PARKER & PARSLEY 88 A L P
10-Q, 1996-05-14
CRUDE PETROLEUM & NATURAL GAS
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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, 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. 33-19659-01

                           PARKER & PARSLEY 88-A, L.P.
             (Exact name of Registrant as specified in its charter)

               Delaware                                     75-2225738
    (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 88-A, L.P.
                        (A Delaware 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 $205,329 at March 31 and
    $212,946 at December 31                        $   205,829     $   213,046
  Accounts receivable - oil and gas sales              142,362         136,424
                                                    ----------      ----------

         Total current assets                          348,191         349,470

Oil and gas properties - at cost, based on the
  successful efforts accounting method              10,060,704      10,059,560
    Accumulated depletion                           (6,355,892)     (6,287,308)
                                                    ----------      ----------

         Net oil and gas properties                  3,704,812       3,772,252
                                                    ----------      ----------

                                                   $ 4,053,003     $ 4,121,722
                                                    ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                     $    36,166     $    61,407

Partners' capital:
  Limited partners (12,935 interests)                3,976,427       4,019,470
  Managing general partner                              40,410          40,845
                                                    ----------      ----------

                                                     4,016,837       4,060,315
                                                    ----------      ----------

                                                   $ 4,053,003     $ 4,121,722
                                                    ==========      ==========

         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 88-A, L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                       Three months ended
                                                            March 31,
                                                       1996           1995
                                                    ----------     ----------
Revenues:
   Oil and gas sales                                $  311,476     $  302,817
   Interest income                                       2,617          2,093
                                                     ---------      ---------

          Total revenues                               314,093        304,910

Costs and expenses:
   Production costs                                    129,274        134,117
   General and administrative expenses                   9,344          9,085
   Depletion                                            68,584        103,700
                                                     ---------      ---------

          Total costs and expenses                     207,202        246,902
                                                     ---------      ---------

Net income                                          $  106,891     $   58,008
                                                     =========      =========

Allocation of net income:
   Managing general partner                         $    1,069     $      580
                                                     =========      =========

   Limited partners                                 $  105,822     $   57,428
                                                     =========      =========

Net income per limited partnership interest         $     8.18     $     4.44
                                                     =========      =========

Distributions per limited partnership interest      $    11.51     $    11.51
                                                     =========      =========

         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 88-A, L.P.
                        (A Delaware Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)




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

Balance at January 1, 1995         $    50,010     $ 4,926,608     $ 4,976,618

    Distributions                       (1,506)       (148,901)       (150,407)

    Net income                             580          57,428          58,008
                                    ----------      ----------      ----------

Balance at March 31, 1995          $    49,084     $ 4,835,135     $ 4,884,219
                                    ==========      ==========      ==========


Balance at January 1, 1996         $    40,845     $ 4,019,470     $ 4,060,315

    Distributions                       (1,504)       (148,865)       (150,369)

    Net income                           1,069         105,822         106,891
                                    ----------      ----------      ----------

Balance at March 31, 1996          $    40,410     $ 3,976,427     $ 4,016,837
                                    ==========      ==========      ==========



         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 88-A, L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                        Three months ended
                                                              March 31,
                                                        1996           1995
                                                     ----------     ----------
Cash flows from operating activities:
 Net income                                          $  106,891     $   58,008
 Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depletion                                           68,584        103,700
  Changes in assets and liabilities:
     Increase in accounts receivable                     (5,938)        (6,295)
     Increase (decrease) in accounts payable            (25,241)        11,874
                                                      ---------      ---------

      Net cash provided by operating activities         144,296        167,287

Cash flows from investing activities:
  Additions to oil and gas properties                    (1,144)        (1,191)

Cash flows from financing activities:
  Cash distributions to partners                       (150,369)      (150,407)
                                                      ---------      ---------

Net increase (decrease) in cash and cash
  equivalents                                            (7,217)        15,689
Cash and cash equivalents at beginning of period        213,046        118,721
                                                      ---------      ---------

Cash and cash equivalents at end of period           $  205,829     $  134,410
                                                      =========      =========



         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 88-A, L.P.
                        (A Delaware Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996
                                   (Unaudited)


NOTE 1.

Parker  &  Parsley  88-A,  L.P.  (the  "Registrant")  is a  limited  partnership
organized in 1988 under the laws of the State of Delaware.

The Registrant  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.

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.

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

The  Registrant  was formed June 30, 1988. 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  $12,935,000
representing  12,935  interests  ($1,000  per  interest)  sold to a total of 999
limited partners.

Since  its  formation,  the  Registrant  has  invested  $10,336,526  in  various
prospects that were drilled in Texas.  One well was plugged and abandoned during
1989. At March 31, 1996, the Registrant had 39 producing oil and gas wells.

                                        6

<PAGE>




Results of Operations

Revenues:

The  Registrant's  oil and gas revenues  increased to $311,476 from $302,817 for
the three months ended March 31, 1996 and 1995, respectively, an increase of 3%.
The  increase in revenues  resulted  from an 11%  increase in the average  price
received per barrel of oil and a 14% increase in the average price  received per
mcf of gas,  offset by a 10% decline in barrels of oil  produced  and sold and a
slight decline in mcf of gas produced and sold. For the three months ended March
31, 1996, 11,369 barrels of oil were sold compared to 12,628 for the same period
in 1995, a decrease of 1,259 barrels. For the three months ended March 31, 1996,
42,666 mcf of gas were sold  compared to 43,722 for the same  period in 1995,  a
decrease of 1,056 mcf. The decrease in  production  volumes was primarily 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 $1.86 from $17.22 for the
three  months  ended  March 31, 1995 to $19.08 for the same period in 1996 while
the average price  received per mcf of gas increased from $1.95 during the three
months  ended March 31, 1995 to $2.22 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.

Costs and Expenses:

Total costs and expenses  decreased to $207,202 for the three months ended March
31,  1996 as compared  to  $246,902  for the same period in 1995,  a decrease of
$39,700,  or 16%.  The  decline was due to a decrease  in  production  costs and
depletion, offset by an increase in general and administrative expenses ("G&A").

Production  costs were  $129,274  for the three  months ended March 31, 1996 and
$134,117 for the same period in 1995 resulting in a $4,843 decrease,  or 4%. The
decrease was due to declines in well repair and maintenance costs and ad valorem
taxes.

G&A consists of independent  accounting and engineering fees, computer services,
postage and managing general partner  personnel costs.  During this period,  G&A
increased,  in  aggregate,  3% from $9,085 for the three  months ended March 31,
1995 to $9,344 for the same period in 1996. The Partnership agreement limits G&A
to 3% of gross oil and gas revenues.

Depletion  was $68,584  for the three  months  ended March 31, 1996  compared to
$103,700 for the same period in 1995.  This  represented a decrease in depletion
of $35,116, or 34%, primarily  attributable to the adoption of the provisions of
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the

                                        7

<PAGE>



Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of"
effective  for 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 1,259 barrels
for the three  months  ended March 31, 1996 from the same period in 1995,  while
oil reserves of barrels were revised upward by 16,527 barrels, or 2%.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  decreased to $144,296 for the three
months ended March 31, 1996, a 14% decrease from the same period ended March 31,
1995. This decrease was due to an increase in expenditures for production costs,
offset by an increase in oil and gas sales receipts.  The increase in production
cost  expenditures was due to additional well repair and maintenance  costs. The
increase in oil and gas sales receipts was due to higher average prices received
for both oil and gas,  offset by a  decrease  in  barrels  of oil and mcf of gas
produced and sold.

Net Cash Used in Investing Activities

The Registrant's  principal  investing  activities during the three months ended
March 31, 1996 were for repair and  maintenance  activity on various oil and gas
properties.

Net Cash Used in Financing Activities

Cash  was  sufficient  for the  three  months  ended  March  31,  1996 to  cover
distributions  to the partners of $150,369 of which $148,865 was  distributed to
the limited partners and $1,504 to the managing  general  partner.  For the same
period  ended March 31,  1995,  cash was  sufficient  for  distributions  to the
partners of $150,407 of which $148,901 was  distributed to the limited  partners
and $1,506 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.

                                        8

<PAGE>



                           Part II. Other Information


Item 6.    Exhibits and Reports on Form 8-K

(a)   Exhibits - none

(b)   Reports on Form 8-K - none


                                        9

<PAGE>


                           PARKER & PARSLEY 88-A, L.P.
                        (A Delaware 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 88-A, L.P.

                                        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



                                       10

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000828186
<NAME> 88A.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         205,829
<SECURITIES>                                         0
<RECEIVABLES>                                  142,362
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               348,191
<PP&E>                                      10,060,704
<DEPRECIATION>                               6,355,892
<TOTAL-ASSETS>                               4,053,003
<CURRENT-LIABILITIES>                           36,166
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,016,837
<TOTAL-LIABILITY-AND-EQUITY>                 4,053,003
<SALES>                                        311,476
<TOTAL-REVENUES>                               314,093
<CGS>                                                0
<TOTAL-COSTS>                                  207,202
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                106,891
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            106,891
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   106,891
<EPS-PRIMARY>                                     8.18
<EPS-DILUTED>                                        0
        

</TABLE>


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