DYCO OIL & GAS PROGRAM 1984-2
10-Q, 2000-08-01
DRILLING OIL & GAS WELLS
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                       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, 2000                                  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                         Number)
     organization)



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




                                      -1-
<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,
                                             2000         1999
                                          ----------  ------------

CURRENT ASSETS:
   Cash and cash equivalents                $108,007     $ 31,242
   Accrued oil and gas sales                  60,795       39,152
   Accounts receivable - General
     Partner (Note 2)                          8,063            -
                                            --------     --------
     Total current assets                   $176,865     $ 70,394

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                      315,688      325,910

DEFERRED CHARGE                               23,319       23,319
                                            --------     --------
                                            $515,872     $419,623
                                            ========     ========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                         $  5,421     $  2,839
   Gas imbalance payable                       3,021        3,021
                                            --------     --------
     Total current liabilities              $  8,442     $  5,860

ACCRUED LIABILITY                           $  9,896     $  9,896

PARTNERS' CAPITAL:
   General Partner, 52 general
     partner units                          $  4,975     $  4,039
   Limited Partners, issued and
     outstanding, 5,200 Units                492,559      399,828
                                            --------     --------
     Total Partners' capital                $497,534     $403,867
                                            --------     --------
                                            $515,872     $419,623
                                            ========     ========




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




                                      -2-
<PAGE>




              DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (Unaudited)

                                           2000             1999
                                         ---------        ---------

REVENUES:
   Oil and gas sales                     $101,885         $ 51,992
   Interest                                   961              297
                                         --------         --------
                                         $102,846         $ 52,289

COSTS AND EXPENSES:
   Oil and gas production                $ 15,767         $131,366
   Depreciation, depletion, and
     amortization of oil and gas
     properties                             4,612            6,350
   General and administrative
     (Note 2)                              11,837           14,920
                                         --------         --------
                                         $ 32,216         $152,636
                                         --------         --------

NET INCOME (LOSS)                        $ 70,630        ($100,347)
                                         ========         ========
GENERAL PARTNER (1%) - net
   income (loss)                         $    706        ($  1,004)
                                         ========         ========
LIMITED PARTNERS (99%) - net
   income (loss)                         $ 69,924        ($ 99,343)
                                         ========         ========
NET INCOME (LOSS) PER UNIT               $  13.44        ($  19.10)
                                         ========         ========
UNITS OUTSTANDING                           5,252            5,252
                                         ========         ========




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




                                      -3-
<PAGE>




              DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
                FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (Unaudited)

                                            2000            1999
                                         ---------        ---------

REVENUES:
   Oil and gas sales                     $166,270         $100,040
   Interest                                 1,365              765
                                         --------         --------
                                         $167,635         $100,805

COSTS AND EXPENSES:
   Oil and gas production                $ 29,362         $151,080
   Depreciation, depletion, and
     amortization of oil and gas
     properties                            13,699           18,543
   General and administrative
     (Note 2)                              30,907           37,502
                                         --------         --------
                                         $ 73,968         $207,125
                                         --------         --------

NET INCOME (LOSS)                        $ 93,667        ($106,320)
                                         ========         ========
GENERAL PARTNER (1%) - net
   income (loss)                         $    936        ($  1,063)
                                         ========         ========
LIMITED PARTNERS (99%) - net
   income (loss)                         $ 92,731        ($105,257)
                                         ========         ========
NET INCOME (LOSS) PER UNIT               $  17.83        ($  20.24)
                                         ========         ========
UNITS OUTSTANDING                           5,252            5,252
                                         ========         ========




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




                                      -4-
<PAGE>




              DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (Unaudited)


                                            2000           1999
                                         ---------       ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                     $ 93,667        ($106,320)
   Adjustments to reconcile net income
     (loss) to net cash provided (used)
     by operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                          13,699           18,543
     Increase in accrued oil and gas
       sales                            (  21,643)       (   5,181)
     Increase in accounts receivable -
       General Partner                  (   8,063)               -
     Increase in accounts payable           2,582           56,639
                                         --------         --------
   Net cash provided (used) by
     operating activities                $ 80,242        ($ 36,319)
                                         --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to oil and gas properties  ($ 49,856)        $      -
   Proceeds from the sale of oil and
     gas properties                        46,379              243
                                         --------         --------
   Net cash provided (used) by
     investing activities               ($  3,477)        $    243
                                         --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    $      -         $      -
                                         --------         --------
   Net cash used by financing
     activities                          $      -         $      -
                                         --------         --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                      $ 76,765        ($ 36,076)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     31,242           41,331
                                         --------         --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                         $108,007         $  5,255
                                         ========         ========



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



                                      -5-
<PAGE>




              DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                    CONDENSED NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (Unaudited)


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

      The balance sheet as of June 30, 2000,  statements  of operations  for the
      three and six months ended June 30, 2000 and 1999,  and statements of cash
      flows for the six months  ended June 30, 2000 and 1999 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,  2000,  results of  operations  for the three and six
      months ended June 30, 2000 and 1999, and changes in cash flows for the six
      months ended June 30, 2000 and 1999 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, 1999. The results of operations for the period
      ended June 30, 2000 are not  necessarily  indicative  of the results to be
      expected for the full year.

      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.  During the six months  ended June 30, 2000 the Program  paid
      recompletion  costs of  approximately  $50,000 on the Hubbard No. 1-A well
      located in Beckham County,  Oklahoma in which the Program owns an interest
      of 20.2%.  The  Program's  calculation  of  depreciation,  depletion,  and
      amortization  includes  estimated  future  expenditures  to be incurred in
      developing  proved  reserves and estimated  dismantlement  and abandonment
      costs, net of estimated  salvage values. In the event the unamortized cost
      of oil and gas properties  being  amortized  exceeds the full cost ceiling
      (as defined by the  Securities  and  Exchange  Commission),  the excess is
      charged to expense in the period  during which such excess  occurs.  Sales
      and abandonments of properties are accounted for as



                                      -6-
<PAGE>



      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  period 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.


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 June 30,  2000 and 1999 the
      Program incurred such expenses totaling $11,837 and $14,920, respectively,
      of which $10,569 and $14,118, respectively,  were paid each period to Dyco
      and its affiliates. During the six months ended June 30, 2000 and 1999 the
      Program incurred such expenses totaling $30,907 and $37,502, respectively,
      of which $21,138 and $28,236, respectively,  were paid each period to Dyco
      and its affiliates.

      Affiliates of the Program  operate  certain of the  Program's  properties.
      Their  policy is to bill the  Program for all  customary  charges and cost
      reimbursements associated with these activities.

      The  accounts  receivable  - General  Partner at June 30, 2000  represents
      proceeds  due for the sale of equipment on the Hubbard 1-A well located in
      Beckham  County,  Oklahoma.  Subsequent to June 30, 2000,  this amount was
      collected.






                                      -7-
<PAGE>




ITEM 2.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND
           RESULTS OF OPERATIONS

USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES
-----------------------------------------------

      This Quarterly Report contains  certain  forward-looking  statements.  The
      words "anticipate",  "believe",  "expect",  "plan", "intend",  "estimate",
      "project", "could", "may" and similar expressions are intended to identify
      forward-looking  statements.  Such statements reflect management's current
      views  with  respect  to future  events and  financial  performance.  This
      Quarterly Report also includes certain information,  which is, or is based
      upon,  estimates  and  assumptions.  Such  estimates and  assumptions  are
      management's  efforts to accurately reflect the condition and operation of
      the Program.

      Use of  forward-looking  statements and estimates and assumptions  involve
      risks  and  uncertainties  which  include,  but are not  limited  to,  the
      volatility of oil and gas prices, the uncertainty of reserve  information,
      the operating risk associated  with oil and gas properties  (including the
      risk of personal injury,  death,  property  damage,  damage to the well or
      producing  reservoir,  environmental  contamination,  and other  operating
      risks), the prospect of changing tax and regulatory laws, the availability
      and capacity of  processing  and  transportation  facilities,  the general
      economic climate,  the supply and price of foreign imports of oil and gas,
      the level of consumer  product demand,  and the price and  availability of
      alternative  fuels.  Should  one or more of these  risks or  uncertainties
      occur or should  estimates  or  underlying  assumptions  prove  incorrect,
      actual  conditions or results may vary materially and adversely from those
      stated, anticipated, believed, estimated, and otherwise indicated.


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.




                                      -8-
<PAGE>





      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. However, during the six months
      ended  June  30,  2000  the  Program   paid   approximately   $50,000  for
      recompletion  costs on the Hubbard No. 1-A well located in Beckham County,
      Oklahoma in which the Program owns an interest of 20.2%.  The recompletion
      was successful.  The Program has no debt commitments.  Management believes
      that cash for ordinary  operational  purposes  will be provided by current
      oil and gas production.

      The  Program's  Statement  of Cash Flows for the six months ended June 30,
      2000  includes  proceeds  from the sale of oil and gas  properties.  These
      proceeds will be included in the Program's future cash distributions.


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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variables affecting the Program's revenues are the prices received for the
      sale of oil and gas and the volumes of oil and gas produced. The Program's
      production is mainly natural gas, so such pricing and volumes are the most
      significant factors.

      Due to the volatility of oil and gas prices,  forecasting future prices is
      subject to great  uncertainty  and  inaccuracy.  Substantially  all of the
      Program's gas reserves are being sold on the "spot market".  Prices on the
      spot market are subject to wide seasonal and regional pricing fluctuations
      due to the highly competitive nature of the spot market.  Such spot market
      sales are  generally  short-term  in  nature  and are  dependent  upon the
      obtaining of transportation services provided by pipelines. It is likewise
      difficult  to  predict  production  volumes.  However,  oil  and  gas  are
      depleting  assets,  so it can be  expected  that  production  levels  will
      decline over time.  Recent gas prices have been higher than the  Program's
      historical  average.  This is  attributable to the higher prices for crude
      oil, a substitute  fuel in some  markets,  and reduced  production  due to
      lower capital investments in 1998 and 1999.





                                      -9-
<PAGE>





      THREE MONTHS  ENDED JUNE 30, 2000  COMPARED TO THE THREE MONTHS ENDED JUNE
      30, 1999.

                                       Three Months Ended June 30,
                                       ---------------------------
                                            2000           1999
                                          --------       --------
      Oil and gas sales                   $101,885       $ 51,992
      Oil and gas production expenses     $ 15,767       $131,366
      Barrels produced                         170             67
      Mcf produced                          30,376         25,473
      Average price/Bbl                   $  28.21       $  15.69
      Average price/Mcf                   $   3.20       $   2.00

      As shown in the table  above,  total oil and gas sales  increased  $49,893
      (96.0%) for the three  months ended June 30, 2000 as compared to the three
      months ended June 30, 1999. Of this  increase,  approximately  $36,000 was
      related to an increase in the average price of gas sold and  approximately
      $10,000 was related to an increase in volumes of gas sold.  Volumes of oil
      and gas sold  increased 103 barrels and 4,903 Mcf,  respectively,  for the
      three  months  ended June 30, 2000 as compared to the three  months  ended
      June 30, 1999.  The increase in volumes of gas sold was  primarily  due to
      the successful  recompletion of one well during the first quarter of 2000.
      This  increase  was  partially  offset by the Program  receiving a reduced
      percentage  of sales on two wells due to gas  balancing  during  the three
      months ended June 30, 2000. Average oil and gas prices increased to $28.21
      per barrel and $3.20 per Mcf,  respectively,  for the three  months  ended
      June 30, 2000 from $15.69 per barrel and $2.00 per Mcf, respectively,  for
      the three months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $115,599 (88.0%) for the three months ended
      June 30, 2000 as compared to the three months  ended June 30,  1999.  This
      decrease  was  primarily  due to  workover  expenses  incurred on one well
      during  the three  months  ended  June 30,  1999 in order to  improve  the
      recovery of reserves. As a percentage of oil and gas sales, these expenses
      decreased  to 15.5% for the three  months  ended June 30, 2000 from 252.7%
      for the three  months ended June 30, 1999.  This  percentage  decrease was
      primarily due to the dollar decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $1,738  (27.4%)  for the three  months  ended June 30,  2000 as
      compared  to the three  months  ended June 30,  1999.  This  decrease  was
      primarily  due to an  increase in the gas price used in the  valuation  of
      remaining




                                      -10-
<PAGE>




      reserves at June 30, 2000 as compared to June 30, 1999.  This decrease was
      partially offset by an increase in volumes of gas sold. As a percentage of
      oil and gas sales,  this  expense  decreased  to 4.5% for the three months
      ended June 30, 2000 from 12.2% for the three  months  ended June 30, 1999.
      This percentage decrease was primarily due to the increases in the average
      prices  of oil and gas  sold  and the  dollar  decrease  in  depreciation,
      depletion, and amortization.

      General and administrative expenses decreased $3,083 (20.7%) for the three
      months  ended June 30, 2000 as compared to the three months ended June 30,
      1999. This decrease was primarily due to a change in allocation  among the
      Program  and  other   affiliated   programs   of   indirect   general  and
      administrative expenses reimbursed to the General Partner. As a percentage
      of oil and gas  sales,  these  expenses  decreased  to 11.6% for the three
      months  ended June 30, 2000 from 28.7% for the three months ended June 30,
      1999.  This  percentage  decrease was primarily due to the increase in oil
      and gas sales.

      SIX MONTHS  ENDED JUNE 30, 2000  COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      1999.

                                         Six Months Ended June 30,
                                         -------------------------
                                            2000           1999
                                          --------       --------
      Oil and gas sales                   $166,270       $100,040
      Oil and gas production expenses     $ 29,362       $151,080
      Barrels produced                         209            124
      Mcf produced                          57,323         54,685
      Average price/Bbl                   $  28.05       $  13.60
      Average price/Mcf                   $   2.80       $   1.80

      As shown in the table  above,  total oil and gas sales  increased  $66,230
      (66.2%)  for the six months  ended June 30,  2000 as  compared  to the six
      months ended June 30, 1999. Of this  increase,  approximately  $57,000 was
      related to an increase in the  average  price of gas sold.  Volumes of oil
      and gas sold increased 85 barrels and 2,638 Mcf, respectively, for the six
      months  ended June 30, 2000 as  compared to the six months  ended June 30,
      1999.  Average oil and gas prices increased to $28.05 per barrel and $2.80
      per Mcf,  respectively,  for the three  months  ended  June 30,  2000 from
      $13.60 per barrel and $1.80 per Mcf,  respectively,  for the three  months
      ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $121,718 (80.6%) for the six months ended June
      30, 2000 as compared to the six months ended June 30, 1999.  This decrease
      was primarily due to workover expenses incurred on one well during the six




                                      -11-
<PAGE>




      months  ended June 30, 1999 in order to improve the  recovery of reserves.
      As a percentage of oil and gas sales,  these  expenses  decreased to 17.7%
      for the six  months  ended  June 30,  2000 from  151.0% for the six months
      ended June 30, 1999.  This  percentage  decrease was  primarily due to the
      dollar decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $4,844  (26.1%)  for the six  months  ended  June  30,  2000 as
      compared  to the six  months  ended  June  30,  1999.  This  decrease  was
      primarily  due to the  increase in the gas price used in the  valuation of
      remaining  reserves at June 30, 2000 as  compared to June 30,  1999.  As a
      percentage  of oil and gas sales,  this expense  decreased to 8.2% for the
      six months  ended June 30,  2000 from 18.5% for the six months  ended June
      30, 1999. This  percentage  decrease was primarily due to the increases in
      the  average  prices  of oil  and gas  sold  and the  dollar  decrease  in
      depreciation, depletion, and amortization.

      General and administrative expenses decreased $6,595 (17.6%) for the three
      months  ended June 30, 2000 as compared to the three months ended June 30,
      1999. This decrease was primarily due to a change in allocation  among the
      Program  and  other   affiliated   programs   of   indirect   general  and
      administrative expenses reimbursed to the General Partner. As a percentage
      of oil and gas sales, these expenses decreased to 18.6% for the six months
      ended June 30,  2000 from 37.5% for the six  months  ended June 30,  1999.
      This percentage  decrease was primarily due to the increase in oil and gas
      sales.







                                      -12-
<PAGE>




ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
           RISK.


      The Program does not hold any market risk sensitive instruments.






                                      -13-
<PAGE>



                          PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

27.1  Financial Data Schedule containing summary financial information extracted
      from the Dyco Oil and Gas Program 1984-2 Limited  Partnership's  financial
      statements as of June 30, 2000 and for the six months ended June 30, 2000,
      filed herewith.

      All other exhibits are omitted as inapplicable.

(b)   Reports on Form 8-K.

      None.






                                      -14-
<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 1, 2000         By:        /s/Dennis R. Neill
                                  -------------------------------
                                        (Signature)
                                        Dennis R. Neill
                                        President


Date:  August 1, 2000         By:        /s/Patrick M. Hall
                                  -------------------------------
                                        (Signature)
                                        Patrick M. Hall
                                        Chief Financial Officer



                                      -15-
<PAGE>



                                INDEX TO EXHIBITS


NUMBER     DESCRIPTION
------     -----------

27.1       Financial  Data Schedule  containing  summary  financial  information
           extracted   from  the  Dyco  Oil  and  Gas  Program   1984-2  Limited
           Partnership's  financial  statements  as of June 30, 2000 and for the
           six months ended June 30, 2000, filed herewith.

           All other exhibits are omitted as inapplicable.



                                      -16-



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