PARKER & PARSLEY 84-A LTD
10-Q, 1997-08-12
DRILLING OIL & GAS WELLS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                    FORM 10-Q


    / x /        Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 1997
                                       or

    /   /       Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                For the transition period from _______ to _______


                           Commission File No. 2-90417


                           PARKER & PARSLEY 84-A, LTD.
             (Exact name of Registrant as specified in its charter)

               Texas                                       75-1974814
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                    Identification Number)


303 West Wall, Suite 101, Midland, Texas                      79701
(Address of principal executive offices)                    (Zip code)

       Registrant's Telephone Number, including area code : (915) 683-4768

                                 Not applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 1 of 11 pages.
                            Exhibit index on page 10.


<PAGE>



                           PARKER & PARSLEY 84-A, LTD.

                                TABLE OF CONTENTS


                                                                         Page
                                                                         ----
                          Part I. Financial Information

Item 1.    Financial Statements

           Balance Sheets as of June 30, 1997 and
              December 31, 1996   .....................................    3

           Statements of Operations for the three and six
             months ended June 30, 1997 and 1996.......................    4

           Statement of Partners' Capital for the six months
             ended June 30, 1997.......................................    5

           Statements of Cash Flows for the six months
             ended June 30, 1997 and 1996..............................    6

           Notes to Financial Statements...............................    7

Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations.......................    7


                                       Part II. Other Information

Item 6.    Exhibits and Reports on Form 8-K............................   10

           27.   Financial Data Schedule

           Signatures..................................................   11




                                        2

<PAGE>



                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)

                          Part I. Financial Information

Item 1.   Financial Statements
                                 BALANCE SHEETS
                                                    June 30,       December 31,
                                                      1997             1996
                                                   -----------     -----------
                                                   (Unaudited)
                      ASSETS

Current assets:
  Cash and cash equivalents, including interest
     bearing deposits of $203,499 at June 30
     and $161,973 at December 31                   $    203,999    $    162,473
 Accounts receivable - oil and gas sales                218,596         330,344
                                                    -----------     -----------
           Total current assets                         422,595         492,817
                                                    -----------     -----------
Oil and gas properties - at cost, based on the
  successful efforts accounting method               18,214,204      18,207,994
Accumulated depletion                               (14,424,865)    (14,264,426)
                                                    -----------     -----------
     Net oil and gas properties                       3,789,339       3,943,568
                                                    -----------     -----------
                                                   $  4,211,934    $  4,436,385
                                                    ===========     ===========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                     $     54,180    $     44,799

Partners' capital:
  General partners                                      450,494         490,387
  Limited partners (19,435 interests)                 3,707,260       3,901,199
                                                    -----------     -----------
                                                      4,157,754       4,391,586
                                                    -----------     -----------
                                                   $  4,211,934    $  4,436,385
                                                    ===========     ===========

   The financial information included as of June 30, 1997 has been prepared by
           management without audit by independent public accountants.

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

                                        3

<PAGE>



                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                   Three months ended        Six months ended
                                        June 30,                 June 30,
                                 ----------------------   ----------------------
                                    1997        1996         1997        1996
                                 ---------   ----------   ---------   ----------
Revenues:
  Oil and gas                    $ 405,039   $  479,847   $ 864,492   $  902,490
  Interest                           3,353        2,302       6,281        4,225
  Salvage income from equipment
    disposals                        3,072          -         3,072          -
  Litigation settlement                -      1,055,353         -      1,055,353
                                  --------    ---------    --------    ---------
                                   411,464    1,537,502     873,845    1,962,068
                                  --------    ---------    --------    ---------
Costs and expenses:
  Oil and gas production           211,953      212,880     439,628      454,322
  General and administrative        13,137       16,463      28,435       29,392
  Depletion                         81,427       92,391     160,439      181,518
                                  --------    ---------    --------    ---------
                                   306,517      321,734     628,502      665,232
                                  --------    ---------    --------    ---------
Net income                       $ 104,947   $1,215,768   $ 245,343   $1,296,836
                                  ========    =========    ========    =========
Allocation of net income:
  General partners               $  38,213   $  284,238   $  85,566   $  317,937
                                  ========    =========    ========    =========
  Limited partners               $  66,734   $  931,530   $ 159,777   $  978,899
                                  ========    =========    ========    =========
Net income per limited
  partnership interest           $    3.43   $    47.93   $    8.22   $    50.37
                                  ========    =========    ========    =========
Distributions per limited
  partnership interest           $    8.00   $    50.38   $   18.20   $    56.38
                                  ========    =========    ========    =========



         The financial information included herein has been prepared by
          management without audit by independent public accountants.

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

                                        4

<PAGE>



                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)




                                      General        Limited
                                      partners       partners         Total
                                     ----------     ----------     ----------

Balance at January 1, 1997           $  490,387     $3,901,199     $4,391,586

    Distributions                      (125,459)      (353,716)      (479,175)

    Net income                           85,566        159,777        245,343
                                      ---------      ---------      ---------

Balance at June 30, 1997             $  450,494     $3,707,260     $4,157,754
                                      =========      =========      =========









         The financial information included herein has been prepared by
           management without audit by independent public accountants.

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

                                        5

<PAGE>



                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                         Six months ended
                                                              June 30,
                                                     --------------------------
                                                        1997          1996
                                                     ----------    -----------
Cash flows from operating activities:
  Net income                                         $  245,343    $ 1,296,836
  Adjustments to reconcile net income to net
      cash provided by operating activities:
       Depletion                                        160,439        181,518
       Salvage income from equipment disposals           (3,072)          -
  Changes in assets and liabilities:
     (Increase) decrease in accounts receivable         111,748        (18,638)
     Increase (decrease) in accounts payable              9,381        (30,160)
                                                      ---------     ----------
        Net cash provided by operating activities       523,839      1,429,556
                                                      ---------     ----------
Cash flows from investing activities:
  Additions to oil and gas properties                    (6,210)        (3,936)
  Proceeds from salvage income of equipment
    disposals                                             3,072            -
                                                      ---------     ----------
        Net cash used in investing activities            (3,138)        (3,936)
                                                      ---------     ----------
Cash flows from financing activities:
  Cash distributions to partners                       (479,175)    (1,418,281)
                                                      ---------     ----------
Net increase in cash and cash equivalents                41,526          7,339
Cash and cash equivalents at beginning of period        162,473        157,388
                                                      ---------     ----------
Cash and cash equivalents at end of period           $  203,999    $   164,727
                                                      =========     ==========



         The financial information included herein has been prepared by
           management without audit by independent public accountants.

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

                                        6

<PAGE>



                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1997
                                   (Unaudited)

Note 1.     Basis of presentation

In the opinion of  management,  the unaudited  financial  statements of Parker &
Parsley 84-A, Ltd. (the "Partnership") as of June 30, 1997 and for the three and
six months  ended June 30, 1997 and 1996  include all  adjustments  and accruals
consisting only of normal recurring accrual  adjustments which are necessary for
a fair presentation of the results for the interim period. These interim results
are not necessarily indicative of results for a full year.

Certain  information  and  footnote  disclosure  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or  omitted  in this Form 10-Q  pursuant  to the rules and
regulations of the Securities and Exchange Commission.  The financial statements
should  be read in  conjunction  with the  financial  statements  and the  notes
thereto  contained in the  Partnership's  Report on Form 10-K for the year ended
December 31, 1996, as filed with the Securities and Exchange Commission,  a copy
of which is  available  upon request by writing to Rich Dealy,  Controller,  303
West Wall, Suite 101, Midland, Texas 79701.

Item 2.     Management's Discussion and Analysis of Financial Condition
              and Results of Operations (1)

Results of Operations

Six months ended June 30, 1997 compared with six months ended
  June 30, 1996

Revenues:

The  Partnership's  oil and gas revenues  decreased 4% to $864,492 from $902,490
for the six months  ended June 30, 1997 as compared to the six months ended June
30, 1996. The decrease in revenues resulted from a 5% decrease in barrels of oil
produced and sold and a lower average price  received per barrel of oil,  offset
by a 3%  increase in mcf of gas  produced  and sold and a higher  average  price
received per mcf of gas. For the six months ended June 30, 1997,  29,876 barrels
of oil were sold  compared to 31,497 for the same period in 1996,  a decrease of
1,621 barrels.  For the six months ended June 30, 1997,  119,663 mcf of gas were
sold  compared to 116,401 for the same period in 1996, an increase of 3,262 mcf.
The  decrease  in oil  production  volumes  was  primarily  due  to the  decline
characteristics  of  the  Partnership's  oil  properties.  The  increase  in gas
production   volumes  was  due  to   operational   changes  on  several  of  the
Partnership's gas properties.  Management expects a certain amount of decline in
production  in the  future  until  the  Partnership's  economically  recoverable
reserves are fully depleted.

                                        7

<PAGE>



The average price received per barrel of oil decreased  slightly from $20.65 for
the six months ended June 30, 1996 to $20.23 for the same period in 1997,  while
the average price  received per mcf of gas increased  slightly from $2.16 during
the six months  ended June 30, 1996 to $2.17 in 1997.  The market  price for oil
and gas has been extremely volatile in the past decade, and management expects a
certain  amount  of  volatility  to  continue  in the  foreseeable  future.  The
Partnership  may  therefore  sell its future oil and gas  production  at average
prices lower or higher than that  received  during the six months ended June 30,
1997.

Salvage  income of $3,072,  received  during the six months ended June 30, 1997,
was derived from equipment disposals on one saltwater disposal well.

On April 29, 1996, Southmark  Corporation,  the managing general partner and the
Partnership entered into a final $7.4 million settlement  agreement with Jack N.
Price resolving all outstanding litigation between the parties. As a result, all
of the pending lawsuits and judgments have been dismissed,  the supersedeas bond
released,  and the Reserve  released as  collateral.  On June 28,  1996, a final
distribution  was made to the  working  interest  owners  of  $1,055,353,  which
included  $825,594,   or  $42.48  per  limited  partnership   interest,  to  the
Partnership and its partners.

Costs and Expenses:

Total costs and expenses decreased to $628,502 for the six months ended June 30,
1997 as compared to $665,232 for the same period in 1996, a decrease of $36,730,
or 6%. This decrease was due to reductions  in depletion,  production  costs and
general and administrative expenses ("G&A").

Production  costs  were  $439,628  for the six months  ended  June 30,  1997 and
$454,322 for the same period in 1996 resulting in a $14,694 decrease, or 3%. The
decrease was primarily due to a decline in well repair and maintenance costs.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
decreased,  in aggregate, 3% from $29,392 for the six months ended June 30, 1996
to $28,435 for the same period in 1997.

Depletion  was  $160,439  for the six months  ended June 30,  1997  compared  to
$181,518 for the same period in 1996.  This  represented a decrease in depletion
of $21,079, or 12%, attributable to a decline in oil production of 1,621 barrels
for the six months ended June 30, 1997, compared to the same period in 1996, and
declines in  depreciation  rates due to upward reserve  revisions on significant
properties.

Three months ended June 30, 1997 compared with three months ended
  June 30, 1996

Revenues:

The Partnership's  oil and gas revenues  decreased 16% to $405,039 from $479,847
for the three  months  ended June 30, 1997 as compared to the three months ended

                                        8

<PAGE>



June 30,  1996.  The decrease in revenues  resulted  from lower  average  prices
received  per barrel of oil and mcf of gas and a 6%  decrease  in barrels of oil
produced and sold, offset by a 3% increase in mcf of gas produced and sold.

For the three  months  ended  June 30,  1997,  14,733  barrels  of oil were sold
compared to 15,705 for the same period in 1996, a decrease of 972  barrels.  For
the three months ended June 30,  1997,  63,916 mcf of gas were sold  compared to
61,825 for the same period in 1996,  an increase of 2,091 mcf.  The  decrease in
oil production  volumes was primarily due to the decline  characteristics of the
Partnership's oil properties.  The increase in gas production volumes was due to
operational changes on several of the Partnership's gas properties.

The average  price  received per barrel of oil  decreased  $3.35,  or 15%,  from
$22.09 for the three  months  ended June 30, 1996 to $18.74 for the three months
ended June 30, 1997.  The average price  received per mcf of gas decreased 6% to
$2.02 for the three months ended June 30, 1997 from $2.15 in 1996.

Salvage income of $3,072,  received during the three months ended June 30, 1997,
was derived from equipment disposals on one saltwater disposal well.

On April 29, 1996, Southmark  Corporation,  the managing general partner and the
Partnership entered into a final $7.4 million settlement  agreement with Jack N.
Price resolving all outstanding litigation between the parties. As a result, all
of the pending lawsuits and judgments have been dismissed,  the supersedeas bond
released,  and the Reserve  released as  collateral.  On June 28,  1996, a final
distribution  was made to the  working  interest  owners  of  $1,055,353,  which
included  $825,594,   or  $42.48  per  limited  partnership   interest,  to  the
Partnership and its partners.

Costs and Expenses:

Total costs and  expenses  decreased to $306,517 for the three months ended June
30,  1997 as compared  to  $321,734  for the same period in 1996,  a decrease of
$15,217,  or 5%.  This  decrease  was  due to  declines  in  depletion,  G&A and
production costs.

Production  costs were  $211,953  for the three  months  ended June 30, 1997 and
$212,880 for the same period in 1996 resulting in a $927 decrease.  The decrease
was due to a decline in production  taxes,  offset by an increase in well repair
and maintenance costs incurred in an effort to stimulate well production.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
decreased,  in  aggregate,  20% from $16,463 for the three months ended June 30,
1996 to $13,137 for the same period in 1997.

Depletion  was $81,427  for the three  months  ended June 30,  1997  compared to
$92,391 for the same period in 1996. This represented a decrease in depletion of
$10,964,  or 12%.  This  decrease was due to a decline in oil  production of 972
barrels for the three months ended June 30, 1997, compared to the same period in
1996,  and declines in  depreciaiton  rates due to upward  reserve  revisions on
significant properties.
                                        9

<PAGE>



Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  decreased  $905,717  during the six
months  ended  June 30,  1997 from the same  period  ended June 30,  1996.  This
decrease  resulted  primarily  from the  receipt  of  proceeds  in 1996 from the
litigation  settlement  as discussed in Item 2, offset by an increase in oil and
gas receipts and a decrease in production costs paid during 1997.

Net Cash Used in Investing Activities

The  Partnership's  principal  investing  activities during the six months ended
June 30, 1997 and 1996  included  equipment  replacement  on various oil and gas
properties.

Proceeds of $3,072 were received for the six months ended June 30, 1997 from the
disposal of equipment on one saltwater disposal well.

Net Cash Used in Financing Activities

Cash  was   sufficient  for  the  six  months  ended  June  30,  1997  to  cover
distributions  to the partners of $479,175 of which $125,459 was  distributed to
the general partners and $353,716 to the limited  partners.  For the same period
ended June 30, 1996,  cash was sufficient for  distributions  to the partners of
$1,418,281  of which  $322,541  was  distributed  to the  general  partners  and
$1,095,740  to the  limited  partners.  Cash  distributions  to the  partners of
$1,418,281  for the six months  ended June 30,  1996  included  $229,759  to the
general  partners and $825,594 to the limited  partners  resulting from proceeds
received in the litigation settlement, as discussed in Item 2.

It is expected  that future net cash  provided by operating  activities  will be
sufficient for any capital expenditures and any distributions. As the production
from the properties declines, distributions are also expected to decrease.

- ---------------
(1)    "Item 2. Management's  Discussion and Analysis of Financial Condition and
       Results of Operations"  contains forward looking  statements that involve
       risks and uncertainties. Accordingly, no assurances can be given that the
       actual  events and  results  will not be  materially  different  than the
       anticipated results described in the forward looking statements.

                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K

(a)    Exhibits
       27.   Financial Data Schedule

(b)    Reports on Form 8-K - none

                                       10

<PAGE>


                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)



                               S I G N A T U R E S



      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.


                                       PARKER & PARSLEY 84-A, LTD.

                                  By:  Parker & Parsley Development L.P.,
                                        Managing General Partner
                                        By: Parker & Parsley Petroleum USA, Inc.
                                             ("PPUSA"), General Partner




Dated:  August 12, 1997           By:   /s/ Rich Dealy
                                       -------------------------------
                                       Rich Dealy, Controller of PPUSA




                                       11

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000757545
<NAME> 84A.
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         203,999
<SECURITIES>                                         0
<RECEIVABLES>                                  218,596
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               422,595
<PP&E>                                      18,214,204
<DEPRECIATION>                              14,424,865
<TOTAL-ASSETS>                               4,211,934
<CURRENT-LIABILITIES>                           54,180
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,157,754
<TOTAL-LIABILITY-AND-EQUITY>                 4,211,934
<SALES>                                        864,492
<TOTAL-REVENUES>                               873,845
<CGS>                                                0
<TOTAL-COSTS>                                  628,502
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                245,343
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            245,343
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   245,343
<EPS-PRIMARY>                                     8.22
<EPS-DILUTED>                                        0
        

</TABLE>


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