<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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
March 31, 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
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(Address of principal executive offices) (Zip Code)
(918) 583-1791
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(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
---- ----
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1995 1994
---------- ------------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . $ 92,635 $ 32,766
Accrued oil and gas sales, including
$41,308 and $75,009 due from
related parties (Note 2) . . . . . . 42,168 76,540
-------- --------
Total current assets . . . . . . . $134,803 $109,306
NET OIL AND GAS PROPERTIES, utilizing
the full cost method . . . . . . . . . 742,901 775,763
DEFERRED CHARGE . . . . . . . . . . . . . 43,352 43,352
-------- --------
$921,056 $928,421
======== ========
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . $ 6,577 $ 5,357
Gas imbalance payable . . . . . . . . 8,943 8,943
-------- --------
Total current liabilities . . . . . $ 15,520 $ 14,300
ACCRUED LIABILITY . . . . . . . . . . . . 17,793 17,793
PARTNERS' CAPITAL:
General Partner, issued and outstanding,
52 units . . . . . . . . . . . . . . 8,877 8,963
Limited Partners, issued and outstanding,
5,200 units . . . . . . . . . . . . 878,866 887,365
-------- --------
Total Partners' capital . . . . . . $887,743 $896,328
-------- --------
$921,056 $928,421
======== ========
The accompanying condensed notes are an
integral part of these financial statements.
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DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(Unaudited)
1995 1994
-------- ---------
REVENUES:
Oil and gas sales, including
$70,640 and $141,135 of sales
to related parties (Note 2) . . . . $ 72,478 $147,016
Interest . . . . . . . . . . . . . . . 668 502
-------- --------
$ 73,146 $147,518
-------- --------
COSTS AND EXPENSES:
Oil and gas production . . . . . . . . $ 27,717 $ 38,090
Depreciation, depletion, and amortization
of oil and gas properties . . . . . 33,121 51,706
General and administrative (Note 2) . 20,893 19,607
-------- --------
$ 81,731 $109,403
-------- --------
NET (LOSS) INCOME . . . . . . . . . . . . ($ 8,585) $ 38,115
======== ========
GENERAL PARTNER (1%) - net (loss) income ($ 86) $ 381
======== ========
LIMITED PARTNERS (99%) - net (loss) income ($ 8,499) $ 37,734
======== ========
NET (LOSS) INCOME PER UNIT . . . . . . . ($ 2) $ 7
======== ========
UNITS OUTSTANDING . . . . . . . . . . . . 5,252 5,252
======== ========
The accompanying condensed notes are an
integral part of these financial statements.
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DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(Unaudited)
1995 1994
--------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income . . . . . . . . . . ($ 8,585) $ 38,115
Adjustments to reconcile net (loss) income
to net cash provided by operating
activities:
Depreciation, depletion, and amortization
of oil and gas properties . . . . . 33,121 51,706
Decrease (increase) in accrued oil and
gas sales . . . . . . . . . . . . . 34,372 ( 9,578)
Increase in accounts payable . . . . 1,220 1,388
------- --------
Net cash provided by operating
activities $60,128 $ 81,631
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties . ($ 259) $ -
------- --------
Net cash used by investing activities ($ 259) $ -
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions . . . . . . . . . . $ - ($105,040)
------- --------
Net cash used by financing activities $ - ($105,040)
------- --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS . . . . . . . . . . . . . $59,869 ($ 23,409)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 32,766 54,103
------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $92,635 $ 30,694
======= ========
The accompanying condensed notes are an
integral part of these financial statements.
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DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
CONDENSED NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995
(Unaudited)
1. ACCOUNTING POLICIES
-------------------
The balance sheets as of March 31, 1995, statements of
operations for the three months ended March 31, 1995 and 1994,
and statements of cash flows for the three months ended March
31, 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 March 31, 1995, and results of
operations and changes in cash flows for the three months ended
March 31, 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 March 31, 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.
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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 three months
ended March 31, 1995 and 1994 such expenses totaled $20,893 and
$19,607, respectively, of which $14,118 and $14,118 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 three
months ended March 31, 1995 and 1994 these sales totaled $70,640
and $141,135, respectively. At March 31, 1995 accrued oil and
gas sales included $41,308 due from Premier.
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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 MARCH 31, 1995 AS COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 1994.
Three Months ended March 31,
---------------------------
1995 1994
---- ----
Oil and gas sales $ 72,478 $147,016
Oil and gas production expenses $ 27,717 $ 38,090
Barrels produced 110 90
Mcf produced 57,592 77,605
Average price/Bbl $ 16.71 $ 13.96
Average price/Mcf $ 1.23 $ 1.88
As shown in the table, oil and natural gas sales decreased
50.7% for the three months ended March 31, 1995 as compared
to the three months ended March 31, 1994. This decrease was
due to the decreases in the volumes and average price of
natural gas sold, partially offset by increases in the
volumes and average price of oil sold. Volumes of natural
gas sold decreased 20,013 Mcf for the three months ended
March 31, 1995 as compared to the three months ended March
31, 1994 while volumes of oil sold increased by 20 barrels
for the similar periods of comparison. The decrease in
volumes of natural gas sold was primarily a result of the
normal decline in production from diminished natural gas
reserves. Average natural gas prices decreased to $1.23 per
Mcf for the three months ended March 31, 1995 from $1.88
per Mcf for the three months ended March 31, 1994, while
average oil prices increased to $16.71 per barrel for the
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three months ended March 31, 1995 from $13.96 per barrel for
the three months ended March 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $10,373 for the
three months ended March 31, 1995 as compared to the three
months ended March 31, 1994. This decrease was primarily
due to the decrease in the volumes of natural gas sold
during the three months ended March 31, 1995 as compared to
the three months ended March 31, 1994. As a percentage of
oil and gas sales, these expenses increased to 38.2% for the
three months ended March 31, 1995 from 25.9% for the three
months ended March 31, 1994. This percentage increase was
primarily a result of the decrease in the average price of
natural gas sold, partially offset by the increase in the
average price of oil sold during the three months ended
March 31, 1995 as compared to the three months ended March
31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased $18,585 for the three months ended
March 31, 1995 as compared to the three months ended March
31, 1994. This dollar decrease was primarily a result of
the decrease in volumes of natural gas sold during the three
months ended March 31, 1995 as compared to the three months
ended March 31, 1994. As a percentage of oil and gas sales,
this expense increased to 45.7% for the three months ended
March 31, 1995 from 35.2% for the three months ended March
31, 1994. This percentage increase was primarily a result
of the decrease in the average price of natural gas sold,
partially offset by the increase in the average price of oil
sold during the three months ended March 31, 1995 as
compared to the three months ended March 31, 1994.
General and administrative expenses increased slightly by
$1,286 for the three months ended March 31, 1995 as compared
to the three months ended March 31, 1994. As a percentage
of oil and gas sales, these expenses increased to 28.8% for
the three months ended March 31, 1995 from 13.3% for the
three months ended March 31, 1994. This percentage increase
was primarily a result of the decrease in the average price
of natural gas sold, partially offset by the increase in the
average price of oil sold during the three months ended
March 31, 1995 as compared to the three months ended March
31, 1994.
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PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
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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 28, 1995 By: /s/Dennis R. Neill
------------------------------
(Signature)
Dennis R. Neill
Senior Vice President
Date: August 28, 1995 By: /s/Patrick M. Hall
------------------------------
(Signature)
Patrick M. Hall
Senior Vice President -
Controller
Principal Accounting Officer
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<CIK> 0000725262
<NAME> DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 92,635
<SECURITIES> 0
<RECEIVABLES> 42,168
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 134,803
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 921,056
<CURRENT-LIABILITIES> 15,520
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 887,743
<TOTAL-LIABILITY-AND-EQUITY> 921,056
<SALES> 72,478
<TOTAL-REVENUES> 73,146
<CGS> 0
<TOTAL-COSTS> 81,731
<OTHER-EXPENSES> 0
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<INCOME-PRETAX> (8,585)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,585)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,585)
<EPS-PRIMARY> (2.00)
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</TABLE>
