PARKER & PARSLEY 88 B L P
10-Q, 2000-08-08
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549


                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)

                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2000

                         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)


1400 Williams Square West, 5205 N. O'Connor Blvd., Irving, Texas      75039
----------------------------------------------------------------    ---------
           (Address of principal executive offices)                 (Zip code)

       Registrant's Telephone Number, including area code : (972) 444-9001


                                 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, 2000 and
              December 31, 1999.....................................    3

           Statements of Operations for the three and six
             months ended June 30, 2000 and 1999....................    4

           Statement of Partners' Capital for the six months
             ended June 30, 2000....................................    5

           Statements of Cash Flows for the six months ended
             June 30, 2000 and 1999.................................    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.........................   10

           27.1   Financial Data Schedule

           Signatures...............................................   11



                                        2


<PAGE>



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

                          Part I. Financial Information

Item 1.      Financial Statements
<TABLE>
                                 BALANCE SHEETS

                                                     June 30,      December 31,
                                                       2000           1999
                                                   -----------     -----------
                                                   (Unaudited)
                 ASSETS
<S>                                                <C>             <C>
Current assets:
  Cash                                             $   153,405     $   129,430
  Accounts receivable - oil and gas sales              148,381         138,030
                                                    ----------      ----------
        Total current assets                           301,786         267,460
                                                    ----------      ----------
Oil and gas properties - at cost, based on the
  successful efforts accounting method               7,134,510       7,129,071
Accumulated depletion                               (6,118,884)     (6,083,367)
                                                    ----------      ----------
        Net oil and gas properties                   1,015,626       1,045,704
                                                    ----------      ----------
                                                   $ 1,317,412     $ 1,313,164
                                                    ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                     $    30,291     $    21,245

Partners' capital:
  Managing general partner                              12,840          12,888
  Limited partners (8,954 interests)                 1,274,281       1,279,031
                                                    ----------      ----------
                                                     1,287,121       1,291,919
                                                    ----------      ----------
                                                   $ 1,317,412     $ 1,313,164
                                                    ==========      ==========
</TABLE>



  The financial information included as of June 30, 2000 has been prepared by
  the managing general partner 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)


<TABLE>
                                   Three months ended       Six months ended
                                         June 30,               June 30,
                                  ---------------------   ---------------------
                                    2000        1999        2000        1999
                                  ---------   ---------   ---------   ---------
<S>                               <C>         <C>         <C>         <C>
Revenues:
  Oil and gas                     $ 302,734   $ 163,695   $ 591,346   $ 271,361
  Interest                            3,085       1,334       5,177       2,531
  Gain on disposition of assets       8,845         -         8,845         -
                                   --------    --------    --------    --------
                                    314,664     165,029     605,368     273,892
                                   --------    --------    --------    --------
Costs and expenses:
  Oil and gas production            114,842      86,811     205,053     168,666
  General and administrative          8,802       4,911      17,740       8,141
  Depletion                          15,809      22,195      35,517      66,463
                                   --------    --------    --------    --------
                                    139,453     113,917     258,310     243,270
                                   --------    --------    --------    --------
Net income                        $ 175,211   $  51,112   $ 347,058   $  30,622
                                   ========    ========    ========    ========
Allocation of net income:
  Managing general partner        $   1,753   $     511   $   3,471   $     306
                                   ========    ========    ========    ========
  Limited partners                $ 173,458   $  50,601   $ 343,587   $  30,316
                                   ========    ========    ========    ========
Net income per limited
  partnership interest            $   19.37   $    5.66   $   38.37   $    3.39
                                   ========    ========    ========    ========
</TABLE>




         The financial information included herein has been prepared by
  the managing general partner 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)


<TABLE>

                                      Managing
                                      general       Limited
                                      partner       partners        Total
                                     ---------     ----------     ----------
<S>                                  <C>           <C>            <C>

Balance at January 1, 2000           $  12,888     $1,279,031     $1,291,919

    Distributions                       (3,519)      (348,337)      (351,856)

    Net income                           3,471        343,587        347,058
                                      --------      ---------      ---------

Balance at June 30, 2000             $  12,840     $1,274,281     $1,287,121
                                      ========      =========      =========
</TABLE>





         The financial information included herein has been prepared by
  the managing general partner 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)


<TABLE>
                                                         Six months ended
                                                              June 30,
                                                     ------------------------
                                                        2000          1999
                                                     ----------    ----------
<S>                                                  <C>           <C>
Cash flows from operating activities:
  Net income                                         $  347,058    $   30,622
  Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depletion                                        35,517        66,463
        Gain on disposition of assets                    (8,845)          -
  Changes in assets and liabilities:
        Accounts receivable                             (10,351)      (34,044)
        Accounts payable                                  9,046         7,527
                                                      ---------     ---------
         Net cash provided by operating activities      372,425        70,568
                                                      ---------     ---------
Cash flows from investing activities:
  Additions to oil and gas properties                    (5,439)       (3,237)
  Proceeds from asset dispositions                        8,845        11,382
                                                      ---------     ---------
         Net cash provided by investing activities        3,406         8,145
                                                      ---------     ---------
Cash flows used in financing activities:
  Cash distributions to partners                       (351,856)      (57,163)
                                                      ---------     ---------
Net increase in cash                                     23,975        21,550
Cash at beginning of period                             129,430       110,641
                                                      ---------     ---------
Cash at end of period                                $  153,405    $  132,191
                                                      =========     =========
</TABLE>



         The financial information included herein has been prepared by
  the managing general partner 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, 2000

                                   (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 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, 2000 and for the three and six months ended June 30,
2000 and 1999 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  reclassifications  may have been
made to the June 30, 1999  financial  statements to conform to the June 30, 2000
financial statement presentations.

Certain  information  and footnote  disclosures  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, 1999, 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, 2000 compared with six months ended

  June 30, 1999

Revenues:

The  Partnership's  oil and gas revenues  increased 118% to $591,346 for the six
months  ended June 30, 2000 as compared to $271,361 for the same period in 1999.
The increase in revenues  resulted from higher  average  prices  received and an
increase in production.  For the six months ended June 30, 2000,  16,511 barrels
of oil, 6,423 barrels of natural gas liquids ("NGLs") and 26,695 mcf of gas were

                                        7


<PAGE>



sold, or 27,383  barrel of oil  equivalents  ("BOEs").  For the six months ended
June 30, 1999,  13,613  barrels of oil,  6,704 barrels of NGLs and 27,934 mcf of
gas were sold, or 24,973 BOEs.

The average price  received per barrel of oil increased  $13.76,  or 105%,  from
$13.15 for the six months  ended June 30,  1999 to $26.91 for the same period in
2000.  The average price received per barrel of NGLs  increased  $6.53,  or 86%,
from  $7.55  during the six  months  ended June 30,  1999 to $14.08 for the same
period in 2000.  The average  price  received per mcf of gas  increased 42% from
$1.49  during the six months ended June 30, 1999 to $2.12 for the same period in
2000. 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, 2000.

The volatility of commodity prices has had, and continues to have, a significant
impact on the Partnership's revenues and operating cash flow and could result in
additional  decreases to the  carrying  value of the  Partnership's  oil and gas
properties.

Gain on  disposition  of assets of $8,845 was  recognized  during the six months
ended June 30,  2000  resulting  from  equipment  credits  received on one fully
depleted well.

Costs and Expenses:

Total costs and expenses increased to $258,310 for the six months ended June 30,
2000 as  compared  to  $243,270  for the same  period in 1999,  an  increase  of
$15,040,  or 6%. This  increase  was due to increases  in  production  costs and
general and administrative expenses ("G&A"), offset by a decline in depletion.

Production  costs  were  $205,053  for the six months  ended  June 30,  2000 and
$168,666 for the same period in 1999  resulting in a $36,387  increase,  or 22%.
This  increase was the result of higher  production  taxes due to higher oil and
gas prices and  additional  well  maintenance  costs  incurred to stimulate well
production.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
increased, in aggregate, 118% from $8,141 for the six months ended June 30, 1999
to $17,740 for the same period in 2000  primarily  due to a higher allocation of
the managing general partner's G&A being allocated (limited to 3% of oil and gas
revenues) as a result of increased  oil and gas revenues.

Depletion was $35,517 for the six months ended June 30, 2000 compared to $66,463
for the same period in 1999, a decrease of $30,946,  or 47%.  This  decrease was
due to an increase in proved  reserves during the period ended June 30, 2000 due
to higher  commodity  prices,  offset by an increase in oil  production of 2,898
barrels for the six months  ended June 30,  2000  compared to the same period in
1999.

                                        8


<PAGE>



Three months ended June 30, 2000 compared with three months ended June 30, 1999

Revenues:

The Partnership's  oil and gas revenues  increased 85% to $302,734 for the three
months  ended June 30, 2000 as compared to $163,695 for the same period in 1999.
The increase in revenues  resulted from higher average prices received.  For the
three months ended June 30, 2000,  8,275  barrels of oil,  3,156 barrels of NGLs
and 12,676 mcf of gas were sold, or 13,544 BOEs. For the three months ended June
30, 1999, 6,781 barrels of oil, 4,124 barrels of NGLs and 16,108 mcf of gas were
sold, or 13,590 BOEs.

The average  price  received per barrel of oil  increased  $12.52,  or 84%, from
$14.90 for the three months ended June 30, 1999 to $27.42 for the same period in
2000.  The average price received per barrel of NGLs  increased  $4.99,  or 57%,
from $8.82  during the three  months  ended June  30,1999 to $13.81 for the same
period in 2000.  The average  price  received per mcf of gas  increased 56% from
$1.63  during the three  months ended June 30, 1999 to $2.55 for the same period
in 2000.

Gain on disposition  of assets of $8,845 was recognized  during the three months
ended June 30, 2000 from equipment credits received on one fully depleted well.

Costs and Expenses:

Total costs and  expenses  increased to $139,453 for the three months ended June
30, 2000 as compared  to  $113,917  for the same period in 1999,  an increase of
$25,536, or 22%. This increase was due to increases in production costs and G&A,
offset by a decline in depletion.

Production  costs were  $114,842  for the three  months  ended June 30, 2000 and
$86,811 for the same period in 1999 resulting in a $28,031 increase, or 32%. The
increase was due to additional well maintenance costs incurred to stimulate well
production and higher production taxes due to higher oil and gas prices.

During this period, G&A increased,  in aggregate,  79% from $4,911 for the three
months ended June 30, 1999 to $8,802 for the same period in 2000  primarily  due
to a higher  allocation of the managing  general  partner's G&A being  allocated
(limited to 3% of oil and gas  revenues)  as a result of  increased  oil and gas
revenues.

Depletion  was $15,809  for the three  months  ended June 30,  2000  compared to
$22,195 for the same period in 1999, a decrease of $6,386, or 29%. This decrease
was  attributable to an increase in proved reserves during the period ended June
30, 2000 due to higher commodity prices, offset by an increase in oil production
of 1,494  barrels for the three months ended June 30, 2000  compared to the same
period in 1999.

                                        9


<PAGE>



Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  increased  $301,857  during the six
months  ended  June 30,  2000 from the same  period  ended June 30,  1999.  This
increase  was  primarily  due to an  increase  in oil and gas sales  receipts of
$346,324,  offset by  increases  in  operating  costs  paid of  $37,299  and G&A
expenses paid of $7,168.

Net Cash Provided by Investing Activities

The  Partnership's  principal  investing  activities during the six months ended
June 30,  2000 and 1999  were for  equipment  upgrades  on  various  oil and gas
properties.

Proceeds  of $8,845  recognized  during the six months  ended June 30, 2000 were
from  equipment  credits on one fully  depleted  well and  $11,382  for the same
period in 1999 were due to equipment credits on active properties.

Net Cash Used in Financing Activities

For the six months ended June 30, 2000, cash  distributions to the partners were
$351,856,  of which $3,519 was  distributed to the managing  general partner and
$348,337 to the limited partners.  For the same period ended June 30, 1999, cash
distributions to the partners were $57,163, of which $572 was distributed to the
managing general partner and $56,591 to the limited partners.

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

(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


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




Dated:  August 8, 2000         By:      /s/ Rich Dealy
                                        -------------------------------
                                        Rich Dealy, Vice President and
                                        Chief Accounting Officer

                                       11


<PAGE>





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