
               in  volumes of  oil and  natural gas  sold during  the three
               months ended June 30,  1995 as compared to the  three months
               ended June 30, 1994.  As a percentage of oil  and gas sales,
               this expense increased  to 49.2% for the  three months ended
               June 30, 1995 from 45.1% for the three months ended June 30,
               1994.  This  percentage increase was  primarily a result  of
               the decrease in the average price of natural gas sold during
               the  three months  ended June  30, 1995  as compared  to the
               three months ended June 30, 1994.

               General and administrative expenses increased $3,377 for the
               three  months ended June 30,  1995 as compared  to the three
               months ended June 30, 1994.  This increase resulted from the
               increase in the Program's professional fees during the three
               months ended June 30,  1995 as compared to the  three months
               ended June 30, 1994.  As  a percentage of oil and gas sales,
               these expenses increased to 22.0% for the three months ended
               June 30, 1995 from 12.1% for the three months ended June 30,
               1994.   This percentage increase  was primarily a  result of
               the  dollar increase in  general and administrative expenses
               as  discussed above and the decrease in the average price of
               natural gas sold during the three months ended June 30, 1995
               as compared to the three months ended June 30, 1994.

               SIX MONTHS ENDED JUNE 30, 1995 AS COMPARED TO THE SIX MONTHS
               ENDED JUNE 30, 1994.

                                            -9-
<PAGE>
<PAGE>
                                                    Six months ended June 30
                                                    ------------------------
                                                        1995        1994
                                                        ----        ----     
                  Oil and gas sales                   $158,447    $275,702   
                  Oil and gas production expenses     $ 49,601    $ 64,304   
                  Barrels produced                         214         375   
                  Mcf produced                         119,302     150,596   
                  Average price/Bbl                   $  17.21    $  16.55   
                  Average price/Mcf                   $   1.30    $   1.79   

               As shown in the  table, oil and natural gas  sales decreased
               42.5%  for the six months ended June 30, 1995 as compared to
               the  six months ended June 30, 1994.  This decrease resulted
               primarily  from the decrease  in the volumes  of natural gas
               sold  and the decrease in  the average price  of natural gas
               sold during the six  months ended June 30, 1995  as compared
               to the six months ended  June 30, 1994.  Volumes of  oil and
               natural  gas  sold decreased  161  barrels  and 31,294  Mcf,
               respectively,  for the  six  months ended  June 30,  1995 as
               compared  to  the  six months  ended  June  30,  1994.   The
               decrease  in volumes  of natural  gas sold  was  primarily a
               result  of (i) a change in the ownership interest for distribut-
               ing revenues of one of the Program's wells after such well 
               reached payout subsequent to the six months ended June 30, 1994,
               (ii) gas  balancing adjustments  on another well  during the
               six  months ended  June 30,  1995 in  which the  Program was
               produced in excess of reserves and  (iii) the normal decline
               in production from diminished  oil and natural gas reserves.
               Average  natural gas prices  decreased to $1.30  per Mcf for
               the six months ended  June 30, 1995 from an average of $1.79
               per Mcf  for the six months  ended June 30, 1994,  while the
               average  price of oil increased to $17.21 per barrel for the
               six months ended June 30, 1995 from an average of $16.55 per
               barrel for the six months ended June 30, 1994.

               Oil and  gas production expenses (including  lease operating
               expenses and production taxes) decreased $14,703 for the six
               months ended June  30, 1995  as compared to  the six  months
               ended June 30, 1994.  This decrease was primarily due to the
               decrease in the volumes  of oil and natural gas  sold during
               the six months ended  June 30, 1995 as  compared to the  six
               months ended June 30, 1994.  As a percentage of  oil and gas
               sales, these  expenses increased to 31.3% for the six months
               ended June 30, 1995 from 23.3% for the six months ended June
               30, 1994.  This  percentage increase was primarily  a result
               of the decrease  in the  average price of  natural gas  sold
               during the six months ended June 30, 1995 as compared to the
               six months ended June 30, 1994.

               Depreciation,  depletion, and  amortization of  oil and  gas
               properties decreased  $34,233 for the six  months ended June
               30, 1995 as compared  to the six months ended June 30, 1994.
               This  decrease was  primarily a  result of  the decrease  in
               volumes  of oil and natural  gas sold during  the six months

                                           -10-
<PAGE>
<PAGE>
               ended June 30, 1995 as compared to the six months ended June
               30, 1994.  As a percentage of oil and gas sales, this expense
               increased to 47.6% for the six months ended June 30,
               1995  from 39.8%  for the  six months  ended June  30, 1994.
               This  percentage  increase was  primarily  a  result of  the
               decrease in the average price of natural gas sold during the
               six months ended June 30, 1995 as compared to the six months
               ended June 30, 1994.

               General and administrative expenses increased $4,663 for the
               six months ended June 30, 1995 as compared to the six months
               ended  June 30, 1994.  This increase resulted primarily from
               an increase  in the  Program's professional fees  during the
               six months ended June 30, 1995 as compared to the six months
               ended June  30, 1994.  As a percentage of oil and gas sales,
               these expenses  increased to 25.1% for the  six months ended
               June  30, 1995 from 12.6% for  the six months ended June 30,
               1994.   This percentage increase  was primarily a  result of
               the dollar increase in  general and administrative  expenses
               as  discussed above and the decrease in the average price of
               natural gas sold during  the six months ended June  30, 1995
               as compared to the six months ended June 30, 1994.


                                           -11-
<PAGE>
<PAGE>
                             PART II:  OTHER INFORMATION


          ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

               (a)  Exhibits

                    None

               (b)  Reports on Form 8-K

                    None


                                           -12-
<PAGE>
<PAGE>
                                      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.


                        DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP

                                        (Registrant)


                                   By:  DYCO PETROLEUM CORPORATION

                                        General Partner




          Date:  August 10, 1995   By:  /s/Dennis R. Neill      
                                        ------------------------------
                                                (Signature)
                                         Dennis R. Neill
                                         Senior Vice President



          Date:  August 10, 1995   By:   /s/Patrick M. Hall      
                                         ------------------------------
                                                (Signature)
                                         Patrick M. Hall
                                         Senior Vice President - Controller
                                         Principal Accounting Officer



                                           -13-
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000725262
<NAME> DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                          96,751
<SECURITIES>                                         0
<RECEIVABLES>                                   54,352
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               151,103
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 923,754
<CURRENT-LIABILITIES>                           14,438
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     891,523
<TOTAL-LIABILITY-AND-EQUITY>                   923,754
<SALES>                                        158,447
<TOTAL-REVENUES>                               160,092
<CGS>                                                0
<TOTAL-COSTS>                                  164,897
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (4,805)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (4,805)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (4,805)
<EPS-PRIMARY>                                   (1.00)
<EPS-DILUTED>                                        0
        

</TABLE>


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