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, 1997
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. 33-26097-09
PARKER & PARSLEY 90-C, L.P.
(Exact name of Registrant as specified in its charter)
Delaware 75-2347262
(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.
Exhibit index on page 10.
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PARKER & PARSLEY 90-C, L.P.
TABLE OF CONTENTS
Page
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets as of September 30, 1997 and
December 31, 1996 ..................................... 3
Statements of Operations for the three and nine
months ended September 30, 1997 and 1996.................. 4
Statement of Partners' Capital for the nine months
ended September 30, 1997.................................. 5
Statements of Cash Flows for the nine months ended
September 30, 1997 and 1996............................... 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. Financial Data Schedule
Signatures.................................................. 11
2
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PARKER & PARSLEY 90-C, L.P.
(A Delaware Limited Partnership)
Part I. Financial Information
Item 1. Financial Statements
BALANCE SHEETS
September 30, December 31,
1997 1996
------------ -----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents, including interest
bearing deposits of $143,892 at September 30
and $122,705 at December 31 $ 144,142 $ 122,913
Accounts receivable - oil and gas sales 101,592 199,808
----------- ----------
Total current assets 245,734 322,721
----------- ----------
Oil and gas properties - at cost, based on the
successful efforts accounting method 9,245,205 9,235,703
Accumulated depletion (7,021,141) (6,894,283)
----------- ----------
Net oil and gas properties 2,224,064 2,341,420
----------- ----------
$ 2,469,798 $ 2,664,141
=========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable - affiliate $ 43,325 $ 29,486
Partners' capital:
Managing general partner 24,214 26,296
Limited partners (12,107 interests) 2,402,259 2,608,359
----------- ----------
2,426,473 2,634,655
----------- ----------
$ 2,469,798 $ 2,664,141
=========== ==========
The financial information included as of September 30, 1997 has been prepared by
management without audit by independent public accountants.
The accompanying notes are an integral part of these financial statements.
3
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PARKER & PARSLEY 90-C, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
--------------------- ---------------------
1997 1996 1997 1996
--------- --------- --------- ---------
Revenues:
Oil and gas $ 233,882 $ 304,247 $ 788,154 $ 940,352
Interest 2,275 2,257 6,892 5,683
Gain (loss) on disposition
of assets 12 (12) 1,287 (10,815)
-------- -------- -------- --------
236,169 306,492 796,333 935,220
-------- -------- -------- --------
Costs and expenses:
Oil and gas production 118,515 125,985 385,461 398,016
General and administrative 7,858 9,692 25,572 29,828
Depletion 42,671 37,815 126,858 139,728
-------- -------- -------- --------
169,044 173,492 537,891 567,572
-------- -------- -------- --------
Net income $ 67,125 $ 133,000 $ 258,442 $ 367,648
======== ======== ======== ========
Allocation of net income:
Managing general partner $ 672 $ 1,330 $ 2,585 $ 3,676
======== ======== ======== ========
Limited partners $ 66,453 $ 131,670 $ 255,857 $ 363,972
======== ======== ======== ========
Net income per limited
partnership interest $ 5.49 $ 10.87 $ 21.13 $ 30.06
======== ======== ======== ========
Distributions per limited
partnership interest $ 10.27 $ 12.97 $ 38.16 $ 36.97
======== ======== ======== ========
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
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PARKER & PARSLEY 90-C, L.P.
(A Delaware Limited Partnership)
STATEMENT OF PARTNERS' CAPITAL
(Unaudited)
Managing
general Limited
partner partners Total
-------- ---------- ----------
Balance at January 1, 1997 $ 26,296 $2,608,359 $2,634,655
Distributions (4,667) (461,957) (466,624)
Net income 2,585 255,857 258,442
------- --------- ---------
Balance at September 30, 1997 $ 24,214 $2,402,259 $2,426,473
======= ========= =========
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
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PARKER & PARSLEY 90-C, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
September 30,
------------------------
1997 1996
---------- ----------
Cash flows from operating activities:
Net income $ 258,442 $ 367,648
Adjustments to reconcile net income to
net cash provided by operating activities:
Depletion 126,858 139,728
(Gain) loss on disposition of assets (1,287) 10,815
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 98,216 (16,334)
Increase (decrease) in accounts payable 13,839 (29,290)
--------- ---------
Net cash provided by operating activities 496,068 472,567
--------- ---------
Cash flows from investing activities:
Additions to oil and gas properties (9,502) (6,231)
Proceeds from disposition of assets 1,287 7,140
--------- ---------
Net cash provided by (used in) investing
activities (8,215) 909
--------- ---------
Cash flows from financing activities:
Cash distributions to partners (466,624) (452,104)
--------- ---------
Net increase in cash and cash equivalents 21,229 21,372
Cash and cash equivalents at beginning of period 122,913 125,604
--------- ---------
Cash and cash equivalents at end of period $ 144,142 $ 146,976
========= =========
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
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PARKER & PARSLEY 90-C, L.P.
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
Note 1. Basis of presentation
In the opinion of management, the unaudited financial statements of Parker &
Parsley 90-C, L.P. (the "Partnership") as of September 30, 1997 and for the
three and nine months ended September 30, 1997 and 1996 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 have been made to prior period financial statements to
conform to the 1997 financial presentations.
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, 1996, as filed with the Securities and Exchange Commission, a copy
of which is available upon request by writing to Rich Dealy, Vice President and
Controller, 303 West Wall, Suite 101, Midland, Texas 79701.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (1)
As of August 8, 1997, Pioneer Natural Resources USA, Inc. ("Pioneer USA") became
the general partner of the Partnership. Prior to August 8, 1997, the
Partnership's general partner was Parker & Parsley Development L.P. ("PPDLP"), a
wholly-owned subsidiary of Parker & Parsley Petroleum Company ("Parker &
Parsley"). On August 7, 1997, Parker & Parsley and Mesa Inc. received
shareholder approval to merge and create Pioneer Natural Resources Company
("Pioneer"). On August 8, 1997, PPDLP was merged with and into Pioneer USA, a
wholly-owned subsidiary of Pioneer, resulting in Pioneer USA becoming the
general partner of the Partnership as PPDLP's successor by merger. For a more
complete description of the Parker & Parsley and Mesa Inc. merger, see Pioneer's
Registration Statement on Form S-4 as filed with the Securities and Exchange
Commission.
Results of Operations
Nine months ended September 30, 1997 compared with nine months ended
September 30, 1996
Revenues:
The Partnership's oil and gas revenues decreased 16% to $788,154 from $940,352
for the nine months ended September 30, 1997 as compared to the nine months
ended September 30, 1996. The decrease in revenues resulted from declines in
barrels of oil and mcf of gas produced and sold and a decrease in the average
price received per barrel of oil, offset by an increase in the average price
7
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received per mcf of gas. For the nine months ended September 30, 1997, 30,880
barrels of oil were sold compared to 36,065 for the same period in 1996, a
decrease of 5,185 barrels, or 14%. For the nine months ended September 30, 1997,
72,522 mcf of gas were sold compared to 79,546 for the same period in 1996, a
decrease of 7,024 mcf, or 9%. Due to the decline characteristics of the
Partnership's oil and gas properties, management expects a certain amount of
decline in production to continue in the future until the Partnership's
economically recoverable reserves are fully depleted.
The average price received per barrel of oil decreased $1.18, or 6%, from $20.97
for the nine months ended September 30, 1996 to $19.79 for the same period in
1997, while the average price received per mcf of gas increased 6% from $2.31
during the nine months ended September 30, 1996 to $2.44 in 1997. 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 nine months ended
September 30, 1997.
Gain on disposition of assets of $1,287 was attributable to credits received
from the disposal of oil and gas equipment on one fully depleted well for the
nine months ended September 30, 1997. Loss on disposition of assets of $10,815
was recognized during the nine months ended September 30, 1996 from the sale of
one gas well to Costilla Energy L.L.C.
Costs and Expenses:
Total costs and expenses decreased to $537,891 for the nine months ended
September 30, 1997 as compared to $567,572 for the same period in 1996, a
decrease of $29,681, or 5%. This decrease was due to declines in depletion,
production costs and general and administrative expenses ("G&A").
Production costs were $385,461 for the nine months ended September 30, 1997 and
$398,016 for the same period in 1996, resulting in a $12,555 decrease, or 3%.
The decrease was the result of less well maintenance costs and production taxes,
offset by a slight increase in ad valorem 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, 14% from $29,828 for the nine months ended September
30, 1996 to $25,572 for the same period in 1997.
Depletion was $126,858 for the nine months ended September 30, 1997 compared to
$139,728 for the same period in 1996, representing a decrease of $12,870, or 9%.
This decrease was primarily attributable to a decline in oil production of 5,185
barrels for the nine months ended September 30, 1997 as compared to the same
period in 1996, offset by a decline in oil reserves during 1997 as a result of
lower commodity prices.
Three months ended September 30, 1997 compared with three months ended September
30, 1996
Revenues:
The Partnership's oil and gas revenues decreased 23% to $233,882 from $304,247
for the three months ended September 30, 1997 as compared to the three months
ended September 30, 1996. The decrease in revenues resulted from a decrease in
barrels of oil produced and sold and lower average prices received per barrel of
oil and mcf of gas, offset by an increase in mcf of gas produced and sold. For
8
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the three months ended September 30, 1997, 9,954 barrels of oil were sold
compared to 11,648 for the same period in 1996, a decrease of 1,694 barrels, or
15%. For the three months ended September 30, 1997, 24,613 mcf of gas were sold
compared to 23,805 for the same period in 1996, an increase of 808 mcf, or 3%.
The increase in gas production was due to operational changes on several wells.
The decrease in oil production was due to the decline characteristics of the
Partnership's oil properties.
The average price received per barrel of oil decreased $3.35, or 15%, from
$21.72 for the three months ended September 30, 1996 to $18.37 for the same
period in 1996, while the average price received per mcf of gas decreased 4%
from $2.15 during the three months ended September 30, 1996 to $2.07 in 1997.
Costs and Expenses:
Total costs and expenses decreased to $169,044 for the three months ended
September 30, 1997 as compared to $173,492 for the same period in 1996, a
decrease of $4,448, or 3%. This decrease was due to declines in production costs
and G&A, offset by an increase in depletion.
Production costs were $118,515 for the three months ended September 30, 1997 and
$125,985 for the same period in 1996 resulting in a $7,470 decrease, or 6%. The
decrease was the result of less well maintenance costs and production taxes,
offset by an increase in ad valorem 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, 19% from $9,692 for the three months ended September
30, 1996 to $7,858 for the same period in 1997.
Depletion was $42,671 for the three months ended September 30, 1997 compared to
$37,815 for the same period in 1996, representing an increase of $4,856, or 13%,
primarily attributable to a decline in oil reserves during the third quarter of
1997 as a result of lower commodity prices.
Liquidity and Capital Resources
Net Cash Provided by Operating Activities
Net cash provided by operating activities increased $23,501 during the nine
months ended September 30, 1997 from the same period ended September 30, 1996.
This increase was due to a decrease in G&A and production costs paid, offset by
a decline in oil and gas sales receipts.
Net Cash Provided by (Used in) Investing Activities
The Partnership's investing activities during the nine months ended September
30, 1997 and 1996 included expenditures related to equipment replacement on
various oil and gas properties.
Proceeds of $1,287 from the salvage of equipment on one fully depleted well were
received during the nine months ended September 30, 1997. Proceeds of $7,140
from the sale of one gas well were received during the nine months ended
September 30, 1996.
9
<PAGE>
Net Cash Used in Financing Activities
Cash was sufficient for the nine months ended September 30, 1997 to cover
distributions to the partners of $466,624 of which $4,667 was distributed to the
managing general partner and $461,957 to the limited partners. For the same
period ended September 30, 1996, cash was sufficient for distributions to the
partners of $452,104 of which $4,521 was distributed to the managing general
partner and $447,583 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.
- ---------------
(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. Financial Data Schedule
(b) Reports on Form 8-K - none
10
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PARKER & PARSLEY 90-C, 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 90-C, L.P.
By: Pioneer Natural Resources USA, Inc.,
Managing General Partner
Dated: November 7, 1997 By: /s/ Rich Dealy
---------------------------------
Rich Dealy, Vice President and
Controller
11
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000844621
<NAME> 90C
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 144,142
<SECURITIES> 0
<RECEIVABLES> 101,592
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 245,734
<PP&E> 9,245,205
<DEPRECIATION> 7,021,141
<TOTAL-ASSETS> 2,469,798
<CURRENT-LIABILITIES> 43,325
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,426,473
<TOTAL-LIABILITY-AND-EQUITY> 2,469,798
<SALES> 788,154
<TOTAL-REVENUES> 796,333
<CGS> 0
<TOTAL-COSTS> 537,891
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 258,442
<INCOME-TAX> 0
<INCOME-CONTINUING> 258,442
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 258,442
<EPS-PRIMARY> 21.13
<EPS-DILUTED> 0
</TABLE>
