PARKER & PARSLEY 88 B L P
10-Q, 1995-11-13
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 September 30, 1995, 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. 33-19659-02

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

           Delaware                             75-2240121
(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.
                      There are no exhibits.


<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                          Part I. Financial Information

Item 1.   Financial Statements
                                 BALANCE SHEETS

                                                  September 30,    December 31,
                                                        1995           1994
                                                     (Unaudited)
                 ASSETS

Current assets:
  Cash and cash equivalents, including interest
     bearing deposits of $118,327 at September 30
     and $98,712 at December 31                    $  118,827      $   99,212
  Accounts receivable - oil and gas sales              92,374         109,649
                                                    ---------       ---------

          Total current assets                        211,201         208,861

Oil and gas properties - at cost, based on the
  successful efforts accounting method              7,110,412       7,102,206
     Accumulated depletion                         (3,790,354)     (3,529,153)
                                                    ---------       ---------

          Net oil and gas properties                3,320,058       3,573,053
                                                    ---------       ---------

                                                   $3,531,259      $3,781,914
                                                    =========       =========

    LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                     $   43,587      $   25,876

Partners' capital:
  Limited partners (8,954 interests)                3,452,827       3,718,508
  Managing general partner                             34,845          37,530
                                                    ---------       ---------

                                                    3,487,672       3,756,038
                                                    ---------       ---------

                                                   $3,531,259      $3,781,914
                                                    =========       =========



     The financial information included as of September 30, 1995 has been
     prepared by management without audit by independent public accountants.

     The accompanying notes are an integral part of these statements.

                                   2

<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                   Three months ended       Nine months ended
                                      September 30,           September 30,
                                 ---------------------   ---------------------
                                    1995        1994        1995        1994
                                 ---------   ---------   ---------   ---------
Revenues:
   Oil and gas sales             $ 212,774   $ 256,838   $ 673,219   $ 711,157
   Interest income                   2,258       1,584       5,972       3,290
                                  --------    --------    --------    --------

      Total revenues               215,032     258,422     679,191     714,447

Costs and expenses:
   Production costs                100,904     110,321     317,903     347,736
   General and administrative
     expenses                        6,354       7,301      20,167      20,931
   Depletion                        85,333      86,897     261,201     283,065
                                  --------    --------    --------    --------

      Total costs and expenses     192,591     204,519     599,271     651,732
                                  --------    --------    --------    --------

Net income                       $  22,441   $  53,903   $  79,920   $  62,715
                                  ========    ========    ========    ========

Allocation of net income:
   Managing general partner      $     224   $     539   $     799   $     627
                                  ========    ========    ========    ========

   Limited partners              $  22,217   $  53,364   $  79,121   $  62,088
                                  ========    ========    ========    ========

Net income per limited
   partnership interest          $    2.48   $    5.96   $    8.84   $    6.93
                                  ========    ========    ========    ========

Distributions per limited
   partnership interest          $   12.02   $   15.00   $   38.51   $   38.50
                                  ========    ========    ========    ========




     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 statements.

                                   3

<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)


                                        Managing
                                        general       Limited
                                        partner       partners        Total


Balance at January 1, 1994             $  42,228     $4,183,621     $4,225,849

    Distributions                         (3,483)      (344,740)      (348,223)

    Net income                               627         62,088         62,715
                                        --------      ---------      ---------

Balance at September 30, 1994          $  39,372     $3,900,969     $3,940,341
                                        ========      =========      =========


Balance at January 1, 1995             $  37,530     $3,718,508     $3,756,038

    Distributions                         (3,484)      (344,802)      (348,286)

    Net income                               799         79,121         79,920
                                        --------      ---------      ---------

Balance at September 30, 1995          $  34,845     $3,452,827     $3,487,672
                                        ========      =========      =========



     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 statements.

                                   4

<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                          Nine months ended
                                                             September 30,
                                                         1995           1994

Cash flows from operating activities:

  Net income                                          $  79,920      $  62,715
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depletion                                         261,201        283,065
  Changes in assets and liabilities:
      (Increase) decrease in accounts receivable         17,275         (6,946)
      Increase in accounts payable                       17,711         25,187
                                                       --------       --------

        Net cash provided by operating activities       376,107        364,021

Cash flows from investing activities:

  Additions to oil and gas properties                    (8,206)        (3,594)

Cash flows from financing activities:

  Cash distributions to partners                       (348,286)      (348,223)
                                                       --------       --------

Net increase in cash and cash equivalents                19,615         12,204
Cash and cash equivalents at beginning of period         99,212        109,852
                                                       --------       --------

Cash and cash equivalents at end of period            $ 118,827      $ 122,056
                                                       ========       ========



     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 statements.

                                     5

<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1995
                                   (Unaudited)


NOTE 1.

In the opinion of management, the unaudited financial statements as of September
30,  1995 of  Parker  &  Parsley  88-B,  L.P.  (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,  the results of operations for the nine months ended September
30, 1995 are not necessarily  indicative of the results for the full year ending
December 31, 1995.

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,  1994,  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

The Registrant was formed November 18, 1988. The managing general partner of the
Registrant  at  December  31,  1994 was  Parker &  Parsley  Development  Company
("PPDC") which was merged into Parker & Parsley  Development  L.P.  ("PPDLP") on
January 1, 1995. On January 1, 1995, PPDLP, a Texas limited partnership,  became
the sole managing general partner of the Registrant, by acquiring the rights and
assuming the  obligations of 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 LP.,
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  $8,954,000   representing  8,954  interests  ($1,000  per
interest) sold to a total of 715 limited partners.

Since its formation,  the Registrant  invested  $7,295,690 in various  prospects
that were  drilled in Texas.  At  September  30,  1995,  the  Registrant  had 42
producing oil and gas wells with one well plugged and abandoned in 1992.






                                    6

<PAGE>



RESULTS OF OPERATIONSs

Nine months ended September 30, 1995 compared with nine months ended
   September 30, 1994

REVENUES:

The  Registrant's  oil and gas revenues  decreased to $673,219 from $711,157 for
the nine months ended September 30, 1995 and 1994,  respectively,  a decrease of
5%. The  decrease  in  revenues  resulted  from an 11% decline in barrels of oil
produced and sold, an 11% decline in mcf of gas produced and sold and a decrease
in the  average  price  received  per mcf of gas,  offset by an  increase in the
average  price  received per barrel of oil. For the nine months ended  September
30, 1995, 30,297 barrels of oil were sold compared to 34,144 for the same period
in 1994, a decrease of 3,847  barrels.  For the nine months ended  September 30,
1995,  86,576 mcf of gas were sold  compared  to 97,444  for the same  period in
1994, a decrease of 10,868 mcf. The  decreases  are primarily due to the decline
characteristics  of the  Registrant'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 Registrant's  economically recoverable reserves
are fully depleted.

The average price received per barrel of oil increased $1.44, or 9%, from $15.81
for the nine months  ended  September  30, 1994 to $17.25 for the same period in
1995 while the average price received per mcf of gas decreased from $1.76 during
the nine months ended  September 30, 1994 to $1.74 in 1995. 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 nine months ended September
30, 1995.

COSTS AND EXPENSES:

Total  costs and  expenses  decreased  to  $599,271  for the nine  months  ended
September  30,  1995 as compared  to  $651,732  for the same  period in 1994,  a
decrease of  $52,461,  or 8%. This  decrease  was due to declines in  production
costs, general and administrative expenses ("G&A") and depletion.

Production  costs were $317,903 for the nine months ended September 30, 1995 and
$347,736 for the same period in 1994,  resulting in a $29,833  decrease,  or 9%.
The  decrease  was  due to  declines  in  well  repair  and  maintenance  costs,
production and ad valorem taxes.

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 $20,931 for the nine months ended
September  30,  1994 to $20,167  for the same  period in 1995.  The  Partnership
agreement limits G&A to 3% of gross oil and gas revenues.

Depletion was $261,201 for the nine months ended  September 30, 1995 compared to
$283,065 for the same period in 1994.  This  represented a decrease in depletion
of $21,864,  or 8%. Depletion was computed  quarterly on a  property-by-property
basis utilizing the unit-of-production

                                     7

<PAGE>



method based upon the dominant mineral  produced,  generally oil. Oil production
decreased  3,847  barrels for the nine months ended  September 30, 1995 from the
same period in 1994.  Depletion  expense for the nine months ended September 30,
1995 was calculated based on reserves computed  utilizing an oil price of $16.40
per  barrel.  Comparatively,  depletion  expense  for  the  three  months  ended
September 30, 1994 and June 30, 1994 was calculated  based on reserves  computed
utilizing  an oil price of $18.34 per barrel  while  depletion  expense  for the
three  months  ended March 31, 1994 was  calculated  based on reserves  computed
utilizing an oil price of $12.84 per barrel.

Three months ended September 30, 1995 compared with three months ended
  September 30, 1994

REVENUES:

The  Registrant's  oil and gas revenues  decreased to $212,774 from $256,838 for
the three months ended September 30, 1995 and 1994, respectively,  a decrease of
17%.  The  decrease  in revenues  resulted  from a 13% decline in barrels of oil
produced and sold, an 18% decline in mcf of gas produced and sold and a decrease
in the average  price  received  per barrel of oil and mcf of gas. For the three
months ended  September  30, 1995,  9,832  barrels of oil were sold  compared to
11,329 for the same period in 1994, a decrease of 1,497  barrels.  For the three
months ended September 30, 1995,  29,534 mcf of gas were sold compared to 35,804
for the same period in 1994, a decrease of 6,270 mcf.  The  decreases in oil and
gas  produced  and  sold  were  due  to  the  decline   characteristics  of  the
Registrant's oil and gas properties.

The average price received per barrel of oil decreased  $.74, or 4%, from $17.29
for the three months ended  September  30, 1994 to $16.55 for the same period in
1995,  while the average  price  received  per mcf of gas  decreased  from $1.70
during the three months ended September 30, 1994 to $1.69 in 1995.

COSTS AND EXPENSES:

Total costs and  expenses  decreased  to  $192,591  for the three  months  ended
September  30,  1995 as compared  to  $204,519  for the same  period in 1994,  a
decrease of  $11,928,  or 6%. This  decrease  was due to declines in  production
costs, G&A and depletion.

Production costs were $100,904 for the three months ended September 30, 1995 and
$110,321 for the same period in 1994 resulting in a $9,417 decrease,  or 9%. The
decrease was primarily due to a decline in well repair and maintenance costs.

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,  13% from $7,301 for the three months ended
September 30, 1994 to $6,354 for the same period in 1995.



                                     8

<PAGE>



Depletion was $85,333 for the three months ended  September 30, 1995 compared to
$86,897 for the same period in 1994. This represented a decrease in depletion of
$1,564.  Depletion  was  computed  quarterly  on  a  property-by-property  basis
utilizing  the  unit-of-production   method  based  upon  the  dominant  mineral
produced,  generally oil. Oil production  decreased  1,497 barrels for the three
months ended September 30, 1995 from the same period in 1994.  Depletion expense
for the three months ended  September 30, 1995 was calculated  based on reserves
computed utilizing an oil price of $16.40 per barrel while depletion expense for
the three  months  ended  September  30, 1994 was  calculated  based on reserves
computed utilizing an oil price of $18.34 per barrel.

LIQUIDITY AND CAPITAL RESOURCES

NET CASH PROVIDED BY OPERATING ACTIVITIES

Net cash provided by operating  activities increased to $376,107 during the nine
months  ended  September  30,  1995,  a 3% increase  from the same period  ended
September 30, 1994. This increase was due to a decrease in production  costs and
G&A, offset by a decline in oil and gas sales.  The decline in production  costs
was due to less well repair and maintenance costs and the decline in G&A was due
to less allocated  expenses by the managing general partner.  The decline in oil
and gas sales was due to a decline in barrels of oil and mcf of gas produced and
sold and a decline in the average price received for oil.

NET CASH USED IN INVESTING ACTIVITIES

The Registrant's  principal  investing  activities  during the nine months ended
September  30, 1995 was for repair and  maintenance  activity on various oil and
gas properties.

NET CASH USED IN FINANCING ACTIVITIES

Cash was  sufficient  for the nine  months  ended  September  30,  1995 to cover
distributions  to the partners of $348,286 of which $344,802 was  distributed to
the limited partners and $3,484 to the managing  general  partner.  For the same
period ended  September 30, 1994, cash was sufficient for  distributions  to the
partners of $348,223 of which $344,740 was  distributed to the limited  partners
and $3,483 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.

ACCOUNTING STANDARD ON IMPAIRMENT OF LONG-LIVED ASSETS

In March 1995,  the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 121 - Accounting for Impairment of Long-lived
Assets and for  Long-lived  Assets to Be Disposed Of ("FAS 121")  regarding  the
impairment of long-lived assets,  identifiable  intangibles and goodwill related
to those assets. FAS 121 is effective for financial  statements for fiscal years
beginning after December 15, 1995, although earlier adoption is encouraged.  The
application of

                                    9

<PAGE>



FAS 121 to oil and gas companies  utilizing the successful  efforts method (such
as the Registrant) will require periodic determination of whether the book value
of long-lived  assets  exceeds the future cash flows expected to result from the
use of such assets and, if so, will require  reduction of the carrying amount of
the "impaired" assets to their estimated fair values. There is currently a great
deal of uncertainty as to how FAS 121 will apply to oil and gas companies  using
the successful efforts method, including uncertainty regarding the determination
of expected  future cash flows from the relevant assets and, if an impairment is
determined  to exist,  their  estimated  fair value.  There is also  uncertainty
regarding the level at which the test might be applied.  Given this uncertainty,
the Registrant is currently unable to estimate the effect that FAS 121 will have
on the Registrant's results of operations for the period in which it is adopted.


                           PART II. OTHER INFORMATION

ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits - none

     (b)   Reports on Form 8-K - none




                                    10

<PAGE>


                           PARKER & PARSLEY 88-B, 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-B, L.P.

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

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




Dated:  November 9, 1995       By:   /s/ Steven L. Beal
                                      --------------------------------------
                                      Steven L. Beal, Senior Vice President
                                       and Chief Financial Officer of PPUSA





                                    11

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000828191
<NAME> 88BLP.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         118,827
<SECURITIES>                                         0
<RECEIVABLES>                                   92,374
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               211,201
<PP&E>                                       7,110,412
<DEPRECIATION>                               3,790,354
<TOTAL-ASSETS>                               3,531,259
<CURRENT-LIABILITIES>                           43,587
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   3,487,672
<TOTAL-LIABILITY-AND-EQUITY>                 3,531,259
<SALES>                                        673,219
<TOTAL-REVENUES>                               679,191
<CGS>                                                0
<TOTAL-COSTS>                                  599,271
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 79,920
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             79,920
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    79,920
<EPS-PRIMARY>                                     8.84
<EPS-DILUTED>                                        0
        

</TABLE>


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