KELLEY PARTNERS 1992 DEVELOPMENT DRILLING PROGRAM
10-Q, 2000-11-14
DRILLING OIL & GAS WELLS
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                                  UNITED STATES
                       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 September 30, 2000           Commission File No. 0-20998



                        KELLEY PARTNERS 1992 DEVELOPMENT
                                DRILLING PROGRAM
             (Exact name of registrant as specified in its charter)



             TEXAS                                        76-0373428
  (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)


          601 JEFFERSON ST.                                  77002
            SUITE 1100                                   HOUSTON, TEXAS
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 652-5200


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

================================================================================
<PAGE>   2

                KELLEY PARTNERS 1992 DEVELOPMENT DRILLING PROGRAM
                                      INDEX
<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                      <C>
PART I.  FINANCIAL INFORMATION


      Item I.  Financial Statements:
      Balance Sheets as of December 31, 1999 and September 30, 2000 (unaudited)..........................   2

      Statements of Income (loss) for the three months and nine months ended
         September 30, 1999 and 2000 (unaudited).........................................................   3

      Statements of Cash Flows for the nine months ended September 30, 1999 and 2000 (unaudited).........   4

      Notes to Financial Statements (unaudited)..........................................................   5

      Item II.  Management's Discussion and Analysis of Financial Condition and Results of Operations....   6

      Item III. Quantitative and Qualitative Disclosure About Market Risk................................   9

PART II.  OTHER INFORMATION..............................................................................  10
</TABLE>


                                       1
<PAGE>   3


                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                KELLEY PARTNERS 1992 DEVELOPMENT DRILLING PROGRAM
                                 BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                          December 31,      Sept. 30,
                                                                             1999             2000
                                                                         --------------   -------------
                                                                                           (Unaudited)
<S>                                                                      <C>                <C>
ASSETS:
   Cash and cash equivalents..............................................$      --         $      --
   Accounts receivable - trade............................................       28                62
   Accounts receivable - affiliates.......................................       17               215
                                                                          ---------         ---------
   Total current assets...................................................       45               277
                                                                          ---------         ---------

   Oil and gas properties, successful efforts method:
     Properties subject to amortization...................................   41,466            41,404
     Less:  Accumulated depreciation, depletion and amortization..........  (40,396)          (40,489)
                                                                          ---------         ---------
   Total oil and gas properties...........................................    1,070               915
                                                                          ---------         ---------
Total assets..............................................................$   1,115         $   1,192
                                                                          =========         =========

LIABILITIES:
   Accounts payable and accrued expenses..................................$      62         $      79
                                                                          ---------         ---------

   Total current liabilities..............................................       62                79
                                                                          ---------         ---------

   Long term note payable - affiliate.....................................      166                --
                                                                          ---------         ---------
Total liabilities.........................................................      228                79
                                                                          ---------         ---------

PARTNERS' EQUITY:
   LP Unitholders' equity ................................................       62                85
   GP Unitholders' equity.................................................      789               982
   Managing and special general partners' equity..........................       36                46
                                                                          ---------         ---------
Total partners' equity....................................................      887             1,113
                                                                          ---------         ---------
Total liabilities and partners'equity.....................................$   1,115         $   1,192
                                                                          =========         =========
</TABLE>

                       See Notes to Financial Statements.

                                       2
<PAGE>   4


                KELLEY PARTNERS 1992 DEVELOPMENT DRILLING PROGRAM
                           STATEMENTS OF INCOME (LOSS)
                      (In thousands, except per unit data)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                            Three Months Ended Sept. 30,   Nine Months Ended Sept. 30,
                                                            ----------------------------   ---------------------------
                                                                1999          2000            1999            2000
                                                            ------------    ---------      ----------     ------------
<S>                                                         <C>             <C>             <C>           <C>
REVENUES:
   Oil and gas sales..........................................$     137     $     200       $    679      $     569
   Gain on sale of properties.................................       --            --            855             --
                                                              ---------     ---------       --------      ---------
   Total revenues.............................................      137           200          1,534            569
                                                              ---------     ---------       --------      ---------

EXPENSES:
   Lease operating expenses...................................       52            45            247            166
   Severance taxes............................................       12            15             41             24
   General and administrative expenses........................       26            21             80             54
   Interest expenses..........................................       61            --            187              6
   Depreciation, depletion and amortization...................       39            27            198             93
                                                              ---------     ---------       --------      ---------
   Total expenses.............................................      190           108            753            343
                                                              ---------     ---------       --------      ---------
Net income (loss).............................................$     (53)    $      92       $    781      $     226
                                                              ==========    =========       ========      =========


Net income (loss) allocable to LP and GP unitholders..........$     (51)    $      88       $    750      $     217
                                                              ==========    =========       ========      =========

Net income (loss) allocable to managing and
   special general partners...................................$      (2)    $       4       $     31      $       9
                                                              ==========    =========       ========      =========
Net income (loss) per LP and GP unit..........................$      --     $     .01       $    .05      $     .01
                                                              ==========    =========       ========      =========

Average LP and GP units outstanding...........................    16,033       16,033         16,033         16,033
                                                              ==========    =========       ========      =========
</TABLE>


                       See Notes to Financial Statements.

                                       3

<PAGE>   5


                KELLEY PARTNERS 1992 DEVELOPMENT DRILLING PROGRAM
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                        Nine months Ended Sept. 30,
                                                                                        ---------------------------
                                                                                           1999             2000
                                                                                        ---------         ---------
<S>                                                                                     <C>               <C>
OPERATING ACTIVITIES:
   Net income...........................................................................$     781         $     226
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Gain on sale of properties.........................................................     (855)               --
     Depreciation, depletion and amortization...........................................      198                93
Changes in operating assets and liabilities:
     Decrease (increase) in accounts receivable.........................................       87              (232)
     (Decrease) increase in accounts payable and accrued expenses.......................      (20)               17
                                                                                        ---------         ---------
   Net cash provided by operating activities............................................      191               104
                                                                                        ---------         ---------

INVESTING ACTIVITIES:
   Capital expenditures ................................................................      (16)               62
   Proceeds from the sale of properties.................................................    2,103                --
                                                                                        ---------         ---------
   Net cash provided by investing activities............................................    2,087                62
                                                                                        ---------         ---------

FINANCING ACTIVITIES:
   Principal payments on long-term borrowings...........................................   (2,278)             (166)
                                                                                        ---------         ---------
   Net cash used in financing activities................................................   (2,278)             (166)
                                                                                        ---------         ---------
Decrease in cash and cash equivalents...................................................       --                --
Cash and cash equivalents, beginning of period..........................................       --                --
                                                                                        ---------         ---------
Cash and cash equivalents, end of period................................................$      --         $      --
                                                                                        =========         =========

</TABLE>


                       See Notes to Financial Statements.

                                       4
<PAGE>   6


                KELLEY PARTNERS 1992 DEVELOPMENT DRILLING PROGRAM
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

         General. The accompanying unaudited interim financial statements of
Kelley Partners 1992 Development Drilling Program (the "Partnership") have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission in accordance with generally accepted accounting principles for
interim financial information. These financial statements reflect all
adjustments (consisting solely of normal recurring adjustments) necessary for a
fair statement in all material respects of the results for the interim periods
presented. The results of operations for the three and nine months ended
September 30, 2000 are not necessarily indicative of results to be expected for
the full year. The accounting policies followed by the Partnership are set forth
in Note 2 to the financial statements included in its Annual Report on Form 10-K
for the year ended December 31, 1999. These unaudited interim financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Partnership's 1999 Annual Report on Form 10-K.

NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS

         The Partnership plans to adopt Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133") effective January 1, 2001. The statement, as amended,
requires that all derivatives be recognized as either assets or liabilities and
measured at fair value, and changes in the fair value of derivatives be reported
in current earnings, unless the derivative is designated and effective as a
hedge. If the intended use of the derivative is to hedge the exposure to changes
in the fair value of an asset, a liability or firm commitment, then the changes
in the fair value of the derivative instrument will generally be offset in the
income statement by the change in the item's fair value. However, if the
intended use of the derivative is to hedge the exposure to variability in
expected future cash flows then the changes in fair value of the derivative
instrument will generally be reported in Other Comprehensive Income (OCI). The
gains and losses on the derivative instrument that are reported in OCI will be
reclassified to earnings in the period in which earnings are impacted by the
hedged item.

         Contour Energy Co. ("Contour") periodically uses forward sales
contracts, swap agreements, natural gas basis swap agreements, collars and
options to reduce exposure to downward price fluctuations on its natural gas and
crude oil production. Contour's hedging activities also cover the production
attributable to the interest of the public unitholders in this partnership.
Contour has received a mark-to-market valuation report from its counterparty
dated November 7, 2000. Based on this report, when SFAS 133 is adopted on
January 1, 2001, a liability of approximately $7,000 would be recorded by the
partnership to reflect the fair market value of hedges currently in place for
the periods subsequent to January 1, 2001. Because the derivatives currently in
place qualify for hedge accounting, an offsetting entry would be made to OCI.
Due to commodity price volatility, the fair value of Contour's derivative
instruments has changed dramatically since September 30, 2000 (See "Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Hedging Activities"). Volatility in the commodity price markets
prevents management of the partnership from determining the actual transitional
valuation effect on future results of operations or financial position once SFAS
133 is implemented on January 1, 2001.


                                       5

<PAGE>   7


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

General
         In 1992, Kelley Partners 1992 Development Drilling Program (the
"Partnership") issued units of limited and general partner interests ("Units").
The Units represent 96.04% of the total interests in the Partnership. In
addition, the Partnership issued managing and special general partner interests
representing 3.96% of the total interests in the Partnership. Kelley Oil
Corporation, managing general partner of the Partnership ("Kelley Oil") and a
wholly owned subsidiary of Contour Energy Co. ("Contour"), owns 83.72% of the
Units, together with its 3.94% managing general partnership interest.

Recent Developments

         Drilling Operations. Since inception, the Partnership participated in
drilling 39 gross (15.23 net) wells, of which 30 gross (11.07 net) wells were
found productive and 9 gross (4.16 net) wells were dry.

          Hedging Activities. Contour periodically uses forward sales contracts,
natural gas and crude oil price swap agreements, collars and options to reduce
exposure to downward price fluctuations on its natural gas and crude oil
production. Contour's hedging activities also cover the oil and gas production
attributable to the interest of the public unitholders in its subsidiary
partnerships. Contour does not engage in speculative transactions. During 2000,
Contour has used price swap agreements and collars. Price swap agreements
generally provide for Contour to receive or make counterparty payments on the
differential between a fixed price and a variable indexed price for natural gas
and crude oil. Collars combine put and call options to establish a ceiling and a
floor. Contour normally employs the average NYMEX price for the last three days
of the contract for natural gas and the monthly average of closing NYMEX prices
for crude oil as the underlying index ("Index Price"). To the extent the Index
Price closes above the established ceiling Contour must make payments to the
counterparty on the differential between the Index Price and the ceiling.
Conversely, if the Index price closes below the established floor, the
counterparty must make payments to Contour on the differential between the Index
Price and the floor. If the Index Price closes between the ceiling and the
floor, no settlement is due. Gains and losses realized by the Partnership from
hedging activities are included in oil and gas revenues and average sales prices
in the period that the related production is sold. However, see Note 2 - New
Accounting Pronouncements

           Through natural gas price swap agreements and collars, approximately
54%, 94%, 44% and 65% of the Partnership's natural gas production was hedged for
the third quarter of 1999, the third quarter of 2000, the first nine months of
1999 and the first nine months of 2000, respectively. As of September 30, 2000,
approximately 10,000 Mmbtus of the Partnership's natural gas production for
October 2000 has been hedged by natural gas price swap agreements at an average
Index Price of $2.60 per Mmbtu before transaction and transportation costs. As
of September 30, 2000, approximately 30,000 Mmbtus of the Partnership's natural
gas production for October through December 2000 has been hedged by collars at a
floor of $4.00 per Mmbtu and a ceiling of $4.98 per Mmbtu. As of the date of
this report, Contour has three collars in place for 15,000 Mmbtus per day each
totaling 45,000 Mmbtus per day of expected natural gas production for the
calendar year 2001. Approximately 400 Mmbtus per day of these volumes relate to
the Partnership's production. The terms of the first collar include a ceiling of
$5.00/Mmbtu and a floor of $3.55/Mmbtu at a closing Index Price above
$3.00/Mmbtu. However, at prices below $3.00/Mmbtu, the floor moves to an Index
Price plus $0.55 /Mmbtu. The terms of the second collar include a ceiling of
$5.00/Mmbtu and a floor of $3.75/Mmbtu at a closing Index Price above
$3.09/Mmbtu. However, at prices below $3.09/Mmbtu, the floor moves to an Index
Price plus $0.66/Mmbtu. The terms of the third collar include a ceiling of
$5.33/Mmbtu and a floor of $4.00/Mmbtu at the closing Index Price.

           Through crude oil price swap agreements and collars, approximately
46%, 48%, 17% and 62% of the Partnership's crude oil production was hedged for
the third quarter of 1999, the third quarter of 2000, the first nine months of
1999 and the first nine months of 2000, respectively. As of September 30, 2000,
Contour has two collars in place covering an average of 900 barrels per day of
expected crude oil production for the remainder of 2000 and an average of 598
barrels per day of expected crude oil production for calendar year 2001.
Approximately, 20 and 14 barrels per day of these volumes related to the
Partnership's production for the remainder of 2000 and 2001, respectively.


                                       6
<PAGE>   8

The terms of the first collar include a ceiling of $32.00/bbl and a floor of
$25.24/bbl at a closing Index Price above $22.00/bbl. However, at prices below
$22.00/bbl, the floor moves to an Index Price plus $3.24 /bbl. The terms of the
second collar include a ceiling of $32.48/bbl and a floor of $27.20/bbl at a
closing Index Price above $23.00/bbl. However, at prices below $23.00/bbl, the
floor moves to an Index Price plus $4.20/bbl.

           Included within oil and gas revenues for the three months and nine
months ended September 30, 1999 and 2000 was approximately $(25,000), $(36,000),
$40,000 and $(56,000), respectively, representing net (losses) and net gains
from hedging activities. At September 30, 2000, the mark-to-market unrealized
loss on Contour's existing hedging instruments for future production months
approximated $6.7 million, of which $2.7 million related to October 2000. As to
the aforementioned losses, approximately $10,000 and $4,000, respectively,
related to the Partnership's production. Contour, under the terms of its
existing hedge instruments, is required, from time to time, to provide
collateral to the counterparty(s). The amount of collateral required is a
function of the mark to market value of the hedge instruments at a point in time
as determined by the counterparty(s). The credit risk exposure from counterparty
nonperformance on natural gas forward sales contracts and derivative financial
instruments is generally the amount of unrealized gains under the contracts.
Contour has not experienced counterparty nonperformance on these agreements and
does not anticipate any in future periods.

Results of Operations

         Three Months Ended September 30, 2000 and 1999. Oil and gas revenues of
$200,000 for the third quarter of 2000 increased 46% compared to $137,000 in the
corresponding quarter of 1999 primarily as a result of higher oil and gas
prices, partially offset by lower gas production. Production of natural gas
decreased 19% from 64,000 Mcf in the third quarter of 1999 to 52,000 Mcf in the
current quarter primarily due to normal production decline. The average price of
natural gas increased 76% from $1.88 per Mcf in the third quarter of 1999 to
$3.31 per Mcf in the current quarter. Production of crude oil in the current
quarter totaled 2,754 barrels, with an average sales price of $30.64 per barrel
compared to 2,737 barrels at $19.10 per barrel in the same quarter last year.

         Lease operating expenses and severance taxes were $60,000 in the
current quarter versus $64,000 in the third quarter of 1999, a decrease of 7%,
primarily the result of lower natural gas production in the third quarter of
2000. On a unit of production basis, these expenses increased to $1.16 per Mcfe
in the third quarter of 2000 from $1.01 per Mcfe in the same quarter of 1999,
the result of a decline in production.

         General and administrative ("G&A") expenses of $21,000 in the current
quarter decreased 19% from $26,000 in the third quarter of 1999, reflecting the
Partnership's share of administration costs associated with operations of
Contour. On a unit of production basis, these expenses were $0.41 per Mcfe in
both the third quarters of 1999 and 2000.

         Depreciation, depletion and amortization ("DD&A") expenses decreased
31% from $39,000 in the third quarter of 1999 to $27,000 in the current quarter
due to lower production levels in the third quarter of 2000 On a unit of
production basis, DD&A expenses decreased to $0.52 per Mcfe in the third quarter
of 2000 from $0.61 per Mcfe in the same quarter last year.

         The Partnership recognized net income of $92,000, or $0.01 per Unit,
for the third quarter of 2000. For the third quarter of 1999, the Partnership
recognized a net loss of $53,000, or $0.00 per Unit. The reasons for the
variance between the third quarter of 2000 and the third quarter of 1999 are
described in the foregoing discussion.

         Nine Months Ended September 30, 2000 and 1999. Oil and gas revenues of
$569,000 for the first nine months of 2000 decreased 16% compared to $679,000 in
the corresponding period of 1999 as a result of lower gas production, partially
offset by higher gas and oil prices and higher oil production. Production of
natural gas decreased 62% from 285,000 Mcf in the first nine months of 1999 to
109,000 Mcf in the current period primarily due to the sale of properties to
Phillips Petroleum Company ("Phillips") in the second quarter of 1999. The
average price of natural gas was $3.13 per Mcf in the first nine months of 2000
compared to $2.02 per Mcf in the prior year. Production of crude oil in the
current period totaled 8,018 barrels, with an average sales price of $28.83 per
barrel compared to 7,689 barrels at $15.63 per barrel in the same period last
year, representing a volume increase of 4% and a price increase of 84%. In the
second

                                       7
<PAGE>   9

quarter of 1999, the Partnership conveyed its interests in the West Bryceland
and Sailes fields to Phillips. This transaction resulted in a second quarter
1999 gain on sale of properties of $855,000.

         Lease operating expenses and severance taxes were $190,000 in the
current period versus $288,000 in the first nine months of 1999, a decrease of
34%. The decrease was due primarily to lower lifting costs and severance taxes
in the first nine months of 2000 resulting from lower gas production related to
the sale of properties to Phillips in the first half of 1999. On a unit of
production basis, these expenses increased to $1.21 per Mcfe in the first nine
months of 2000 from $0.87 per Mcfe in the year-earlier period, resulting from
lower production volumes.

         G&A expenses of $54,000 in the current period decreased 33% from
$80,000 in the first nine months of 1999. Lower current period Partnership
production levels caused the decline in G&A expenses charged by Contour to the
Partnership. On a unit of production basis, these expenses increased from $0.24
per Mcfe in the first nine months of 1999 to $0.34 per Mcfe in the current
period.

         In the first nine months of 2000 and 1999, the Partnership incurred
interest expenses of $6,000 and $187,000, respectively, on a loan advanced to it
by Kelley Oil in August 1994 ("Initial Loan") to fund part of its drilling
expenditures in excess of contributed capital. The reduction reflects the lower
average note payable balance outstanding in the first nine months of 2000. See
Liquidity and Capital Resources below.

         DD&A expenses decreased 53% from $198,000 in the first nine months of
1999 to $93,000 in the current period due to lower production levels primarily
from the properties sold to Phillips. On a unit of production basis, DD&A
expenses decreased to $0.59 per Mcfe in the first nine months of 2000 from $0.60
per Mcfe in the same period last year.

         The Partnership recognized net income of $226,000, or $0.01 per Unit,
for the first nine months of 2000. For the first nine months of 1999, the
Partnership recognized net income of $781,000, or $0.05 per Unit. The reasons
for the variance between the first nine months of 2000 and the first nine months
of 1999 are described in the foregoing discussion.

         The results of operations for the three and nine months ended September
30, 2000 are not necessarily indicative of the Partnership's operating results
to be expected for the full year.

Liquidity and Capital Resources

         Liquidity. Net cash provided by the Partnership's operating activities
during the first nine months of 2000, as reflected on its statement of cash
flows, totaled $104,000. During the period, funds provided by investing
activities were comprised of net reductions to capital expenditures of $62,000,
and funds used in financing activities included a reduction in the Initial Loan
principal of $166,000. As a result of these activities, the Partnership's cash
and cash equivalents remained unchanged from December 31, 1999.

         Capital Resources. The Partnership has completed its development stage.
Accordingly, cash flow from operations should be adequate to meet its expected
capital and general working capital needs.

         Distribution Policy. The Partnership maintains a policy of distributing
cash, which is not required for the conduct of Partnership business to
unitholders on a quarterly basis. To meet its financial obligations for drilling
overexpenditures, the Partnership suspended distributions commencing in October
1994 and reinstated a quarterly distribution for only one quarter in 1995. The
Partnership's operating cash flows have been applied to pay interest and
principal on the Initial Loan. At September 30, 2000, the $6,000,000 Initial
Loan from Kelly Oil has been paid in full. Future distributions to the
unitholders is contingent on future operating results.

         Inflation and Changing Prices. Oil and natural gas prices, as with most
commodities, are highly volatile, have fluctuated during recent years and
generally have not followed the same pattern as inflation.

                                       8
<PAGE>   10

         Accounting Pronouncements. The Partnership plans to adopt Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133") effective January 1, 2001. The statement,
as amended, requires that all derivatives be recognized as either assets or
liabilities and measured at fair value, and changes in the fair value of
derivatives be reported in current earnings, unless the derivative is designated
and effective as a hedge. If the intended use of the derivative is to hedge the
exposure to changes in the fair value of an asset, a liability or firm
commitment, then the changes in the fair value of the derivative instrument will
generally be offset in the income statement by the change in the item's fair
value. However, if the intended use of the derivative is to hedge the exposure
to variability in expected future cash flows then the changes in fair value of
the derivative instrument will generally be reported in Other Comprehensive
Income (OCI). The gains and losses on the derivative instrument that are
reported in OCI will be reclassified to earnings in the period in which earnings
are impacted by the hedged item.

          Contour periodically uses forward sales contracts, swap agreements,
natural gas basis swap agreements, collars and options to reduce exposure to
downward price fluctuations on its natural gas and crude oil production.
Contour's hedging activities also cover the production attributable to the
interest of the public unitholders in this partnership. Contour has received a
mark-to-market valuation report from its counterparty dated November 7, 2000.
Based on this report, when SFAS 133 is adopted on January 1, 2001, a liability
of approximately $7,000 would be recorded by the partnership to reflect the fair
market value of hedges currently in place for the periods subsequent to January
1, 2001. Because the derivatives currently in place qualify for hedge
accounting, an offsetting entry would be made to OCI. Due to commodity price
volatility, the fair value of Contour's derivative instruments has changed
dramatically since September 30, 2000 (See "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Hedging
Activities"). Volatility in the commodity price markets prevents management of
the partnership from determining the actual transitional valuation effect on
future results of operations or financial position once SFAS 133 is implemented
on January 1, 2001.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         See discussion in Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Hedging Activities.

Forward-looking Statements

         Statements contained in this Report and other materials filed or to be
filed by the Partnership with the Securities and Exchange Commission (as well as
information included in oral or other written statements made or to be made by
the Partnership or its representatives) that are forward-looking in nature are
intended to be "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, relating to matters such as anticipated
operating and financial performance, business prospects, developments and
results of the Partnership. Actual performance, prospects, developments and
results may differ materially from any or all anticipated results due to
economic conditions and other risks, uncertainties and circumstances partly or
totally outside the control of the Partnership, including rates of inflation,
natural gas prices, uncertainty of reserve estimates, rates and timing of future
production of oil and gas, exploratory and development activities, acquisition
risks, changes in the level and timing of future costs and expenses related to
drilling and operating activities and those risk factors described on pages 9
and 10 of the Partnership's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.

         Words such as "anticipated". "expect", "estimate", "project" and
similar expressions are intended to identify forward-looking statements.
Forward-looking statements include the risk factors described in the
Partnership's Form 10-K mentioned above.

                                       9
<PAGE>   11

                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:

              Exhibit
              Number:      Exhibit
              -------      -------

                  27       Financial Data Schedule (included only in the
                           electronic filing of this document).

         (b)  Reports on Form 8-K:

              No reports on Form 8-K were filed by the Registrant during the
third quarter of 2000.



                                       10


<PAGE>   12


                                   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.



                                     KELLEY PARTNERS 1992
                                     DEVELOPMENT DRILLING PROGRAM

                                     By:  KELLEY OIL CORPORATION
                                          Managing General Partner


Date: November 14, 2000              By:  /s/Rick G. Lester
                                        ----------------------------------------
                                             Rick G. Lester
                                         Chief Financial Officer
                                         (Duly Authorized Officer)
                                       (Principal Accounting Officer)


                                       11
<PAGE>   13


                                 EXHIBIT INDEX



              Exhibit
              Number:      Exhibit
              -------      -------

                  27       Financial Data Schedule (included only in the
                           electronic filing of this document).


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