PARKER & PARSLEY 88 B L P
10-Q, 1998-08-04
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 June 30, 1998

                                       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>



                           PARKER & PARSLEY 88-B, L.P.

                                TABLE OF CONTENTS


                                                                          Page
                          Part I. Financial Information

Item 1.    Financial Statements

           Balance Sheets as of June 30, 1998 and
              December 31, 1997  .......................................    3

           Statements of Operations for the three and six
             months ended June 30, 1998 and 1997........................    4

           Statement of Partners' Capital for the six months
             ended June 30, 1998........................................    5

           Statements of Cash Flows for the six months ended
             June 30, 1998 and 1997.....................................    6

           Notes to Financial Statements................................    7

Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations........................    7


                           Part II. Other Information

Item 6.    Exhibits and Reports on Form 8-K.............................   11

           27.1   Financial Data Schedule

           Signatures...................................................   12





                                        2

<PAGE>



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

                          Part I. Financial Information

Item 1.   Financial Statements

                                 BALANCE SHEETS
                                                       June 30,     December 31,
                                                         1998          1997
                                                     -----------    -----------
                                                     (Unaudited)
                 ASSETS

Current assets:
  Cash and cash equivalents, including interest
    bearings deposits of $140,826 at June 30
    and $148,866 at December 31                      $   141,225    $   149,266
  Accounts receivable - oil and gas sales                 74,842         97,539
                                                      ----------     ----------
        Total current assets                             216,067        246,805
                                                      ----------     ----------
Oil and gas properties - at cost, based on the
  successful efforts accounting method                 7,124,350      7,116,399
Accumulated depletion                                 (5,399,818)    (5,311,920)
                                                      ----------     ----------
        Net oil and gas properties                     1,724,532      1,804,479
                                                      ----------     ----------
                                                     $ 1,940,599    $ 2,051,284
                                                      ==========     ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                       $    30,578    $    28,599

Partners' capital:
  Managing general partner                                19,069         20,196
  Limited partners (8,954 interests)                   1,890,952      2,002,489
                                                      ----------     ----------
                                                       1,910,021      2,022,685
                                                      ----------     ----------
                                                     $ 1,940,599    $ 2,051,284
                                                      ==========     ==========


   The financial information included as of June 30, 1998 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 OPERATIONS
                                   (Unaudited)



                                    Three months ended       Six months ended
                                         June 30,                 June 30,
                                  ---------------------   ---------------------
                                     1998        1997        1998        1997
                                  ---------   ---------   ---------   ---------
Revenues:
  Oil and gas                     $ 157,385   $ 208,414   $ 315,946   $ 438,420
  Interest                            1,878       2,475       3,916       4,538
  Gain on disposition of assets         -           -           156         -
                                   --------    --------    --------    --------
                                    159,263     210,889     320,018     442,958
                                   --------    --------    --------    --------
Costs and expenses:
  Oil and gas production             95,719     103,549     208,136     205,440
  General and administrative          4,574       6,154       9,332      13,253
  Depletion                          45,898      48,558      87,898      93,632
                                   --------    --------    --------    --------
                                    146,191     158,261     305,366     312,325
                                   --------    --------    --------    --------
Net income                        $  13,072   $  52,628   $  14,652   $ 130,633
                                   ========    ========    ========    ========
Allocation of net income:
  Managing general partner        $     130   $     526   $     146   $   1,306
                                   ========    ========    ========    ========
  Limited partners                $  12,942   $  52,102   $  14,506   $ 129,327
                                   ========    ========    ========    ========
Net income per limited
  partnership interest            $    1.45   $    5.82   $    1.62   $   14.44
                                   ========    ========    ========    ========
Distributions per limited
  partnership interest            $    6.31   $   13.82   $   14.08   $   30.53
                                   ========    ========    ========    ========


         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)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)




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

Balance at January 1, 1998          $  20,196     $2,002,489     $2,022,685

    Distributions                      (1,273)      (126,043)      (127,316)

    Net income                            146         14,506         14,652
                                     --------      ---------      ---------

Balance at June 30, 1998            $  19,069     $1,890,952     $1,910,021
                                     ========      =========      =========








         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)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                          Six months ended
                                                               June 30,
                                                      ------------------------
                                                         1998          1997
                                                      ----------    ----------
Cash flows from operating activities:
   Net income                                         $   14,652    $  130,633
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depletion                                         87,898        93,632
        Gain on disposition of assets                       (156)          -
   Changes in assets and liabilities:
        Accounts receivable                               22,697       101,990
        Accounts payable                                   1,979         6,568
                                                       ---------     ---------
          Net cash provided by operating activities      127,070       332,823
                                                       ---------     ---------
Cash flows from investing activities:
   Additions to oil and gas properties                    (7,951)       (4,514)
   Proceeds from asset dispositions                          156           -
                                                       ---------     ---------
          Net cash used in investing activities           (7,795)       (4,514)
                                                       ---------     ---------
Cash flows from financing activities:
   Cash distributions to partners                       (127,316)     (276,115)
                                                       ---------     ----------
Net increase (decrease) in cash and cash equivalents      (8,041)       52,194
Cash and cash equivalents at beginning of period         149,266       106,856
                                                       ---------     ---------
Cash and cash equivalents at end of period            $  141,225    $  159,050
                                                       =========     =========


         The financial information included herein has been prepared by
           management without audit by independent public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        6

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998
                                   (Unaudited)


Note 1.     Organization and nature of operations

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

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

Note 2.     Basis of presentation

In  the  opinion  of  management,  the  unaudited  financial  statements  of the
Partnership  as of June 30, 1998 and for the three and six months ended June 30,
1998 and 1997 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.  These  interim  results  are not  necessarily
indicative of results for a full year.

Certain  information  and  footnote  disclosure  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or  omitted  in this Form 10-Q  pursuant  to the rules and
regulations of the Securities and Exchange Commission.  The financial statements
should  be read in  conjunction  with the  financial  statements  and the  notes
thereto  contained in the  Partnership's  Report on Form 10-K for the year ended
December 31, 1997, as filed with the Securities and Exchange Commission,  a copy
of which is available upon request by writing to Rich Dealy,  Vice President and
Chief Accounting Officer,  5205 North O'Connor  Boulevard,  1400 Williams Square
West, Irving, Texas 75039-3746.

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

Results of Operations

Six months ended June 30, 1998 compared with six months ended
  June 30, 1997

Revenues:

The Partnership's  oil and gas revenues  decreased 28% to $315,946 from $438,420
for the six months ended June 30, 1998 and 1997,  respectively.  The decrease in
revenues  resulted from lower average prices received,  offset by an increase in
production. For the six months ended June 30, 1998, 15,952 barrels of oil, 5,861
barrels of  natural  gas liquids  ("NGLs") and  26,363 mcf of gas were sold,  or

                                        7

<PAGE>



26,207  barrel of oil  equivalents  ("BOEs").  For the six months ended June 30,
1997, 16,275 barrels of oil and 42,074 mcf of gas were sold, or 23,287 BOEs.

As of September 30, 1997, the Partnership began accounting for processed natural
gas   production  as  processed   natural  gas  liquids  and  dry  residue  gas.
Consequently,  separate  product volumes will not be comparable to periods prior
to September 30, 1997.  Also,  prices for gas products will not be comparable as
the price per mcf for  natural  gas for the three and six months  ended June 30,
1998 is the price received for dry residue gas and the price per mcf for natural
gas for the  three and six  months  ended  June 30,  1997 is a price for wet gas
(i.e., natural gas liquids combined with dry residue gas).

The average  price  received per barrel of oil  decreased  $5.87,  or 29%,  from
$20.19 for the six months  ended June 30,  1997 to $14.32 for the same period in
1998.  The average price received per barrel of NGLs during the six months ended
June 30, 1998 was $7.77. The average price received per mcf of gas decreased 39%
from  $2.61  during the six months  ended  June 30,  1997 to $1.59 in 1998.  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 Partnership may therefore sell its future oil and gas production at
average  prices lower or higher than that  received  during the six months ended
June 30, 1998.

During  most of 1997,  the  Partnership  benefitted  from  higher  oil prices as
compared to previous  years.  However,  during the fourth  quarter of 1997,  oil
prices began a downward  trend that has  continued  into 1998. On July 29, 1998,
the market  price for West Texas  intermediate  crude was $11.58 per  barrel.  A
continuation of the oil price environment  experienced  during the first half of
1998 will have an adverse  effect on the  Partnership's  revenues and  operating
cash flow and could result in additional  decreases in the carrying value of the
Partnership's oil and gas properties.

A gain on disposition of assets of $156 was received during the six months ended
June 30, 1998 from the sale of equipment on one saltwater  disposal well plugged
and abandoned in a prior year.

Costs and Expenses:

Total costs and expenses decreased to $305,366 for the six months ended June 30,
1998 as compared to $312,325  for the same period in 1997, a decrease of $6,959.
This  decrease was due to declines in depletion  and general and  administrative
expenses ("G&A"), offset by an increase in production costs.

Production  costs  were  $208,136  for the six months  ended  June 30,  1998 and
$205,440  for the  same  period  in 1997  resulting  in a $2,696  increase.  The
increase  was due to an increase in workover  expenses  incurred in an effort to
stimulate well production, offset by a decline in production taxes.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
decreased, in aggregate, 30% from $13,253 for the six months ended June 30, 1997
to $9,332 for the same period in 1998.

                                        8

<PAGE>


Depletion was $87,898 for the six months ended June 30, 1998 compared to $93,632
for the same period in 1997. This represented a decrease in depletion of $5,734,
or  6%.  This  decrease  was  primarily  attributable  to  a  reduction  in  the
Partnership's  net  depletable  basis  from  charges  taken in  accordance  with
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of"
("SFAS 121") during the fourth quarter of 1997 and a reduction in oil production
of 323 barrels for the period ended June 30, 1998 compared to the same period in
1997,  offset by a decrease in oil reserves during the six months ended June 30,
1998 as a result of lower commodity prices.

Three months ended June 30, 1998 compared with three months ended
  June 30, 1997

Revenues:

The Partnership's  oil and gas revenues  decreased 24% to $157,385 from $208,414
for the three months ended June 30, 1998 and 1997, respectively. The decrease in
revenues  resulted from lower average prices received,  offset by an increase in
production.  For the three  months ended June 30,  1998,  7,920  barrels of oil,
3,248 barrels of NGLs and 13,033 mcf of gas were sold,  or 13,340 BOEs.  For the
three  months ended June 30,  1997,  8,342  barrels of oil and 22,677 mcf of gas
were sold, or 12,122 BOEs.

The average  price  received per barrel of oil  decreased  $4.72,  or 25%,  from
$18.68 for the three months ended June 30, 1997 to $13.96 for the same period in
1998.  The average  price  received  per barrel of NGLs during the three  months
ended June 30,1998 was $8.01.  The average price  received per mcf decreased 31%
from $2.32  during the three  months  ended June 30,  1997 to $1.59 for the same
period in 1998.

Costs and Expenses:

Total costs and  expenses  decreased to $146,191 for the three months ended June
30,  1998 as compared  to  $158,261  for the same period in 1997,  a decrease of
$12,070, or 8%. This decrease was due to declines in production costs, depletion
and G&A.

Production  costs were  $95,719  for the three  months  ended June 30,  1998 and
$103,549 for the same period in 1997 resulting in a $7,830 decrease,  or 8%. The
decrease  was due to declines in workover  expenses,  production  taxes and well
maintenance costs.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
decreased,  in  aggregate,  26% from $6,154 for the three  months ended June 30,
1997 to $4,574 for the same period in 1998.

Depletion  was $45,898  for the three  months  ended June 30,  1998  compared to
$48,558 for the same period in 1997, a decrease of $2,660,  or 5%. This decrease
was primarily  attributable to a reduction in the  Partnership's  net depletable

                                        9

<PAGE>



basis from charges taken in accordance  with SFAS 121 during the fourth  quarter
of 1997 and a reduction  in oil  production  of 422 barrels for the three months
ended June 30, 1998 compared to the same period in 1997, offset by a decrease in
oil  reserves  during the three  months ended June 30, 1998 as a result of lower
commodity prices.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  decreased  $205,753  during the six
months  ended  June 30,  1998 from the same  period  ended June 30,  1997.  This
decrease  was  primarily  due to a decline in oil and gas sales  receipts and an
increase in production costs paid, offset by a decrease in G&A expenses paid.

Net Cash Used in Investing Activities

The  Partnership's  principal  investing  activities during the six months ended
June 30,  1998 and 1997 were for  equipment  replacement  on various oil and gas
properties.

During the six months  ended June 30, 1998  proceeds of $156 were  derived  from
salvage on one saltwater disposal well that was plugged and abandoned in a prior
year.

Net Cash Used in Financing Activities

Cash  was   sufficient  for  the  six  months  ended  June  30,  1998  to  cover
distributions to the partners of $127,316 of which $1,273 was distributed to the
managing  general  partner and  $126,043 to the limited  partners.  For the same
period  ended  June 30,  1997,  cash was  sufficient  for  distributions  to the
partners of $276,115 of which $2,762 was  distributed  to the  managing  general
partner and $273,353 to the limited partners.

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.

Information systems for the year 2000

The managing general partner will be required to modify its information  systems
in order to  accurately  process  Partnership  data  referencing  the year 2000.
Because of the importance of occurrence  dates in the oil and gas industry,  the
consequences of not pursuing these  modifications  could be very  significant to
the Partnership's ability to manage and report operating activities.  Currently,
the managing general partner plans to contract with third parties to perform the
software  programming  changes  necessary to correct any existing  deficiencies.
Such  programming  changes are  anticipated  to be completed  and tested by June
1999. The managing  general  partner will allocate a portion of the costs of the

                                       10

<PAGE>



year 2000 programming  charges to the Partnership when they are incurred,  along
with recurring general and administrative  expenses.  Although the costs are not
estimable at this time, they should not be significant to the Partnership.

- ---------------

(1)    "Item 2. Management's  Discussion and Analysis of Financial Condition and
       Results of Operations"  contains forward looking  statements that involve
       risks and uncertainties. Accordingly, no assurances can be given that the
       actual  events and  results  will not be  materially  different  than the
       anticipated results described in the forward looking statements.




                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K

(a)     Exhibits

        27.1   Financial Data Schedule

(b)     Reports on Form 8-K - none


                                       11

<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:     Pioneer Natural Resources USA, Inc.,
                                             Managing General Partner




Dated:  August 4, 1998             By:     /s/ Rich Dealy
                                           -----------------------------------
                                           Rich Dealy, Vice President and
                                           Chief Accounting Officer




                                       12

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000828191
<NAME> 88B.
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                         141,225
<SECURITIES>                                         0
<RECEIVABLES>                                   74,842
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               216,067
<PP&E>                                       7,124,350
<DEPRECIATION>                               5,399,818
<TOTAL-ASSETS>                               1,940,599
<CURRENT-LIABILITIES>                           30,578
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,910,021
<TOTAL-LIABILITY-AND-EQUITY>                 1,940,599
<SALES>                                        315,946
<TOTAL-REVENUES>                               320,018
<CGS>                                                0
<TOTAL-COSTS>                                  305,366
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 14,652
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             14,652
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    14,652
<EPS-PRIMARY>                                     1.62
<EPS-DILUTED>                                        0
        

</TABLE>


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