UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
/ x / Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1997
or
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (No Fee Required)
Commission File No. 33-26097-10
PARKER & PARSLEY 90-C CONV., L.P.
(Exact name of Registrant as specified in its charter)
Delaware 75-2347264
(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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited partnership interests ($1,000 per unit)
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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / x /
No market currently exists for the limited partnership interests of the
Registrant. Based on original purchase price the aggregate market value of
limited partnership interests owned by non-affiliates of the Registrant is
$7,501,000.
As of March 9, 1998, the number of outstanding limited
partnership interests was 7,531. The following documents are
incorporated by reference into the indicated parts
of this Annual Report on Form 10-K: None
<PAGE>
Parts I and II of this Report contain 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. See "Item 1. Business" for a
description of various factors that could materially affect the ability of the
Partnership to achieve the anticipated results described in the forward looking
statements.
PART I
ITEM 1. Business
Parker & Parsley 90-C Conv., L.P. (the "Partnership") is a general partnership
organized in 1990 under the laws of the State of Texas. The Partnership
converted to a Delaware limited partnership on August 1, 1991. As of August 8,
1997, Pioneer Natural Resources USA, Inc. ("Pioneer USA") became the managing
general partner of the Partnership. Prior to August 8, 1997, the Partnership's
managing 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. ("Mesa") 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
managing general partner of the Partnership as PPDLP's successor by merger. For
a more complete description of the Parker & Parsley and Mesa merger, see
Pioneer's Registration Statement on Form S-4 as filed with the Securities &
Exchange Commission.
A Registration Statement, as amended, filed pursuant to the Securities Act of
1933, registering general partnership interests aggregating $30,000,000 in a
series of Texas general partnerships formed under the Parker & Parsley 89-90
Development Drilling Program, was declared effective by the Securities and
Exchange Commission on August 1, 1989. On December 28, 1990, the offering of
general partnership interests in the Partnership, the fifth partnership formed
under such registration statement, was closed, with interests aggregating
$7,531,000 being sold to 517 subscribers.
The Partnership engages primarily in oil and gas development and production and
is not involved in any industry segment other than oil and gas. See "Item 6.
Selected Financial Data" and "Item 8. Financial Statements and Supplementary
Data" of this report for a summary of the Partnership's operating information
and identifiable assets.
The principal markets during 1997 for the oil produced by the Partnership were
refineries and oil transmission companies that have facilities near the
Partnership's oil producing properties. The principal markets for the
Partnership's gas were companies that have pipelines located near the
Partnership's gas producing properties. Of the Partnership's total oil and gas
revenues for 1997, approximately 69% and 12% were attributable to sales made to
Genesis Crude Oil, L.P. and Western Gas Resources, Inc., respectively.
2
<PAGE>
The Partnership's revenues, profitability, cash flow and future rate of growth
are highly dependent on the prevailing prices of oil and gas, which are affected
by numerous factors beyond the Partnership's control. Oil and gas prices
historically have been very volatile. A substantial or extended decline in the
prices of oil or gas could have a material adverse effect on the Partnership's
revenues, profitability and cash flow and could, under certain circumstances,
result in a reduction in the carrying value of the Partnership's oil and gas
properties.
Because of the demand for oil and gas, the Partnership does not believe that the
termination of the sales of its products to any one customer would have a
material adverse impact on its operations. The loss of a particular customer for
gas may have an effect if that particular customer has the only gas pipeline
located in the areas of the Partnership's gas producing properties. The
Partnership believes, however, that the effect would be temporary, until
alternative arrangements could be made.
Federal and state regulation of oil and gas operations generally includes the
fixing of maximum prices for regulated categories of natural gas, the imposition
of maximum allowable production rates, the taxation of income and other items,
and the protection of the environment. Although the Partnership believes that
its business operations do not impair environmental quality and that its costs
of complying with any applicable environmental regulations are not currently
significant, the Partnership cannot predict what, if any, effect these
environmental regulations may have on its current or future operations.
The Partnership does not have any employees of its own. Pioneer USA employs
1,133 persons, many of whom dedicated a part of their time to the conduct of the
Partnership's business during the period for which this report is filed. Pioneer
USA is responsible for all management functions.
Numerous uncertainties exist in estimating quantities of proved reserves and
future net revenues therefrom. The estimates of proved reserves and related
future net revenues set forth in this report are based on various assumptions,
which may ultimately prove to be inaccurate. Therefore, such estimates should
not be construed as estimates of the current market value of the Partnership's
proved reserves.
No material part of the Partnership's business is seasonal and the Partnership
conducts no foreign operations.
ITEM 2. Properties
The Partnership's properties consist primarily of leasehold interests in
properties on which oil and gas wells are located. Such property interests are
often subject to landowner royalties, overriding royalties and other oil and gas
leasehold interests.
3
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Fractional working interests in developmental oil and gas prospects located
primarily in the Spraberry Trend Area of West Texas were acquired by the
Partnership, resulting in the Partnership's participation in the drilling of 44
oil and gas wells. One well was sold in 1996 and one well was plugged and
abandoned in 1995 due to uneconomical operations. At December 31, 1997, the
Partnership had 42 producing oil and gas wells.
For information relating to the Partnership's estimated proved oil and gas
reserves at December 31, 1997, 1996 and 1995 and changes in such quantities for
the years then ended, see Note 7 of Notes to Financial Statements included in
"Item 8. Financial Statements and Supplementary Data" below. Such reserves have
been estimated by the engineering staff of Pioneer USA with a review by an
independent petroleum consultant.
ITEM 3. Legal Proceedings
The Partnership is a party to various legal proceedings incidental to its
business involving claims in oil and gas leases or interests, other claims for
damages in amounts not in excess of 10% of its current assets and other matters,
none of which Pioneer believes to be material.
ITEM 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth
quarter of 1997.
4
<PAGE>
PART II
ITEM 5. Market for Partnership's Common Equity and Related Stockholder
Matters
At March 9, 1998, the Partnership had 7,531 outstanding limited partnership
interests held of record by 508 subscribers. There is no established public
trading market for the limited partnership interests. Under the limited
partnership agreement, Pioneer USA has made certain commitments to purchase
partnership interests at a computed value.
Revenues which, in the sole judgement of the managing general partner, are not
required to meet the Partnership's obligations are distributed to the partners
at least quarterly in accordance with the limited partnership agreement. During
the years ended December 31, 1997 and 1996, $357,952 and $391,466, respectively,
of such revenue-related distributions were made to the limited partners.
ITEM 6. Selected Financial Data
The following table sets forth selected financial data for the years ended
December 31:
<TABLE>
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- -----=----
<S> <C> <C> <C> <C> <C>
Operating results:
Oil and gas sales $ 661,475 $ 837,849 $ 722,324 $ 804,039 $ 979,064
========= ========= ========= ========= =========
Impairment of oil and
gas properties $ 79,288 $ - $ 48,088 $ - $ 885,676
========= ========= ========= ========= =========
Net income (loss) $ 105,740 $ 359,349 $ 163,626 $ 152,612 $ (853,243)
========= ========= ========= ========= =========
Allocation of net income
(loss):
Managing general
partner $ 1,057 $ 3,593 $ 1,668 $ 1,558 $ (8,501)
========= ========= ========= ========= =========
Limited partners $ 104,683 $ 355,756 $ 161,958 $ 151,054 $ (844,742)
========= ========= ========= ========= =========
Limited partners' net
income (loss) per
limited partnership
interest $ 13.90 $ 47.24 $ 21.51 $ 20.06 $ (112.17)
========= ========= ========= ========= =========
Limited partners' cash
distributions per
limited partnership
interest $ 47.53 $ 51.98 $ 45.34 $ 51.71 $ 71.64
========= ========= ========= ========= =========
At year end:
Total assets $1,411,804 $1,661,127 $1,728,891 $1,886,057 $2,123,106
========= ========= ========= ========= =========
</TABLE>
5
<PAGE>
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
1997 compared to 1996
The Partnership's 1997 oil and gas revenues decreased 21% to $661,475 from
$837,849 in 1996. The decrease in revenues resulted from declines in production
and lower average prices received. In 1997, 25,817 barrels of oil, 3,661 barrels
of natural gas liquids ("NGLs") and 50,304 mcf of gas were sold, or 37,862
barrel of oil equivalents ("BOEs"). In 1996, 30,485 barrels of oil and 64,557
mcf of gas were sold, or 41,245 BOEs.
Consistent with the managing general partner, the Partnership has historically
accounted for processed natural gas production as wellhead production on a wet
gas basis. As a result of the merger with Mesa, the managing general partner has
adopted Mesa's accounting policy and now accounts for processed natural gas
production in two components: natural gas liquids and dry residue gas. As a
result of the change in the managing general partner's policy, the Partnership
now accounts for processed natural gas production as processed natural gas
liquids and dry residue gas. Consequently, separate product volumes will not be
comparable for periods prior to September 30, 1997.
The declines in production volumes were primarily attributable to the decline
characteristics of the Partnership's oil and gas properties. Because of these
characteristics, management expects a certain amount of decline in production to
continue in the future until the Partnership's economically recoverable reserves
are fully depleted.
The average price received per barrel of oil decreased $2.40, or 11%, from
$21.88 in 1996 to $19.48 in 1997. The average price received per barrel of NGLs
during 1997 was $10.58. The average price received per mcf of gas decreased 10%
from $2.65 in 1996 to $2.38 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 received in 1997.
Gain on disposition of assets of $800 was attributable to credits received from
the disposal of oil and gas equipment on one fully depleted well for 1997. Loss
on disposition of assets of $6,508 was recognized during 1996 of which $6,674
was attributable to the sale of one gas well, offset by salvage income of $166
received from the disposal of oil and gas equipment on one well that was plugged
and abandoned in a prior year and to credits received from the disposal of oil
and gas equipment on three fully depleted wells.
Total costs and expenses increased in 1997 to $562,477 compared to $477,266 in
1996, an increase of $85,211, or 18%. This increase was due to the impairment of
oil and gas properties and depletion, offset by decreases in production costs
and general and administrative expenses ("G&A").
6
<PAGE>
Production costs were $331,332 in 1997 and $337,193 in 1996, resulting in a
$5,861 decrease. The decrease was due to a decline in production taxes and
workover expense, 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, 21% from $27,292 in 1996 to $21,436 in 1997. The Partnership paid
the managing general partner $17,703 in 1997 and $24,441 in 1996 for G&A
incurred on behalf of the Partnership. G&A is allocated, in part, to the
Partnership by the managing general partner. Such allocated expenses are
determined by the managing general partner based upon its judgement of the level
of activity of the Partnership relative to the managing general partner's
activities and other entities it manages. The method of allocation has varied in
certain years and may do so again depending on the activities of the managed
entities.
The Partnership adopted 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") effective as of October 1, 1995 (see Notes 2 and 3
of Notes to Financial Statements included in "Item 8. Financial Statements and
Supplementary Data"). As a result of the review and evaluation of its long-lived
assets for impairment, the Partnership recognized a non-cash charge of $79,288
related to its oil and gas properties during the fourth quarter of 1997.
Depletion was $130,421 in 1997 compared to $112,781 in 1996. This represented an
increase of $17,640 or 16%. This increase was primarily attributable to a
decline in oil reserves during 1997 as a result of lower commodity prices,
offset by a decline in oil production of 4,668 barrels for 1997 as compared to
1996.
1996 compared to 1995
The Partnership's 1996 oil and gas revenues increased 16% to $837,849 from
$722,324 in 1995. The increase in revenues resulted from higher average prices
received per barrel of oil and mcf of gas, offset by declines in barrels of oil
and mcf of gas produced and sold. In 1996, 30,485 barrels of oil were sold
compared to 33,586 in 1995, a decrease of 3,101 barrels, or 9%. In 1996, 64,557
mcf of gas were sold compared to 80,229 in 1995, a decrease of 15,672 mcf, or
20%. Of the decrease, 3,541 mcf, or 4%, was attributable to the sale of one gas
well during 1996, with the remaining decrease of 12,131 mcf, or 16%, due to
production declines.
The average price received per barrel of oil increased $4.69 from $17.19 in 1995
to $21.88 in 1996, while the average price received per mcf of gas increased
from $1.81 in 1995 to $2.65 in 1996.
Gain on disposition of assets of $9,214 was recognized during 1995 resulting
from the receipt of proceeds from equipment salvage on one fully depleted
abandoned property. Expenses incurred during 1995 to plug and abandon the one
well totaled $5,192. During 1996, a loss on disposition of assets of $6,508 was
comprised of the write-off of remaining capitalized well costs for one gas well
of $11,116, less proceeds received of $4,442, offset by salvage income of $166
received from the disposal of oil and gas equipment on one well that was plugged
7
<PAGE>
and abandoned in a prior year and to credits received from the disposal of oil
and gas equipment on three fully depleted wells.
Total costs and expenses decreased in 1996 to $477,266 compared to $572,778 in
1995, a decrease of $95,512, or 17%. This decrease was due to declines in
production costs, the impairment of oil and gas properties, depletion, abandoned
property costs and amortization of organization costs, offset by an increase in
G&A.
Production costs were $337,193 in 1996 and $347,877 in 1995, resulting in a
$10,684 decrease or 3%. The decrease was due to declines in well repair and
maintenance costs and workover costs, offset by an increase in production taxes.
During this period G&A increased, in aggregate, 11% from $24,599 in 1995 to
$27,292 in 1996. The Partnership paid the managing general partner $24,441 in
1996 and $21,294 in 1995 for G&A incurred on behalf of the Partnership.
The Partnership adopted SFAS 121 effective as of October 1, 1995 (see Notes 2
and 3 of Notes to Financial Statements included in "Item 8. Financial Statements
and Supplementary Data"). As a result of the review and evaluation of its
long-lived assets for impairment, the Partnership recognized a non-cash charge
of $48,088 related to its oil and gas properties during the fourth quarter of
1995.
Depletion was $112,781 in 1996 compared to $143,847 in 1995. This represented a
decrease of $31,066 or 22%. This decrease was primarily attributable to the
following factors: (i) a reduction in the Partnership's net depletable basis
from charges taken in accordance with SFAS 121, (ii) a reduction in oil
production of 3,101 barrels in 1996 from 1995, and (iii) an increase in oil and
gas reserves during 1996 as a result of higher commodity prices.
Impact of inflation and changing prices on sales and net income
Inflation impacts the fixed overhead rate charges of the lease operating
expenses for the Partnership. During 1995, the annual change in the index of
average weekly earnings of crude petroleum and gas production workers issued by
the U.S. Department of Labor, Bureau of Labor Statistics increased by 4.4%. The
1996 annual change in the average weekly earnings increased by 4.1%. The 1997
index (effective April 1, 1997) increased 2%. The impact of inflation for other
lease operating expenses is small due to the current economic condition of the
oil industry.
The oil and gas industry experienced volatility during the past decade because
of the fluctuation of the supply of most fossil fuels relative to the demand for
such products and other uncertainties in the world energy markets causing
significant fluctuations in oil and gas prices. During 1997, the price per
barrel for oil production similar to the Partnership's ranged from approximately
$16.00 to $23.00. During most of 1997 and 1996, 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 March
1998. On March 19, 1998, the market price for West Texas intermediate crude was
$12.00 per barrel. A continuation of the oil price environment experienced
8
<PAGE>
during the first quarter 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.
Prices for natural gas are subject to ordinary seasonal fluctuations, and this
volatility of natural gas prices may result in production being curtailed and,
in some cases, wells being completely shut-in.
Liquidity and capital resources
Net Cash Provided by Operating Activities
Net cash provided by operating activities decreased $16,545 during the year
ended December 31, 1997 from the year ended December 31, 1996, attributable to a
decrease in oil and gas sales receipts, offset by a decline in production costs
and G&A expense paid.
Net Cash Provided by (Used in) Investing Activities
The Partnership's investing activities during 1997 and 1996, respectively,
included expenditures related to equipment replacement on various oil and gas
properties.
Proceeds from disposition of assets of $800 from the salvage of equipment on one
fully depleted well were received during 1997. Proceeds of $4,608 from the sale
of one gas well were received during 1996.
Net Cash Used in Financing Activities
Cash was sufficient in 1997 for distributions to the partners of $361,567 of
which $3,615 was distributed to the managing general partner and $357,952 to the
limited partners. In 1996, cash was sufficient for distributions to the partners
of $395,420 of which $3,954 was distributed to the managing general partner and
$391,466 to the limited partners.
It is expected that future net cash provided by operations 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 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 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 March 1, 1999. The managing
general partner will allocate a portion of the costs of the year 2000
programming charges to the Partnership when they are incurred, along with
recurring general and administrative expenses as defined pursuant to the
partnership agreement. Although the costs are not estimable at this time, they
should not be significant to the Partnership.
9
<PAGE>
ITEM 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page
Financial Statements of Parker & Parsley 90-C Conv., L.P:
Independent Auditors' Report........................................ 11
Balance Sheets as of December 31, 1997 and 1996..................... 12
Statements of Operations for the Years Ended December 31,
1997, 1996 and 1995............................................... 13
Statements of Partners' Capital for the Years Ended
December 31, 1997, 1996 and 1995.................................. 14
Statements of Cash Flows for the Years Ended December 31,
1997, 1996 and 1995............................................... 15
Notes to Financial Statements....................................... 16
10
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
Parker & Parsley 90-C Conv., L.P.
(A Delaware Limited Partnership):
We have audited the financial statements of Parker & Parsley 90-C Conv., L.P. as
listed in the accompanying index. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Parker & Parsley 90-C Conv.,
L.P. as of December 31, 1997 and 1996, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1997, in conformity with generally accepted accounting principles.
As discussed in Notes 2 and 3 to the financial statements, the Partnership
adopted the provisions of the Financial Accounting Standards Board's Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" in 1995.
KPMG Peat Marwick LLP
Midland, Texas
March 20, 1998
11
<PAGE>
PARKER & PARSLEY 90-C CONV., L.P.
(A Delaware Limited Partnership)
BALANCE SHEETS
December 31
1997 1996
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents, including
interest bearing deposits of $87,310
in 1997 and $79,483 in 1996 $ 87,423 $ 79,564
Accounts receivable - oil and gas sales 69,891 124,287
---------- ----------
Total current assets 157,314 203,851
------- -------
Oil and gas properties - at cost, based on
the successful efforts accounting method 5,751,870 5,744,947
Accumulated depletion (4,497,380) (4,287,671)
---------- ----------
Net oil and gas properties 1,254,490 1,457,276
---------- ----------
$ 1,411,804 $ 1,661,127
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable - affiliate $ 23,946 $ 17,442
Partners' capital:
Managing general partner 13,848 16,406
Limited partners (7,531 interests) 1,374,010 1,627,279
---------- ----------
1,387,858 1,643,685
---------- ----------
$ 1,411,804 $ 1,661,127
========== ==========
The accompanying notes are an integral part of these financial statements.
12
<PAGE>
PARKER & PARSLEY 90-C CONV., L.P.
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
For the years ended December 31
1997 1996 1995
--------- --------- ---------
Revenues:
Oil and gas $ 661,475 $ 837,849 $ 722,324
Interest 5,942 5,274 4,866
Gain (loss) on disposition of assets 800 (6,508) 9,214
-------- -------- --------
668,217 836,615 736,404
-------- -------- --------
Costs and expenses:
Oil and gas production 331,332 337,193 347,877
General and administrative 21,436 27,292 24,599
Impairment of oil and gas properties 79,288 - 48,088
Depletion 130,421 112,781 143,847
Abandoned property - - 5,192
Amortization of organization costs - - 3,175
-------- -------- --------
562,477 477,266 572,778
-------- -------- --------
Net income $ 105,740 $ 359,349 $ 163,626
======== ======== ========
Allocation of net income:
Managing general partner $ 1,057 $ 3,593 $ 1,668
======== ======== ========
Limited partners $ 104,683 $ 355,756 $ 161,958
======== ======== ========
Net income per limited partnership
interest $ 13.90 $ 47.24 $ 21.51
======== ======== ========
The accompanying notes are an integral part of these financial statements.
13
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PARKER & PARSLEY 90-C CONV., L.P.
(A Delaware Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
Managing
general Limited
partner partners Total
--------- ---------- ----------
Partners' capital at January 1, 1995 $ 18,549 $1,842,493 $1,861,042
Distributions (3,450) (341,462) (344,912)
Net income 1,668 161,958 163,626
-------- --------- ---------
Partners' capital at December 31, 1995 16,767 1,662,989 1,679,756
Distributions (3,954) (391,466) (395,420)
Net income 3,593 355,756 359,349
-------- --------- ---------
Partners' capital at December 31, 1996 16,406 1,627,279 1,643,685
Distributions (3,615) (357,952) (361,567)
Net income 1,057 104,683 105,740
-------- --------- ---------
Partners' capital at December 31, 1997 $ 13,848 $1,374,010 $1,387,858
======== ========= =========
The accompanying notes are an integral part of these financial statements.
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<PAGE>
PARKER & PARSLEY 90-C CONV., L.P.
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
For the years ended December 31
1997 1996 1995
--------- --------- ---------
Cash flows from operating activities:
Net income $ 105,740 $ 359,349 $ 163,626
Adjustments to reconcile net income
to net cash provided by operating
activities:
Impairment of oil and gas properties 79,288 - 48,088
Depletion and amortization 130,421 112,781 147,022
(Gain) loss on disposition of assets (800) 6,508 (9,214)
Changes in assets and liabilities:
Accounts receivable 54,396 (54,851) 4,310
Accounts payable 6,504 (31,693) 24,120
-------- -------- --------
Net cash provided by operating
activities 375,549 392,094 377,952
-------- -------- --------
Cash flows from investing activities:
Additions to oil and gas properties (6,923) (3,869) (8,077)
Proceeds from disposition of assets 800 4,608 9,214
-------- -------- --------
Net cash provided by (used in)
investing activities (6,123) 739 1,137
-------- -------- --------
Cash flows from financing activities:
Cash distributions to partners (361,567) (395,420) (344,912)
-------- -------- --------
Net increase (decrease) in cash and cash
equivalents 7,859 (2,587) 34,177
Cash and cash equivalents at beginning
of year 79,564 82,151 47,974
-------- -------- --------
Cash and cash equivalents at end of year $ 87,423 $ 79,564 $ 82,151
======== ======== ========
The accompanying notes are an integral part of these financial statements.
15
<PAGE>
PARKER & PARSLEY 90-C CONV., L.P.
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
Note 1. Organization and nature of operations
Parker & Parsley 90-C Conv., L.P. (the "Partnership") is a general
partnership organized in 1990 under the laws of the State of Texas. The
Partnership converted to a Delaware limited partnership on August 1, 1991. As of
August 8, 1997, Pioneer Natural Resources USA, Inc. ("Pioneer USA") became the
managing general partner of the Partnership. Prior to August 8, 1997, the
Partnership's managing 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
managing general partner of the Partnership as PPDLP's successor by merger.
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. Summary of significant accounting policies
A summary of the significant accounting policies consistently applied
in the preparation of the accompanying financial statements follows:
The Partnership accounts for long-lived assets to be disposed of at the
lower of their carrying amount or fair value less costs to sell once management
has committed to a plan to dispose of the assets.
Oil and gas properties - The Partnership utilizes the successful
efforts method of accounting for its oil and gas properties and equipment. Under
this method, all costs associated with productive wells and nonproductive
development wells are capitalized while nonproductive exploration costs are
expensed. Capitalized costs relating to proved properties are depleted using the
unit-of-production method on a property-by-property basis based on proved oil
(dominant mineral) reserves as determined by the engineering staff of Pioneer
USA, the Partnership's managing general partner, and reviewed by independent
petroleum consultants. The carrying amounts of properties sold or otherwise
disposed of and the related allowances for depletion are eliminated from the
accounts and any gain or loss is included in operations.
Impairment of long-lived assets - 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"), the
Partnership reviews its long-lived assets to be held and used on an individual
property basis, including oil and gas properties accounted for under the
successful efforts method of accounting, whenever events or circumstances
indicate that the carrying value of those assets may not be recoverable. An
16
<PAGE>
impairment loss is indicated if the sum of the expected future cash flows is
less than the carrying amount of the assets. In this circumstance, the
Partnership recognizes an impairment loss for the amount by which the carrying
amount of the asset exceeds the fair value of the asset.
Use of estimates in the preparation of financial statements -
Preparation of the accompanying financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reporting amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Organization costs - Organization costs are capitalized and amortized
on the straight-line method over 60 months.
Net income per limited partnership interest - The net income per
limited partnership interest is calculated by using the number of outstanding
limited partnership interests.
Income taxes - A Federal income tax provision has not been included in
the financial statements as the income of the Partnership is included in the
individual Federal income tax returns of the respective partners.
Statements of cash flows - For purposes of reporting cash flows, cash
and cash equivalents include depository accounts held by banks.
General and administrative expenses - General and administrative
expenses are allocated in part to the Partnership by the managing general
partner or its affiliates. Such allocated expenses are determined by the
managing general partner based upon its judgement of the level of activity of
the Partnership relative to the managing general partner's activities and other
entities it manages. The method of allocation has varied in certain years and
may do so again depending on the activities of the managed entities.
Reclassifications - Certain reclassifications have been made to the
1996 and 1995 financial statements to conform to the 1997 financial statement
presentation.
Environmental - The Partnership is subject to extensive federal, state
and local environmental laws and regulations. These laws, which are constantly
changing, regulate the discharge of materials into the environment and may
require the Partnership to remove or mitigate the environmental effects of the
disposal or release of petroleum or chemical substances at various sites.
Environmental expenditures are expensed or capitalized depending on their future
economic benefit. Expenditures that relate to an existing condition caused by
past operations and that have no future economic benefits are expensed.
Liabilities for expenditures of a noncapital nature are recorded when
environmental assessment and/or remediation is probable, and the costs can be
reasonably estimated. Such liabilities are generally undiscounted unless the
timing of cash payments for the liability or component are fixed or reliably
determinable.
17
<PAGE>
Note 3. Impairment of long-lived assets
The Partnership adopted SFAS 121 October 1, 1995. In order to determine
whether an impairment has occurred, the Partnership estimates the expected
future cash flows of its oil and gas properties and compares such future cash
flows to the carrying amount of the oil and gas properties to determine if the
carrying amount is recoverable. For those oil and gas properties for which the
carrying amount exceeded the estimated future cash flows, an impairment was
determined to exist; therefore, the Partnership adjusted the carrying amount of
those oil and gas properties to their fair value as determined by discounting
their expected future cash flows at a discount rate commensurate with the risks
involved in the industry. As a result of the review and evaluation of its
long-lived assets for impairment, the Partnership recognized non-cash charges of
$79,288 and $48,088 related to its oil and gas properties during the fourth
quarters of 1997 and 1995, respectively.
Note 4. Income taxes
The financial statement basis of the Partnership's net assets and
liabilities was $302,765 greater than the tax basis at December 31, 1997.
The following is a reconciliation of net income per statements of
operations with the net income per Federal income tax returns for the years
ended December 31:
1997 1996 1995
--------- --------- ---------
Net income per statements of operations $ 105,740 $ 359,349 $ 163,626
Intangible development costs
capitalized for financial reporting
purposes and expensed for tax
reporting purposes - - (952)
Depletion and depreciation provisions
for tax reporting purposes over amounts
for financial reporting purposes (98,399) (121,400) (91,047)
Impairment of oil and gas properties
for financial reporting purposes 79,288 - 48,088
Other (2,081) 6,706 (13,742)
-------- -------- --------
Net income per Federal
income tax returns $ 84,548 $ 244,655 $ 105,973
======== ======== ========
Note 5. Oil and gas producing activities
The following is a summary of the costs incurred, whether capitalized or
expensed, related to the Partnership's oil and gas producing activities for the
years ended December 31:
1997 1996 1995
-------- -------- --------
Development costs $ 6,123 $ 3,704 $ 4,055
======= ======= =======
18
<PAGE>
Capitalized oil and gas properties consist of the following:
1997 1996
----------- -----------
Proved properties:
Property acquisition costs $ 226,701 $ 226,701
Completed wells and equipment 5,525,169 5,518,246
---------- ----------
5,751,870 5,744,947
Accumulated depletion (4,497,380) (4,287,671)
---------- ----------
Net capitalized costs $ 1,254,490 $ 1,457,276
========== ==========
During 1997, the Partnership recognized a non-cash charge of $79,288
against oil and gas properties associated with SFAS 121. See Note 3.
Note 6. Related party transactions
Pursuant to the limited partnership agreement, the Partnership had the
following related party transactions with the managing general partner or its
affiliates during the years ended December 31:
1997 1996 1995
--------- --------- ---------
Payment of lease operating
and supervision charges in
accordance with standard
industry operating
agreements $ 128,942 $ 120,014 $ 117,312
Reimbursement of general and
administrative expenses $ 17,703 $ 24,441 $ 21,294
Purchase of oil and gas properties
and related equipment, at
predecessor cost $ 4,524 $ 1,869 $ -
Receipt of proceeds for the
salvage of retired oil and
gas equipment $ - $ - $ 3,448
The Partnership participates in oil and gas activities through an income
tax partnership (the "Program") pursuant to the Program agreement. Pioneer USA,
P&P Employees 90-C Conv., L.P. ("EMPL") (the "Entities"), Parker & Parsley 90-C,
L.P. and the Partnership (the "Partnerships") are parties to the Program
agreement. EMPL is a limited partnership organized for the benefit of certain
employees of Pioneer USA.
The costs and revenues of the Program are allocated to the Entities and
the Partnerships as follows:
19
<PAGE>
Entities (1) Partnerships (2)
------------ ----------------
Revenues:
Proceeds from disposition of depreciable
and depletable properties -
First three years 14.141414% 85.858586%
After first three years 19.191919% 80.808081%
All other revenues -
First three years 14.141414% 85.858586%
After first three years 19.191919% 80.808081%
Costs and expenses:
Lease acquisition costs, drilling and
completion costs and all other costs 9.090909% 90.909091%
Operating costs, reporting and legal expenses
and general and administrative expenses-
First three years 14.141414% 85.858586%
After first three years 19.191919% 80.808081%
(1) Excludes Pioneer USA's 1% general partner ownership which is allocated
at the Partnership level and 30 limited partner interests owned by
Pioneer USA.
(2) The allocation between the Partnership and Parker & Parsley 90-C, L.P.
is 38.349119% and 61.650881%, respectively.
Note 7. Oil and gas information (unaudited)
The following table represents information relating to the Partnership's
estimated proved oil and gas reserves at December 31, 1997, 1996 and 1995 and
changes in such quantities during the years then ended. All of the Partnership's
reserves are proved and located within the United States. The Partnership's
reserves are based on an evaluation prepared by the engineering staff of Pioneer
USA and reviewed by an independent petroleum consultant, using criteria
established by the Securities and Exchange Commission. Reserve value information
is available to limited partners pursuant to the Partnership agreement and,
therefore, is not presented.
Oil and NGLs Gas
(bbls) (mcf)
---------- -----------
Net proved reserves at January 1, 1995 434,210 1,132,381
Revisions (13,797) (87,690)
Production (33,586) (80,229)
---------- -----------
Net proved reserves at December 31, 1995 386,827 964,462
Revisions 95,644 258,581
Sale of reserves (126) (18,702)
Production (30,485) (64,557)
---------- -----------
Net proved reserves at December 31, 1996 451,860 1,139,784
Revisions 2,219 (662,760)
Production (29,478) (50,304)
---------- -----------
Net proved reserves at December 31, 1997 424,601 426,720
========== ===========
20
<PAGE>
The estimated present value of future net revenues of proved reserves,
calculated using December 31, 1997 prices of $17.22 per barrel of oil, $12.42
per barrel of NGLs and $2.15 per mcf of gas, discounted at 10% was approximately
$1,668,000 and undiscounted was $3,029,000 at December 31, 1997. Subsequent to
December 31, 1997, the prices of oil and gas have been declining, and on March
19, 1998, the average prices for the Partnership's oil and gas were
approximately $12.00 and $2.05, respectively.
The Partnership emphasizes that reserve estimates are inherently
imprecise and, accordingly, the estimates are expected to change as future
information becomes available.
Note 8. Major customers
The following table reflects the major customers of the Partnership's oil
and gas sales (a major customer is defined as a customer whose sales exceed 10%
of total sales) during the years ended December 31:
1997 1996 1995
-------- -------- --------
Genesis Crude Oil, L.P. 69% 73% 73%
Western Gas Resources, Inc. 12% - -
GPM Gas Corporation - - 10%
The above customers represent 65% of total accounts receivable at
December 31, 1997.
Pioneer USA is party to a long-term agreement pursuant to which Pioneer
USA and affiliates are to sell to Basis Petroleum, Inc. (formerly Phibro Energy,
Inc.) substantially all crude oil (including condensate) which any of such
entities have the right to market from time to time. On November 25, 1996,
Pioneer USA consented to the assignment of the agreement to Genesis Crude Oil,
L.P. ("Genesis"), a limited partnership formed by Basis Petroleum, Inc. and
Howell Corporation. The price to be paid by Genesis for oil purchased under the
agreement ("Genesis Agreement") is to be competitive with prices paid by other
substantial purchasers in the same areas who are significant competitors of
Genesis. The price to be paid for oil purchased under the Genesis Agreement
includes a market-related bonus that may vary from month to month based upon
spot oil prices at various commodity trade points. The term of the Genesis
Agreement is through June 30, 1998, and it may continue thereafter subject to
termination rights afforded each party. Salomon, Inc., the parent company of
Basis Petroleum, Inc. and a subordinated limited partner in Genesis, secures the
payment obligations under the Genesis Agreement with a $25 million payment
guarantee. Accounts receivable-oil and gas sales included $31,961 due from
Genesis at December 31, 1997.
Note 9. Organization and operations
The Partnership was organized December 28, 1990 as a general partnership
under the Texas Uniform General Partnership Act for the purpose of acquiring and
developing oil and gas properties. The Partnership converted to a Delaware
limited partnership on August 1, 1991. The managing general partner received an
21
<PAGE>
opinion of legal counsel to the effect that such conversion will not result in
material adverse tax consequences to the Partnership. The following is a brief
summary of the more significant provisions of the limited partnership agreement:
Managing general partner - The managing general partner of the
Partnership is Pioneer USA. Pioneer USA has the power and authority to
manage, control and administer all Program and Partnership affairs. Under
the Partnership agreement, the managing general partner pays 1% of the
Partnership's acquisition, drilling and completion costs and 1% of its
operating and general and administrative expenses. In return, it is
allocated 1% of the Partnership's revenues.
Limited partner liability - The maximum amount of liability of any
limited partner is the total contributions of such partner plus his share
of any undistributed profits.
Initial capital contributions - The partners entered into subscription
agreements for aggregate capital contributions of $7,531,000. Pioneer USA
is required to contribute amounts equal to 1% of initial Partnership
capital less commission and organization and offering costs allocated to
the limited partners and to contribute amounts necessary to pay costs and
expenses allocated to it under the Partnership agreement to the extent
its share of revenues does not cover such costs.
Note 10. Disposition of Assets
Loss on disposition of assets during 1996 was primarily due to a loss of
$6,674 on sale of assets to Costilla Energy, L.L.C., resulting from the sale of
one gas well and the write-off of remaining capitalized well costs for one gas
well of $11,116 less proceeds received of $4,442.
22
<PAGE>
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None
23
<PAGE>
PART III
ITEM 10. Directors and Executive Officers of the Partnership
The Partnership does not have any officers or directors. Under the limited
partnership agreement, the Partnership's managing general partner, Pioneer USA,
is granted the exclusive right and full authority to manage, control and
administer the Partnership's business. Pioneer USA is a wholly-owned subsidiary
of Parker & Parsley Petroleum Company (the "Company"), a publicly-traded
corporation on the New York Stock Exchange.
Set forth below are the names, ages and positions of the directors and executive
officers of Pioneer USA. Directors of Pioneer USA are elected to serve until the
next annual meeting of stockholders or until their successors are elected and
qualified.
Age at
December 31,
Name 1997 Position
- -------------------- ------------ -------------------------------------
Scott D. Sheffield 45 President and Director
Timothy L. Dove 41 Executive Vice President and Director
Dennis E. Fagerstone 48 Executive Vice President and Director
Mark L. Withrow 50 Executive Vice President, General
Counsel and Director
M. Garrett Smith 36 Executive Vice President, Chief
Financial Officer and Director
Mel Fischer 63 Executive Vice President
Lon C. Kile 42 Executive Vice President
Rich Dealy 31 Vice President and Chief Accounting
Officer
Scott D. Sheffield. Mr. Sheffield is a distinguished graduate of The
University of Texas with a B.S. in Petroleum Engineering. Since August 1997, he
has served as President, Chief Executive Officer and a director of Pioneer and
President and a director of Pioneer USA. Mr. Sheffield was the President and a
director of Parker & Parsley from May 1990 until August 1997 and was the
Chairman of the Board and Chief Executive Officer of Parker & Parsley from
October 1990 until August 1997. He was the sole director of Parker & Parsley
from May 1990 until October 1990. Mr. Sheffield joined Parker & Parsley
Development Company ("PPDC"), a predecessor of Parker & Parsley, as a petroleum
engineer in 1979. He served as Vice President - Engineering of PPDC from
September 1981 until April 1985 when he was elected President and a director. In
March 1989, Mr. Sheffield was elected Chairman of the Board and Chief Executive
Officer of PPDC. Before joining PPDC, Mr. Sheffield was employed as a production
and reservoir engineer for Amoco Production Company.
24
<PAGE>
Timothy L. Dove. Mr. Dove became Executive Vice President - Business
Development of Pioneer and Pioneer USA in August 1997. He was also appointed a
director of Pioneer USA in August 1997. Mr. Dove joined Parker & Parsley in May
1994 as Vice President - International and was promoted to Senior Vice President
- - Business Development in October 1996, in which position he served until August
1997. Prior to joining Parker & Parsley, Mr. Dove was employed with Diamond
Shamrock Corp., and its successor, Maxus Energy Corp, in various capacities in
international exploration and production, marketing, refining and marketing and
planning and development. Mr. Dove earned a B.S. in Mechanical Engineering from
Massachusetts Institute of Technology in 1979 and received his M.B.A. in 1981
from the University of Chicago.
Dennis E. Fagerstone. Mr. Fagerstone, a graduate of the Colorado School of
Mines with a B.S. in Petroleum Engineering, became an Executive Vice President
of Pioneer and Pioneer USA in August 1997. He was also appointed a director of
Pioneer USA in August 1997. He served as Executive Vice President and Chief
Operating Officer of Mesa from March 1, 1997 until August 1997. From October
1996 to February 1997, Mr. Fagerstone served as Senior Vice President and Chief
Operating Officer of Mesa and from May 1991 to October 1996, he served as Vice
President - Exploration and Production of Mesa. From June 1988 to May 1991, Mr.
Fagerstone served as Vice President - Operations of Mesa.
Mark L. Withrow. Mr. Withrow, a graduate of Abilene Christian University
with a B. S. in Accounting and Texas Tech University with a Juris Doctorate
degree, became Executive Vice President, General Counsel and Secretary of
Pioneer and Pioneer USA in August 1997. He was also appointed a director of
Pioneer USA in August 1997. Mr. Withrow was Vice President - General Counsel of
Parker & Parsley from January 1991, when he joined Parker & Parsley, to January
1995, when he was appointed Senior Vice President - General Counsel. He was
Parker & Parsley's Secretary from August 1992 until August 1997. Prior to
joining Parker & Parsley, Mr. Withrow was the managing partner of the law firm
of Turpin, Smith, Dyer, Saxe & MacDonald, Midland, Texas.
M. Garrett Smith. Mr. Smith, a graduate of The University of Texas with a
B.S. in Electrical Engineering and Southern Methodist University with an M.B.A.,
was appointed Executive Vice President and Chief Financial Officer of Pioneer in
December 1997. He served as Senior Vice President - Finance of Pioneer from
August 1997 until December 1997. Mr. Smith was elected Senior Vice President -
Finance and a director of Pioneer USA in August 1997. He served as Vice
President - Corporate Acquisitions of Mesa from January 1997 until August 1997.
From October 1996 to December 1996, Mr. Smith served as Vice President - Finance
of Mesa and from 1994 to 1996 he served as Director of Financial Planning of
Mesa. Mr. Smith was employed by BTC Partners, Inc. (a former financial advisor
to Mesa) from 1989 to 1994.
Mel Fischer. Mr. Fischer, a graduate of the University of California at
Berkeley with a Masters degree in Geology, became Executive Vice President -
Worldwide Exploration of Pioneer and Pioneer USA in August 1997. He served as a
director of Parker & Parsley from November 1995 until August 1997 and was
Executive Vice President - Worldwide Exploration for Parker & Parsley from
February 1997 to August 1997. Mr. Fischer worked in the petroleum industry for
32 years, starting as a Petroleum Geologist with Texaco in 1962, and retiring as
President, Occidental International Exploration and Production Company in March
1994. For the 10 years prior to becoming President of Occidental International,
25
<PAGE>
he served as Executive Vice President, World Wide Exploration with Occidental
Oil and Gas Corporation. He is a registered geologist in the State of
California, a member of the American Association of Petroleum Geologists and an
emeritus member of the Board of Advisors for the Earth Sciences Research
Institute at the University of Utah.
Lon C. Kile. Mr. Kile, a graduate of Oklahoma State University with a
B.B.A. in Accounting, became Executive Vice President of Pioneer and Pioneer USA
in August 1997. Mr. Kile was Senior Vice President - Investor Relations from
October 1996 to August 1997. Previously, he served as Vice President and Manager
of the Mid-Continent Division, Vice President - Equity Finance & Analysis and
Vice President - Marketing & Program Administration. Prior to joining Parker &
Parsley in 1985, he was employed as Supervisor - Senior, Audit, in charge of
Parker & Parsley's audit, with Ernst & Young.
Rich Dealy. Mr. Dealy is a graduate of Eastern New Mexico University with a
B.B.A. in Accounting and Finance and is a Certified Public Accountant. He became
Vice President and Chief Accounting Officer of Pioneer and Pioneer USA in
February 1998. Mr. Dealy served as Controller of Pioneer USA from August 1997 to
February 1998. He served as Controller of Parker & Parsley from August 1995 to
August 1997. Mr. Dealy joined Parker & Parsley as an Accounting Manager in July,
1992. He was previously employed with KPMG Peat Marwick as an Audit Senior, in
charge of Parker & Parsley's audit.
ITEM 11. Executive Compensation
The Partnership does not have any directors or officers. Management of the
Partnership is vested in Pioneer USA, the managing general partner. The
Partnership participates in oil and gas activities through an income tax
partnership (the "Program") pursuant to the Program agreement. Under the Program
agreement, Pioneer USA and P&P Employees 90-C Conv., L.P. ("EMPL") pay
approximately 10% of the Partnership's acquisition, drilling and completion
costs and approximately 15% during the first three years and approximately 20%
after three years of its operating and general and administrative expenses. In
return, they are allocated approximately 15% during the first three years and
approximately 20% after three years of the Partnership's revenues. See Notes 6
and 9 of Notes to Financial Statements included in "Item 8. Financial Statements
and Supplementary Data" for information regarding fees and reimbursements paid
to the managing general partner or its affiliates by the Partnership.
Pioneer USA's current executive officers and other employees are general
partners of EMPL which serves as a co-general partner of the Program. Under this
arrangement, EMPL pays approximately 2.5% of the Partnership's acquisition,
drilling and completion costs and approximately 3.75% during the first three
years and approximately 5% after three years of its operating and general and
administrative expenses. In return, EMPL is allocated approximately 3.75% during
the first three years and approximately 5% after three years of the
Partnership's revenues. EMPL does not receive any fees or reimbursements from
the Partnership.
The Partnership does not directly pay any salaries of the executive officers of
Pioneer USA, but does pay a portion of Pioneer USA's general and administrative
expenses of which these salaries are a part. See Note 6 of Notes to Financial
Statements included in "Item 8. Financial Statements and Supplementary Data".
26
<PAGE>
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
(a) Beneficial owners of more than five percent
The Partnership is not aware of any person who beneficially owns 5% or more of
the outstanding limited partnership interests of the Partnership. Pioneer USA
owned 30 limited partner interests at January 1, 1998.
(b) Security ownership of management
The Partnership does not have any officers or directors. The managing general
partner of the Partnership, Pioneer USA, has the exclusive right and full
authority to manage, control and administer the Partnership's business. Under
the limited partnership agreement, limited partners holding a majority of the
outstanding limited partnership interests have the right to take certain
actions, including the removal of the managing general partner or any other
general partner. The Partnership is not aware of any current arrangement or
activity which may lead to such removal. The Partnership is not aware of any
officer or director of Pioneer USA who beneficially owns limited partnership
interests in the Partnership.
ITEM 13. Certain Relationships and Related Transactions
Transactions with the managing general partner or its affiliates
Pursuant to the limited partnership agreement, the Partnership had the following
related party transactions with the managing general partner or its affiliates
during the years ended December 31:
1997 1996 1995
--------- --------- ---------
Payment of lease operating and
supervision charges in accordance
with standard industry operating
agreements $ 128,942 $ 120,014 $ 117,312
Reimbursement of general and
administrative expenses $ 17,703 $ 24,441 $ 21,294
Purchase of oil and gas properties
and related equipment, at
predecessor cost $ 4,524 $ 1,869 $ -
Receipt of proceeds for the salvage
of retired oil and gas equipment $ - $ - $ 3,448
Under the limited partnership agreement, the managing general partner pays 1% of
the Partnership's acquisition, drilling and completion costs and 1% of its
operating and general and administrative expenses. In return, it is allocated 1%
of the Partnership's revenues. Also, see Notes 6 and 9 of Notes to Financial
Statements included in "Item 8. Financial Statements and Supplementary Data",
regarding the Partnership's participation with the managing general partner in
oil and gas activities of the Program.
27
<PAGE>
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Financial statements
The following are filed as part of this annual report:
Independent Auditors' Report
Balance sheets as of December 31, 1997 and 1996
Statements of operations for the years ended December 31, 1997,
1996 and 1995
Statements of partners' capital for the years ended December 31,
1997, 1996 and 1995
Statements of cash flows for the years ended December 31, 1997,
1996 and 1995
Notes to financial statements
2. Financial statement schedules
All financial statement schedules have been omitted since the
required information is in the financial statements or notes
thereto, or is not applicable nor required.
(b) Reports on Form 8-K
None
(c) Exhibits
The exhibits listed on the accompanying index to exhibits are filed or
incorporated by reference as part of this annual report.
28
<PAGE>
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 CONV., L.P.
Dated: March 24, 1998 By: Pioneer Natural Resources USA, Inc.
Managing General Partner
By: /s/ Scott D. Sheffield
-----------------------------
Scott D. Sheffield, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
/s/ Scott D. Sheffield President and Director of March 24, 1998
- ------------------------ Pioneer USA
Scott D. Sheffield
/s/ Timothy L. Dove Executive Vice President and March 24, 1998
- ------------------------ Director of Pioneer USA
Timothy L. Dove
/s/ Dennis E. Fagerstone Executive Vice President and March 24, 1998
- ------------------------ Director of Pioneer USA
Dennis E. Fagerstone
/s/ Mark L. Withrow Executive Vice President, General March 24, 1998
- ------------------------ Counsel and Director of Pioneer USA
Mark L. Withrow
/s/ M. Garrett Smith Executive Vice President, Chief March 24, 1998
- ------------------------ Financial Officer and Director
M. Garrett Smith of Pioneer USA
/s/ Mel Fischer Executive Vice President of March 24, 1998
- ------------------------ Pioneer USA
Mel Fischer
/s/ Lon C. Kile Executive Vice President of March 24, 1998
- ------------------------ Pioneer USA
Lon C. Kile
/s/ Rich Dealy Vice President and Chief Accounting March 24, 1998
- ------------------------ Officer of Pioneer USA
Rich Dealy
29
<PAGE>
PARKER & PARSLEY 90-C CONV., L.P.
INDEX TO EXHIBITS
The following documents are incorporated by reference in response to Item
14(c):
Exhibit No. Description Page
----------- ----------- ----
3(a) Form of Agreement of Limited Partnership -
of Parker & Parsley 90-C Conv., L.P.
incorporated by reference to Exhibit A of
the Post-Effective Amendment No. 1 of
the Partnership's Registration Statement
on Form S-1 (Registration No. 33-26097)
4(b) Form of Limited Partner Subscription Agree- -
ment incorporated by reference to Exhibit C
of the Post-Effective Amendment No. 1 of
the Partnership's Registration Statement on
Form S-1 (Registration No. 33-26097)
4(b) Form of General Partner Subscription Agreement -
incorporated by reference to Exhibit D of the
Post-Effective Amendment No. 1 of the Part-
nership's Registration Statement on Form S-1
(Registration No. 33-26097)
4(b) Power of Attorney incorporated by reference to -
Exhibit B of Amendment No. 1 of the Partner-
ship's Registration Statement on Form S-1
(Registration No. 33-26097)
4(c) Specimen Certificate of Limited Partnership -
Interest incorporated by reference to Exhibit 4c
of the Partnership's Registration Statement on
Form S-1 (Registration No. 33-26097)
10(b) Form of Development Drilling Program -
Agreement incorporated by reference to Exhibit
B of the Post-Effective Amendment No. 1 of
the Partnership's Registration Statement on
Form S-1 (Registration No. 33-26097)
27.1* Financial Data Schedule
*Filed herewith
30
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000882342
<NAME> 90CC.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 87,423
<SECURITIES> 0
<RECEIVABLES> 69,891
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 157,314
<PP&E> 5,751,870
<DEPRECIATION> 4,497,380
<TOTAL-ASSETS> 1,411,804
<CURRENT-LIABILITIES> 23,946
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,387,858
<TOTAL-LIABILITY-AND-EQUITY> 1,411,804
<SALES> 661,475
<TOTAL-REVENUES> 668,217
<CGS> 0
<TOTAL-COSTS> 562,477
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
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<INCOME-PRETAX> 105,740
<INCOME-TAX> 0
<INCOME-CONTINUING> 105,740
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 105,740
<EPS-PRIMARY> 13.90
<EPS-DILUTED> 0
</TABLE>
