PARKER & PARSLEY 88 B 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. 33-19659-02

                           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 10 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

                                                    March 31,      December 31,
                                                      1996            1995
                                                   -----------     -----------
                                                   (Unaudited)
                  ASSETS
Current assets:
  Cash and cash equivalents, including interest
    bearing deposits of $114,274 at March 31 and
    $125,830 at December 31                        $   114,774     $   126,330
  Accounts receivable - oil and gas sales              115,693         104,938
                                                    ----------      ----------

        Total current assets                           230,467         231,268

Oil and gas properties - at cost, based on the
  successful efforts accounting method               7,115,661       7,114,609
    Accumulated depletion                           (4,431,659)     (4,375,388)
                                                    ----------      ----------

        Net oil and gas properties                   2,684,002       2,739,221
                                                    ----------      ----------

                                                   $ 2,914,469     $ 2,970,489
                                                    ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                     $    31,847     $    52,562

Partners' capital:
  Limited partners (8,954 interests)                 2,853,827       2,888,779
  Managing general partner                              28,795          29,148
                                                    ----------      ----------

                                                     2,882,622       2,917,927
                                                    ----------      ----------

                                                   $ 2,914,469     $ 2,970,489
                                                    ==========      ==========

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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                       Three months ended
                                                            March 31,
                                                       1996           1995
                                                    ----------     ----------
Revenues:
  Oil and gas sales                                 $  231,746     $  239,038
  Interest income                                        1,612          1,695
                                                     ---------      ---------

        Total revenues                                 233,358        240,733

Costs and expenses:
  Production costs                                     100,430        112,356
  General and administrative expenses                    6,952          7,171
  Depletion                                             56,271         92,172
                                                     ---------      ---------

        Total costs and expenses                       163,653        211,699
                                                     ---------      ---------

Net income                                          $   69,705     $   29,034
                                                     =========      =========

Allocation of net income:
  Managing general partner                          $      697     $      290
                                                     =========      =========

  Limited partners                                  $   69,008     $   28,744
                                                     =========      =========

Net income per limited partnership interest         $     7.71     $     3.21
                                                     =========      =========

Distributions per limited partnership interest      $    11.61     $    13.80
                                                     =========      =========


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

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)




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

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

    Distributions                       (1,248)       (123,563)       (124,811)

    Net income                             290          28,744          29,034
                                    ----------      ----------      ----------

Balance at March 31, 1995          $    36,572     $ 3,623,689     $ 3,660,261
                                    ==========      ==========      ==========


Balance at January 1, 1996         $    29,148     $ 2,888,779     $ 2,917,927

    Distributions                       (1,050)       (103,960)       (105,010)

    Net income                             697          69,008          69,705
                                    ----------      ----------      ----------

Balance at March 31, 1996          $    28,795     $ 2,853,827     $ 2,882,622
                                    ==========      ==========      ==========





         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-B, 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                                          $   69,705     $   29,034
 Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depletion                                            56,271         92,172
  Changes in assets and liabilities:
    Increase in accounts receivable                     (10,755)        (4,484)
    Increase (decrease) in accounts payable             (19,954)        10,675
                                                      ---------      ---------

     Net cash provided by operating activities           95,267        127,397

Cash flows from investing activities:
  Additions to oil and gas properties                    (1,813)        (4,771)

Cash flows from financing activities:
  Cash distributions to partners                       (105,010)      (124,811)
                                                     ----------      ---------

Net decrease in cash and cash equivalents               (11,556)        (2,185)
Cash and cash equivalents at beginning of period        126,330         99,212
                                                     ----------      ---------

Cash and cash equivalents at end of period          $   114,774     $   97,027
                                                     ==========      =========



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

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996
                                   (Unaudited)


NOTE 1.

Parker  &  Parsley  88-B,  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  November  18,  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.  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  $7,300,938 in various  prospects
that were drilled in Texas.  One well was plugged and abandoned  during 1992. At
March 31, 1996, the Registrant had 42 producing oil and gas wells.

                                        6

<PAGE>



Results of Operations

Revenues:

The  Registrant's  oil and gas revenues  decreased to $231,746 from $239,038 for
the three months ended March 31, 1996 and 1995, respectively,  a decrease of 3%.
The decrease in revenues  resulted from a 12% decline in barrels of oil produced
and sold and a 16%  decline in mcf of gas  produced  and sold,  offset by an 11%
increase in the average  price  received per barrel of oil and a 15% increase in
the average price  received per mcf of gas. For the three months ended March 31,
1996,  9,395  barrels of oil were sold compared to 10,697 for the same period in
1995,  a decrease of 1,302  barrels.  For the three months ended March 31, 1996,
24,278 mcf of gas were sold  compared to 28,770 for the same  period in 1995,  a
decrease of 4,492 mcf. The volume  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 $1.81 from $17.16 for the
three months  ended March 31, 1995 to $18.97 for the same period in 1996,  while
the average price  received per mcf of gas increased from $1.93 during the three
months  ended March 31, 1995 to $2.21 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 $163,653 for the three months ended March
31,  1996 as compared  to  $211,699  for the same period in 1995,  a decrease of
$48,046,  or 23%. The decrease was due to declines in production costs,  general
and administrative expenses ("G&A") and depletion.

Production  costs were  $100,430  for the three  months ended March 31, 1996 and
$112,356 for the same period in 1995,  resulting in a $11,926 decrease,  or 11%.
The decrease was primarily due to a decline in well repair and maintenance costs
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,  3% from $7,171 for the three months ended
March 31, 1995 to $6,952 for the same period in 1996. The Partnership  agreement
limits G&A to 3% of gross oil and gas revenues.

Depletion  was $56,271  for the three  months  ended March 31, 1996  compared to
$92,172 for the same period in 1995. This represented a decrease in depletion of
$35,901,  or 39%,  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"
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

                                        7

<PAGE>



property-by-property  utilizing  the  unit-of-production  method  based upon the
dominant mineral produced, generally oil. Oil production decreased 1,302 barrels
for the three  months  ended March 31, 1996 from the same period in 1995,  while
oil reserves of barrels were revised upward by 22,324 barrels, or 4%.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities decreased to $95,267 during the three
months ended March 31, 1996, a $32,130,  or 25%,  decrease  from the same period
ended March 31, 1995. This decrease was due to an increase in  expenditures  for
production  costs and a decrease in oil and gas sales receipts.  The increase in
production cost  expenditures  was due to additional well repair and maintenance
costs. The decrease in oil and gas sales receipts was due to declines 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 $105,010 of which $103,960 was  distributed to
the limited partners and $1,050 to the managing  general  partner.  For the same
period  ended March 31,  1995,  cash was  sufficient  for  distributions  to the
partners of $124,811 of which $123,563 was  distributed to the limited  partners
and $1,248 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-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:  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> 0000828191
<NAME> 88B.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         114,774
<SECURITIES>                                         0
<RECEIVABLES>                                  115,693
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               230,467
<PP&E>                                       7,115,661
<DEPRECIATION>                               4,431,659
<TOTAL-ASSETS>                               2,914,469
<CURRENT-LIABILITIES>                           31,847
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   2,882,622
<TOTAL-LIABILITY-AND-EQUITY>                 2,914,469
<SALES>                                        231,746
<TOTAL-REVENUES>                               233,358
<CGS>                                                0
<TOTAL-COSTS>                                  163,653
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 69,705
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             69,705
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    69,705
<EPS-PRIMARY>                                     7.71
<EPS-DILUTED>                                        0
        

</TABLE>


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