DYCO OIL & GAS PROGRAM 1984-2
10-Q, 2000-11-08
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
  September 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

                                              September 30,    December 31,
                                                   2000            1999
                                              -------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $ 41,862        $ 31,242
   Accrued oil and gas sales                        65,794          39,152
                                                  --------        --------
      Total current assets                        $107,656        $ 70,394

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                            309,432         325,910

DEFERRED CHARGE                                     23,319          23,319
                                                  --------        --------
                                                  $440,407        $419,623
                                                  ========        ========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                               $  2,835        $  2,839
   Gas imbalance payable                             3,021           3,021
                                                  --------        --------
      Total current liabilities                   $  5,856        $  5,860

ACCRUED LIABILITY                                 $  9,896        $  9,896

PARTNERS' CAPITAL:
   General Partner, 52 general
      partner units                               $  4,247        $  4,039
   Limited Partners, issued and
      outstanding, 5,200 Units                     420,408         399,828
                                                  --------        --------
      Total Partners' capital                     $424,655        $403,867
                                                  --------        --------
                                                  $440,407        $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 SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $91,429             $61,078
   Interest                                       1,597                   6
                                                -------             -------
                                                $93,026             $61,084

COSTS AND EXPENSES:
   Oil and gas production                       $15,058             $12,380
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  6,326               4,717
   General and administrative
      (Note 2)                                   13,221              15,530
                                                -------             -------
                                                $34,605             $32,627
                                                -------             -------

NET INCOME                                      $58,421             $28,457
                                                =======             =======
GENERAL PARTNER (1%) - net income               $   585             $   285
                                                =======             =======
LIMITED PARTNERS (99%) - net income             $57,836             $28,172
                                                =======             =======
NET INCOME PER UNIT                             $ 11.13             $  5.41
                                                =======             =======
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 NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                           $257,699            $161,118
   Interest                                       2,962                 771
                                               --------            --------
                                               $260,661            $161,889

COSTS AND EXPENSES:
   Oil and gas production                      $ 44,420            $163,460
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                 20,025              23,260
   General and administrative
      (Note 2)                                   44,128              53,032
                                               --------            --------
                                               $108,573            $239,752
                                               --------            --------

NET INCOME (LOSS)                              $152,088           ($ 77,863)
                                               ========            ========
GENERAL PARTNER (1%) - net
   income (loss)                               $  1,521           ($    778)
                                               ========            ========
LIMITED PARTNERS (99%) - net
   income (loss)                               $150,567           ($ 77,085)
                                               ========            ========
NET INCOME (LOSS) PER UNIT                     $  28.96           ($  14.83)
                                               ========            ========
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 NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


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

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                           $152,088           ($77,863)
   Adjustments to reconcile net income
      (loss) to net cash provided (used)
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                               20,025             23,260
      Increase in accrued oil and gas
        sales                                 (  26,642)          (  9,986)
      Increase (decrease) in accounts
        payable                               (       4)            31,631
                                               --------            -------
   Net cash provided (used) by
      operating activities                     $145,467           ($32,958)
                                               --------            -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to oil and gas properties        ($ 49,926)          ($ 3,163)
   Proceeds from the sale of oil and
      gas properties                             46,379                  -
                                               --------            -------
   Net cash used by investing
      activities                              ($  3,547)          ($ 3,163)
                                               --------            -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                         ($131,300)           $     -
                                               --------            -------
   Net cash used by financing
      activities                              ($131,300)           $     -
                                               --------            -------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            $ 10,620           ($36,121)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           31,242             41,331
                                               --------            -------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                               $ 41,862            $ 5,210
                                               ========            =======



            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
                               SEPTEMBER 30, 2000
                                   (Unaudited)


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

      The balance sheet as of September 30, 2000,  statements of operations  for
      the  three  and  nine  months  ended  September  30,  2000 and  1999,  and
      statements of cash flows for the nine months ended  September 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 September 30, 2000,  results of
      operations  for the three and nine  months  ended  September  30, 2000 and
      1999,  and changes in cash flows for the nine months ended  September  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 September 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 nine months ended  September 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 a
      working  interest of  approximately  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



                                      -6-
<PAGE>



      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  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 September 30, 2000 and 1999 the
      Program incurred such expenses totaling $13,221 and $15,530, respectively,
      of which $10,569 and $14,118, respectively,  were paid each period to Dyco
      and its  affiliates.  During the nine months ended  September 30, 2000 and
      1999 the Program  incurred  such  expenses  totaling  $44,128 and $53,032,
      respectively, of which $31,707 and $42,354,  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.








                                      -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 nine
      months ended September 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 a working  interest of  approximately
      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 nine months ended September
      30, 2000 includes proceeds from the sale of oil and gas properties.  These
      proceeds were included in the Program's cash  distributions paid September
      2000.


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  significantly  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  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Three Months Ended September 30,
                                              --------------------------------
                                                   2000             1999
                                                  -------         -------
      Oil and gas sales                           $91,429         $61,078
      Oil and gas production expenses             $15,058         $12,380
      Barrels produced                                 74              56
      Mcf produced                                 21,178          24,888
      Average price/Bbl                           $ 28.31         $ 19.16
      Average price/Mcf                           $  4.22         $  2.41

      As shown in the table  above,  total oil and gas sales  increased  $30,351
      (49.7%) for the three months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $38,000 was related to an increase in the average price of gas sold, which
      increase  was  partially  offset by a  decrease  of  approximately  $9,000
      related  to a  decrease  in  volumes  of gas  sold.  Volumes  of oil  sold
      increased 18 barrels,  while volumes of gas sold  decreased  3,710 Mcf for
      the three months ended  September 30, 2000 as compared to the three months
      ended  September  30,  1999.  The  decrease  in  volumes  of gas  sold was
      primarily due to (i) normal  declines in production and (ii) a decrease in
      production on two wells due to downhole mechanical  problems.  Average oil
      and gas  prices  increased  to  $28.31  per  barrel  and  $4.22  per  Mcf,
      respectively,  for the three months ended  September  30, 2000 from $19.16
      per barrel and $2.41 per Mcf,  respectively,  for the three  months  ended
      September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $2,678  (21.6%) for the three  months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999.  This increase was primarily due to an increase in production  taxes
      associated  with the increase in oil and gas sales. As a percentage of oil
      and gas sales,  these  expenses  decreased  to 16.5% for the three  months
      ended  September 30, 2000 from 20.3% for the three months ended  September
      30, 1999. This  percentage  decrease was primarily due to the increases in
      the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $1,609 (34.1%) for the three months ended September 30, 2000 as
      compared to the three months ended  September 30, 1999.  This increase was
      primarily due to the decreased dollar amount of  depreciation,  depletion,
      and  amortization  charged during the third quarter of 1999 which resulted
      from a  significant  increase  in the gas price used in the  valuation  of
      reserves at September 30, 1999 as



                                      -10-
<PAGE>



      compared  to June 30,  1999.  This  increase  was  partially  offset  by a
      decrease  in volumes of gas sold.  As a  percentage  of oil and gas sales,
      this expense  decreased to 6.9% for the three months ended  September  30,
      2000  from  7.7% for the three  months  ended  September  30,  1999.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices of oil and gas sold.

      General and administrative expenses decreased $2,309 (14.9%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September  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.
      This  decrease was  partially  offset by  accounting  review fees incurred
      during  the  three  months  ended  September  30,  2000 as a result of new
      ongoing requirements imposed by the Securities and Exchange Commission. As
      a percentage of oil and gas sales,  these expenses  decreased to 14.5% for
      the three months ended  September 30, 2000 from 25.4% for the three months
      ended September 30, 1999.  This  percentage  decrease was primarily due to
      the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                            Nine Months Ended September 30,
                                            -------------------------------
                                                   2000             1999
                                                 --------         --------
      Oil and gas sales                          $257,699         $161,118
      Oil and gas production expenses            $ 44,420         $163,460
      Barrels produced                                283              180
      Mcf produced                                 78,501           79,573
      Average price/Bbl                          $  28.12         $  15.33
      Average price/Mcf                          $   3.18         $   1.99

      As shown in the table  above,  total oil and gas sales  increased  $96,581
      (59.9%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $94,000  was  related to an  increase  in the  average  price of gas sold.
      Volumes  of oil sold  increased  103  barrels,  while  volumes of gas sold
      decreased  1,072  Mcf for the nine  months  ended  September  30,  2000 as
      compared to the nine months ended September 30, 1999.  Average oil and gas
      prices increased to $28.12 per barrel and $3.18 per Mcf, respectively, for
      the nine months ended  September 30, 2000 from $15.33 per barrel and $1.99
      per Mcf, respectively, for the nine months ended September 30, 1999.




                                      -11-
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $119,040  (72.8%) for the nine months ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999. This decrease was primarily due to workover expenses incurred on one
      well during the nine months ended  September  30, 1999 in order to improve
      the recovery of  reserves.  As a  percentage  of oil and gas sales,  these
      expenses  decreased to 17.2% for the nine months ended  September 30, 2000
      from 101.5% for the nine months ended  September 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  $3,235 (13.9%) for the nine months ended  September 30, 2000 as
      compared to the nine months ended  September  30, 1999.  This decrease was
      primarily  due to the  increase in the gas price used in the  valuation of
      remaining  reserves at  September  30, 2000 as compared to  September  30,
      1999. As a percentage of oil and gas sales, this expense decreased to 7.8%
      for the nine  months  ended  September  30,  2000 from  14.4% for the nine
      months ended September 30, 1999.  This  percentage  decrease was primarily
      due to the increases in the average prices of oil and gas sold.

      General and administrative  expenses decreased $8,904 (16.8%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September  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 17.1% for
      the nine months  ended  September  30, 2000 from 32.9% for the nine months
      ended September 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
                        September  30,  2000  and  for  the  nine  months  ended
                        September 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:  November 8, 2000             By:         /s/Dennis R. Neill
                                       -------------------------------
                                              (Signature)
                                              Dennis R. Neill
                                              President


Date:  November 8, 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 September 30, 2000 and for
            the nine months ended September 30, 2000, filed herewith.

            All other exhibits are omitted as inapplicable.





                                      -16-


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