PARKER & PARSLEY 85-B LTD
10-Q, 1997-05-08
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 March 31, 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. 2-99079B


                           PARKER & PARSLEY 85-B, LTD.
             (Exact name of Registrant as specified in its charter)


                    Texas                                    75-2075492
       (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 10 pages.

                             -There are no exhibits-



<PAGE>



                           PARKER & PARSLEY 85-B, LTD.

                                TABLE OF CONTENTS


                                                                         Page
                          Part I. Financial Information

Item 1.    Financial Statements

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

           Statements of Operations for the three months
             ended March 31, 1997 and 1996.............................    4

           Statement of Partners' Capital for the three months
             ended March 31, 1997......................................    5

           Statements of Cash Flows for the three months
             ended March 31, 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............................    9

           27.    Financial Data Schedule

           Signatures..................................................   10


                                        2

<PAGE>



                           PARKER & PARSLEY 85-B, LTD.
                          (A Texas Limited Partnership)

                          Part I. Financial Information

Item 1.   Financial Statements

                                 BALANCE SHEETS
                                                     March 31,      December 31,
                                                      1997             1996
                                                   -----------      -----------
                                                   (Unaudited)
                       ASSETS

Current assets:
 Cash and cash equivalents, including interest
   bearing deposits of $97,055 at March 31
   and $59,099 at December 31                      $    97,230      $    77,190
 Accounts receivable - oil and gas sales                81,687           94,494
                                                    ----------       ----------
        Total current assets                           178,917          171,684
                                                    ----------       ----------
Oil and gas properties - at cost, based on the
 on the successful efforts accounting method         5,299,759        5,299,608
Accumulated depletion                               (3,669,802)      (3,639,795)
                                                    ----------       ----------
        Net oil and gas properties                   1,629,957        1,659,813
                                                    ----------       ----------
                                                   $ 1,808,874      $ 1,831,497
                                                    ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
 Accounts payable - affiliate                      $    29,886      $    14,174

Partners' capital:
 Managing general partner                               18,139           18,522
 Limited partners (7,988 interests)                  1,760,849        1,798,801
                                                    ----------       ----------
                                                     1,778,988        1,817,323
                                                    ----------       ----------
                                                   $ 1,808,874      $ 1,831,497
                                                    ==========       ==========

  The financial information included as of March 31, 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 85-B, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                        Three months ended
                                                              March 31,
                                                     -------------------------
                                                        1997           1996
                                                     ---------      ----------
Revenues:
  Oil and gas                                        $ 146,856       $ 130,902
  Interest                                               1,210             949
                                                      --------        --------
                                                       148,066         131,851
                                                      --------        --------
Costs and expenses:
  Oil and gas production                                59,198          65,206
  General and administrative                             4,406           3,927
  Depletion                                             30,007          33,636
                                                      --------        --------
                                                        93,611         102,769
                                                      --------        --------
Net income                                           $  54,455       $  29,082
                                                      ========        ========
Allocation of net income:
  Managing general partner                           $     545       $     291
                                                      ========        ========
  Limited partners                                   $  53,910       $  28,791
                                                      ========        ========
Net income per limited partnership interest          $    6.75       $    3.60
                                                      ========        ========
Distributions per limited partnership interest       $   11.50       $    6.50
                                                      ========        ========



         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 85-B, LTD.
                          (A Texas Limited Partnership)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)




                                     Managing
                                     general        Limited
                                     partner        partners           Total
                                    ---------      -----------      -----------


Balance at January 1, 1997          $  18,522      $ 1,798,801      $ 1,817,323

  Distributions                          (928)         (91,862)         (92,790)

  Net income                              545           53,910           54,455
                                     --------       ----------       ----------

Balance at March 31, 1997           $  18,139      $ 1,760,849      $ 1,778,988
                                     ========       ==========       ==========



         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 85-B, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                          Three months ended
                                                                March 31,
                                                       ------------------------
                                                          1997          1996
                                                       ----------    ----------

Cash flows from operating activities:
  Net income                                           $   54,455    $   29,082
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depletion                                             30,007        33,636
  Changes in assets and liabilities:
     (Increase) decrease in accounts receivable            12,807       (24,893)
     Increase (decrease) in accounts payable               15,712        (2,747)
                                                        ---------     ---------
        Net cash provided by operating activities         112,981        35,078
                                                        ---------     ---------
Cash flows from investing activities:
  Additions to oil and gas equipment                         (151)          (21)

Cash flows from financing activities:
  Cash distributions to partners                          (92,790)      (52,446)
                                                        ---------     ---------
Net increase (decrease) in cash and cash equivalents       20,040       (17,389)
Cash and cash equivalents at beginning of period           77,190        77,485
                                                        ---------     ---------
Cash and cash equivalents at end of period             $   97,230    $   60,096
                                                        =========     =========


         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 85-B, LTD.
                          (A Texas Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997
                                   (Unaudited)


Note 1.     Organization and nature of operations

Parker &  Parsley  85-B,  L.P.  (the  "Partnership")  is a  limited  partnership
organized in 1985 under the laws of the State of Texas.

The Partnership  engages  primarily in oil and gas development and production in
Texas and is not involved in any industry segment other than oil and gas.

Note 2.     Basis of presentation

In the opinion of management, the unaudited financial statements as of March 31,
1997 of the Partnership  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.  However,  these interim results are not
necessarily indicative of results for a full year.

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
Steven L. Beal, Senior Vice President,  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

Revenues:

The Partnership's  oil and gas revenues  increased to $146,856 from $130,902 for
the three  months  ended March 31, 1997 and 1996,  respectively,  an increase of
$15,954,  or 12%. The increase in revenues  resulted from higher  average prices
received per barrel of oil and mcf of gas, offset by a 7% decrease in barrels of
oil produced and sold and a 4% decrease in mcf of gas produced and sold. For the
three months ended March 31, 1997,  4,466  barrels of oil were sold  compared to
4,788 for the same  period in 1996,  a decrease  of 322  barrels.  For the three
months ended March 31, 1997,  16,651 mcf of gas were sold compared to 17,341 for
the same period in 1996,  a decrease of 690 mcf.  The  decreases  in  production
volumes were primarily due to the decline  characteristics  of the Partnership's
oil and gas properties.  Because of these characteristics,  management expects a
certain  amount of decline in  production  to continue  in the future  until the
Partnership's economically recoverable reserves are fully depleted.

                                        7

<PAGE>



The average  price  received per barrel of oil  increased  $2.94,  or 15%,  from
$19.33 for the three  months  ended March 31, 1996 to $22.27 for the same period
in 1997,  while the average  price  received per mcf of gas  increased  29% from
$2.21  during the three months ended March 31, 1996 to $2.85 for the same period
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  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 three
months ended March 31, 1997.

Costs and Expenses:

Total costs and  expenses  decreased to $93,611 for the three months ended March
31,  1997 as compared  to  $102,769  for the same period in 1996,  a decrease of
$9,158,  or 9%.  This  decrease  was due to  declines  in  production  costs and
depletion, offset by an increase in general and administrative expenses ("G&A").

Production  costs were  $59,198  for the three  months  ended March 31, 1997 and
$65,206 for the same period in 1996,  a decrease of $6,008,  or 9%. The decrease
was  principally  due to less well  repair and  maintenance  costs for the three
months ended March 31, 1997, compared to the same period in 1996.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
increased,  in  aggregate,  12% from $3,927 for the three months ended March 31,
1996 to $4,406 for the same period in 1997. The Partnership agreement limits G&A
to 3% of gross oil and gas revenues.

Depletion  was $30,007  for the three  months  ended March 31, 1997  compared to
$33,636 for the same period in 1996. This represented a decrease in depletion of
$3,629,   or 11%.  This decrease was primarily  attributable to a decline in oil
production  of 322 barrels for the three  months ended March 31, 1997,  compared
to the same period in 1996.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  increased  $77,903  during the three
months ended March 31, 1997 from the same period in 1996.  This increase was due
to an increase in oil and gas sales  receipts and a decrease in production  cost
expenditures.

Net Cash Used in Investing Activities

The Partnership's investing activities for the three months ended March 31, 1997
and  1996  were  related  to the  addition  of oil and gas  equipment  on active
properties.

                                        8

<PAGE>



Net Cash Used in Financing Activities

Cash  was  sufficient  for the  three  months  ended  March  31,  1997 to  cover
distributions to the partners of $92,790 of which $91,862 was distributed to the
limited partners and $928 to the managing  general partner.  For the same period
ended March 31, 1996, cash was sufficient for  distributions  to the partners of
$52,446 of which $51,922 was distributed to the limited partners and $524 to the
managing general partner.

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

                                        9

<PAGE>


                           PARKER & PARSLEY 85-B, 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 85-B, LTD.

                          By:    Parker & Parsley Development L.P.,
                                  Managing General Partner

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



Dated:  May 8, 1997       By:     /s/ Steven L. Beal
                                 --------------------------------------
                                 Steven L. Beal, Senior Vice President
                                  and Chief Financial Officer of PPUSA


                                       10

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000791231
<NAME> 85B.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          97,230
<SECURITIES>                                         0
<RECEIVABLES>                                   81,687
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               178,917
<PP&E>                                       5,299,759
<DEPRECIATION>                               3,669,802
<TOTAL-ASSETS>                               1,808,874
<CURRENT-LIABILITIES>                           29,886
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,778,988
<TOTAL-LIABILITY-AND-EQUITY>                 1,808,874
<SALES>                                        146,856
<TOTAL-REVENUES>                               148,066
<CGS>                                                0
<TOTAL-COSTS>                                   93,611
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 54,455
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             54,455
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    54,455
<EPS-PRIMARY>                                     6.75
<EPS-DILUTED>                                        0
        

</TABLE>


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