PARKER & PARSLEY 91-A LP
10-Q, 1997-11-07
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                    FORM 10-Q


/ x /            Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 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. 33-38582-01


                           PARKER & PARSLEY 91-A, L.P.
             (Exact name of Registrant as specified in its charter)


           Delaware                                             75-2387572
(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.


<PAGE>



                           PARKER & PARSLEY 91-A, 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

<PAGE>



                           PARKER & PARSLEY 91-A, L.P.
                        (A Delaware Limited Partnership)

                          Part 1. 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 $232,617 at September 30
     and $200,661 at December 31                    $    232,854    $   202,546
   Accounts receivable - oil and gas sales               146,737        234,215
                                                     -----------     ----------
         Total current assets                            379,591        436,761
                                                     -----------     ----------
Oil and gas properties - at cost, based on the
   successful efforts accounting method                9,664,884      9,653,538
Accumulated depletion                                 (6,055,742)    (5,800,421)
                                                     -----------     ----------

         Net oil and gas properties                    3,609,142      3,853,117
                                                     -----------     ----------
                                                    $  3,988,733    $ 4,289,878
                                                     ===========     ==========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                     $     61,069    $    35,361
Partners' capital:
   Managing general partner                               39,319         42,588
   Limited partners (11,620 interests)                 3,888,345      4,211,929
                                                     -----------     ----------
                                                       3,927,664      4,254,517
                                                     -----------     ----------
                                                    $  3,988,733    $ 4,289,878
                                                     ===========     ==========






  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

<PAGE>



                           PARKER & PARSLEY 91-A, 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                  $ 310,668   $ 375,989    $1,047,209    $1,111,190
  Interest                         3,596       2,922        10,638         7,638
                                --------    --------     ---------     ---------
                                 314,264     378,911     1,057,847     1,118,828
                                --------    --------     ---------     ---------

Costs and expenses:
  Oil and gas production         135,576     142,009       393,152       425,704
  General and administrative      10,848      12,240        34,967        36,273
  Depletion                       82,357      88,309       255,321       269,217
                                --------    --------     ---------     ---------
                                 228,781     242,558       683,440       731,194
                                --------    --------     ---------     ---------
Net income                     $  85,483   $ 136,353    $  374,407    $  387,634
                                ========    ========     =========     =========

Allocation of net income:
  Managing general partner     $     855   $   1,363    $    3,744    $    3,876
                                ========    ========     =========     =========
  Limited partners             $  84,628   $ 134,990    $  370,663    $  383,758
                                ========    ========     =========     =========

Net income per limited
  partnership interest         $    7.28   $   11.62    $    31.90    $    33.03
                                ========    ========     =========     =========
Distribution per limited
  partnership interest         $   15.59   $   17.92    $    59.75    $    50.46
                                ========    ========     =========     =========












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

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)





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

Balance at January 1, 1997        $     42,588    $  4,211,929     $  4,254,517

    Distributions                       (7,013)       (694,247)        (701,260)

    Net income                           3,744         370,663          374,407
                                    ----------      ----------       ----------

Balance at September 30, 1997     $     39,319    $  3,888,345     $  3,927,664
                                   ===========     ===========      ===========























         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 91-A, 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                                           $ 374,407    $  387,634
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depletion                                          255,321       269,217
   Changes in assets and liabilities:
       (Increase) decrease in accounts receivable          87,478        (6,252)
       Increase (decrease) in accounts payable             25,708       (23,946)
                                                         --------     ---------

          Net cash provided by operating activities       742,914       626,653
                                                         --------     ---------

Cash flows from investing activities:

   Additions to oil and gas properties                    (11,346)       (8,703)

Cash flows from financing activities:

   Cash distributions to partners                        (701,260)     (592,212)
                                                         --------     ---------

Net increase in cash and cash equivalents                  30,308        25,738
Cash and cash equivalents at beginning of period          202,546       174,500
                                                         --------     ---------

Cash and cash equivalents at end of period              $ 232,854    $  200,238
                                                         ========     =========














         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 91-A, 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  91-A,  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  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 W. 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  Petroleum  U.S.A.,  Inc.
("PPUSA"),  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,  PPUSA 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 PPUSA'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  6%  to  $1,047,209  from
$1,111,190 for the nine months ended  September 30, 1997 as compared to the nine

                                        7

<PAGE>



months ended  September  30,  1996.  The  decrease in revenues  resulted  from a
decline in barrels of oil produced and sold and a lower average  price  received
per barrel of oil,  offset by an increase in mcf of gas  produced and sold and a
higher  average  price  received  per mcf of  gas.  For the  nine  months  ended
September 30, 1997,  38,960  barrels of oil were sold compared to 41,499 for the
same  period in 1996,  a decrease of 2,539  barrels,  or 6%. For the nine months
ended  September 30, 1997,  116,957 mcf of gas were sold compared to 112,222 for
the same period in 1996,  an  increase  of 4,735 mcf or 4%. The  decrease in oil
production was due to the decline  characteristics  of the Partnership's oil and
gas properties. The increase in gas production was due to operational changes on
several wells.  Management  expects a certain amount of decline in production in
the future until the Partnership's  economically  recoverable reserves are fully
depleted.

The average  price  received per barrel of oil  decreased 5% from $20.81 for the
nine  months  ended  September  30,  1996 to $19.85 for the same period in 1997,
while the average  price  received per mcf of gas increased 6% from $2.21 during
the nine months ended  September  30, 1996 to $2.34 for the same period 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.

Costs and Expenses:

Total  costs and  expenses  decreased  to  $683,440  for the nine  months  ended
September  30,  1997 as compared  to  $731,194  for the same  period in 1996,  a
decrease of  $47,754,  or 7%. This  decrease  was due to declines in  production
costs, depletion, and general and administrative expenses ("G&A").

Production  costs were $393,152 for the nine months ended September 30, 1997 and
$425,704 for the same period in 1996,  resulting in a $32,552  decrease,  or 8%.
This decrease was due to a decline in well maintenance costs.

G&A components are  independent  accounting  and  engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
decreased, in aggregate, 4% from $36,273 for the nine months ended September 30,
1996 to $34,967 for the same period in 1997.

Depletion was $255,321 for the nine months ended  September 30, 1997 compared to
$269,217 for the same period in 1996, representing a decrease of $13,896, or 5%.

Three months ended September 30, 1997 compared with three months ended September
   30, 1996

Revenues:

The Partnership's  oil and gas revenues  decreased 17% to $310,668 from $375,989
for the three  months ended  September  30, 1997 as compared to the three months
ended  September  30, 1996.  The  decrease in revenues was due to lower  average
prices received per barrel of oil and mcf of gas and a decline in barrels of oil
produced and sold,  offset by an increase in mcf of gas  produced and sold.  For
the three  months ended  September  30,  1997,  12,048  barrels of oil were sold
compared to 13,444 for the same period in 1996,  a decrease of 1,396  barrels or
10%. For the three months ended September 30, 1997, 41,920 mcf of gas were sold

                                        8

<PAGE>



compared to 39,196 for the same period in 1996,  an increase of 2,724 mcf or 7%.
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 and gas properties.

The average  price  received per barrel of oil  decreased  $3.20,  or 15%,  from
$21.58 for the three  months  ended  September  30,  1996 to $18.38 for the same
period in 1997,  while the average  price  received per mcf of gas  decreased 3%
from $2.19  during the three months  ended  September  30, 1996 to $2.13 for the
same period in 1997.

Costs and Expenses:

Total costs and  expenses  decreased  to  $228,781  for the three  months  ended
September  30,  1997 as compared  to  $242,558  for the same  period in 1996,  a
decrease of $13,777,  or 6%. This  decrease  was due to a decline in  production
costs, depletion and G&A.

Production costs were $135,576 for the three months ended September 30, 1997 and
$142,009  for the same period in 1996,  resulting in a $6,433  decrease,  or 5%.
This decrease was primarily due to a decline in 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,  11%, from $12,240 for the three months ended September
30, 1996 to $10,848 for the same period in 1997.

Depletion was $82,357 for the three months ended  September 30, 1997 compared to
$88,309 for the same period in 1996, representing a decrease of $5,952, or 7%.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  increased  $116,261  during the nine
months ended  September 30, 1997 from the same period in 1996. This increase was
the  result of an  increase  in oil and gas sales  receipts  and a  decrease  in
production costs paid.

Net Cash 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.

Net Cash Used in Financing Activities

Cash was  sufficient  for the nine  months  ended  September  30,  1997 to cover
distributions to the partners of $701,260 of which $7,013 was distributed to the
managing  general  partner and  $694,247 to the limited  partners.  For the same
period ended  September 30, 1996, cash was sufficient for  distributions  to the
partners of $592,212 of which $5,922 was  distributed  to the  managing  general
partner and $586,290 to the limited partners.

                                        9

<PAGE>



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

<PAGE>


                           PARKER & PARSLEY 91-A, 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 91-A, 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> 0000871364
<NAME> 91A.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                         232,854
<SECURITIES>                                         0
<RECEIVABLES>                                  146,737
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               379,591
<PP&E>                                       9,664,884
<DEPRECIATION>                               6,055,742
<TOTAL-ASSETS>                               3,988,733
<CURRENT-LIABILITIES>                           61,069
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   3,927,664
<TOTAL-LIABILITY-AND-EQUITY>                 3,988,733
<SALES>                                      1,047,209
<TOTAL-REVENUES>                             1,057,847
<CGS>                                                0
<TOTAL-COSTS>                                  683,440
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                374,407
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            374,407
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   374,407
<EPS-PRIMARY>                                    31.90
<EPS-DILUTED>                                        0
        

</TABLE>


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