DYCO OIL & GAS PROGRAM 1986-2
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                                  0-16488



                        DYCO OIL AND GAS PROGRAM 1986-2
                            (A LIMITED PARTNERSHIP)
            (Exact Name of Registrant as specified in its charter)



         Minnesota                            41-1529976
(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 1986-2 LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                          June 30,    December 31,
                                            2000          1999
                                         ----------   ------------

CURRENT ASSETS:
   Cash and cash equivalents               $ 25,872      $ 21,802
   Accrued oil and gas sales                 62,748        43,692
                                           --------      --------
     Total current assets                  $ 88,620      $ 65,494

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                      91,172       100,155

DEFERRED CHARGE                               8,930         8,930
                                           --------      --------
                                           $188,722      $174,579
                                           ========      ========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                        $  4,796      $  4,529
                                           --------      --------
     Total current liabilities             $  4,796      $  4,529

ACCRUED LIABILITY                          $  3,165      $  3,165

PARTNERS' CAPITAL:
   General Partner, 21 general
     partner units                         $  1,810      $  1,671
   Limited Partners, issued and
     outstanding, 2,020 Units               178,951       165,214
                                           --------      --------
     Total Partners' capital               $180,761      $166,885
                                           --------      --------
                                           $188,722      $174,579
                                           ========      ========



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




                                      -2-
<PAGE>




              DYCO OIL AND GAS PROGRAM 1986-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                      $121,256        $66,389
   Interest                                    376            275
                                          --------        -------
                                          $121,632        $66,664

COSTS AND EXPENSES:
   Oil and gas production                 $ 15,435        $14,968
   Depreciation, depletion, and
     amortization of oil and gas
     properties                              4,196          5,266
   General and administrative
     (Note 2)                                7,821          7,731
                                          --------        -------
                                          $ 27,452        $27,965
                                          --------        -------

NET INCOME                                $ 94,180        $38,699
                                          ========        =======
GENERAL PARTNER (1%) - net income         $    942        $   387
                                          ========        =======
LIMITED PARTNERS (99%) - net income       $ 93,238        $38,312
                                          ========        =======
NET INCOME PER UNIT                       $  46.15        $ 18.97
                                          ========        =======
UNITS OUTSTANDING                            2,041          2,041
                                           =======        =======




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




                                      -3-
<PAGE>




              DYCO OIL AND GAS PROGRAM 1986-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
                FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                      $183,431        $127,565
   Interest                                    723             582
                                          --------        --------
                                          $184,154        $128,147

COSTS AND EXPENSES:
   Oil and gas production                 $ 35,825        $ 27,952
   Depreciation, depletion, and
     amortization of oil and gas
     properties                              9,926          14,996
   General and administrative
     (Note 2)                               22,477          18,406
                                          --------        --------
                                          $ 68,228        $ 61,354
                                          --------        --------

NET INCOME                                $115,926        $ 66,793
                                          ========        ========
GENERAL PARTNER (1%) - net income         $  1,159        $    668
                                          ========        ========
LIMITED PARTNERS (99%) - net income       $114,767        $ 66,125
                                          ========        ========
NET INCOME PER UNIT                       $  56.80        $  32.73
                                          ========        ========
UNITS OUTSTANDING                            2,041           2,041
                                          ========        ========



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




                                      -4-
<PAGE>




              DYCO OIL AND GAS PROGRAM 1986-2 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                             $115,926       $66,793
   Adjustments to reconcile net
     income to net cash provided
     by operating activities:
     Depreciation, depletion, and
       amortization of oil and gas
       properties                            9,926        14,996
     Increase in accrued oil and
       gas sales                         (  19,056)     (     40)
     Increase in accounts payable              267            64
                                          --------       -------
   Net cash provided by operating
     activities                           $107,063       $81,813
                                          --------       -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to oil and gas properties   ($    943)      $     -
                                          --------       -------
   Net cash used by investing
     activities                          ($    943)      $     -
                                          --------       -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($102,050)     ($81,640)
                                          --------       -------
   Net cash used by financing
     activities                          ($102,050)     ($81,640)
                                          --------       -------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                            $  4,070       $   173

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                      21,802        20,392
                                          --------       -------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $ 25,872       $20,565
                                          ========       =======



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



                                      -5-
<PAGE>




              DYCO OIL AND GAS PROGRAM 1986-2 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 1986-2 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.  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 June 30,  2000 and 1999 the
      Program incurred such expenses  totaling $7,821 and $7,731,  respectively,
      of which $6,900 and $7,341, respectively, was paid each period to Dyco and
      its  affiliates.  During the six months  ended June 30,  2000 and 1999 the
      Program incurred such expenses totaling $22,477 and $18,406, respectively,
      of which $13,800 and $14,682, 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.  The  Program  has no debt
      commitments.  Management  believes  that  cash  for  ordinary  operational
      purposes will be provided by current oil and gas production.


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                   $121,256        $66,389
      Oil and gas production expenses     $ 15,435        $14,968
      Barrels produced                          23             51
      Mcf produced                          46,793         34,050
      Average price/Bbl                   $  24.48        $ 16.24
      Average price/Mcf                   $   2.58        $  1.93

      As shown in the table  above,  total oil and gas sales  increased  $54,867
      (82.6%) for the three  months ended June 30, 2000 as compared to the three
      months ended June 30, 1999. Of this  increase,  approximately  $31,000 was
      related to an increase in the average price of gas sold and  approximately
      $24,000 was related to an increase in volumes of gas sold.  Volumes of oil
      sold decreased 28 barrels,  while volumes of gas sold increased 12,743 Mcf
      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 a positive  prior  period  adjustment  made by the operator on one well
      during the three months ended June 30, 2000,  which increase was partially
      offset  by normal  declines  in  production.  Average  oil and gas  prices
      increased  to $24.48 per barrel and $2.58 per Mcf,  respectively,  for the
      three months ended June 30, 2000 from $16.24 per barrel and $1.93 per Mcf,
      respectively, for the three months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $467 (3.1%) for the three months ended June
      30,  2000 as  compared  to the three  months  ended  June 30,  1999.  As a
      percentage of oil and gas sales, these expenses decreased to 12.7% for the
      three  months  ended June 30, 2000 from 22.5% 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.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $1,070  (20.3%)  for the three  months  ended June 30,  2000 as
      compared  to the three  months  ended June 30,  1999.  This  decrease  was
      primarily due to (i) an increase in the gas price used in the valuation of
      reserves  at June 30,  2000 as  compared  to June 30, 1999 and (ii) upward
      revisions in the  estimates of remaining  oil and gas reserves at December
      31, 1999. These decreases were partially offset by the increase in volumes
      of gas sold. As a percentage of oil and gas sales,  this expense decreased
      to



                                      -10-
<PAGE>



      3.5% for the  three  months  ended  June 30,  2000 from 7.9% 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  increased  $90 (1.2%) for the three
      months  ended June 30, 2000 as compared to the three months ended June 30,
      1999. As a percentage of oil and gas sales,  these  expenses  decreased to
      6.4% for the three  months  ended  June 30,  2000 from 11.6% 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                   $183,431       $127,565
      Oil and gas production expenses     $ 35,825       $ 27,952
      Barrels produced                          23             93
      Mcf produced                          74,139         72,618
      Average price/Bbl                   $  24.48       $  13.81
      Average price/Mcf                   $   2.47       $   1.74

      As shown in the table  above,  total oil and gas sales  increased  $55,866
      (43.8%)  for the six months  ended June 30,  2000 as  compared  to the six
      months ended June 30, 1999. Of this  increase,  approximately  $54,000 was
      related to an increase in the  average  price of gas sold.  Volumes of oil
      sold decreased 70 barrels,  while volumes of gas sold increased  1,521 Mcf
      for the six months ended June 30, 2000 as compared to the six months ended
      June 30, 1999.  The increase in volumes of gas sold was primarily due to a
      positive prior period  adjustment  made by the operator on one well during
      the six months  ended June 30, 2000,  which  increase was offset by normal
      declines in production. Average oil and gas prices increased to $24.48 per
      barrel and $2.47 per Mcf, respectively,  for the six months ended June 30,
      2000 from $13.81 per barrel and $1.74 per Mcf,  respectively,  for the six
      months ended June 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased $7,873 (28.2%) for the six months ended June
      30, 2000 as compared to the six months ended June 30, 1999.  This increase
      was  primarily  due to (i)  subsurface  repair  and  maintenance  expenses
      incurred  on one well  during the six months  ended June 30, 2000 and (ii)
      workover  expenses  incurred on another  well during the six months  ended
      June  30,  2000 in  order  to  improve  the  recovery  of  reserves.  As a
      percentage of oil and gas sales,



                                      -11-
<PAGE>



      these  expenses  decreased to 19.5% for the six months ended June 30, 2000
      from  21.9%  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.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $5,070  (33.8%)  for the six  months  ended  June  30,  2000 as
      compared  to the six  months  ended  June  30,  1999.  This  decrease  was
      primarily due to (i) an increase in the gas price used in the valuation of
      reserves at June 30, 2000 as compared to June 30, 1999 and (ii) the upward
      revisions in the  estimates of remaining  oil and gas reserves at December
      31, 1999. As a percentage of oil and gas sales,  this expense decreased to
      5.4% for the six months  ended June 30, 2000 from 11.8% 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 increased $4,071 (22.1%) for the six
      months  ended June 30, 2000 as  compared to the six months  ended June 30,
      1999. This increase was primarily due to a change in allocation  among the
      Program and other  affiliated  programs of audit fees.  As a percentage of
      oil and gas sales,  these  expenses  decreased to 12.3% for the six months
      ended June 30,  2000 from 14.4% 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
                     1986-2  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 1986-2 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   1986-2  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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