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, 1996, 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. 33-12244-02
PARKER & PARSLEY 87-B, LTD.
(Exact name of Registrant as specified in its charter)
Texas 75-2185706
(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 14 pages.
There are no exhibits.
<PAGE>
PARKER & PARSLEY 87-B, LTD.
(A Texas Limited Partnership)
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
March 31, December 31,
1996 1995
------------ ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents, including
interest bearing deposits of
$213,954 at March 31 and $184,717
at December 31 $ 215,880 $ 186,643
Accounts receivable - oil and gas sales 171,640 164,219
----------- -----------
Total current assets 387,520 350,862
Oil and gas properties - at cost, based
on the successful efforts accounting
method 15,267,202 15,255,391
Accumulated depletion (10,261,878) (10,152,372)
----------- -----------
Net oil and gas properties 5,005,324 5,103,019
----------- -----------
$ 5,392,844 $ 5,453,881
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable - affiliate $ 110,192 $ 82,627
Partners' capital:
Limited partners (20,089 interests) 5,230,104 5,317,608
Managing general partner 52,548 53,646
----------- -----------
5,282,652 5,371,254
----------- -----------
$ 5,392,844 $ 5,453,881
=========== ===========
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.
2
<PAGE>
PARKER & PARSLEY 87-B, LTD.
(A Texas Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
March 31,
1996 1995
---------- ----------
Revenues:
Oil and gas sales $ 413,646 $ 432,767
Interest income 2,658 2,305
Salvage income from equipment disposals 13,120 -
--------- ---------
Total revenues 429,424 435,072
Costs and expenses:
Production costs 187,570 209,970
General and administrative expenses 12,409 12,983
Depletion 109,506 167,502
Abandoned property costs 6,202 -
--------- ---------
Total costs and expenses 315,687 390,455
--------- ---------
Net income $ 113,737 $ 44,617
========= =========
Allocation of net income:
Managing general partner $ 1,138 $ 446
========= =========
Limited partners $ 112,599 $ 44,171
========= =========
Net income per limited partnership
interest $ 5.60 $ 2.20
========= =========
Distributions per limited partnership
interest $ 9.96 $ 9.73
========= =========
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.
3
<PAGE>
PARKER & PARSLEY 87-B, LTD.
(A Texas Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
(Unaudited)
Managing
general Limited
partner partners Total
----------- ----------- -----------
Balance at January 1, 1995 $ 72,216 $ 7,153,753 $ 7,225,969
Distributions (1,975) (195,504) (197,479)
Net income 446 44,171 44,617
---------- ---------- ----------
Balance at March 31, 1995 $ 70,687 $ 7,002,420 $ 7,073,107
========== ========== ==========
Balance at January 1, 1996 $ 53,646 $ 5,317,608 $ 5,371,254
Distributions (2,236) (200,103) (202,339)
Net income 1,138 112,599 113,737
---------- ---------- ----------
Balance at March 31, 1996 $ 52,548 $ 5,230,104 $ 5,282,652
========== ========== ==========
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 87-B, LTD.
(A Texas Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended
March 31,
1996 1995
---------- ----------
Cash flows from operating activities:
Net income $ 113,737 $ 44,617
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depletion 109,506 167,502
Salvage income from equipment disposals (13,120) -
Changes in assets and liabilities:
Increase in accounts receivable (7,421) (27,866)
Increase in accounts payable 25,460 23,685
--------- ---------
Net cash provided by operating
activities 228,162 207,938
Cash flows from investing activities:
(Additions) disposals of oil and gas
properties (9,706) 2,276
Proceeds from salvage income on equipment
disposals 13,120 -
--------- ---------
Net cash provided by investing activities 3,414 2,276
Cash flows from financing activities:
Cash distributions to partners (202,339) (197,479)
--------- ---------
Net increase in cash and cash equivalents 29,237 12,735
Cash and cash equivalents at beginning
of period 186,643 131,056
--------- ---------
Cash and cash equivalents at end of period $ 215,880 $ 143,791
========= =========
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 87-B, LTD.
(A Texas Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
March 31, 1996
(Unaudited)
NOTE 1.
Parker & Parsley 87-B, Ltd. (the "Registrant") is a limited partnership
organized in 1987 under the laws of the State of Texas.
The Registrant engages primarily in oil and gas development and production in
Texas and Colorado and is not involved in any industry segment other than oil
and gas.
NOTE 2.
In the opinion of management, the unaudited financial statements as of March 31,
1996 of the Registrant 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 Registrant's Report on Form
10-K for the year ended December 31, 1995, 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.
NOTE 3.
On May 25, 1993, a final settlement agreement was negotiated, drafted and
finally executed, ending litigation which had begun on September 5, 1989, when
the Registrant filed suit along with other parties against Dresser Industries,
Inc.; Titan Services, Inc.; BJ-Titan Services Company; BJ- Hughes Holding
Company; Hughes Tool Company; Baker Hughes Production Tools, Inc.; and Baker
Hughes Incorporated alleging that the defendants had intentionally failed to
provide the materials and services ordered and paid for by the Registrant and
other parties in connection with the fracturing and acidizing of 523 wells, and
then fraudulently concealed the shorting practice from Parker & Parsley
Development L.P. ("PPDLP"). The May 25, 1993 settlement agreement called for a
payment of $115 million in cash by the defendants, and Southmark, the
6
<PAGE>
Registrant, and the other plaintiffs indemnified the defendants against the
claims of Jack N. Price. The managing general partner received the funds,
deducted incurred legal expenses, accrued interest, determined the general
partner's portion of the funds and calculated any inter-partnership allocations.
On May 3, 1993, Jack N. Price, the attorney who represented Gary G. "Zeke"
Lancaster in the Federal Court lawsuit, filed suit in State Court in Beaumont
against all of the plaintiff partnerships, including the Registrant and others,
alleging his entitlement to 12% of the settlement proceeds. Price's lawsuit
claim for approximately $13.8 million is predicated on a purported contract
entered into with Southmark Corporation in August 1988 in which he allegedly
binds the Registrant and the other defendants, as well as Southmark. Although
PPDLP believes the lawsuit was without merit and has vigorously defended it,
PPDLP has held in reserve approximately 12.5% of the total settlement (the
"Reserve") pending final resolution of the litigation.
A distribution of $91,000,000 was made to the working interest owners, including
the Registrant, on July 30, 1993. The limited partners received their
distribution of $5,741,966, or $285.83 per limited partnership interest, in
September 1993. The allocation of the lawsuit settlement amount was based on the
original verdict entered on October 26, 1990. The allocation to the working
interest owners in each well (including the Registrant) was based on a ratio of
the relative amount of damages due to overcharges for services and materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant, damages for
Materials were allocated between the partners based on their original sharing
percentages for costs of acquiring and/or drilling of wells. Similarly, damages
related to Production were allocated to the partners in the Registrant based on
their respective share of revenues from the subject wells.
As a condition of the purchase by Parker & Parsley Petroleum Company of Parker &
Parsley Development Company ("PPDC"), which was merged into PPDLP on January 1,
1995, from its former parent in May 1989, PPDC's interest in the lawsuit and
subsequent settlement was retained by the former parent. Consequently, all of
PPDC's share of the settlement related to its separately held interests in the
wells and its partnership interests in the sponsored partnerships (except that
portion allocable to interests acquired by PPDC after May 1989) was paid to the
former parent.
On September 20, 1995, the Beaumont trial judge entered a summary judgment
against Southmark for the $13,790,000 contingent fee sought by Price, together
with prejudgment interest, and also awarded Price an additional $5,498,525 in
attorneys' fees. On January 22, 1996, the trial judge entered an interlocutory
7
<PAGE>
summary judgment against Dresser Industries and Baker Hughes for an amount yet
to be determined. Pursuant to their indemnity obligations, the Registrant,
Southmark, PPDLP and other original plaintiffs have vigorously protected the
rights of both Dresser and Baker Hughes. Southmark has vigorously pursued its
appeal of the judgment, and has posted a supersedeas bond using the Reserve as
collateral. On April 29, 1996, all of the parties, including the Registrant and
Southmark, entered into a $7.4 million settlement with Price which fully and
finally resolves all of the litigation and disputes between the parties,
including the Registrant's indemnity obligations to Dresser and Baker Hughes.
Pursuant to the settlement agreement, all of the pending lawsuits and judgments
will be dismissed, the supersedeas bond released, and the Reserve released as
collateral. It is expected that before the end of the third quarter, the
necessary dismissals and releases will be effected, the managing general partner
will conduct an accounting of income and expenses among the parties, and a final
distribution will be made to the working interest owners, including the
Registrant and its partners.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS(1)
The Registrant was formed November 25, 1987. On January 1, 1995, Parker &
Parsley Development L.P. ("PPDLP"), a Texas limited partnership, became the sole
managing general partner of the Registrant, by acquiring the rights and assuming
the obligations of Parker & Parsley Development Company ("PPDC"). PPDLP acquired
PPDC's rights and obligations as managing general partner of the Registrant in
connection with the merger of PPDC, P&P Producing, Inc. and Spraberry
Development Corporation into MidPar L.P., which survived the merger with a
change of name to PPDLP. The sole general partner of PPDLP is Parker & Parsley
Petroleum USA, Inc. PPDLP has the power and authority to manage, control and
administer all Registrant affairs. The limited partners contributed $20,089,000
representing 20,089 interests ($1,000 per interest) sold to a total of 1,603
subscribers.
Since its formation, the Registrant invested $17,562,270 in various prospects
that were drilled in Texas and Colorado. One well was determined to be a dry
hole in a previous year and four wells have been plugged and abandoned; one in
1990, one in 1994 and two in 1995. Three wells have been sold; one in 1994 and
two in 1995. At March 31, 1996, the Registrant had 56 producing oil and gas
wells.
8
<PAGE>
Results of Operations
Revenues:
The Registrant's oil and gas revenues decreased to $413,646 from $432,767 for
the three months ended March 31, 1996 and 1995, respectively, a decrease of 4%.
The decrease in revenues resulted from a 16% decline in barrels of oil produced
and sold and a 15% decline in mcf of gas produced and sold, offset by increases
in the average prices received per barrel of oil and mcf of gas. For the three
months ended March 31, 1996, 15,826 barrels of oil were sold compared to 18,885
for the same period in 1995, a decrease of 3,059 barrels. For the three months
ended March 31, 1996, 51,852 mcf of gas were sold compared to 61,308 for the
same period in 1995, a decrease of 9,456 mcf. The decrease in production volumes
was due to the decline characteristics of the Registrant's oil properties.
Management expects a certain amount of decline in production to continue in the
future until the Registrant's economically recoverable reserves are fully
depleted.
The average price received per barrel of oil increased $1.90, or 11%, from
$17.12 for the three months ended March 31, 1995 to $19.02 for the same period
in 1996 while the average price received per mcf of gas increased 21% from $1.79
during the three months ended March 31, 1995 to $2.17 in 1996. 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 Registrant 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, 1996.
During the three months ended March 31, 1996, $13,120 in salvage income was
derived from equipment credits received from the disposal of oil and gas
equipment on one well abandoned in a prior year.
Costs and Expenses:
Total costs and expenses decreased to $315,687 for the three months ended March
31, 1996 as compared to $390,455 for the same period in 1995, a decrease of
$74,768, or 19%. This decrease was due to declines in production costs,
depletion and general and administrative expenses ("G&A"), offset by an increase
in abandoned property costs.
Production costs were $187,570 for the three months ended March 31, 1996 and
$209,970 for the same period in 1995, resulting in a $22,400 decrease, or 11%.
The decrease was attributable to reductions in well repair and maintenance
expenses.
9
<PAGE>
G&A's components are independent accounting and engineering fees, computer
services, postage and managing general partner personnel costs. During this
period, G&A decreased, in aggregate, 4% from $12,983 for the three months ended
March 31, 1995 to $12,409 for the same period in 1996. The Partnership agreement
limits G&A to 3% of gross oil and gas revenues.
Abandoned property costs totaled $6,202 during the three months ended March 31,
1996. These costs were incurred on one well plugged and abandoned during 1995.
Depletion was $109,506 for the three months ended March 31, 1996 compared to
$167,502 for the same period in 1995. This represented a decrease in depletion
of $57,096, or 35%, primarily attributable to the adoption of the provisions of
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" the
fourth quarter of 1995 and the reduction of net depletable basis resulting from
the charge taken upon such adoption. Depletion was computed property-by-property
utilizing the unit-of-production method based upon the dominant mineral
produced, generally oil. Oil production decreased 3,059 barrels for the three
months ended March 31, 1996 from the same period in 1995, while oil reserves of
barrels were revised downward by 12,813 barrels.
On May 25, 1993, a final settlement agreement was negotiated, drafted and
finally executed, ending litigation which had begun on September 5, 1989, when
the Registrant filed suit along with other parties against Dresser Industries,
Inc.; Titan Services, Inc.; BJ-Titan Services Company; BJ- Hughes Holding
Company; Hughes Tool Company; Baker Hughes Production Tools, Inc.; and Baker
Hughes Incorporated alleging that the defendants had intentionally failed to
provide the materials and services ordered and paid for by the Registrant and
other parties in connection with the fracturing and acidizing of 523 wells, and
then fraudulently concealed the shorting practice from PPDLP. The May 25, 1993
settlement agreement called for a payment of $115 million in cash by the
defendants, and Southmark, the Registrant, and the other plaintiffs indemnified
the defendants against the claims of Jack N. Price. The managing general partner
received the funds, deducted incurred legal expenses, accrued interest,
determined the general partner's portion of the funds and calculated any
inter-partnership allocations.
On May 3, 1993, Jack N. Price, the attorney who represented Gary G. "Zeke"
Lancaster in the Federal Court lawsuit, filed suit in State Court in Beaumont
against all of the plaintiff partnerships, including the Registrant and others,
alleging his entitlement to 12% of the settlement proceeds. Price's lawsuit
claim for approximately $13.8 million is predicated on a purported contract
entered into with Southmark Corporation in August 1988 in which he allegedly
10
<PAGE>
binds the Registrant and the other defendants, as well as Southmark. Although
PPDLP believes the lawsuit was without merit and has vigorously defended it,
PPDLP has held in reserve approximately 12.5% of the total settlement (the
"Reserve") pending final resolution of the litigation.
A distribution of $91,000,000 was made to the working interest owners, including
the Registrant, on July 30, 1993. The limited partners received their
distribution of $5,741,966, or $285.83 per limited partnership interest, in
September 1993. The allocation of the lawsuit settlement amount was based on the
original verdict entered on October 26, 1990. The allocation to the working
interest owners in each well (including the Registrant) was based on a ratio of
the relative amount of damages due to overcharges for services and materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant, damages for
Materials were allocated between the partners based on their original sharing
percentages for costs of acquiring and/or drilling of wells. Similarly, damages
related to Production were allocated to the partners in the Registrant based on
their respective share of revenues from the subject wells.
As a condition of the purchase by Parker & Parsley Petroleum Company of PPDC,
which was merged into PPDLP on January 1, 1995, from its former parent in May
1989, PPDC's interest in the lawsuit and subsequent settlement was retained by
the former parent. Consequently, all of PPDC's share of the settlement related
to its separately held interests in the wells and its partnership interests in
the sponsored partnerships (except that portion allocable to interests acquired
by PPDC after May 1989) was paid to the former parent.
On September 20, 1995, the Beaumont trial judge entered a summary judgment
against Southmark for the $13,790,000 contingent fee sought by Price, together
with prejudgment interest, and also awarded Price an additional $5,498,525 in
attorneys' fees. On January 22, 1996, the trial judge entered an interlocutory
summary judgment against Dresser Industries and Baker Hughes for an amount yet
to be determined. Pursuant to their indemnity obligations, the Registrant,
Southmark, PPDLP and other original plaintiffs have vigorously protected the
rights of both Dresser and Baker Hughes. Southmark has vigorously pursued its
appeal of the judgment, and has posted a supersedeas bond using the Reserve as
collateral. On April 29, 1996, all of the parties, including the Registrant and
Southmark, entered into a $7.4 million settlement with Price which fully and
finally resolves all of the litigation and disputes between the parties,
including the Registrant's indemnity obligations to Dresser and Baker Hughes.
11
<PAGE>
Pursuant to the settlement agreement, all of the pending lawsuits and judgments
will be dismissed, the supersedeas bond released, and the Reserve released as
collateral. It is expected that before the end of the third quarter, the
necessary dismissals and releases will be effected, the managing general partner
will conduct an accounting of income and expenses among the parties, and a final
distribution will be made to the working interest owners, including the
Registrant and its partners.
Liquidity and Capital Resources
Net Cash Provided by Operating Activities:
Net cash provided by operating activities increased to $228,162 during the three
months ended March 31, 1996, a $20,224 increase from the same period ended March
31, 1995. This increase was primarily attributable to a decline in expenditures
for production costs, resulting from reductions in well repair and maintenance.
Net Cash Provided by Investing Activities:
The Registrant's investing activities for the three months ended March 31, 1996
included $9,706 in expenditures related to repair and maintenance activity on
various oil and gas properties. For the three months ended March 31, 1995,
$2,276 was received from the disposal of oil and gas equipment on active
properties.
Proceeds from salvage income of $13,120 were received during the three months
ended March 31, 1996 from the sale of oil and gas equipment on a well abandoned
in a prior year.
Net Cash Used in Financing Activities:
Cash was sufficient for the three months ended March 31, 1996 to cover
distributions to the partners of $202,339 of which $200,103 was distributed to
the limited partners and $2,236 to the managing general partner. For the same
period ended March 31, 1995, cash was sufficient for distributions to the
partners of $197,479 of which $195,504 was distributed to the limited partners
and $1,975 to the managing general partner.
12
<PAGE>
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 1. LEGAL PROCEEDINGS
The Registrant is a party to material litigation which is described in Note 3 of
Notes to Financial Statements above.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - none
(b) Reports on Form 8-K - none
13
<PAGE>
PARKER & PARSLEY 87-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 87-B, LTD.
By: Parker & Parsley Development L.P.,
Managing General Partner
By: Parker & Parsley Petroleum USA, Inc.
("PPUSA"), General Partner
Dated: May 13, 1996 By: /s/ Steven L. Beal
----------------------------------------
Steven L. Beal, Senior Vice
President and Chief Financial
Officer of PPUSA
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000811000
<NAME> 87B.TXT
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 215,880
<SECURITIES> 0
<RECEIVABLES> 171,640
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 387,520
<PP&E> 15,267,202
<DEPRECIATION> 10,261,878
<TOTAL-ASSETS> 5,392,8448
<CURRENT-LIABILITIES> 110,192
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,282,652
<TOTAL-LIABILITY-AND-EQUITY> 5,392,844
<SALES> 413,646
<TOTAL-REVENUES> 429,424
<CGS> 0
<TOTAL-COSTS> 315,687
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 113,737
<INCOME-TAX> 0
<INCOME-CONTINUING> 113,737
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 113,737
<EPS-PRIMARY> 5.60
<EPS-DILUTED> 0
</TABLE>
