PARKER & PARSLEY 90-B CONV LP
10-Q, 1996-08-13
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                    FORM 10-Q


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

                  For the quarterly period ended June 30, 1996

                                       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. 33-26097-08


                        PARKER & PARSLEY 90-B CONV., L.P.
             (Exact name of Registrant as specified in its charter)


                   Delaware                                 75-2329284
        (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.

                             -There are no exhibits-


<PAGE>



                        PARKER & PARSLEY 90-B CONV., L.P.
                        (A Delaware Limited Partnership)
                          Part I. Financial Information

Item 1.   Financial Statements
                                 BALANCE SHEETS
                                                     June 30,      December 31,
                                                       1996           1995
                                                   -----------     -----------
                                                   (Unaudited)
                 ASSETS

Current assets:
   Cash and cash equivalents, including interest
     bearing deposits of $127,441 at June 30
     and $104,683 at December 31                   $   127,611     $   104,953
   Accounts receivable - oil and gas sales             128,955         112,651
                                                    ----------      ----------

         Total current assets                          256,566         217,604

Oil and gas properties - at cost, based on the
   successful efforts accounting method              9,562,594       9,571,882
     Accumulated depletion                          (6,340,812)     (6,208,665)
                                                    ----------      ----------

         Net oil and gas properties                  3,221,782       3,363,217
                                                    ----------      ----------

                                                   $ 3,478,348     $ 3,580,821
                                                    ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                    $    42,709     $    72,585

Partners' capital:
   Limited partners (11,897 interests)               3,401,283       3,473,154
   Managing general partner                             34,356          35,082
                                                    ----------      ----------

                                                     3,435,639       3,508,236
                                                    ----------      ----------

                                                   $ 3,478,348     $ 3,580,821
                                                    ==========      ==========

         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.

                                        2

<PAGE>



                        PARKER & PARSLEY 90-B CONV., L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                       Three months ended    Six months ended
                                            June 30,              June 30,
                                      -------------------   -------------------
                                        1996       1995       1996       1995
                                      --------   --------   --------   --------
Revenues:
  Oil and gas sales                   $333,760   $297,445   $636,169   $609,224
  Interest income                        1,781      1,788      3,157      3,225
  Salvage income from equipment
     disposals                              -          -       2,730         -
                                       -------    -------    -------    -------

         Total revenues                335,541    299,233    642,056    612,449

Costs and expenses:
  Production costs                     129,333    132,625    262,914    276,646
  General and administrative expenses   11,139      8,924     20,211     19,195
  Depletion                             64,963     72,495    133,142    148,958
  (Gain) loss on abandoned property        744     (3,000)       744     (3,000)
  Abandoned property costs                  -       2,085         -       2,085
  Amortization of organization costs        -       1,253         -       2,508
                                       -------    -------    -------    -------

         Total costs and expenses      206,179    214,382    417,011    446,392
                                       -------    -------    -------    -------

Net income                            $129,362   $ 84,851   $225,045   $166,057
                                       =======    =======    =======    =======
Allocation of net income:
  Managing general partner            $  1,293   $    861   $  2,250   $  1,686
                                       =======    =======    =======    =======

  Limited partners                    $128,069   $ 83,990   $222,795   $164,371
                                       =======    =======    =======    =======
Net income per limited
  partnership interest                $  10.77   $   7.06   $  18.73   $  13.82
                                       =======    =======    =======    =======
Distributions per limited
  partnership interest                $  13.60   $  13.11   $  24.77   $  26.52
                                       =======    =======    =======    =======

         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.

                                        3

<PAGE>



                        PARKER & PARSLEY 90-B CONV., L.P.
                        (A Delaware Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)





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

Balance at January 1, 1995          $   39,099     $3,874,618     $3,913,717

    Distributions                       (3,188)      (315,544)      (318,732)

    Net income                           1,686        164,371        166,057
                                     ---------      ---------      ---------

Balance at June 30, 1995            $   37,597     $3,723,445     $3,761,042
                                     =========      =========      =========


Balance at January 1, 1996          $   35,082     $3,473,154     $3,508,236

    Distributions                       (2,976)      (294,666)      (297,642)

    Net income                           2,250        222,795        225,045
                                     ---------      ---------      ---------

Balance at June 30, 1996            $   34,356     $3,401,283     $3,435,639
                                     =========      =========      =========








         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 90-B CONV., L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                          Six months ended
                                                              June 30,
                                                         1996          1995
                                                      ---------     ---------
Cash flows from operating activities:

 Net income                                           $ 225,045     $ 166,057
 Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depletion and amortization                          133,142       151,466
    Salvage income from equipment disposals              (2,730)           -
    (Gain) loss on abandoned property                       744        (3,000)
 Changes in assets and liabilities:
    (Increase) decrease in accounts receivable          (16,304)        3,860
    Increase (decrease) in accounts payable             (19,220)       21,019
                                                       --------      --------

       Net cash provided by operating activities        320,677       339,402

Cash flows from investing activities:

 Additions to oil and gas properties                     (3,107)       (3,690)
 Proceeds from salvage income on equipment
  disposals                                               2,730            -
 Proceeds from equipment salvage on abandoned
  property                                                   -          1,051
                                                       --------      --------

       Net cash used in investing activities               (377)       (2,639)

Cash flows from financing activities:

 Cash distributions to partners                        (297,642)     (318,732)
                                                       --------      --------

Net increase in cash and cash equivalents                22,658        18,031
Cash and cash equivalents at beginning of period        104,953        65,099
                                                       --------      --------

Cash and cash equivalents at end of period            $ 127,611     $  83,130
                                                       ========      ========

         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 90-B CONV., L.P.
                        (A Delaware Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1996
                                   (Unaudited)


NOTE 1.

Parker & Parsley 90-B Conv.,  L.P. (the  "Registrant") is a limited  partnership
organized  in 1990 under the laws of the State of Texas and was  converted  to a
Delaware limited partnership on August 1, 1991.

The Registrant  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.

In the opinion of management, the Registrant's unaudited financial statements as
of June 30, 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.  However,  these  interim  results  are  not
necessarily indicative of results for a full year.

The  financial  statements  should  be read in  conjunction  with the  financial
statements and the notes thereto  contained in the  Registrant's  Report on Form
10-K for the year ended  December 31,  1995,  as filed with the  Securities  and
Exchange  Commission,  a copy of which is  available  upon request by writing to
Steven L. Beal, Senior Vice President,  303 West Wall, Suite 101, Midland, Texas
79701.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS (1)

Results of Operations

Six months ended June 30, 1996 compared with six months ended
   June 30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $636,169 from $609,224 for
the six months  ended June 30, 1996 and 1995,  respectively,  an increase of 4%.
The  increase  in revenues  resulted  from a 16%  increase in the average  price
received per barrel of oil and a 29% increase in the average price  received per
mcf of gas,  offset by a 13% decline in barrels of oil  produced and sold and an
11% decline in mcf of gas produced  and sold.  For the six months ended June 30,
1996,  23,819 barrels of oil were sold compared to 27,263 for the same period in
1995,  a decrease  of 3,444  barrels.  For the six months  ended June 30,  1996,
64,776 mcf of gas were sold compared  to 72,741 for  the same period in 1995,  a

                                        6

<PAGE>



decrease of 7,965 mcf. The decrease in  production  volumes was primarily due to
the  decline  characteristics  of  the  Registrant's  oil  and  gas  properties.
Management  expects a certain amount of decline in production to continue in the
future  until  the  Registrant's  economically  recoverable  reserves  are fully
depleted.

The average price received per barrel of oil increased $2.88 from $17.59 for the
six months  ended June 30,  1995 to $20.47 for the same period in 1996 while the
average price  received per mcf of gas  increased  from $1.78 for the six months
ended June 30, 1995 to $2.29 for the same period in 1996.  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  Registrant  may therefore sell its future oil and gas production at average
prices lower or higher than that  received  during the six months ended June 30,
1996.

Salvage income totaling $2,730 was received during the six months ended June 30,
1996,  attributable  to  credits  received  from  the  disposal  of oil  and gas
equipment on one well that was plugged and abandoned in a prior year.

Costs and Expenses:

Total costs and expenses decreased to $417,011 for the six months ended June 30,
1996 as compared to $446,392 for the same period in 1995, a decrease of $29,381,
or 7%.  The  decrease  was  due to  declines  in  production  costs,  depletion,
abandoned  property costs and  amortization  of  organization  costs,  offset by
increases in general and  administrative  expenses  ("G&A) and loss on abandoned
property.

Production  costs  were  $262,914  for the six months  ended  June 30,  1996 and
$276,646 for the same period in 1995,  resulting in a $13,732  decrease,  or 5%.
The decrease was the result of less well repair and maintenance costs, offset by
an  increase  in  workover  costs  incurred  in  an  effort  to  stimulate  well
production.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period,  G&A increased,  in aggregate,  5% from $19,195 for the six months ended
June 30, 1995 to $20,211 for the same period in 1996.

Depletion  was  $133,142  for the six months  ended June 30,  1996  compared  to
$148,958 for the same period in 1995.  This  represented a decrease in depletion
of $15,816, or 11%, primarily  attributable to the adoption of the provisions of
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of"
("FAS  121")  effective  the  fourth  quarter of 1995 and the  reduction  of net
depletable  basis resulting from the charge taken upon such adoption.  Depletion
was computed property-by-property  utilizing the unit-of-production method based
upon the dominant  mineral  produced,  generally oil. Oil  production  decreased
3,444  barrels  for the six months  ended June 30,  1996 from the same period in
1995, while oil reserves of barrels were revised downward by 78,777 barrels,  or
11%.

                                        7

<PAGE>



A loss on abandoned  property of $744 was recognized during the six months ended
June 30, 1996. This loss resulted from the  abandonment of a saltwater  disposal
well.  A gain on  abandoned  property  of $3,000 was  recognized  during the six
months ended  June 30, 1995.  This gain was the result of proceeds received from
equipment salvage on one fully depleted abandoned  property.  Abandoned property
costs of $2,085 were incurred on one well abandoned  during the six months ended
June 30,  1995.  There were no abandoned  property  costs for the same period in
1996.

Three months ended June 30, 1996 compared with three months ended
   June 30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $333,760 from $297,445 for
the three months ended June 30, 1996 and 1995, respectively, an increase of 12%.
The  increase  in revenues  resulted  from a 22%  increase in the average  price
received per barrel of oil and a 45% increase in the average price  received per
mcf of gas,  offset by a 12% decline in barrels of oil  produced and sold and an
8% decline in mcf of gas produced and sold.  For the three months ended June 30,
1996,  11,689 barrels of oil were sold compared to 13,293 for the same period in
1995,  a decrease of 1,604  barrels.  For the three  months ended June 30, 1996,
33,041 mcf of gas were sold  compared to 35,928 for the same  period in 1995,  a
decrease of 2,887 mcf. The decrease in production volumes was due to the decline
characteristics of the Registrant's oil and gas properties.

The average price received per barrel of oil increased $3.93 from $18.02 for the
three months ended June 30, 1995 to $21.95 for the same period in 1996 while the
average  price  received  per mcf of gas  increased  from $1.61 during the three
months ended June 30, 1995 to $2.34 for the same period in 1996.

Costs and Expenses:

Total costs and  expenses  decreased to $206,179 for the three months ended June
30,  1996 as compared  to  $214,382  for the same period in 1995,  a decrease of
$8,203, or 4%. This decrease was due to declines in production costs, depletion,
amortization  of  organization  costs and abandoned  property  costs,  offset by
increases in G&A and loss on abandoned property.

Production  costs were  $129,333  for the three  months  ended June 30, 1996 and
$132,625 for the same period in 1995 resulting in a $3,292 decrease,  or 2%. The
decrease was the result of less well repair and maintenance costs,  offset by an
increase in workover costs incurred in an effort to stimulate well production.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period, G&A increased, in aggregate,  25% from $8,924 for the three months ended
June 30, 1995 to $11,139 for the same period in 1996.

Depletion  was $64,963  for the three  months  ended June 30,  1996  compared to
$72,495 for the same period in 1995. This represented a decrease in depletion of
$7,532,  or 10%,  primarily  attributable  to the adoption of FAS 121 the fourth

                                        8

<PAGE>


quarter of 1995, as discussed previously. Oil production decreased 1,604 barrels
for the three months ended June 30, 1996 from the same period in 1995.

A loss on  abandoned  property of $744 was  recognized  during the three  months
ended June 30, 1996.  This loss  resulted  from the  abandonment  of a saltwater
disposal well.  A gain on abandoned property of $3,000 was recognized during the
three months ended June 30, 1995. This gain was the result of proceeds  received
from  equipment  salvage on one fully  depleted  abandoned  property.  Abandoned
property  costs of $2,085 were incurred on one well  abandoned  during the three
months ended June 30, 1995. There were no abandoned  property costs for the same
period in 1996.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities decreased during the six months ended
June 30, 1996 $18,725 from the same period  ended June 30, 1995.  This  decrease
was primarily due to an increase in production costs paid, offset by an increase
in oil and gas sales.

Net Cash Used in Investing Activities

The Registrant's  principal  investing  activities for the six months ended June
30, 1996 and 1995  included  expenditures  related to equipment  replacement  on
various oil and gas properties.

Proceeds of $2,730 were received  during the six months ended June 30, 1996 from
the  sale  of oil and gas  equipment  on one  well  abandoned  in a prior  year.
Proceeds  of $1,051 were  received  from the  salvage of  equipment  on one well
abandoned during the six months ended June 30, 1995.

Net Cash Used in Financing Activities

Cash  was   sufficient  for  the  six  months  ended  June  30,  1996  to  cover
distributions  to the partners of $297,642 of which $294,666 was  distributed to
the limited partners and $2,976 to the managing  general  partner.  For the same
period  ended  June 30,  1995,  cash was  sufficient  for  distributions  to the
partners of $318,732 of which $315,544 was  distributed to the limited  partners
and $3,188 to the managing general partner.

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.


                                        9

<PAGE>



                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits - none

(b)     Form 8-K - none


                                       10

<PAGE>


                        PARKER & PARSLEY 90-B CONV., 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-B CONV., L.P.

                               By:   Parker & Parsley Development L.P.,
                                      Managing General Partner
                                     By:   Parker & Parsley Petroleum USA, Inc.
                                           ("PPUSA"), General Partner




Dated:  August 12, 1996        By:    /s/ Steven L. Beal
                                     ----------------------------------------
                                     Steven L. Beal, Senior Vice President
                                      and Chief Financial Officer of PPUSA



                                       11

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000882343
<NAME> 90BC.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         127,611
<SECURITIES>                                         0
<RECEIVABLES>                                  128,955
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               256,566
<PP&E>                                       9,562,594
<DEPRECIATION>                               6,340,812
<TOTAL-ASSETS>                               3,478,348
<CURRENT-LIABILITIES>                           42,709
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   3,435,639
<TOTAL-LIABILITY-AND-EQUITY>                 3,478,348
<SALES>                                        636,169
<TOTAL-REVENUES>                               642,056
<CGS>                                                0
<TOTAL-COSTS>                                  417,011
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                225,045
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            225,045
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   225,045
<EPS-PRIMARY>                                    18.73
<EPS-DILUTED>                                        0
        

</TABLE>


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